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): September 11, 2020
_____________________________________________________

Babcock & Wilcox Enterprises, Inc.
(Exact name of registrant as specified in its charter)
_____________________________________________________

Delaware
001-36876
47-2783641
(State or other jurisdiction of incorporation)
(Commission File Number)
(IRS Employer Identification No.)
 
1200 East Market Street
Akron, Ohio
 
44305
(Address of principal executive offices)
 
(Zip Code)

(330) 753-4511
Registrant’s Telephone Number, including Area Code
N/A
(Former name or former address, if changed since last report.)
_____________________________________________________

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 Instructions A.2.):
 
q
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
q
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
q
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
q
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, par value $0.01 per share
BW
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 o



    
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.
o
 
 
 
 
 



 
 
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On September 11, 2020, the Compensation Committee (the “Committee”) of the Board of Directors of Babcock & Wilcox Enterprises, Inc. (the “Company”) approved and established a long-term cash incentive plan (the “LTCIP”). Pursuant to the LTCIP, certain eligible employees (including each of the Company’s named executive officers) have a bonus opportunity based 50% on the Company’s adjusted EBITDA (earnings before interest, taxes, depreciation and amortization) for 2021 and 50% on the Company’s adjusted EBITDA for 2022. To the extent a LTCIP participant is eligible for a bonus based on the Company’s adjusted EBITDA for 2021 or 2022 and except as the Committee may otherwise provide, the participant will only earn the bonus if the participant remains employed with the Company or one of its subsidiaries through December 31, 2023; provided that the Committee may pay up to half of any such bonus opportunity corresponding to 2021 or 2022 following the end of that year (subject to clawback, unless otherwise provided by the Committee, if the participant ceases to be employed with the Company or one of its subsidiaries prior to December 31, 2023). The total LTCIP bonus opportunity for each of the Company’s named executive officers is as follows: Kenneth M. Young- $1,500,000; Jimmy B. Morgan- $1,500,000; Louis Salamone- $950,000; and John Dziewisz- $650,000.



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.

 
 
 
 
 
Date: September 17, 2020
 
BABCOCK & WILCOX ENTERPRISES, INC.
 
 
 
 
 
By:
 
/s/ Louis Salamone
 
 
 
 
Louis Salamone
 
 
 
 
Executive Vice President, Chief Financial Officer and Chief Accounting Officer