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): August 9, 2018
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BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
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Delaware | 001-34658 | 80-0558025 | ||
(State or other jurisdiction | (Commission | (IRS Employer | ||
of incorporation) | File Number) | Identification No.) | ||
800 Main Street, 4th Floor Lynchburg, Virginia | 24504 | |||
(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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in 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. |
The Board of Directors (the "Board") of BWX Technologies, Inc. ("we" or "us") appointed Gerhard F. Burbach to our Board as a non-employee director to fill a vacancy, effective August 9, 2018. Mr. Burbach will serve as a Class II director with an initial term expiring at the annual meeting of shareholders in 2021. The Board also appointed Mr. Burbach to serve on the Governance Committee and Safety and Security Committee.
Mr. Burbach will receive cash and equity compensation, including a grant of common stock with a value of $90,000 (representing the pro-rated 2018 stock grant awarded to non-employee directors), in accordance with our non-employee director compensation program as described in our definitive proxy statement filed with the Securities and Exchange Commission on March 23, 2018.
Mr. Burbach 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 has was appointed as a director.
A copy of our press release announcing his appointment is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
99.1 |
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/ Jason S. Kerr | ||
Jason S. Kerr | |||
Vice President and Chief Accounting Officer | |||
Date: August 9, 2018
Exhibit 99.1
BWXT Names Gerhard Burbach to Board of Directors
(LYNCHBURG, Va. - August 9, 2018) - BWX Technologies, Inc. (NYSE:BWXT) announced today that Gerhard "Gary" F. Burbach has been appointed to its board of directors.
Burbach serves on the board of directors of Fluidigm, a public company manufacturing and marketing innovative technologies for life sciences research, and is chairman of the board of directors of both Autonomic Technologies, Inc., a private medical device company developing neurostimulation based therapies, and Procyrion Inc., a private medical device company focused on the treatment of chronic heart failure. He also serves on the board of Vascular Dynamics, Inc., a private medical device company developing an innovative solution for hypertension.
From 2006 to 2014, Burbach was president, chief executive officer and director of Thoratec Corporation, a company that develops, manufactures and markets proprietary medical devices used for circulatory support. Prior to that, he held executive leadership positions at Digirad Corporation, Philips Medical Systems, ADAC Laboratories, McKinsey & Company and CitiCorp.
Burbach received a bachelor’s degree in industrial engineering from Stanford University and a master’s of business administration from Harvard Business School.
"We are extremely fortunate to add Gary to our board," said John A. Fees, chairman of BWXT. "As BWXT continues to develop its medical isotopes business, his medical industry experience and success will be highly valuable to our company and its strategic direction going forward."
About BWXT
Headquartered in Lynchburg, Va., BWX Technologies, Inc. (NYSE:BWXT) is a leading supplier of nuclear components and fuel to the U.S. government; provides technical and management services to support the U.S. government in the operation of complex facilities and environmental remediation activities; and supplies precision manufactured components, services and fuel for the commercial nuclear power industry. With approximately 6,250 employees, BWXT has 11 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 @BWXTech and learn more at www.bwxt.com.
Media Contact: | Investor Contact: | |
Jud Simmons | Alan Nethery | |
Director, Media and Public Relations | Vice President and Chief Investor Relations Officer | |
434-522-6462 | 980-365-4300 | |
hjsimmons@bwxt.com | investors@bwxt.com | |