Broadwind (BWEN) Proxy filing summary

Executive summary

• The annual meeting is scheduled for May 28, 2026, to be held virtually, with voting on director elections, executive compensation, and auditor ratification.

• Proxy materials are primarily delivered electronically, with options for paper copies upon request, supporting cost savings and environmental goals.

• Shareholders of record as of April 6, 2026, are eligible to vote, with each share of common stock entitled to one vote; no cumulative voting rights apply.

• The board recommends voting in favor of all proposals and nominees.

Voting matters and shareholder proposals

• Shareholders will vote on five director nominees for one-year terms, a non-binding advisory vote on executive compensation, and ratification of RSM US LLP as the independent auditor for 2026.

• The board unanimously recommends voting for all director nominees and both proposals.

• Shareholder proposals for the 2027 meeting must be received by December 25, 2026, and comply with SEC rules and company bylaws.

Board of directors and corporate governance

• The board consists of five directors, with four deemed independent under NASDAQ standards.

• Board committees include Audit, Compensation, and Governance/Nominating, each with defined charters and independent membership.

• Directors are subject to stock ownership guidelines and a mandatory retirement age of 72, with diversity and experience considered in nominations.

• The board is led by an independent chairman and meets regularly, with all directors attending at least 90% of meetings in 2025.