MILWAUKEE, May 15, 2023 (GLOBE NEWSWIRE) -- 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.
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/.
John Glenn Grau, 203-972-9300
Richard Mahony, 917-257-6811
|If you have any questions, require assistance with voting your proxy card,|
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1 Permission to quote from the ISS or Glass Lewis report was neither sought nor obtained.