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): December 9, 2019

BROADWIND ENERGY, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware	001-34278	88-0409160
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

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))

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 par value	BWEN	The NASDAQ Capital Market

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 December 9, 2019, the Board of Directors (the “Board”) of Broadwind Energy, Inc. (the “Company”) accepted the resignation of Stephanie K. Kushner.  Ms. Kushner will retire as President and Chief Executive Officer of the Company effective March 1, 2020.  Ms. Kushner will continue to serve as a member of the Board following her retirement. Ms. Kushner’s retirement as President and Chief Executive Officer is not due to any dispute or disagreement over the Company’s operations, practices or policies.

Also on December 9, 2019, the Board appointed Eric Blashford, currently the Company’s Chief Operating Officer, to succeed Ms. Kushner as President and Chief Executive Officer of the Company, effective March 1, 2020.  Mr. Blashford’s appointment is the result of a leadership succession plan that was developed by senior management of the Company over the last several years under the direction and oversight of Ms. Kushner and the Board.

Mr. Blashford, age 55, has served as the Company’s Chief Operating Officer since May 1, 2018 and as President of the Company’s wholly-owned subsidiary, Broadwind Towers, Inc., since October 2014.  Prior to joining the Company, from January 2012 to October 2014, he served as President of a group of companies owned by The Heico Companies, LLC, including Barko Hydraulics, LLC, Pettibone Traverse Lift, LLC and Tiffin Parts, LLC, all of which are manufacturers of heavy duty off road vehicles (and parts) for the forestry, material handling, oil and gas and construction industries. Mr. Blashford holds a Bachelor of Science degree in Business Administration in Accounting from the University of Akron and a Master of Business Administration from Kent State University and is a registered Certified Public Accountant (non-practicing) in the State of Ohio. Mr. Blashford has no related party transactions with the Company reportable under Item 404(a) of Regulation S-K and has no family relationships with any director, executive officer or nominee for director or executive officer of the Company.

At this time, there have been no modifications of Mr. Blashford’s compensation in connection with his appointment.

Additional information regarding Mr. Blashford’s Severance and Non-Competition Agreement with the Company is available under Item 5.02 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on May 3, 2018, which such information is incorporated herein by reference.

A copy of the related Press Release announcing the events described above is attached hereto as Exhibit 99.1 and is incorporated herein by reference. 

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Item 9.01.Financial Statements and Exhibits.

 (d) The following exhibits are filed as part of this report:

Exhibit Number	Description
99.1	Press Release Dated December 9, 2019

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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.

	BROADWIND ENERGY, INC.
December 9, 2019	By:	/s/ Stephanie K. Kushner
		Stephanie K. Kushner
		Chief Executive Officer
		(Principal Executive Officer)

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EX-99.1

Exhibit 99.1

Broadwind Energy, Inc. Announces CEO

Succession

Cicero, Ill., December 9, 2019 — Broadwind Energy, Inc. (NASDAQ: BWEN), a leading precision manufacturer of structures, equipment and components for clean tech and other specialized applications, today announced that its Board of Directors has named Eric Blashford as the Company’s incoming CEO and President, following the retirement of Stephanie Kushner.  The leadership transition is effective March 1, 2020, at which time Mr. Blashford will also be named to the Company’s Board of Directors.  Ms. Kushner will continue to serve as a member of the Board of Directors following her retirement from the Company.

“During her tenure as CEO, Stephanie was instrumental in driving transformational strategic initiatives that improved our competitive positioning, diversified the customer base and enhanced the reliability of our manufacturing centers,” stated David Reiland, Chairman of the Board of Directors.  Under her leadership, together with that of Eric Blashford, our incoming CEO, Broadwind has invested in targeted systems initiatives and related commercial manufacturing processes to support a broader, more diverse product offering.  We are delighted that Stephanie will continue to contribute as a member of the Board of Directors.”

“The selection of Eric Blashford as the Company’s incoming CEO reflects the culmination of a multi-year succession planning process,” continued Reiland.  “Eric is a proven, highly regarded leader within our industry, one well-equipped to lead Broadwind into its next phase of growth.  Our Board is confident that Eric will execute on our existing strategy, which includes a focus on the profitable diversification of our customer base and end-markets.”

“As our Chief Operating Officer, Eric consistently demonstrated the leadership qualities required to drive profitable growth at Broadwind,” stated Stephanie Kushner, CEO.  “Eric’s ongoing management of initiatives to improve and systematize core manufacturing capabilities, build strong customer relationships and improve commercial execution have been integral to the successful competitive positioning of our business.  More recently, his efforts to enhance product diversification across all business units, most notably through the expansion of our Heavy Fabrications product line and the diversification of Brad Foote Gearing and Red Wolf, have positioned the business for reduced cyclicality and improved execution.”

Mr. Blashford, 55, has more than 30 years of experience within the industrial manufacturing sector.  Since 2014, Blashford has served in several senior leadership roles at Broadwind, including President of the Towers and Heavy Fabrications segment and, more recently as Chief Operating Officer.  Prior to joining Broadwind, Mr. Blashford led industrial manufacturing companies within Heico Companies and The Scott Fetzer Co.  Mr. Blashford holds an MBA from Kent State and a BS in Accounting from the University of Akron.

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About Broadwind Energy

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

Corporate Contact

Jason Bonfigt

708.780.4821

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