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): January 9, 2025
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________
| (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
____________________________________________________________________________
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On January 9, 2025, the Compensation Committee of the BWX Technologies, Inc. (the “Company”) Board of Directors approved the grant of 10,000 performance restricted stock units (“PSUs”) to Robb A. LeMasters, Executive Vice President and Chief Financial Officer with a grant date fair value of $1.15 million. The PSUs will cliff vest on or after December 31, 2027, subject to the achievement of the projected financial metrics for compound annual growth rates, or CAGR, for the Company’s revenue, adjusted EBITDA and free cash flow from January 1, 2025 through December 31, 2027 (the “Performance Period”), as well as achievement of the cumulative EBITDA targets for each of the recently announced acquisitions of Aerojet Ordnance Tennessee, Inc. and Kinectrics, Inc. during the Performance Period. Each metric is equally weighted at 20% of the total. The number of PSUs earned will be based on the level of performance achieved during the Performance Period with potential payouts ranging from 0% to 200% on each metric, subject to continued employment through the vesting date. This one-time PSU award is intended to support the long-term retention of Mr. LeMasters and further incentivize long-term shareholder value creation. The terms of the PSU award agreement are consistent with the Company’s prior PSU grant agreement, the form of which is included as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission ("SEC") on May 6, 2024 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. | Description | |||||||
| 10.1 | ||||||||
| 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/ Ronald O. Whitford, Jr. | ||||||||||
| Ronald O. Whitford, Jr. | |||||||||||
| Senior Vice President, General Counsel and Secretary | |||||||||||
January 10, 2025