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): April 20, 2020
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)
_____________________________________________________________________________
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
____________________________________________________________________________
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 |
Common Stock, $0.01 par value | BWXT | New York Stock Exchange |
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 of Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On April 20, 2020, BWX Technologies, Inc. (“BWXT,” “we” or “us”) announced the appointment of Robb A. LeMasters to serve as our Senior Vice President and Chief Strategy Officer, effective July 13, 2020. In connection with his appointment, Mr. LeMasters resigned from our Board of Directors, effective April 15, 2020.
Item 7.01 | Regulation FD Disclosure. |
A copy of the press release announcing Mr. LeMasters’ appointment as our Senior Vice President and Chief Strategy Officer is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.
The information contained in Exhibit 99.1 hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
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/ Thomas E. McCabe | ||
Thomas E. McCabe | |||
Senior Vice President, General Counsel and Secretary | |||
April 20, 2020
Exhibit 99.1
BWXT Names Robb A. LeMasters to New Position
of Chief Strategy Officer
(LYNCHBURG, Va. - April 20, 2020) - BWX Technologies, Inc. (NYSE: BWXT) today announced that Robb A. LeMasters has been appointed senior vice president and chief strategy officer, effective July 13, 2020.
In this new role, LeMasters will be responsible for driving BWXT’s overall corporate strategy for growth in its various national security, clean energy, environmental remediation, nuclear medicine and space exploration markets. He will also oversee the company’s investor relations and mergers and acquisitions functions.
“We are exceptionally pleased to add someone of Robb’s caliber to our executive leadership team,” said Rex Geveden, BWXT’s president and chief executive officer. “Robb has been instrumental in helping our company unlock shareholder value through his role as a director of the corporation over the last half decade. His familiarity with our company and its strategic opportunities make him a perfect fit for this role.”
LeMasters was appointed as an independent director to BWXT’s board of directors in 2015 when the company spun off its power generation business. In connection with his employment with BWXT, he resigned from the board effective April 15, 2020.
Most recently, LeMasters was a managing director at Blue Harbour Group, which manages capital on behalf of public and corporate pension funds, sovereign wealth funds, endowments, foundations and other institutional investors. Prior to joining Blue Harbour Group, he was a founding partner of Theleme Partners. Previously, LeMasters was a partner at The Children’s Investment Fund and a vice president in the Relative Value/Event-Driven Group at Highbridge Capital Management. He began his career as an analyst at Morgan Stanley & Co. in the mergers and acquisitions group and subsequently joined Forstmann Little & Co. as a private equity analyst.
LeMasters earned a bachelor’s degree from the Wharton School at the University of Pennsylvania and a Master of Business Administration from the Harvard Business School.
About BWXT
At BWX Technologies, Inc. (NYSE: BWXT), we are People Strong, Innovation Driven. Headquartered in Lynchburg, Va., BWXT provides safe and effective nuclear solutions for national 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 @BWXTech and learn more at www.bwxt.com.
###
Media Contact |
Jud Simmons |
Director, Media & Public Relations |
434-522-6462 |
hjsimmons@bwxt.com |
Investor Contact |
Mark Kratz |
Director, Investor Relations |
980-365-4300 |
investors@bwxt.com |