8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of report (Date of earliest event reported): November 2, 2022

BROADWIND, INC.

(Exact Name of Registrant as Specified in Its Charter)

3240 South Central Avenue , Cicero, Illinois 60804

(Address of Principal Executive Offices) (Zip Code)

Registrant’s Telephone Number, Including Area Code: (708) 780-4800

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On November 2, 2022, the Board of Directors (the “Board”) of Broadwind, Inc. (the “Company”) appointed Sachin Shivaram to serve as a member of the Board until the next annual meeting of stockholders of the Company or until his successor is duly elected and qualified, effective November 2, 2022.

Since June 2019, Mr. Shivaram has served as the Chief Executive Officer of the Wisconsin Aluminum Foundry, a vertically integrated provider of aluminum and copper-based alloy castings for a wide variety of industries. Since June 2021, he has also served as a member of the Board of Directors of Lodge Cast Iron. Earlier in his career, he held progressively senior strategic roles with Tenaris S.A., Severstal PAO, ArcelorMittal and McKinsey & Company. Mr. Shivaram has also held various leadership roles including President of Sierra Aluminum and Pressure Vessel Group, each a division of Samuel, Son & Co., and Managing Director of Main Steel LLC.  Mr. Shivaram received a Bachelor of Arts degree in history and literature from Harvard University, a Master of Philosophy from the University of Cambridge, and a Juris Doctor from Yale Law School. He is licensed to practice law in the State of Wisconsin.

There are no arrangements between Mr. Shivaram and any other person pursuant to which he was elected to serve as a director. There are no previous transactions between Mr. Shivaram and the Company which are required to be disclosed pursuant to Item 404(a) of Regulation S-K.

As a non-employee member of the Board, Mr. Shivaram will be compensated in accordance with the Company’s director compensation policy as described in the Company’s proxy statement for its 2022 annual meeting of stockholders filed with the Securities and Exchange Commission on March 14, 2022 under the heading “Directors and Director Compensation,” pro-rated for his first year of service.

Mr. Shivaram entered into the Company’s standard form of indemnification agreement for directors, the form of which is filed as Exhibit 10.6 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2010.

Mr. Shivaram will not initially serve on any committees of the Board.

On November 4, 2022, the Company issued a press release regarding the appointment of Mr. Shivaram to the Board. The press release is incorporated herein by reference and is attached hereto as Exhibit 99.1.

Item 9.01.         Financial Statements and Exhibits .

(d) Exhibit

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

ex_442718.htm

Exhibit 99.1

Broadwind Appoints Sachin Shivaram to Board of Directors

Cicero, Ill., November 4, 2022 — Broadwind (NASDAQ: BWEN, or the “Company”), a diversified precision manufacturer of specialized components and solutions serving global markets, today announced the appointment of Mr. Sachin Shivaram to its Board of Directors, effective November 2, 2022.

Mr. Shivaram brings to Broadwind more than fourteen (14) years of strategic leadership experience within the precision manufacturing sector. Since 2019, Mr. Shivaram has served as chief executive officer of Wisconsin Aluminum Foundry, a vertically integrated provider of aluminum and copper-based alloy castings for a wide variety of industries. Mr. Shivaram also serves as a member of the Board of Directors of Lodge Cast Iron.

Previously, Mr. Shivaram served as President, Sierra Aluminum and Pressure Vessel Group, both divisions of Samuel, Son & Co. Earlier in his career, he held progressively senior strategic roles with Tenaris S.A., Severstal PAO, ArcelorMittal and McKinsey & Company. Mr. Shivaram received a Bachelor of Arts degree in history and literature from Harvard University, a Master of Philosophy from the University of Cambridge, and a Juris Doctor from Yale Law School. He is licensed to practice law in the State of Wisconsin.

“Sachin is an accomplished senior executive whose strategic acumen, deep commercial relationships and significant cross-border experience within a variety of high-performance manufacturing environments position him as a valuable addition to our Board,” stated Eric Blashford, President and CEO of Broadwind. “We look forward to leveraging his guidance and expertise on behalf of our stakeholder groups as we enter this next phase of growth.”

ABOUT BROADWIND

Broadwind (NASDAQ: BWEN) is a precision manufacturer of structures, equipment and components for clean tech and other specialized applications. With facilities throughout the U.S., our talented team is committed to helping customers maximize performance of their investments—quicker, easier and smarter. Find out more at www.bwen.com

FORWARD-LOOKING STATEMENTS

This release contains “forward looking statements”—that is, statements related to future, not past, events—as defined in Section 21E of the Securities Exchange Act of 1934, as amended, that reflect our current expectations regarding our future growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities, as well as assumptions made by, and information currently available to, our management. Forward looking statements include any statement that does not directly relate to a current or historical fact. We have tried to identify forward looking statements by using words such as “anticipate,” “believe,” “expect,” “intend,” “will,” “should,” “may,” “plan” and similar expressions, but these words are not the exclusive means of identifying forward looking statements.

Our forward-looking statements may include or relate to our beliefs, expectations, plans and/or assumptions with respect to the following, many of which are, and will be, amplified by the COVID-19 pandemic: (i) the impact of global health concerns, including the impact of the current COVID-19 pandemic on the economies and financial markets and the demand for our products; (ii) state, local and federal regulatory frameworks affecting the industries in which we compete, including the wind energy industry, and the related extension, continuation or renewal of federal tax incentives and grants and state renewable portfolio standards as well as new or continuing tariffs on steel or other products imported into the United States; (iii) our customer relationships and our substantial dependency on a few significant customers and our efforts to diversify our customer base and sector focus and leverage relationships across business units; (iv) the economic and operational stability of our significant customers and suppliers, including their respective supply chains, and the ability to source alternative suppliers as necessary, in light of the COVID-19 pandemic; (v) our ability to continue to grow our business organically and through acquisitions, and the impairment thereto by the impact of the COVID-19 pandemic; (vi) the production, sales, collections, customer deposits and revenues generated by new customer orders and our ability to realize the resulting cash flows; (vii) information technology failures, network disruptions, cybersecurity attacks or breaches in data security, including with respect to any remote work arrangements implemented in response to the COVID-19 pandemic; (viii) the sufficiency of our liquidity and alternate sources of funding, if necessary; (ix) our ability to realize revenue from customer orders and backlog; (x) our ability to operate our business efficiently, comply with our debt obligations, manage capital expenditures and costs effectively, and generate cash flow; (xi) the economy, including its stability in light of the COVID-19 pandemic, and the potential impact it may have on our business, including our customers; (xii) the state of the wind energy market and other energy and industrial markets generally and the impact of competition and economic volatility in those markets; (xiii) the effects of market disruptions and regular market volatility, including fluctuations in the price of oil, gas and other commodities; (xiv) competition from new or existing industry participants including, in particular, increased competition from foreign tower manufacturers; (xv) the effects of the change of administrations in the U.S. federal government; (xvi) our ability to successfully integrate and operate acquired companies and to identify, negotiate and execute future acquisitions; (xvii) the potential loss of tax benefits if we experience an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended; (xviii) our ability to utilize various relief options enabled by the Coronavirus Aid, Relief, and Economic Security Act (CARES Act); (xix) the limited trading market for our securities and the volatility of market price for our securities; and (xx) the impact of future sales of our common stock or securities convertible into our common stock on our stock price. These statements are based on information currently available to us and are subject to various risks, uncertainties and other factors that could cause our actual growth, results of operations, financial condition, cash flows, performance, business prospects and opportunities to differ materially from those expressed in, or implied by, these statements including, but not limited to, those set forth under the caption “Risk Factors” in Part I, Item 1A of our most recently filed Form 10-K and our other filings with the Securities and Exchange Commission. We are under no duty to update any of these statements. You should not consider any list of such factors to be an exhaustive statement of all of the risks, uncertainties or other factors that could cause our current beliefs, expectations, plans and/or assumptions to change. Accordingly, forward-looking statements should not be relied upon as a predictor of actual results.

CORPORATE CONTACT

Noel Ryan, IRC

investor@bwen.com