Babcock & Wilcox Enterprises (BW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, with virtual participation available for shareholders.

• Shareholders are encouraged to review proxy materials and vote by June 3, 2025, or June 1, 2025, for plan shares.

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to declassify the Board and move to annual director elections starting in 2027.

• Election of Class I director nominees Joseph A. Tato and Kenneth M. Young, with term length dependent on outcome of declassification proposal.

• Proposal to amend the Certificate of Incorporation to remove the 80% supermajority requirement for certain amendments.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year ending December 31, 2025.

• Advisory vote on executive compensation (say-on-pay) included.

Board of directors and corporate governance

• Board recommends approval of all proposals, including declassification and removal of supermajority voting provisions.

• Board structure and director election terms may change based on shareholder vote outcomes.