TPI Composites announced that its Board of Directors has approved certain additional changes to the Company’s corporate governance policies and practices.

The Board has approved an amendment to the Company’s bylaws to implement a majority voting standard for uncontested director elections, effective January 1, 2023. In addition, the Board has committed to putting to a stockholder vote at the 2023 Annual Meeting of Stockholders a proposal to eliminate the supermajority vote requirement to adopt, amend or repeal certain provisions of the Company’s charter and bylaws. These newly announced changes are in addition to the Board already seeking stockholder approval to declassify the Board at the upcoming annual meeting.

“These governance changes – in addition to the proposal currently before stockholders to declassify our Board – clearly highlight our Board’s ongoing commitment to governance best practices,” said Steven C. Lockard, Chairman of the Board. “We have appreciated the opportunity to hear from our stockholders on these topics and are making these changes to improve accountability and transparency. Continuing to evolve towards a best-in-class governance profile goes hand-in-hand with our focus on creating long-term stockholder value, and we will continue to regularly assess our governance framework going forward to determine if additional changes are appropriate.”

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The Company’s new majority voting standard will be effective January 1, 2023 and will apply to all future elections, but will not impact the results of the 2022 Annual Meeting, for which voting has already commenced. When effective, the new majority voting standard will require each director nominee to submit, in advance of such nomination, an irrevocable resignation, subject to acceptance by the Board, that would become effective if such nominee does not receive more votes properly cast in favor of his or her election or re-election than votes properly cast against such election or re-election. Previously, under a plurality voting standard, the candidates receiving the most affirmative votes were elected, regardless of whether those votes constituted a majority. Plurality voting will continue to apply in contested elections in which the number of director candidates exceeds the number of available positions.

Source: TPI Composites, Inc.