BWSN Babcock & Wilcox Enterprises Inc

 

 

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): December 2, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

On November 26, 2024, Louis Salamone, Jr. announced that he would step down as the Executive Vice President and Chief Financial Officer of Babcock & Wilcox Enterprises, Inc. (the “Company”) effective December 31, 2024. In connection with Mr. Salamone’s transition, the Company entered into a consulting agreement with Mr. Salamone, dated November 27, 2024 (the “Salamone Consulting Agreement”). Pursuant to the Salamone Consulting Agreement, Mr. Salamone will provide consulting services (including transition support of the Chief Financial Officer role) to the Company for a one year term commencing January 1, 2025, subject to earlier termination by either party with thirty days’ advance written notice and provided that Mr. Salamone executes a release of claims in favor of the Company. As consideration for his consulting services, the Salamone Consulting Agreement provides that the Company will pay Mr. Salamone (1) a $29,166 monthly fee during the term of Mr. Salamone’s services, (2) a $525,000 signing bonus, payable within 15 days of January 1, 2025, and (3) an additional bonus of $525,000 payable in monthly instalments over the 12-month term of the Salamone Consulting Agreement. In addition, Mr. Salamone will vest on December 31, 2024 in 130,000 restricted stock units previously granted to him by the Company and all other unvested equity awards held by Mr. Salamone on that date will terminate. The Company appreciates Mr. Salamone’s efforts over the past six years, as well as his commitment to provide transition and consulting services to the Company.

 

On December 2, 2024, the Company announced the appointments of Cameron Frymyer to Executive Vice President and Chief Financial Officer of the Company, Jimmy Morgan to Executive Vice President and Chief Commercial Officer of the Company and Chris Riker to Executive Vice President and Chief Operating Officer of the Company, each effective on January 1, 2025. In such capacity, Mr. Frymyer will serve as the principal financial officer of the Company.

 

Mr. Frymyer, age 49, has served as Senior Vice President, Business Operations, of the Company since 2023. From 2020 to 2023, Mr. Frymyer served as Business Segment Chief Financial Officer for The Babcock & Wilcox Company and B&W SPIG subsidiaries. Prior to that, he was Vice President, Finance for The Babcock & Wilcox Company and B&W SPIG from 2016-2020. Mr. Frymyer also was Vice President, Finance for the Company’s Power and Industrial Segments from 2015-2016 and Finance Director for the Company’s Power segment and Controller for the Company’s Global Power Division from 2012. Mr. Frymyer joined the Company in 2007.

 

Mr. Morgan, age 55, has served as the Company’s Chief Operating Officer since August 2020 and was additionally named Executive Vice President in January 2022. He has also served as Managing Director of our Babcock & Wilcox Vølund subsidiary. Previously, Mr. Morgan served as our Senior Vice President, Babcock & Wilcox from January 2019 to August 2020. From December 2016 until January 2019, Mr. Morgan served as Senior Vice President, Renewable, with responsibility for the company’s Babcock & Wilcox Vølund subsidiary and for Babcock & Wilcox’s operations and maintenance services businesses. From August 2016 to December 2016, he served as Senior Vice President, Operations. He was Vice President, Operations from May 2016 to August 2016 and was Vice President and General Manager of Babcock & Wilcox Construction Co., Inc. from February 2016 to May 2016. Before joining the Company, he was President of Allied Technical Resources, Inc., a technical staffing company, from September 2013 to January 2016. Previous positions included serving as Chief Operating Officer with BHI Energy, Vice President of Installation and Modification Services with Westinghouse Electric Company, and as Managing Director for AREVA T&D. He began his career with Duke Energy.

 

Mr. Riker, age 42, has served as Senior Vice President, Thermal since August 2022 with responsibility for our global thermal energy business. He has also served as Senior Vice President, Global Parts and Service from 2018 to 2022, where he led us worldwide parts and services business, and Vice President, Industrial Steam Generation from 2016 to 2018 where he had responsibility over package boiler, pulp and paper and petrochemical businesses. Prior to that, he led the Finance organization for former Global Services segment after serving as Controller for Diamond Power International, Inc. subsidiary. Chris first joined Babcock & Wilcox in the role of Manager of Internal Audit in 2010 after serving as a consultant with KPMG, LLP.

 

There are no arrangements or understandings between Messrs. Frymyer, Morgan or Riker and any other persons pursuant to which each of Messrs. Frymyer, Morgan or Riker was selected as an officer of the Company. There are also no family relationships between Messrs. Frymyer, Morgan or Riker and any director or executive officer of the Company, and each of Messrs. Frymyer, Morgan and Riker do not have any direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

 

 

In connection with their appointments, Mr. Frymyer’s annual rate of base salary will increase to $500,000 and Mr. Riker’s annual rate of base salary will increase to $500,000.

 

Item 8.01 Other Events.

 

The Babcock & Wilcox Company (the “B&W Company”) is party to a Consultant Agreement with Henry E. Bartoli, a member of the Company’s Board of Directors, dated November 5, 2020, as amended on January 5, 2022 and December 31, 2023 (the “Bartoli Consulting Agreement”). Pursuant to the Bartoli Consulting Agreement, Mr. Bartoli provides consulting services to the B&W Company. On November 26, 2024, the B&W Company and Mr. Bartoli entered into a third amendment to the Bartoli Consulting Agreement (the “Amendment”) that extends the term of the Bartoli Consulting Agreement through December 31, 2025, subject to earlier termination by either party as provided in the Bartoli Consulting Agreement. The Amendment also provides that as consideration for his consulting services during the extended term, Mr. Bartoli will receive (1) a $12,500 monthly fee and (2) restricted stock units with a grant date value of $75,000 to be granted by the Company, half of which will vest on each of June 30, 2025 and December 31, 2025, subject to Mr. Bartoli’s continued service through the applicable vesting date. Except as provided in the preceding sentence, the provisions of the Bartoli Consulting Agreement remain unchanged.

 

The foregoing description of the Amendment is a summary, does not purport to be complete and is qualified in its entirety by reference to the Amendment, which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 9.01 Financial Statements and Exhibits

 

(d) Exhibits

Exhibit No.						Description
99.1						Third Amendment to the Consulting Agreement, by and between The Babcock & Wilcox Company and Henry Bartoli, dated November 26, 2024.
104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

 

 

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.
December 2, 2024	By:	/s/ John J. Dziewisz
	John J. Dziewisz
	Executive Vice President, General Counsel and Corporate Secretary

  

 

 

 

Exhibit 99.1

 

THIRD AMENDMENT TO CONSULTING AGREEMENT

 

This Third Amendment (the “Third Amendment”) to the Consulting Agreement between The Babcock & Wilcox Company (“B&W”) and Henry Bartoli (the “Consultant”) dated November 5^th, 2020, amended on January 1, 2022 and on January 1, 2024 (collectively the “Consulting Agreement”) is effective as of January 1, 2025 (the “Effective Date”).

 

RECITALS

 

WHEREAS, B&W and Consultant desire to extend the term of the Consulting Agreement and define the compensation structure associated with such term extension, on the terms and conditions specified in this Third Amendment; and

 

WHEREAS, B&W and Consultant desire to set forth in writing their understandings and agreement with respect to such matter.

 

NOW, THEREFORE, in consideration of the foregoing, the Consultant’s continued consulting to B&W, the mutual promises hereinafter set forth, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto, intended to be legally bound, agree to the following revisions to the Consulting Agreement:

 

(10) TERM – Replace the first sentence with the following: “This Agreement shall remain in effect through December 31, 2025 unless earlier terminated as otherwise provided herein.”

 

Exhibit B – Replace Exhibit B in its entirety with the following:

 

Compensation Type	Compensation Amount/Method
Base Fee	$12,500/month
LTIP Award	$75,000 worth of Restricted Stock Units
	Vesting schedule and terms:
	50% of shares on June 30, 2025
	50% of shares on December 31, 2025
	Vesting of the Restricted Stock Units is contingent upon the
	Agreement being in effect as of the applicable vesting date; all
	other terms outlined in corresponding grant agreement
Business Related Travel	Reimbursement for cash expenses related to business travel

 

Except as set forth above, nothing in this Third Amendment shall be deemed to alter, amend, or modify any other provisions of the Consulting Agreement.

 

 

IN WITNESS WHEREOF, this Third Amendment has been executed as of the date last signed below.

 

	CONSULTANT:
	By:	/s/ Henry Bartoli
	Name:	Henry Bartoli
	Date:	11/26/2024
	THE BABCOCK & WILCOX COMPANY
	By:	/s/ Kenneth Young
	Name:	Kenneth Young
	Title:	CEO
	Date:	11/26/2024

 

 

v3.24.3

Cover	Dec. 02, 2024
Document Information [Line Items]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Dec. 02, 2024
Entity File Number	001-36876
Entity Registrant Name	BABCOCK & WILCOX ENTERPRISES, INC.
Entity Central Index Key	0001630805
Entity Tax Identification Number	47-2783641
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	1200 East Market Street
Entity Address, Address Line Two	Suite 650
Entity Address, City or Town	Akron
Entity Address, State or Province	OH
Entity Address, Postal Zip Code	44305
City Area Code	330
Local Phone Number	753-4511
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Entity Emerging Growth Company	false
Common Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	Common stock, $0.01 par value per share
Trading Symbol	BW
Security Exchange Name	NYSE
Senior Notes 8. 125 Percentage Due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	8.125% Senior Notes due 2026
Trading Symbol	BWSN
Security Exchange Name	NYSE
Senior Notes 6. 50 Percentage Due 2026 [Member]
Document Information [Line Items]
Title of 12(b) Security	6.50% Senior Notes due 2026
Trading Symbol	BWNB
Security Exchange Name	NYSE
Series A 7. 75 Percentage Cumulative Perpetual Preferred Stock [Member]
Document Information [Line Items]
Title of 12(b) Security	7.75% Series A Cumulative Perpetual Preferred Stock
Trading Symbol	BW PRA
Security Exchange Name	NYSE

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