--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-23-063632" form_type: "8-K" ticker: "BW" cik: "0001630805" company_name: "Babcock & Wilcox Enterprises, Inc." filed_at: "2023-05-23T23:59:59+00:00" generated_at: "2026-06-14T17:20:48.274225+00:00" event_type: "other_material" sentiment: "neutral" materiality_score: 0.5 calibrated_materiality_score: 0.5 confidence: "high" source: SEC EDGAR --- # BW shareholders reject board declassification and supermajority removal; approve officer exculpation ## Summary - Proposal to declassify board failed; needed 80% affirmative vote, got 61.7M for vs 50.9K against. - Proposal to remove 80% supermajority for charter/bylaw amendments also failed; 59M for, 2.68M against. - Elected Alan B. Howe (38.6M for) and Rebecca L. Stahl (57.5M for) as Class II directors for three-year terms ending 2026. - Ratification of Deloitte as auditor (67.6M for) and advisory say-on-pay (57M for) both approved. - Officer exculpation amendment approved with 54.4M for, effective May 23, as permitted by Delaware law. ## SEC filing metadata - accession: 0001104659-23-063632 - form_type: 8-K - ticker: BW - cik: 0001630805 - company_name: Babcock & Wilcox Enterprises, Inc. - filed_at: 2023-05-23T23:59:59+00:00 - event_type: other_material - sentiment: neutral - materiality_score: 0.5 - calibrated_materiality_score: 0.5 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/tm2316519d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-23-063632 - JSON: https://secwatch.observer/filing/0001104659-23-063632.json - Plain text: https://secwatch.observer/filing/0001104659-23-063632.txt ## Key facts - Governance Changes Babcock & Wilcox Enterprises, Inc.: Approved amendment to Certificate of Incorporation to provide for exculpation of officers as permitted by Delaware law (effective 2023-05-23). - Change: charter amendment - Effective: 2023-05-23 source text: On May 18, 2023, at the 2023 annual meeting of stockholders (the “Annual Meeting”) of Babcock & Wilcox Enterprises, Inc. (the “Company”), the stockholders of the Company approved an amendment (the “Amendment”) to the Company’s Amended and Restated Certificate of Incorporation to provide for exculpation of officers as permitted by the Delaware General Corporation Law. The Amendment became effective immediately upon filing with the Secretary of State of the State of Delaware on May 23, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm - Shareholder Votes Babcock & Wilcox Enterprises, Inc. shareholders approved Advisory vote on executive compensation at the 2023-05-18 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2023-05-18 source text: The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. evidence_url: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm - Shareholder Votes Babcock & Wilcox Enterprises, Inc. shareholders approved Amendment to exculpate officers under DGCL at the 2023-05-18 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2023-05-18 source text: The stockholders approved an amendment to the Company’s Certificate of Incorporation to provide for the exculpation of officers as permitted by the Delaware General Corporation Law. evidence_url: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm - Shareholder Votes Babcock & Wilcox Enterprises, Inc. shareholders rejected Declassification of Board and annual elections at the 2023-05-18 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-05-18 source text: Proposal 1: The approval of amendments to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Board of Directors of the Company (the “Board”) and provide for annual elections of all directors beginning at the 2024 annual meeting of stockholders, did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. evidence_url: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm - Shareholder Votes Babcock & Wilcox Enterprises, Inc. shareholders approved Election of Alan B. Howe and Rebecca L. Stahl as Class II directors at the 2023-05-18 meeting. - Proposal: director election - Outcome: passed - Meeting: 2023-05-18 source text: As Proposal 1 was not approved, the stockholders elected Alan B. Howe and Rebecca L. Stahl to serve as Class II directors of the Company, each to serve a term of three years expiring at the Company’s 2026 annual meeting of stockholders. evidence_url: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm - Shareholder Votes Babcock & Wilcox Enterprises, Inc. shareholders rejected Remove supermajority vote requirement for certain amendments at the 2023-05-18 meeting. - Proposal: charter amendment - Outcome: failed - Meeting: 2023-05-18 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm - Shareholder Votes Babcock & Wilcox Enterprises, Inc. shareholders approved Ratification of Deloitte & Touche LLP as independent registered public accounting firm at the 2023-05-18 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2023-05-18 source text: 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, 2023. evidence_url: https://www.sec.gov/Archives/edgar/data/1630805/000110465923063632/0001104659-23-063632-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.