UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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| 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.
| TPI Composites, Inc. | ||||||
| Date: June 4, 2024 | By: | /s/ William E. Siwek | ||||
| William E. Siwek | ||||||
| President and Chief Executive Officer | ||||||