Babcock & Wilcox Enterprises (BW) Proxy Filing summary

Executive summary

• Annual meeting scheduled for June 4, 2025, will be held virtually, allowing shareholders to vote and ask questions online.

• 2024 saw stable revenues of $717.3M, a net loss of $73M, and a 13% increase in adjusted EBITDA to $68.9M.

• Strategic focus remains on clean energy, decarbonization, and hydrogen technologies, with continued investment in ClimateBright and BrightLoop projects.

• The company is committed to strong governance, risk oversight, and transparent communication with shareholders.

Voting matters and shareholder proposals

• Proposal 1: Amend Certificate of Incorporation to declassify the board and move to annual director elections starting in 2027.

• Proposal 2/3: Elect Joseph A. Tato and Kenneth M. Young as Class I directors for two or three years, depending on Proposal 1 outcome.

• Proposal 4: Remove supermajority (80%) vote requirements for certain amendments, replacing with a majority vote.

• Proposal 5: Ratify BDO USA, P.C. as independent auditor for 2025.

• Proposal 6: Advisory vote on executive compensation (say-on-pay).

Board of directors and corporate governance

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

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

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

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

• Board succession, director nomination, and diversity considered in governance processes.