TPI Composites, Inc. (NASDAQ:TPIC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02
On October2, 2017, TPI Composites, Inc. (the Company) announced that Jayshree Desai has been appointed to its Board of Directors (the Board). Ms.Desai was appointed as a ClassII Director on September29, 2017 to serve for a term expiring at the Company’s 2018 annual meeting of stockholders, or until her successor is elected or qualified or until her earlier resignation or removal.
Since 2010, Ms.Desai has served as the Chief Operating Officer of Clean Line Energy Partners LLC, a developer of transmission line infrastructure projects that deliver wind energy to communities and cities that lack access to low cost renewable energy resources. From 2002 to 2010, Ms.Desai served as the Chief Financial Officer of EDP Renewables North America LLC f/k/a Horizon Wind Energy, a developer, owner and operator of wind farms. Ms.Desai began her career as a business analyst at McKinsey& Company and also held various positions in the corporate development department of Enron Corporation.
Ms.Desai currently serves as the Chairperson of the Board of the Wind Energy Foundation, a nonprofit organization dedicated to raising public awareness of wind as a clean, domestic energy source. Ms.Desai holds a Master of Business Administration from the Wharton School of the University of Pennsylvania and a Bachelor of Business Administration from the University of Texas at Austin.
In connection with her appointment as a director of the Company, Ms.Desai was granted an option to purchase 5,790 shares of the Company’s common stock at an exercise price of $22.34 per share, to the Company’s Non-Employee Director Compensation Policy and the Company’s 2015 Amended and Restated Stock Option and Incentive Plan (the Plan). The option will have a term of ten years and will vest over four years (25% on the first anniversary date of the grant date and 6.25% each quarter thereafter); provided, however that the option will vest in its entirety upon a change of control of the Company. In addition, Ms.Desai was granted an award of 3,020 restricted stock units to the Company’s Non-Employee Director Compensation Policy and the Plan. The restricted stock units will vest in full on the earlier of the Company’s next annual shareholder meeting or the first year anniversary of the date of the grant so long as Ms.Desai continues to serve on the Board through the vesting date. In addition, Ms.Desai also will receive an annual cash fee of $60,000 for serving on the Board.
The Board has determined that Ms.Desai will be an independent director for purposes of NASDAQ rules. In addition, Ms.Desai was not appointed to any arrangement or understanding with any other person, and there are no transactions between Ms.Desai and the Company that would require disclosure under Item 404(a) of Regulation S-K. The Company will enter into its standard form of indemnification agreement with Ms.Desai in connection with her appointment to the Board.
On October2, 2017, the Company issued a press release regarding Ms.Desai’s appointment, which is included as Exhibit 99.1 to this Form 8-K. The information in Exhibit 99.1 is being furnished and shall not be deemed “filed” for the purposes of Section18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information in Exhibit 99.1 shall not be incorporated by reference into any registration statement or other document to the Securities Act of 1933, as amended.
| Item 5.02 | FINANCIAL STATEMENTS AND EXHIBITS. |
(d)Exhibits.
| 99.1 | Press Release of TPI Composites, Inc., dated October2, 2017 |
TPI COMPOSITES, INC ExhibitEX-99.1 2 d396652dex991.htm EX-99.1 EX-99.1 Exhibit 99.1 Jayshree Desai Joins TPI Composites Board of Directors Scottsdale,…To view the full exhibit click here
About TPI Composites, Inc. (NASDAQ:TPIC)
TPI Composites, Inc. manufactures composite wind blades. The Company operates through four segments. The United States segment includes the manufacturing of wind blades at its Newton, Iowa plant; the manufacturing of precision molding and assembly systems used for the manufacture of wind blades in its Warren, Rhode Island facility, and the manufacturing of composite solutions for the transportation industry, which it also conducts in its Rhode Island and Massachusetts facilities. The Asia segment includes the manufacturing of wind blades in facilities in Taicang Port, China and two in Dafeng, China; the manufacturing of precision molding and assembly systems in its Taicang City, China facility; the manufacturing of components in its second Taicang Port, China facility, and wind blade inspection and repair services. The Mexico segment manufactures wind blades from a facility in Juarez, Mexico. The Middle East and Africa segment manufactures wind blades from a facility in Izmir, Turkey.