Form 8-K - Current report

TPI Composites, Inc.

Date: June 4, 2024

/s/ William E. Siwek

William E. Siwek

President and Chief Executive Officer

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

May 29, 2024

Date of Report (Date of earliest event reported)

LOGO

TPI Composites, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-37839

20-1590775

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(I.R.S. Employer

Identification No.)

9200 E. Pima Center Parkway, Suite 250

Scottsdale, Arizona 85258

(Address of principal executive offices) (Zip Code)

480-305-8910

(Registrant’s telephone number, including area code)

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange

on which registered

Common Stock, par value $0.01

TPIC

NASDAQ Global Market

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

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 5.07

Submission of Matters to a Vote of Security Holders.

On May 29, 2024, TPI Composites, Inc. (the Company) held its 2024 Annual Meeting of Stockholders (the “Annual Meeting”). The following is a brief description of each matter submitted to a vote at the Annual Meeting, as well as the number of votes cast for, against, and withheld and the number of abstentions and broker non-votes with respect to each matter. For more information about these proposals, please refer to the Company’s definitive proxy statement filed with the U.S. Securities and Exchange Commission on April 22, 2024.

Proposal One: Election of Directors

The stockholders elected Paul Giovacchini, Jayshree Desai, Bavan Holloway and Edward Hall as Class II directors to hold office until the 2027 Annual Meeting of Stockholders or until their successors are duly elected and qualified, subject to their earlier resignation or removal.


Director’s Name	Votes For		Votes Withheld		Broker Non-Votes
Paul Giovacchini		21,881,828		3,654,077		4,505,736
Jayshree Desai		24,070,880		1,465,025		4,505,736
Bavan Holloway		23,941,605		1,594,300		4,505,736
Edward Hall		24,917,443		618,462		4,505,736

Proposal Two: Ratification of the Appointment of our Independent Registered Public Accounting Firm


Votes For	Votes Against	Abstentions	Broker Non-Votes
28,489,488	1,449,365	102,788	—

Proposal Three: Non-Binding Advisory Vote on Named Executive Officer Compensation


Votes For	Votes Against	Abstentions	Broker Non-Votes
21,845,426	3,494,145	196,334	4,505,736

Proposal Four: Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation to declassify the Board of Directors of the Company


Votes For	Votes Against	Abstentions	Broker Non-Votes
25,215,116	243,967	76,822	4,505,736

This proposal was not approved because it required the affirmative vote of at least 75% of the outstanding shares of capital stock of the Company.

Proposal Five: Approve an Amendment to the Company’s Amended and Restated Certificate of Incorporation to eliminate supermajority voting requirements


Votes For	Votes Against	Abstentions	Broker Non-Votes
24,858,929	598,536	78,440	4,505,736

This proposal was not approved because it required the affirmative vote of at least 75% of the outstanding shares of capital stock of the Company.

SIGNATURE

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

Document and Entity Information	May 29, 2024
Cover [Abstract]
Entity Registrant Name	TPI COMPOSITES, INC
Amendment Flag	false
Entity Central Index Key	0001455684
Document Type	8-K
Document Period End Date	May 29, 2024
Entity Incorporation State Country Code	DE
Entity File Number	001-37839
Entity Tax Identification Number	20-1590775
Entity Address, Address Line One	9200 E. Pima Center Parkway
Entity Address, Address Line Two	Suite 250
Entity Address, City or Town	Scottsdale
Entity Address, State or Province	AZ
Entity Address, Postal Zip Code	85258
City Area Code	480
Local Phone Number	305-8910
Written Communications	false
Soliciting Material	false
Pre Commencement Tender Offer	false
Pre Commencement Issuer Tender Offer	false
Security 12b Title	Common Stock, par value $0.01
Trading Symbol	TPIC
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false