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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

 

Pursuant to Section 13 or 15 (d)

of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): May 15, 2024

 

BABCOCK & WILCOX ENTERPRISES, INC.
(Exact name of registrant as specified in its charter)

 

Delaware   001-36876   47-2783641
(State or other jurisdiction of
incorporation)		   (Commission File Number)   (IRS Employer Identification No.)

 

1200 EAST MARKET STREET, SUITE 650
AKRON, Ohio		   44305
(Address of principal executive offices)   (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (330) 753-4511

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class   Trading Symbol   Name of Each Exchange on which
Registered
Common stock, $0.01 par value per share   BW   New York Stock Exchange
8.125% Senior Notes due 2026   BWSN   New York Stock Exchange
6.50% Senior Notes due 2026   BWNB   New York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred Stock   BW PRA   New York Stock Exchange

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

 

Emerging growth company  ¨

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ¨

 

 

 

 

 

 

Item 5.07 Submission of Matters to a Vote of Security Holders

 

On May 15, 2024, at the 2024 annual meeting of stockholders (the “Annual Meeting”) of Babcock & Wilcox Enterprises, Inc. (the “Company”), the stockholders of the Company voted on six proposals, each of which is described in more detail in the Company’s definitive proxy statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 5, 2024. There were 64,235,918 shares of common stock present at the Annual Meeting in person or by proxy, which represented 71.78% of the combined voting power of the Company’s common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote on each matter to be acted on at the Annual Meeting for each share held as of the close of business on March 18, 2024. The voting results for each of the six proposals are detailed below.

 

Proposal 1:

 

The approval of amendments to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Board of Directors of the Company (the “Board”) and provide for annual elections of all directors beginning at the 2026 annual meeting of stockholders, did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes  
55,347,136   470,634   29,093   8,389,055  

 

Proposal 2:

 

The election of Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller to serve as Class I directors of the Company to serve until the Company’s 2026 annual meeting of stockholders was contingent upon the approval of Proposal 1 to declassify the Board. Since Proposal 1 was not approved at the Annual Meeting, Proposal 2 was deemed null and void.

 

Proposal 3:

 

As Proposal 1 was not approved, the stockholders elected Henry E. Bartoli, Naomi L. Boness and Philip D. Moeller to serve as Class III directors of the Company, each to serve a term of three years expiring at the Company’s 2027 annual meeting of stockholders. The voting results were as follows:

 

Name   Votes For   Votes
Withheld		   Broker Non-Votes  
Henry E. Bartoli   50,795,976   5,050,887   8,389,055  
Naomi L. Bonnes   54,592,576   1,254,287   8,389,055  
Philip D. Moeller   45,300,268   10,546,595   8,389,055  

 

Proposal 4:

 

The approval of amendments to the Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certificate of Incorporation and the Company’s Amended and Restated Bylaws did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:

 

Votes For   Votes Against     Abstain     Broker Non-Votes  
54,863,327   928,289     55,247     8,389,055  

 

 

 

 

Proposal 5:

 

The stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2024. The voting results were as follows:

 

Votes For   Votes Against   Abstain  
63,995,387   192,157   48,374  
           

 

Proposal 6:

 

The stockholders approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:

 

Votes For   Votes Against   Abstain   Broker Non-Votes  
53,823,307     1,898,873   124,683   8,389,055  

 

 

 

 

Signatures

 

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 thereunto duly authorized.

 

  BABCOCK & WILCOX ENTERPRISES, INC.
   
Date: May 21, 2024 By: /s/ Louis Salamone
    Louis Salamone
    Executive Vice President, Chief Financial Officer

 

 

 

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