UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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): May 3, 2022
(Exact name of registrant as specified in its charter)
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| (State or other jurisdiction | (Commission | (IRS Employer | |||||||||||||||||||||
| of incorporation) | File Number) | Identification No.) | |||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
Registrant’s telephone number, including area code: (980 ) 365-4300
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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 (see General Instruction A.2. below):
| 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(s) | Name of each exchange on which registered | ||||||
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).
| 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.
At the Annual Meeting on May 3, 2022, 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 16, 2022.
Proposal 1: Election of nine directors to serve a one-year term expiring at the 2023 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 | 81,600,178 | 505,085 | 30,263 | 4,243,142 | ||||||||||||||||||||||
| Gerhard F. Burbach | 81,577,182 | 505,264 | 53,080 | 4,243,142 | ||||||||||||||||||||||
| Rex D. Geveden | 81,437,882 | 677,019 | 20,625 | 4,243,142 | ||||||||||||||||||||||
| James M. Jaska | 79,622,119 | 2,435,964 | 77,443 | 4,243,142 | ||||||||||||||||||||||
| Kenneth J. Krieg | 81,468,007 | 606,158 | 61,361 | 4,243,142 | ||||||||||||||||||||||
| Leland D. Melvin | 81,281,666 | 814,861 | 38,999 | 4,243,142 | ||||||||||||||||||||||
| Robert L. Nardelli | 73,800,900 | 8,283,274 | 51,352 | 4,243,142 | ||||||||||||||||||||||
| Barbara A. Niland | 81,490,195 | 617,140 | 28,191 | 4,243,142 | ||||||||||||||||||||||
| John M. Richardson | 81,710,391 | 376,567 | 48,568 | 4,243,142 | ||||||||||||||||||||||
Proposal 2: Advisory vote to approve the 2021 compensation of our named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||||||||
| 79,873,418 | 2,176,995 | 85,113 | 4,243,142 | |||||||||||||||||
Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2022:
| Votes For | Votes Against | Abstentions | ||||||||||||
| 85,784,111 | 333,528 | 261,029 | ||||||||||||
Item 8.01 Other Events.
On May 3, 2022, we issued a press release announcing the appointment of Jan A. Bertsch as the Company's new Chair of the Board of Directors. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated herein by reference.
The information furnished pursuant to this Item 8.01, including Exhibit 99.1, shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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/ Thomas E. McCabe | ||||||||||
| Thomas E. McCabe | |||||||||||
| Senior Vice President, General Counsel, Chief Compliance Officer and Secretary | |||||||||||
May 4, 2022
Exhibit 99.1
BWXT Appoints Jan A. Bertsch as
New Chair of Board of Directors
(LYNCHBURG, Va. – May 3, 2022) – BWX Technologies, Inc. (NYSE: BWXT) announced today that Jan A. Bertsch has been elected as its new chair of the board of directors, effective May 3, 2022, succeeding retiring board chairman John A. Fees.
Bertsch has served as an independent director of BWXT since 2013, and she was most recently the chair of its audit and finance committee and a member of the compensation committee. She also serves on the board of directors of Meritor and its audit and governance committees, as well as the board of directors of Regal Rexnord and its audit and compensation committees.
“We are extremely fortunate to have someone of Jan’s caliber assume this important leadership position for our company,” said Rex Geveden, BWXT’s president and chief executive officer. “Jan’s tenure on our board goes back to before the spinoff of our power generation business in 2015, and her deep engagement on our board makes her an ideal fit for this new role.”
In Bertsch’s distinguished career, she served as the chief financial officer and senior vice president of Owens-Illinois and executive vice president and chief financial officer of Sigma-Aldrich. Earlier she worked in executive positions of increasing responsibility at BorgWarner, Chrysler, Visteon and Ford.
About BWXT
At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation Driven. Headquartered in Lynchburg, Virginia, BWXT is a Fortune 1000 and Defense News Top 100 manufacturing and engineering innovator that provides safe and effective nuclear solutions for global security, clean energy, environmental remediation, nuclear medicine and space exploration. With approximately 6,600 employees, BWXT has 12 major operating sites in the U.S. and Canada. In addition, BWXT joint ventures provide management and operations at more than a dozen U.S. Department of Energy and NASA facilities. Follow us on Twitter at @BWXT and learn more at www.bwxt.com.
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Media Contact
Jud Simmons
Director, Media & Public Relations
434.522.6462 hjsimmons@bwxt.com
Investor Contact
Mark Kratz
Vice President, Investor Relations
980.365.4300 investors@bwxt.com