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EX-99.1 - EXHIBIT 99.1 - BWX Technologies, Inc. | a50863704ex99_1.htm |
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 9, 2014
THE BABCOCK & WILCOX COMPANY |
(Exact name of registrant as specified in its charter) |
DELAWARE |
001-34658 |
80-0558025 |
(State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
13024 BALLANTYNE CORPORATE PLACE |
28277 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s Telephone Number,
including Area Code: (704)
625-4900
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:
⃞
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))
_____________________________________________
Item 2.02 Results of Operations and Financial Condition.
On May 12, 2014, we issued a press release announcing our financial results for the first quarter ended March 31, 2014. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.
The information furnished pursuant to this Item 2.02, including Exhibit 99.1, 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 5.07 Submission of Matters to a Vote of Security Holders.
We held our annual meeting of stockholders (the “Annual Meeting”) on May 9, 2014. 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 Proxy Statement filed with the U.S. Securities and Exchange Commission on March 28, 2014.
Proposal 1: Election of three Class I directors to serve a three-year term:
Nominee | Votes For | Votes Withheld | Broker Non-Votes |
E. James Ferland | 83,085,817 | 1,015,412 | 5,235,905 |
Brian K. Ferraioli | 82,312,839 | 1,788,390 | 5,235,905 |
Robert L. Nardelli | 82,790,003 | 1,311,226 | 5,235,905 |
Proposal 2: Advisory vote to approve the compensation of our named executive officers:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
80,873,664 | 1,606,871 | 1,620,694 | 5,235,905 |
Proposal 3: Approval of our Amended and Restated 2010 Long-Term Incentive Plan (the “Plan”) and re-approval of the material terms for performance-based awards for section 162(m) purposes under the Plan:
Votes For | Votes Against | Abstentions | Broker Non-Votes |
79,228,164 | 3,321,050 | 1,552,015 | 5,235,905 |
Proposal 4: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013:
Votes For | Votes Against | Abstentions |
88,863,945 | 204,216 | 268,973 |
There were no broker non-votes for Proposal 4.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
99.1 Earnings Release dated May 12, 2014.
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 thereunto duly authorized.
THE BABCOCK & WILCOX COMPANY |
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By: |
/s/ David S. Black |
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David S. Black |
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Vice President and Chief Accounting Officer |
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May 12, 2014 |
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