BABCOCK Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

On June 14, 2019, at the Annual Meeting of Stockholders (the “Annual Meeting”) of Babcock & Wilcox Enterprises, Inc. (the “Company”), the stockholders of the Company, upon the recommendation of the Company’s Board of Directors (the “Board”), approved the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (amended and restated as of June 14, 2019) (the “Fourth Amended and Restated 2015 LTIP”). The Fourth Amended and Restated 2015 LTIP became effective upon such stockholder approval.

The Fourth Amended and Restated 2015 LTIP amends and restates in its entirety the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan (amended and restated as of November 2, 2018) (the “Third Amended and Restated 2015 LTIP”). The Fourth Amended and Restated 2015 LTIP, among other immaterial changes, increases the number of shares available for awards by 17,000,000 shares to a total of 29,271,731 shares of the Company’s common stock, subject to adjustment as provided under the plan document, including as further discussed below. The increase in the maximum number of shares available for awards will allow the Company to establish the previously announced equity pool of 16,666,666 shares of its common stock for issuance for long-term incentive planning purposes.

The terms and conditions of the Fourth Amended and Restated 2015 LTIP, to the extent they differ from the terms and conditions of either the Third Amended and Restated 2015 LTIP or the prior version of such plans document, do not apply to or otherwise impact previously granted or outstanding awards under such plan versions. Instead, outstanding awards under such prior plan versions will continue in effect in accordance with their terms. The description of the Fourth Amended and Restated 2015 LTIP is qualified in its entirety by reference to the full text of the Fourth Amended and Restated 2015 LTIP, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.

On June 14, 2019, the Company also amended its Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) to make the following changes:

These descriptions of the amendments to the Certificate of Incorporation are qualified in their entirety by reference to the full text of the Certificate of Amendment to the Certificate of Incorporation, a copy of which is filed as Exhibit 3.1 to this Current Report on Form 8-K and incorporated herein by reference.

As described above, the Company held the Annual Meeting on June 14, 2019. The final voting results for the following proposals submitted for a vote of stockholders at the Annual Meeting are set forth below.

Proposal 1:

The approval of amendments to the Certificate of Incorporation to declassify the Board and provide for annual elections of all directors beginning in 2021, did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:

Proposal 2:

The election of Henry E. Bartoli, Cynthia S. Dubin, and Kenneth Siegel to serve as Class I directors of the Company to serve until the Company’s 2021 annual meeting of stockholders was contingent upon the approval of Proposal 1 to declassify the Board. Since Proposal 1 was not approved at the Annual Meeting, Proposal 2 was deemed null and void.

Proposal 3:

As Proposal 1 was not approved, the stockholders elected Henry E. Bartoli, Cynthia S. Dubin, and Kenneth Siegel to serve as Class I directors of the Company, to serve until the Company’s 2022 annual meeting of stockholders. The voting results were as follows:

Proposal 4:

The approval of amendments to the Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certificate of Incorporation and the Company’s Amended and Restated Bylaws did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:

Proposal 5:

The stockholders approved the amendments to the Certificate of Incorporation to increase the number of authorized shares of the Company common stock from 200,000,000 to 500,000,000 shares. The voting results were as follows:

Proposal 6:

The stockholders approved the Equitization Transactions (as defined and described in the Company’s Proxy Statement for the Annual Meeting filed on May 14, 2019, as subsequently supplemented). The voting results were as follows:

Proposal 7:

The stockholders approved the amendment to the Certificate of Incorporation to renounce any interest or expectancy of the Company in, or in being offered an opportunity to participate in, any business opportunity that is presented to B. Riley

Financial, Inc., Vintage Capital Management, LLC, or their respective directors, officers, shareholders, or employees. The voting results were as follows:

Proposal 8:

The stockholders approved the amendments to the Company’s Certificate of Incorporation to effect a reverse stock split of the Company’s common stock. The voting results were as follows:

Proposal 9:

The stockholders approved the Company’s Fourth Amended and Restated 2015 LTIP. The voting results were as follows:

Proposal 10:

The stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2019. The voting results were as follows:

Proposal 11:

The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers. The voting results were as follows:

Item 7.01. Regulation FD Disclosure.

On June 17, 2019, the Company issued a press release announcing the approval by the Board of a rights offering to raise proceeds of up to $50 million. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information furnished to this Item 7.01, including Exhibit 99.1 furnished hereto, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the

Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

Babcock & Wilcox Enterprises, Inc. Exhibit
EX-3.1 2 exhibit31certificateofinco.htm EXHIBIT 3.1 Exhibit EXHIBIT 3.1CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF BABCOCK & WILCOX ENTERPRISES,…
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About BABCOCK & WILCOX ENTERPRISES, INC. (NYSE:BW)

Babcock & Wilcox Enterprises, Inc. is a technology-based provider of fossil and renewable power generation and environmental equipment that includes a suite of boiler products and environmental systems, and services for power and industrial uses. The Company operates in three segments: Global Power, Global Services and Industrial Environmental. Through its Global Power segment, the Company engineers, manufactures, procures, constructs and commissions boilers fueled by fossil fuels and renewables in addition to environmental systems and related auxiliary equipment primarily to steam generating customers globally. Through its Global Services segment, the Company provides aftermarket products and services to steam generating utilities across the world and various industrial customers. Through its Industrial Environmental segment, the Company provides a range of environmental technology and services to industrial end markets across the world.