BWX Technologies Inc. filed SEC Form 8-K: Leadership Update, Financial Statements and Exhibits
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 18, 2026, the Board of Directors (the "Board") of BWX Technologies, Inc. (the "Company") increased the size of the Board from nine to ten directors and appointed Daniel L. Jablonsky to the Board effective as of March 2, 2026 and with an initial term expiring at the Company's annual meeting of shareholders in 2026. Mr. Jablonsky will participate in the current director compensation arrangements applicable to the Company's non-employee directors which are set forth under “Compensation of Directors” in the Company's definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission (“SEC”) on March 19, 2025 (the "2025 Proxy Statement") and which the Board amended to increase the annual equity award to $165,000 for all non-employee directors in May 2025. The Board appointed Mr. Jablonsky to the Audit and Finance Committee and determined that Mr. Jablonsky satisfies the SEC's definition of an "audit committee financial expert." In addition, Mr. Jablonsky entered into the Company's standard form of director and officer indemnification agreement, which is described under "Certain Relationships and Related Transactions" in our 2025 Proxy Statement.
The Board of Directors made an affirmative determination that Mr. Jablonsky is an independent director under the New York Stock Exchange Listing Standards. Mr. Jablonsky does not have an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between him and any other person pursuant to which he was appointed as a director.
A copy of the press release announcing Mr. Jablonsky’s appointment to the Board is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Press release dated February 20, 2026. | |
| 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 hereunto duly authorized.
| BWX TECHNOLOGIES, INC. | ||
| By: | /s/ Toby W. Smith | |
| Toby W. Smith | ||
| Senior Vice President, General Counsel and Secretary | ||
February 20, 2026