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 16, 2017
Date of Report (Date of earliest event reported)
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) |
(IRS Employer Identification No.) |
| 8501 N. Scottsdale Rd, Gainey Center II, Suite 100, Scottsdale, AZ |
85253 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (480) 305-8910
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 (see General Instruction A.2. below):
| ☐ | 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 (§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 16, 2017, TPI Composites, Inc. (the Company) held its 2017 Annual Meeting of Stockholders. 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 and against 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 7, 2017.
Proposal No. 1: Election of Directors
The stockholders elected Steven C. Lockard, Stephen B. Bransfield and Philip J. Deutch as Class I directors to hold office until the 2020 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 |
|||||||||
| Steven C. Lockard |
27,706,754 | 880,706 | 4,334,980 | |||||||||
| Stephen B. Bransfield |
26,609,036 | 1,978,424 | 4,334,980 | |||||||||
| Philip J. Deutch |
26,531,850 | 2,055,610 | 4,334,980 | |||||||||
Proposal No. 2: Ratification of Selection of Independent Registered Public Accounting Firm
The stockholders ratified the appointment of KPMG LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2017, with 32,694,808 shares voting in favor, 215,193 shares against and 12,439 shares abstaining.
SIGNATURES
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 thereunto duly authorized.
| TPI COMPOSITES, INC.
| ||||||
| May 19, 2017 | By: | /s/ William E. Siwek | ||||
| William E. Siwek | ||||||
| Chief Financial Officer |