TPI COMPOSITES, INC false 0001455684 0001455684 2022-05-25 2022-05-25





Washington, D.C. 20549







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

May 25, 2022

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)



File Number)


(I.R.S. Employer

Identification No.)

8501 N. Scottsdale Rd, Gainey Center II, Suite 100

Scottsdale, Arizona 85253

(Address of principal executive offices) (Zip Code)


(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





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 25, 2022, TPI Composites, Inc. (the Company) held its 2022 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, 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 11, 2022.

Proposal One: Election of Directors

The stockholders elected James Hughes, Tyrone Jordan and Peter Jonna as Class III directors to hold office until the 2025 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

James A. Hughes

     13,016,614        10,792,244        3,509,217  

Tyrone M. Jordan

     10,829,376        12,979,482        3,509,217  

Peter J. Jonna

     22,543,357        1,265,501        3,509,217  

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


Votes For


Votes Against




Broker Non-Votes

26,190,963   1,109,843   17,269   —  

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


Votes For


Votes Against




Broker Non-Votes

19,070,331   4,691,140   47,387   3,509,217

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




Broker Non-Votes

23,658,042   94,435   56,381   3,509,217

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.


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: May 27, 2022     By:  

/s/ William E. Siwek

      William E. Siwek
      President and Chief Executive Officer