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): 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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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) | |||||
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Securities registered pursuant to Section 12(b) of the Act: | ||||||||
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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).
| 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 January 1, 2024, the Board of Directors of BWX Technologies, Inc. (“BWXT,” “we” or “us”) appointed Nicole W. Piasecki to our Board of Directors with an initial term expiring at our annual meeting of shareholders in 2024. Ms. Piasecki will receive the non-executive director compensation as set forth under “Compensation of Directors” in our Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 15, 2023 and incorporated herein by reference, which the Board amended to increase the annual equity award to $155,000 for all directors in May 2023. Ms. Piasecki has not been appointed to any committees at this time. In addition, Ms. Piasecki entered into the Company's standard form of director and officer indemnification agreement, a copy of which was filed with the SEC on August 5, 2015 as Exhibit 10.15 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and is incorporated herein in its entirety.
The Board of Directors made an affirmative determination that Ms. Piasecki is an independent director under the New York Stock Exchange Listing Standards. Ms. Piasecki 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 her and any other person pursuant to which she was appointed as a director.
A copy of the press release announcing Ms. Piasecki’s appointment to the Board of Directors 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.
(d) Exhibits
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| 99.1 | ||||||||
| 101.INS | XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | |||||||
| 101.SCH | XBRL Taxonomy Extension Schema Document | |||||||
| 101.CAL | XBRL Taxonomy Extension Calculation Linkbase Document | |||||||
| 101.DEF | XBRL Taxonomy Extension Definition Linkbase Document | |||||||
| 101.LAB | XBRL Taxonomy Extension Label Linkbase Document | |||||||
| 101.PRE | XBRL Taxonomy Extension Presentation Linkbase Document | |||||||
| 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/ Mike T. Fitzgerald | ||||||||||
| Mike T. Fitzgerald | |||||||||||
| Vice President, Finance and Chief Accounting Officer | |||||||||||
January 3, 2024
BWXT Names Nicole W. Piasecki to Board of Directors
(LYNCHBURG, Virginia – January 3, 2024) – BWX Technologies, Inc. (NYSE: BWXT) announced today that Nicole W. Piasecki has been appointed to its board of directors effective January 2, 2024.
Piasecki spent 25 years with The Boeing Company in a number of senior leadership positions, including the role of vice president and general manager of the Propulsion Systems Division for Boeing Commercial Airplanes. She currently serves on the boards of BAE Systems and Weyerhaeuser Company. Piasecki is also a senior advisor to Mitsubishi Heavy Industries and previously chaired the board of Seattle University. Having started her career in a family-owned vertical lift R&D business, she later worked as an engineer for United Technologies before joining Boeing.
Piasecki previously has held appointments to the U.S. Federal Aviation Administration’s Management Advisory Council and the U.S. Department of Aviation’s Future of Aviation Committee.
“We are very fortunate to add someone with Nicole’s business, manufacturing and technological perspectives to our board,” said Jan Bertsch, chair of BWXT’s board of directors. “Her deep understanding of the aerospace and defense sector and experience across a variety of domestic and international markets will bring an important perspective as BWXT continues to pursue its growth goals going forward.”
Piasecki holds a bachelor’s degree in mechanical engineering from Yale University and an MBA from the Wharton School of the University of Pennsylvania.
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About BWXT
At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation Driven. Headquartered in Lynchburg, Va., BWXT is a Defense News Top 100 manufacturing and engineering innovator that provides safe and effective nuclear solutions for global security, clean energy, environmental restoration, nuclear medicine and space exploration. With more than 7,000 employees, BWXT has 14 major operating sites in the U.S., Canada and the U.K. In addition, BWXT joint ventures provide management and operations at more than a dozen U.S. Department of Energy and NASA facilities. For more information, visit www.bwxt.com. Follow us on Linkedin, X, Facebook and Instagram.
BWXT Contacts
| Media | Investors | |||||||
| Jud Simmons | Chase Jacobson | |||||||
| Senior Director, Media & Public Relations | Vice President, Investor Relations | |||||||
434.522.6462 hjsimmons@bwxt.com | 980.365.4300 investors@bwxt.com | |||||||