WM Argyle Urges Broadwind Stockholders to Reject Flawed Analysis by Proxy Advisors
16 5월 2023 - 2:48AM
WM Argyle Fund, LLC (“WM Argyle” or the “Fund”), one of the
largest investors in Broadwind, Inc. (NASDAQ: BWEN) (“Broadwind” or
the “Company”) today urged stockholders to reject the
recommendations of proxy advisors ISS and Glass Lewis concerning
the election of Broadwind’s Board of Directors.
Stockholders should make their own considered judgment and not
blindly follow the proxy advisors’ narrow, formulaic, and
management-biased approach.
Most significantly, the proxy advisors failed to consider
Broadwind’s weak first-quarter earnings report. The Company took a
$3.2 million tax credit in the quarter that masked yet another
operating loss – a fact not considered by either advisory firm.
Even worse, Broadwind burned $11 million in cash during the
quarter, leaving just $1.7 million in cash on hand.
Both proxy advisors use flawed methodologies that emphasize
performance relative to peers, which can make weak performance
appear better. As a significant stockholder in Broadwind, we care
about absolute performance and making the Company profitable.
While we disagree with the advisors’ voting recommendations, we
were pleased that they recognized the validity of many of our
criticisms of the Board, its governance practices and its three
long-tenured directors.
For example, ISS1 noted that:
- “Performance over longer horizons is disappointing, and BWEN
has historically struggled with profitability.”
- “…the recent [Board] additions could credibly be interpreted as
reactive to the dissident's campaign.”
Glass Lewis1 said:
- “On board composition, we are sympathetic to the Dissident’s
concerns regarding the tenures of Mr. Wagner and Mr. Reiland, who
have served on the board for 12 and 15 years, respectively.”
- “Commenting on executive compensation, we echo the Dissident’s
concerns with the upward adjustment to the payout of certain 2021
short-term incentive awards.”
- “We believe there is some validity to certain of the
Dissident’s more targeted points regarding performance…”
We agree with the proxy firms that the future of Broadwind is
bright. That is why we cannot leave it in the hands of directors
who have failed stockholders for so long.
For this reason, we urge stockholders to vote
FOR our three candidates for the Board – Ryan
Bogenschneider, Christine Candela and James Robinson IV -- and to
WITHHOLD their votes on the three opposed
directors - David P. Reiland, Thomas A. Wagner and Cary B. Wood -
who are most responsible for Broadwind’s years-long
underperformance.
Additional information regarding the WM Argyle Fund’s
director nominees and its plan to improve Broadwind can be found
at www.BWEN2023.com.
About WM Argyle Fund
WM Argyle Fund, LLC, which owns 207,200 of the outstanding
common shares of Broadwind, Inc., is an investment fund
specifically created to invest in Broadwind. We believe the Company
has been underperforming due to strategic errors, operational
inefficiencies, and inattentive governance. We are looking to
ensure the long-term performance of the Company by reconstituting
the Broadwind Board with new members.
Important Information
WM Argyle Fund, LLC, Jay Douglas Armburger, Ryan Bogenschneider,
Christine M. Candela and James M. Robinson IV (collectively, the
“Participants”) have filed with the Securities and Exchange
Commission (the “SEC”) a definitive proxy statement and
accompanying form of GREEN universal proxy card to be used in
connection with the solicitation of proxies from the stockholders
of Broadwind, Inc. (the “Company”). Information about the
Participants and a description of their direct or indirect
interests by security holdings is contained in the definitive proxy
statement filed by the Participants with the SEC. All stockholders
of the Company are advised to read the definitive proxy statement
and other documents related to the solicitation of proxies by the
Participants when they become available, as they will contain
important information, including additional information related to
the Participants. The definitive proxy statement and an
accompanying GREEN universal proxy card will be furnished to some
or all of the Company’s stockholders and are, along with other
relevant documents, available at no charge on the SEC website at
http://www.sec.gov/.
Contacts:
InvestorsInvestorCom LLCJohn Glenn Grau,
203-972-9300info@investor-com.com
MediaMahony PartnersRichard Mahony,
917-257-6811info@mahonypartners.com
If you have any questions, require assistance with voting your
proxy card,or need additional copies of proxy material, please
contact InvestorCom LLCInvestorCom LLC19 Old Kings
Highway S., Suite 130Darien, CT 06820proxy@investor-com.com(203)
972-9300 or Toll-Free (877) 972-0090 |
1 Permission to quote from the ISS or Glass Lewis report was
neither sought nor obtained.
Broadwind (NASDAQ:BWEN)
과거 데이터 주식 차트
부터 4월(4) 2024 으로 5월(5) 2024
Broadwind (NASDAQ:BWEN)
과거 데이터 주식 차트
부터 5월(5) 2023 으로 5월(5) 2024