Babcock & Wilcox Enterprises (BW) Proxy filing summary

Executive summary

• 2025 marked a pivotal year with improved balance sheet, reduced debt, and record backlog, including a $2.4 billion agreement for AI Data Center power generation equipment.

• Adjusted EBITDA more than doubled to $43.7 million, with operating income of $20.7 million and a significant reduction in net loss compared to 2024.

• The company continued to advance BrightLoop chemical looping projects and expects further bookings and operational performance in 2026.

Voting matters and shareholder proposals

• Proposal to declassify the board and move to annual elections for all directors starting in 2028.

• Election of Alan B. Howe and Rebecca L. Stahl as directors, with term length dependent on declassification approval.

• Proposal to remove 80% supermajority voting requirements for certain amendments, replacing with a majority vote.

• Ratification of BDO USA, P.C. as independent auditor for 2026.

• Advisory vote on executive compensation and approval of an amended 2021 Long-Term Incentive Plan.

Board of directors and corporate governance

• Board consists of seven directors, five of whom are independent; CEO is the only executive director.

• Lead Independent Director role established due to non-independence of the Chairman.

• Board committees include Audit and Finance, Compensation, Governance, and Related Party Transactions, all composed of independent directors.

• Annual board and committee self-evaluations, robust overboarding policy, and director stock ownership guidelines in place.