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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): December 29, 2023

 

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
Suite 650
Akron, Ohio		   44305
(Address of Principal Executive Offices)   (Zip Code)

 

Registrant’s Telephone Number, including Area Code: (330) 753-4511

 

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))

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class Trading Symbol Name of Each Exchange on which
Registered
Common stock, $0.01 par value per share BW New York Stock Exchange
8.125% Senior Notes due 2026 BWSN New York Stock Exchange
6.50% Senior Notes due 2026 BWNB New York Stock Exchange
7.75% Series A Cumulative Perpetual Preferred Stock BW PRA 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company  ¨

 

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.  ¨

 

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

The Company is party to a letter agreement with BRPI Executive Consulting, LLC (“BRPI”) dated November 19, 2018, as amended on April 22, 2020 and November 9, 2020 (the “Executive Services Agreement”). Pursuant to the Executive Services Agreement, BRPI provides the Company with the services of Mr. Kenny Young to serve as the Company’s Chief Executive Officer. On December 29, 2023, the Board of Directors of the Company approved a Third Amendment to the Executive Services Agreement to extend the term of Mr. Young’s services through December 31, 2028, unless terminated by either party with thirty days’ written notice. Except as provided in the preceding sentence, the provisions of the Executive Services Agreement remain unchanged.

 

Item 8.01 Other Events

 

The Company is party to a Consultant Agreement with Henry E. Bartoli, a member of the Company’s Board of Directors, dated November 5, 2020, as amended on January 5, 2022 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Bartoli provides consulting services to The Babcock & Wilcox Company (the “B&W Company”). On December 31, 2023, B&W Company and Mr. Bartoli entered into a second amendment to the Consulting Agreement (the “Amendment”) that extends the term of the Consulting Agreement through December 31, 2024, subject to earlier termination by either party as provided in the Consulting Agreement. The Amendment also provides that as consideration for his consulting services during the extended term, Mr. Bartoli will receive (1) a $18,750 monthly fee, (2) 30,000 restricted stock units, 15,000 of which will vest on each of June 30, 2024 and December 31, 2024, subject to Mr. Bartoli’s continued service through the applicable vesting date, and (3) reimbursement for Mr. Bartoli’s cash expenses related to business travel. Except as provided in the preceding sentence, the provisions of the Consulting Agreement remain unchanged.

 

 

 

 

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.

 

  BABCOCK & WILCOX ENTERPRISES, INC.
     
     
January 5, 2024 By: /s/ Louis Salamone
    Louis Salamone
    Executive Vice President, Chief Financial Officer and Chief Accounting Officer
    (Principal Accounting Officer and Duly Authorized Representative)

 

 

 

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Cover
Dec. 29, 2023
Document Information [Line Items]  
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Document Period End Date Dec. 29, 2023
Entity File Number 001-36876
Entity Registrant Name BABCOCK & WILCOX ENTERPRISES, INC.
Entity Central Index Key 0001630805
Entity Tax Identification Number 47-2783641
Entity Incorporation, State or Country Code DE
Entity Address, Address Line One 1200 East Market Street
Entity Address, Address Line Two Suite 650
Entity Address, City or Town Akron
Entity Address, State or Province OH
Entity Address, Postal Zip Code 44305
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Document Information [Line Items]  
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Security Exchange Name NYSE
8.125% Senior Notes due 2026 [Member]  
Document Information [Line Items]  
Title of 12(b) Security 8.125% Senior Notes due 2026
Trading Symbol BWSN
Security Exchange Name NYSE
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Title of 12(b) Security 6.50% Senior Notes due 2026
Trading Symbol BWNB
Security Exchange Name NYSE
7.75% Series A Cumulative Perpetual Preferred Stock [Member]  
Document Information [Line Items]  
Title of 12(b) Security 7.75% Series A Cumulative Perpetual Preferred Stock
Trading Symbol BW PRA
Security Exchange Name NYSE
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