Babcock & Wilcox Enterprises, Inc.
For the period ended Jun 4, 2025. Filed Apr 21, 2025.
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Jun 4, 2025 · Filed Apr 21, 2025
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Cover page
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
(Amendment No. )
| | ☑ | | | Filed by the Registrant | | | ☐ | | | Filed by a Party other than the Registrant | |
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| | | Check the appropriate box: | | | ||||
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| | | ☐ | | | | Preliminary Proxy Statement | | |
| | | ☐ | | | | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | | |
| | | ☑ | | | | Definitive Proxy Statement | | |
| | | ☐ | | | | Definitive Additional Materials | | |
| | | ☐ | | | | Soliciting Material Pursuant to §240.14a-12 | | |
BABCOCK & WILCOX ENTERPRISES, INC.
(Name of registrant as specified in its charter)
(Name of person(s) filing proxy statement, if other than the registrant).
| | | Payment of Filing Fee (Check the appropriate Box) | | | ||||
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| | | ☑ | | | | No fee required. | | |
| | | ☐ | | | | Fee paid previously with preliminary materials. | | |
| | | ☐ | | | | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a(6)(i)(1) and 0-11. | | |
April 21, 2025
Babcock & Wilcox Enterprises, Inc.
1200 East Market Street, Suite 650
Akron, Ohio 44305 Via live webcast at www.virtualshareholdermeeting.com/BW2025
Dear Fellow Stockholders:
On behalf of our Board of Directors (the “Board”), we are pleased to invite you to attend the Babcock & Wilcox Enterprises, Inc. (“B&W” or the “Company”) 2025 Annual Meeting of Stockholders on June 4, 2025 (the “Annual Meeting”). This will be a virtual meeting of stockholders, beginning at 10:30 a.m. Eastern Time. You may attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BW2025. You also will be able to vote your shares electronically at the Annual Meeting (other than shares held through the B&W Thrift Plan, which must be voted prior to the meeting), although we urge you not to wait until the meeting to vote your shares.
We invite you to read this year’s proxy statement highlighting key activities and accomplishments in 2024 and presenting the matters for which we are seeking your vote at the Annual Meeting.
Building on our Strong Foundation
Over the last year, our core businesses continued to perform well, and strong global demand for our technologies, products and services drove sustained growth for our company. We believe the increasing need for power and electricity fueled by demand from artificial intelligence data centers, electric vehicles and expanding economies will be key drivers for growth across our broad range of technologies, and we are seeing our utility and industrial clients, including in the oil and gas sector, continuing to increase capacity utilizing our core technologies while evaluating further power generation augmentation through biomass, hydrogen and natural gas.
We’re also encouraged by the progress we’ve made over the last year with our ClimateBright™ and BrightLoop™ suite of decarbonization and hydrogen technologies. We remain dedicated to our development, engineering and construction activities around our several BrightLoop projects and are intently focused on our strategic investments to enhance our ClimateBright decarbonization platform and BrightLoop hydrogen generation technology.
From serving as a trusted provider of aftermarket parts, services and construction in support of the growing demand for baseload power generation, to developing and providing environmental, carbon capture and hydrogen generation solutions, we remain steadfast in our mission to provide our customers with safe, efficient, reliable and sustainable power. We’re excited about growing our leadership role in the evolving fields of clean energy and decarbonization, and to continuing to serve the global thermal markets that are the bedrock of our business.
Looking forward, we will continue to innovate and work to help power a sustainable future, and are confident that our forward-thinking approach, combined with our leading technologies and the talents and dedication of our outstanding team of employees across our operations, will generate meaningful value for our shareholders and contribute to a cleaner world for generations to come.
We Welcome Your Feedback
We hope you will participate in the Annual Meeting to hear more about our operations and our progress, and we encourage you to share your thoughts, concerns and suggestions with us. We also want to ensure your shares are represented as we conduct a vote on the matters outlined in this proxy statement. Whether or not you plan to attend, please cast your vote as soon as possible either via:
the internet at www.proxyvote.com,
by calling 1-800-690-6903, or
by returning the accompanying proxy card if you received a printed set of materials by mail.
Further instructions on how to vote your shares can be found in this proxy statement.
On behalf of our Board of Directors and the employees of B&W, I want to thank you for your confidence in us and your investment in our business. If you have any questions or suggestions, please feel free to contact us at the address above or by visiting our website.
Sincerely,
Kenneth M. Young
Chairman and Chief Executive Officer
| | April 21, 2025 Babcock & Wilcox Enterprises, Inc. 1200 East Market Street, Suite 650 Akron, Ohio 44305 | | | |
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NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS
The 2025 Annual Meeting will be a virtual meeting of stockholders, beginning at 10:30 a.m. Eastern Time on June 4, 2025. You will be able to attend the Annual Meeting online and submit questions during the meeting by visiting www.virtualshareholdermeeting.com/BW2025. You will also be able to vote your shares electronically at the Annual Meeting (other than shares held through the B&W Thrift Plan, which must be voted prior to the meeting). The Annual Meeting will be held to:
(1)
approve amendments to the Company’s Restated Certificate of Incorporation (“Certificate of Incorporation”) to declassify the Company’s Board of Directors (the “Board”) and provide for annual elections of all directors beginning at the 2027 annual meeting of stockholders;
(2)
if Proposal 1 is approved and our Board is re-classified, elect Joseph A. Tato and Kenneth M. Young as Class I directors of the Company for a term of two years;
(3)
if Proposal 1 is not approved, elect Joseph A. Tato and Kenneth M. Young as Class I directors of the Company for a term of three years;
(4)
approve amendments to the Company’s 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 our Certificate of Incorporation and Bylaws;
(5)
ratify our Audit and Finance Committee’s appointment of BDO USA, P.C. as our independent registered public accounting firm for the year ending December 31, 2025;
(6)
approve, on a non-binding advisory basis, the compensation of our named executive officers; and
(7)
transact such other business as may properly come before the Annual Meeting or any adjournment thereof.
If you were a stockholder as of the close of business on April 14, 2025 (the “record date”), you are entitled to vote at the Annual Meeting and at any postponement or adjournment thereof. To participate in the Annual Meeting via live webcast, you will need the 16-digit control number included on your proxy card and on the instructions that accompany your proxy materials. The Annual Meeting will begin promptly at 10:30 a.m. Eastern Time. Online check-in will begin at 10:25 a.m. Eastern Time.
If you are a stockholder of record, you can vote your shares by voting by Internet, telephone, mailing in your proxy or virtually at the Annual Meeting. You may give us your proxy by following the instructions included in the enclosed proxy card. Further instructions on how to vote your shares can be found in this proxy statement.
A list of stockholders entitled to vote at the Annual Meeting will be available for examination at the Company’s headquarters for 10 days prior to the Annual Meeting. The list of stockholders may also be accessed during the Annual Meeting at www.virtualshareholdermeeting.com/BW2025 by using the control number on your proxy card, voting instruction form, or Notice of Internet Availability.
On April 21, 2025, we commenced providing or making available our proxy materials, including this notice and proxy statement as well as a copy of our 2024 Annual Report, to all stockholders of record as of the record date.
Your vote is important. Please vote your proxy promptly so your shares can be represented, even if you plan to attend the Annual Meeting. You can vote by Internet, by telephone, or by requesting a printed copy of the proxy materials and using the enclosed proxy card.
By Order of the Board of Directors,
John J. Dziewisz
Executive Vice President,
General Counsel &
Corporate Secretary
Dated: April 21, 2025
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON JUNE 4, 2025.
We are pleased to announce that we are delivering your proxy materials for the 2025 Annual Meeting of Stockholders via the Internet. Because we are delivering proxy materials via the Internet, the Securities and Exchange Commission requires us to mail a notice to our shareholders notifying them that these materials are available on the Internet and how these materials may be accessed. This notice, which we refer to as our “Notice of Proxy Materials,” will be mailed to our shareholders on or about April 21, 2025.
Our Notice of Proxy Materials will instruct you on how you may vote your proxy via the Internet or by telephone, or how you can request a full set of printed proxy materials, including a proxy card to return by mail. If you would like to receive printed proxy materials, you should follow the instructions contained in our Notice of Proxy Materials. Unless you request them, you will not receive printed proxy materials by mail.
The Proxy Statement and Annual Report are available free of charge on our website at
https://investors.babcock.com/home/financial-reports/
and at http://www.proxyvote.com
2025 PROXY STATEMENT SUMMARY
2024 Pay-For-Performance
Our executive compensation programs are based on a strong alignment between pay and performance, and this is reflected in the payout amounts under our cash incentive program and the value of earned awards under our long-term incentive programs. Decisions by the Compensation Committee of the Board, which we refer to in this discussion as the “Compensation Committee,” in 2024 also took into account the need to retain key personnel while we address operational issues.
For the seventh year in a row, no payment was earned by any of our executive officers under the financial component of our annual cash incentive program.
Governance Highlights
Corporate governance is important, and we believe that our governance policies and structures provide a strong framework and assurance that we are clear, ethical and transparent in all of our business dealings. They help us operate more effectively, mitigate risk and act as a safeguard against mismanagement.
| | Board Independence | | | • Five out of seven of our directors are independent • Our Chief Executive Officer is the only executive director | |
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| | Board Composition | | | • Currently the Board consists of seven directors • The Board annually assesses its performance through Board and committee self-evaluations • The Governance Committee leads the full Board in considering Board competencies and refreshment in light of Company strategy | |
| | Board Committees | | | • We have four standing Board committees — Audit and Finance, Governance, Compensation, and Related Party Transactions • All committees are composed entirely of independent directors | |
| | Leadership Structure | | | • Our Lead Independent Director works closely with our Chairman & CEO and provides feedback to management • Among other duties, our Chairman and our Lead Independent Director are involved in setting the Board’s agenda and our Lead Independent Director chairs executive sessions of the independent directors to discuss certain matters without management present | |
| | Robust Overboarding Policy | | | • Robust director overboarding policy, with limit of three total public company boards for non-employee directors and two total public company boards for executive directors | |
| | Risk Oversight | | | • Our full Board is responsible for risk oversight, and it has designated committees to have particular oversight of certain key risks • The Board oversees management as management fulfills its responsibilities for the assessment, mitigation and taking of appropriate risks | |
| | Open Communication | | | • We encourage open communication and strong working relationships among the Chairman and other directors • Our directors have access to management and employees | |
| | Director Stock Ownership | | | • Our directors are required to own five times their annual base retainers in shares of Company common stock or are required to hold certain shares acquired under Company equity awards | |
| | Accountability to Stockholders | | | • We actively reach out to our stockholders through our engagement program • Stockholders can contact the Board, Chairman or management through our website or by regular mail | |
| | Management Succession Planning | | | • The Board actively monitors our succession planning and people development • At least once per year, the Board reviews senior management succession and development plans | |
As part of our commitment to effective corporate governance, our management and Board reviewed current corporate governance trends and considered the view held by many institutional stockholders that a classified board structure has the potential effect of reducing the accountability of directors. Similarly, the Board considered the view held by many institutional stockholders that provisions that prohibit stockholders from amending certain provisions of the Company’s Amended and Restated Bylaws (“Bylaws”) or our Certificate of Incorporation without the approval of at least 80% of all outstanding shares of the Company’s common stock could similarly reduce the accountability of directors and management. The proposals included in this Proxy Statement reflect the Board’s consideration of these issues.
VIRTUAL ANNUAL MEETING
The Annual Meeting will be held in a virtual-only meeting format, via live audio webcast that will provide stockholders with the ability to participate in the Annual Meeting, vote their shares and ask questions. Our virtual-only meeting format leverages technology to enhance stockholder access to the Annual Meeting by enabling attendance and participation from any location around the world by visiting www.virtualshareholdermeeting.com/BW2025. We believe that the virtual-only meeting format will give stockholders the opportunity to exercise the same rights as if they had attended an in-person meeting and believe that these measures will enhance stockholder access and encourage participation and communication with our Board of Directors and management.
BENEFITS OF A VIRTUAL ANNUAL MEETING
We believe a virtual-only meeting format facilitates stockholder attendance and participation by enabling all stockholders to participate fully, equally and without cost, using an Internet-connected device from any location around the world. In addition, the virtual-only meeting format increases our ability to engage with all stockholders, regardless of size.
Stockholders of record and beneficial owners as of April 14, 2025, the record date, will have the ability to submit questions directly to our management and Board of Directors and vote electronically at the Annual Meeting via the virtual-only meeting platform.
ATTENDANCE AT THE VIRTUAL ANNUAL MEETING
Attendance at the Annual Meeting is open to the public online at
www.virtualshareholdermeeting.com/BW2025, but you are entitled to participate in the Annual Meeting by voting or asking questions only if you were a stockholder of record or beneficial owner as of April 14, 2025, the record date.
To participate in the Annual Meeting by voting or asking questions, you will need the 16-digit control number included on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials, as applicable.
If you were a stockholder as of April 14, 2025, the record date, you may vote shares held in your name as the stockholder of record or shares for which you are the beneficial owner but not the stockholder of record electronically during the Annual Meeting through the online virtual annual meeting platform by following the instructions provided when you log in to the online virtual annual meeting platform.
On the day of the Annual Meeting, Wednesday, June 4, 2025, stockholders may begin to log in to the virtual- only Annual Meeting beginning at 10:25 a.m. Eastern time, and the Annual Meeting will begin promptly at 10:30 a.m. Eastern time. Please allow ample time for online login.
We will have technicians ready to assist you with any technical difficulties you may have accessing the Annual Meeting. If you encounter any difficulties accessing the virtual-only Annual Meeting platform, including any difficulties with your 16-digit control number or submitting questions, you may call the technical support number that will be posted on the Annual Meeting log-in page.
QUESTIONS AT THE VIRTUAL ANNUAL MEETING
Stockholders will have the opportunity to submit questions during the Annual Meeting by following the instructions on the virtual-only Annual Meeting platform.
If you wish to submit a question, please submit it online at: www.virtualshareholdermeeting.com/BW2025. The meeting is not to be used as a forum to present general economic, political or other views that are not directly related to the business of the Company. We may group questions and answers by topic and answer substantially similar questions only once. Each shareholder may ask up to two questions. Answers to questions will be posted on the Investors Page on the Company’s website, www.babcock.com. We will only answer questions that comply with our Annual Meeting Rules of Conduct, which can be found on the virtual meeting site referenced above.
We will not answer any questions that are irrelevant to the purpose of the Annual Meeting or our business or that contain inappropriate or derogatory references which are not in good taste.
This summary highlights certain information contained in this Proxy Statement but does not contain all of the information that you should consider before voting. For more complete information, please review our 2024 Annual Report and this entire Proxy Statement.
YOU WILL NOT BE ABLE TO ATTEND THE ANNUAL MEETING IN PERSON
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.