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    Babcock & Wilcox Enterprises Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

    6/10/25 4:01:18 PM ET
    $BW
    Building Products
    Industrials
    Get the next $BW alert in real time by email
    false 0001630805 0001630805 2025-06-04 2025-06-04 0001630805 us-gaap:CommonStockMember 2025-06-04 2025-06-04 0001630805 BW:SeniorNotes8.125PercentageDue2026Member 2025-06-04 2025-06-04 0001630805 BW:SeniorNotes6.50PercentageDue2026Member 2025-06-04 2025-06-04 0001630805 BW:SeriesA7.75PercentageCumulativePerpetualPreferredStockMember 2025-06-04 2025-06-04 iso4217:USD xbrli:shares iso4217:USD xbrli:shares

     

     

     

    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): June 4, 2025

     

      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
    7.75% Series A Cumulative Perpetual Preferred Stock   BW PRA   New York Stock Exchange
    6.50% Senior Notes due 2026   BWNB   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 June 4, 2025, at the 2025 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 21, 2025. There were 74,091,479 shares of common stock present at the Annual Meeting in person or by proxy, which represented 75.29% 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 April 14, 2025. 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 2027 annual meeting of stockholders did not receive the required affirmative vote of at least 80% of the voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors for approval. The voting results were as follows:

     

    Votes For   Votes Against   Abstain   Broker Non-Votes 
     52,677,297    6,429,012    41,361    14,943,809 

     

    Proposal 2:

     

    The election of Joseph A. Tato and Kenneth M. Young to serve as Class I directors of the Company to serve until the Company’s 2027 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 Joseph A. Tato and Kenneth M. Young to serve as Class I directors of the Company, each to serve a term of three years expiring at the Company’s 2028 annual meeting of stockholders. The voting results were as follows:

     

    Name  Votes For   Votes
    Withheld
       Broker Non-Votes 
    Joseph A. Tato   46,187,632    12,960,038    14,943,809 
    Kenneth M. Young   52,198,302    6,949,368    14,943,809 

     

    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 voting power of all then outstanding shares of capital stock entitled to vote generally in the election of directors for approval. The voting results were as follows:

     

    Votes For   Votes Against   Abstain   Broker Non-Votes 
     52,004,008    6,967,096    176,566    14,943,809 

     

     

     

     

    Proposal 5:

     

    The stockholders approved the ratification of the appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for the year ending December 31, 2025. The voting results were as follows:

     

    Votes For   Votes Against   Abstain 
     73,198,923    194,731    697,825 

     

    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 
     44,810,613    14,146,161    190,896    14,943,809 

     

     

     

    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.
       
    June 10, 2025 By: /s/ Cameron Frymyer
        Cameron Frymyer
        Executive Vice President and Chief Financial Officer (Principal Accounting Officer and Duly Authorized Representative)

     

     

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