Broadwind (BWEN) Proxy Filing summary

Executive summary

• The annual meeting is scheduled for May 15, 2025, and will be held virtually, with voting on four key proposals and director elections.

• Shareholders can vote electronically, by phone, or by mail, and are encouraged to review proxy materials online to conserve resources.

• The board recommends voting in favor of all proposals, including director nominees, executive compensation, the rights plan amendment, and auditor ratification.

Voting matters and shareholder proposals

• Shareholders will vote on electing six directors for one-year terms, a non-binding say-on-pay vote, ratification of the Section 382 Rights Plan amendment, and ratification of RSM US LLP as auditor.

• The board unanimously recommends voting FOR all director nominees and each proposal.

• Shareholder proposals for the 2026 meeting must be submitted by December 3, 2025, and comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The board consists of six members, with five independent directors and one executive (the CEO).

• All directors attended at least 87% of meetings in 2024; the board met 12 times.

• The board has Audit, Compensation, and Governance/Nominating Committees, all composed of independent directors.

• The company maintains a Code of Ethics, insider trading policy, and a clawback policy for incentive compensation.

• Board diversity is disclosed in a NASDAQ matrix; the board values a broad definition of diversity.