BWX Technologies Inc. filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders (Amendment)
$BWXT
Industrial Machinery/Components
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 3, 2024
(Exact name of registrant as specified in its charter)
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Registrant’s telephone number, including area code: (980 ) 365-4300
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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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 January 3, 2024, BWX Technologies, Inc. (“BWXT,” “we” or “us”) filed a Current Report on Form 8-K under Item 5.02 pursuant to which we announced that the Board of Directors had appointed Nicole W. Piasecki to our Board of Directors, effective January 1, 2024. At that time, the Board of Directors had not yet appointed Ms. Piasecki to any Board committees.
In accordance with Securities and Exchange Commission rules, this amendment to the Form 8-K dated January 3, 2024 is being filed to report that the Board appointed Ms. Piasecki to the Governance Committee, effective May 3, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting on May 3, 2024, the Company's stockholders voted on three matters. A brief description of, and the final vote result for, each matter voted on at the Annual Meeting are set forth below. Each matter is described in more detail in our Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 14, 2024.
Proposal 1: Election of ten directors to serve a one-year term expiring at the 2025 annual meeting of stockholders and until their successors are duly elected and qualified:
| Nominee | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||||||||||||
| Jan A. Bertsch | 80,003,663 | 2,110,852 | 106,546 | 3,387,491 | ||||||||||||||||||||||
| Gerhard F. Burbach | 81,369,854 | 767,848 | 83,359 | 3,387,491 | ||||||||||||||||||||||
| Rex D. Geveden | 81,817,528 | 344,668 | 58,865 | 3,387,491 | ||||||||||||||||||||||
| James M. Jaska | 80,027,608 | 2,108,595 | 84,858 | 3,387,491 | ||||||||||||||||||||||
| Kenneth J. Krieg | 81,490,679 | 646,638 | 83,744 | 3,387,491 | ||||||||||||||||||||||
| Leland D. Melvin | 82,031,923 | 125,220 | 63,918 | 3,387,491 | ||||||||||||||||||||||
| Robert L. Nardelli | 80,561,062 | 1,545,754 | 114,245 | 3,387,491 | ||||||||||||||||||||||
| Barbara A. Niland | 80,840,090 | 1,296,199 | 84,772 | 3,387,491 | ||||||||||||||||||||||
| Nicole W. Piasecki | 81,792,985 | 345,911 | 82,165 | 3,387,491 | ||||||||||||||||||||||
| John M. Richardson | 81,533,467 | 610,954 | 76,640 | 61 | 3,387,491 | |||||||||||||||||||||
Proposal 2: Advisory vote to approve the 2023 compensation of our named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 81,241,299 | 792,587 | 187,175 | 3,387,491 | |||||||||||||||||
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2024:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 85,147,263 | 399,205 | 62,084 | ||||||||||||
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/ Mike T. Fitzgerald | ||||||||||
| Mike T. Fitzgerald | |||||||||||
| Vice President, Finance and Chief Accounting Officer | |||||||||||
May 7, 2024