American Superconductor Corporation (NASDAQ:AMSC) Files An 8-K Costs Associated with Exit or Disposal Activities

Item2.05.

On April3, 2017, the Board of Directors (the Board) of
American Superconductor Corporation (the Company) approved
a plan to reduce the Companys global workforce by approximately 8
percent, effective April4, 2017. The majority of the affected
employees are located at the Companys Devens, Massachusetts
office location. This workforce reduction, together with variable
costs savings expected to be realized from production volume
aligned with the lower headcount, is expected to reduce the
Companys annualized expenses by approximately $4 million to $5
million once the savings are fully realized, which is expected to
occur in the fiscal quarter ending March31, 2018. The purpose of
the workforce reduction is to reduce operating expenses to better
align with the Companys current revenues.

The Company expects to incur restructuring charges of $1.5million
to $2.0million in cash severance expenses in the fiscal quarter
ending June30, 2017 in connection with the workforce reduction.
The Company is currently evaluating whether any non-cash
restructuring charges will be incurred.

Resignation of Chief Financial Officer

On April3, 2017, David A. Henry resigned from the offices of
Executive Vice President, Chief Financial Officer and Treasurer
of the Company, effective April4, 2017. Mr.Henry has agreed to
remain an employee of the Company and assist with the transition
of his responsibilities and other related matters until June30,
2017, during which period the Company has agreed to pay him his
current base compensation and provide standard employee benefits.

Appointment of New Chief Financial
Officer

On April3, 2017, the Board appointed John W. Kosiba, Jr., 44, as
Senior Vice President, Chief Financial Officer and principal
accounting officer, effective April4, 2017. Mr.Kosiba joined the
Company as Managing Director, Finance Operations, in June 2010.
He then served as Vice President, Finance Operations, from
September 2011 to May 2013. Mr.Kosiba has served most recently as
Senior Vice President, Gridtec Solutions and Finance Operations,
where he has been responsible for (i)overseeing finance and
accounting operations, budgeting, strategic planning and
financial planning and analysis for the Company, and (ii)managing
the day-to-day business operations of the Companys Gridtec
Solutions business segment.

From January 2008 until June 2010, Mr.Kosiba served as Division
Director and Controller of Amphenol Aerospace, a Division of
Amphenol Corporation and a manufacturer of interconnect products
for the military, commercial aerospace and industrial markets. In
this role, Mr.Kosiba was responsible for overseeing finance,
accounting, budgeting, audit and all aspects of financial
planning and analysis for the division.

Mr.Kosiba holds a Bachelor of Science degree in accounting from
the University of Rhode Island and a Masters of Business
Administration from Boston Universitys Questrom School of
Business.

Mr.Kosiba is currently a party to an Executive Severance
Agreement, dated as of January13, 2012 (the Kosiba
Agreement), the terms of which are substantively similar to
the Executive Severance Agreements in place between the Company
and its other executive officers, and summarized under the
heading Employment Agreements and Severance Agreements with
Executive Officers in the Companys proxy statement filed with the
U.S. Securities and Exchange Commission on June17, 2016. Under
the Kosiba Agreement, Mr.Kosiba is eligible to receive severance
upon termination of his employment (a)by the Company without
cause (other than due to death or disability) in the absence of a
change in control, (b)by the Company without cause (other than
due to death or disability) or by Mr.Kosiba for good reason
within twelve (12)months following a change in control (a CIC
Termination), or (c)by the Company without cause (other than
due to death or disability) more than twelve (12)months following
a change in control. In the event of any such termination,
Mr.Kosiba is entitled to receive severance equal to six (6)months
of his current base salary (and, in the event of CIC Termination,
prorated bonus for the year of termination), less all applicable
taxes and withholdings, and certain other benefits in exchange
for his execution of a release of claims. The foregoing
description of the terms of the Kosiba Agreement is qualified in
its entirety by reference to the full text of the Kosiba
Agreement, which is filed herewith as Exhibit 10.1 to this
Current Report on Form 8-K and is incorporated herein by
reference.

The Compensation Committee of the Board has not yet determined
the changes, if any, to Mr.Kosibas base compensation, bonus
opportunity and other executive benefits as a result of his
promotion to Senior Vice President and Chief Financial Officer.

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Change of Executives Responsibilities

On April3, 2017, the Board appointed James F. Maguire, formerly
Executive Vice President, Operations of the Company, as Executive
Vice President, Technology, of the Company, effective April4,
2017. In this new role, Mr.Maguire will continue to manage the
Companys strategic marketing and U.S. engineering functions, and
will now be responsible for identifying and developing new
technologies and products for the Company. The Company does not
expect that there will be any change to Mr.Maguires base
compensation, bonus opportunity and other executive benefits in
the fiscal year ending March31, 2018.

Forward-Looking Statements

Statements in this report that are not strictly historical in
nature constitute forward-looking statements within the meaning
of the Private Securities Litigation Reform Act of 1995. Such
statements include, but are not limited to, statements regarding
the Companys expectations regarding the amount of annualized
costs savings due to the workforce reduction and when such
savings will be fully realized; the amount of restructuring cash
and non-cash charges associated with the workforce reduction;
changes in compensation of employees; and other statements
containing the words believes, anticipates, plans, expects, will
and similar expressions. Such forward-looking statements
represent managements current expectations and are inherently
uncertain. Actual results may differ materially from what
management currently expects because of many risks and
uncertainties, including: risks related to the Company not being
able to realize the variable costs savings and annualized costs
savings; and risks related to the Company not being able to fully
realize the cost savings when it expects. These and the important
factors discussed in the Risk Factors section of the Companys
most recent quarterly or annual report filed with the SEC, among
others, could cause actual results to differ materially from
those indicated by forward-looking statements made herein and
presented elsewhere by management from time to time. In addition,
any forward-looking statements included in this report represent
the Companys expectations as of the date of this report. While
the Company anticipates that subsequent events and developments
may cause the Companys views to change, the Company specifically
disclaims any obligation to update these forward-looking
statements. These forward-looking statements should not be relied
upon as representing the Companys views as of any date subsequent
to the date of this report.

(d) Exhibits:

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About American Superconductor Corporation (NASDAQ:AMSC)

American Superconductor Corporation (AMSC) is a provider of megawatt-scale solutions. The Company operates through two segments: Wind and Grid. Through the Company’s Windtec Solutions brand, the Wind business segment enables manufacturers to field wind turbines. Through the Company’s Gridtec Solutions, the Grid business segment enables electric utilities and renewable energy project developers to connect, transmit and distribute power. AMSC supplies power electronics and control systems, licenses its engineered wind turbine designs and provides customer support services to wind turbine manufacturers. The Company provides a range of power electronics and software-based control systems. AMSC provides transmission planning services that enable it to identify power grid congestion and other risks. The Company also sells grid interconnection solutions for wind farms and solar power plants, power quality systems, and transmission and distribution cable systems.

American Superconductor Corporation (NASDAQ:AMSC) Recent Trading Information

American Superconductor Corporation (NASDAQ:AMSC) closed its last trading session up +0.03 at 6.70 with 77,803 shares trading hands.