WM Argyle Urges Broadwind’s Employee Shareholders to Vote for Change
$BWEN
To the Employee Shareholders of Broadwind:
It is time for Board change at Broadwind, and you have the power to make it happen. Employees own approximately 5 percent of the outstanding shares of Broadwind through the Broadwind 401(k) retirement savings plan. As a participant in the Broadwind 401(k) retirement savings plan, you are eligible to vote on the election of directors at the Company’s annual meeting on May 23, and your vote could determine the outcome of the election.
Are you happy with the direction of Broadwind? Is everyone pulling their fair share? Do you think the Board is responsive and has the best interest of the Company in mind? Does management listen to and address your concerns and issues? We have seen enough employees’ reviews online to know that all is not well at Broadwind.
Broadwind had another tough year in 2022. The Company recorded a loss of $9.7 million and its stock price fell by 11%. Yet Broadwind’s top three executives still received hundreds of thousands of dollars in performance pay for reaching goals set by the Board. Clearly, the Board believes in rewarding executives no matter the success of the Company. That is not good governance, plain and simple.
More astonishing is that despite leading Broadwind to its sixth straight year with an operating loss, the Board of Directors granted itself a 25% increase in cash pay and an 11% increase in share grants for 2022. Each director now earns $100,000 annually for sitting on the Board.
We think it’s time for change.
That’s why we have proposed three highly qualified individuals to serve on Broadwind’s Board. We believe that our nominees possess the necessary skills, experience, and expertise needed to guide Broadwind towards a successful future. Their track record at their respective companies and their commitment to growth and innovation make them ideal candidates to serve on the Board.
Ryan Bogenschneider
Corporate Development Consultant - Including working with the Board of Broadwind in 2016 to discuss the Company’s leadership, corporate structure, operations, financial performance, and other aspects of its business
Completed over $10 Billion in M&A and other corporate development activities
Leader for International trade missions to secure new customers and partners
CEO of WM Argyle Fund, LLC
Christine Candela
Functional Human Resource expert
Regular advisor to boards of directors on compensation issues
Routinely managed HR and Compensation & Benefits for multi-site manufacturing companies with thousands of employees
Expert in executive compensation and variable incentive plans to drive pay for performance
James Robinson IV
President of a multi-million dollar portfolio of metal fabricating companies
General Counsel for two multi-billion dollar revenue manufacturing firms: Bucyrus International ($4 billion) with 10,000 employees and Kohler Co. ($6.5 billion) with 36,000 employees
Regularly provided counsel to boards of directors, including the Executive, Audit, and HR Committees
Completed over $100 Billion in corporate development activities
Our nominees are committed and focused on building Broadwind’s success for employees, shareholders, and other stakeholders, in contrast to the current Board, which is spending an estimated $1.6 million to defend its failed record, block change, and preserve its pay and privileges. How many ways would you have preferred the Board spend $1.6 million?
Furthermore, the Board is distorting our honest efforts to improve the Company by using scare tactics and refusing to meet with us despite being a large shareholder. They are saying we are seeking to “take over” Broadwind, even though we are proposing three directors for election to a seven-member Board. They also refused to meet with us for more than 250 days, even though we were trying to work in a constructive, amicable manner.
But shareholders clearly aren’t the only group the Board disdains. The Board’s own public statements show contempt for what it calls “mid-level employees,” suggesting they do not contribute to the success of their organizations.
They are talking about people like you.
Our nominees understand the importance of building a strong relationship between the Board and the Company's employees. They have shown a willingness to listen to and collaborate with employees, ensuring that their voices are heard and that their contributions are valued.
We propose:
•Reducing excessive Board and executive compensation
•Investing in engineering and the creation of intellectual property
•Scaling the gearing business through organic growth and acquisitions
•Producing products that generate recurring high-margin aftermarket and service revenue
•Maximizing the creation and full use of the IRA tax credits – NOT selling them
•Prioritizing the usage of the NOLs before they expire
•Holding management accountable
We will be reaching out to you directly in the weeks ahead, and we encourage you to get in touch with us at www.BWEN2023.com to answer your questions and share your views on Broadwind.
As employee shareholders, you play a critical role in the success of our company. We value your input and your vote, and we hope that you will support our nominees in the upcoming Board election. Together, we can continue to build a bright future for our company and all of its stakeholders.
Sign and return the GREEN proxy card today voting for each of the Argyle nominees and let your voice be heard.
Sincerely,
WM Argyle Fund
Source:
https://www.sec.gov/Archives/edgar/data/1120370/000183988223011345/broadwind-dfan14a_050123.htm