8-K
BWX Technologies, Inc. (BWXT)
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): May 5, 2023
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 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting on May 3, 2023, the Company's stockholders voted on four 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 15, 2023.
Proposal 1: Election of nine directors to serve a one-year term expiring at the 2024 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 | 80,472,422 | 1,998,336 | 49,550 | 2,711,435 |
| Gerhard F. Burbach | 81,752,824 | 692,429 | 75,055 | 2,711,435 |
| Rex D. Geveden | 81,899,183 | 600,851 | 20,274 | 2,711,435 |
| James M. Jaska | 75,644,131 | 6,832,460 | 43,717 | 2,711,435 |
| Kenneth J. Krieg | 81,819,174 | 651,211 | 49,923 | 2,711,435 |
| Leland D. Melvin | 81,868,111 | 598,347 | 53,850 | 2,711,435 |
| Robert L. Nardelli | 80,403,631 | 2,067,390 | 49,287 | 2,711,435 |
| Barbara A. Niland | 79,687,954 | 2,783,573 | 48,781 | 2,711,435 |
| John M. Richardson | 81,881,605 | 585,922 | 52,781 | 2,711,435 |
Proposal 2: Advisory vote to approve the 2022 compensation of our named executive officers:
| Votes For | Votes Against | Abstentions | Broker Non-Votes |
|---|---|---|---|
| 81,508,665 | 647,897 | 363,746 | 2,711,435 |
Proposal 3: Advisory vote on the frequency of the advisory vote to approve the compensation of our named executive officers:
| 1 YEAR | 2 YEARS | 3 YEARS | Abstentions | Broker Non-Votes |
|---|---|---|---|---|
| 80,456,458 | 189,785 | 1,805,893 | 68,172 | 2,711,435 |
In addition, the Company has decided, consistent with the recommendation of the Board of Directors and the vote of stockholders, to hold annual advisory votes on executive compensation until the next advisory vote on the frequency of stockholder votes on executive compensation, or until our Board of Directors determines to hold such an advisory vote at a different frequency.
Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2023:
| Votes For | Votes Against | Abstentions |
|---|---|---|
| 84,835,540 | 316,226 | 79,977 |
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, Chief Compliance Officer and Secretary |
May 5, 2023