UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 1.01. Entry into a Material Definitive Agreement.
On February 27, 2025, TPI Composites, Inc. (the “Company”) entered into a Cooperation Agreement (the “Cooperation Agreement”) with Dere Construction Taahhut A.S., Zeki Bora Turan, Emre Birhekimoglu and Alp Kirmizioglu (collectively with each of their respective affiliates and associates, the “Investor Group”).
Pursuant to the Cooperation Agreement, the Company has agreed to extend the deadline for notice of director nominations for consideration at the 2025 annual meeting of stockholders of the Company (the “2025 Annual Meeting”) to March 31, 2025. In addition, the Company has agreed that it will not hold the 2025 Annual Meeting prior to June 15, 2025.
Pursuant to the Cooperation Agreement, the Investor Group has agreed to certain standstill provisions that are effective until March 29, 2025, including, among other things, agreeing not to, subject to certain exceptions, (i) acquire cumulative ownership (directly or indirectly) of more than 26.0% of the Company’s outstanding common stock, (ii) transfer its shares of common stock to any third party that would result in such third party owning more than 4.9% of the Company’s outstanding common stock, (iii) nominate or publicly recommend for nomination any person for election to the Board, (iv) make or be the proponent of any stockholder proposal, (v) engage in any solicitation of proxies or consents with respect to any matter or proposal, (vi) initiate or participate in any tender or exchange offer, merger, consolidation or other extraordinary transaction involving the Company, (vii) subject any voting securities of the Company to any voting arrangement or agreement, or (viii) acquire or engage in any transaction involving synthetic equity interests or short interests in the Company.
The foregoing summary of the Cooperation Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Cooperation Agreement, a copy of which is attached as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On February 27, 2025, the Board of Directors of the Company extended the deadline for notice of director nominations for consideration at the 2025 Annual Meeting to March 31, 2025 pursuant to the Company’s Third Amended and Restated Bylaws (the “Bylaws”). Notices of director nominations submitted at or prior to 5:00 p.m. Mountain Standard Time on March 31, 2025 will be considered timely, provided that such notice otherwise complies with the relevant provisions of the Bylaws and applicable law. The extension of the advance notice deadline is applicable only with respect to nominations of persons for election to the Board of Directors of the Company at the 2025 Annual Meeting.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 10.1 | Cooperation Agreement, dated February 27, 2025, by and among the Company and the Investor Group | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TPI Composites, Inc. | ||||||
| Date: February 27, 2025 | By: | /s/ William E. Siwek | ||||
| William E. Siwek | ||||||
| President and Chief Executive Officer | ||||||