American Superconductor Corporation (NASDAQ:AMSC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment

of Certain Officers; Compensatory Arrangements of Certain Officers.

(e)Amendment to Executive Severance Agreement.

On July31, 2017, American Superconductor Corporation (the “Company”) entered into the First Amendment to Executive Severance Agreement with its Senior Vice President and Chief Financial Officer, John W. Kosiba, Jr. (the “Amendment”). The Amendment amends Mr. Kosiba’s existing Executive Severance Agreement dated as of January13, 2012 (the “Kosiba Agreement”), which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2017 and is incorporated herein by reference.

Under the terms of the Amendment, Mr.Kosiba’s severance was increased from six (6)months to eighteen (18) months of base salary, less all applicable taxes and withholdings. All other terms of the Kosiba Agreement remain unchanged.

Item 5.07. Submission of Matters to a Vote of Security Holders.

On July 27, 2017, the Company held its Annual Meeting of Stockholders at which the Company’s stockholders took the following actions:

1. The Company’s stockholders elected the following directors to the Board of Directors of the Company (the “Board”):

There were 5,414,937 broker non-votes for each director.

2.The Company’s stockholders voted to ratify the selection by the Audit Committee of the Board of RSM US LLP as the Company’s independent registered public accounting firm for the current fiscal year by a vote of 13,309,211 shares of common stock for, 115,844 shares of common stock against and 1,302,917 shares of common stock abstaining.

3. The Company’s stockholders voted, on an advisory basis, to approve the compensation of the Company’s named executive officers by a vote of 8,217,201 shares of common stock for, 256,505 shares of common stock against and 839,329 shares of common stock abstaining. There were 5,414,937 broker non-votes on this matter.

4. The Company’s stockholders voted, on an advisory basis, for the frequency of future advisory votes on the compensation of the Company’s named executive officers (the “Frequency Vote”) by a vote of 4,325,496 shares of common stock for 3 Years, 141,819 shares of common stock for 2 Years, 4,009,460 shares of common stock for 1 Year and 836,260 shares of common stock abstaining. There were 5,414,937 broker non-votes on this matter.

Based on the voting results of the Frequency Vote, and consistent with the recommendation of our Board, the Company has determined that future advisory votes on executive compensation will be held every three years, until the next required advisory vote on the frequency of future advisory votes on executive compensation or the Board otherwise determines that a different frequency for future advisory votes on executive compensation is in the best interests of the Company’s stockholders.

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.