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
EXHIBIT DESCRIPTION
NUMBER
99.1 Press Release dated November 4,
2022
Cover Page Interactive Data File
104 (embedded within the Inline XBRL
document)
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