BWX Technologies, Inc. filed 8-K

BWX Technologies, Inc. files 8-K in a filing on May 17, 2019.

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

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

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

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

On May 17, 2019, BWX Technologies, Inc. (the ‘Company’) entered into its standard form of indemnification agreement with Messrs. Gerhard F. Burbach, a Director, and Thomas E. McCabe, Senior Vice President, General Counsel, Chief Compliance Officer and Secretary, a copy of which is attached hereto as Exhibit 10.1. The indemnification agreement generally provides for the indemnification of and advancement of expenses to a director or executive officer to the maximum extent permitted by Delaware law for claims, suits or proceedings arising out of his or her service to the Company.

(7)full vesting in the officer’s account balance in our Supplemental Executive Retirement Plan and Restoration Plan.

full vesting in the officer’s account balance in our Supplemental Executive Retirement Plan and Restoration Plan.

The Agreement does not provide any gross-up or tax assistance on the severance benefits. Instead, the Agreement contains a ‘modified cutback’ provision, which would act to reduce the benefits payable to Mr. McCabe to the extent necessary so that no ‘golden parachute excise tax’ would be imposed on the benefits paid, but only if doing so would result in Mr. McCabe retaining a larger after-tax amount. The Agreement also contains restrictions on Mr. McCabe’s ability to compete with the Company, or solicit the Company’s employees, for two years following such termination.

The foregoing descriptions of the indemnification agreement and the Agreement are qualified in their entirety by reference to the full text of the forms of indemnification agreement and Agreement, which are attached hereto as Exhibits 10.1 and 10.2, respectively, and incorporated herein by reference.

On May 14, 2019, the Company held its 2019 Annual Meeting of Stockholders (the ‘Annual Meeting’) at which the Company’s stockholders approved an amendment to the Company’s Restated Certificate of Incorporation to declassify the board of directors and provide for the annual election of directors. Subsequent to stockholder approval, on May 14, 2019, the Company effectuated the amendment by filing a Certificate of Amendment with the Delaware Secretary of State. After filing of the Certificate of Amendment, the Company filed a Restated Certificate of Incorporation with the Delaware Secretary of State that restated and integrated prior amendments, but did not further amend, the Company’s Certificate of Incorporation. In connection with the amendment to declassify the board of directors and provide for the annual election, the Company’s Bylaws were amended, effective May 14, 2019, to conform to the provisions of the amended Certificate of Incorporation.

The foregoing description is qualified in its entirety by reference to the full text of the Certificate of Amendment, the Restated Certificate of Incorporation and the Amended and Restated Bylaws, which are attached hereto as Exhibits 3.1, 3.2 and 3.3, respectively, and are incorporated herein by reference.

At the Annual Meeting on May 14, 2019, the Company’s stockholders voted on four matters. 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 Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 29, 2019.

Exhibit No. Description3.1 Certificate of Amendment to Restated Certificate of Incorporation of BWX Technologies, Inc. dated May 14, 2019.3.2 Restated Certificate of Incorporation of BWX Technologies, Inc. dated May 14, 2019.3.3 Amended and Restated Bylaws of BWX Technologies, Inc. dated May 14, 2019.10.1 Form of Director and Officer Indemnification Agreement between the Company and its directors and selected officers (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-34658)).10.2 Form of Change in Control Agreement between the Company and selected officer (other than Mr. Geveden) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2015 (File No. 1-34658)).

Certificate of Amendment to Restated Certificate of Incorporation of BWX Technologies, Inc. dated May 14, 2019.

Restated Certificate of Incorporation of BWX Technologies, Inc. dated May 14, 2019.

Amended and Restated Bylaws of BWX Technologies, Inc. dated May 14, 2019.

Form of Director and Officer Indemnification Agreement between the Company and its directors and selected officers (incorporated by reference to Exhibit 10.15 to the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-34658)).

Form of Change in Control Agreement between the Company and selected officer (other than Mr. Geveden) (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on July 6, 2015 (File No. 1-34658)).

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.

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