Babcock & Wilcox Enterprises (BW) Proxy filing summary

Executive summary

• Annual meeting scheduled for May 20, 2026, with virtual participation available.

• Shareholders are invited to vote on several key governance and compensation proposals.

Voting matters and shareholder proposals

• Proposal to amend the Certificate of Incorporation to declassify the Board and move to annual director elections starting in 2028.

• Election of directors dependent on outcome of declassification proposal, with terms adjusted accordingly.

• Proposal to remove 80% supermajority voting requirements for certain charter and bylaw amendments.

• Ratification of BDO USA, P.C. as independent auditor for fiscal year ending December 31, 2026.

• Advisory vote on executive compensation and approval of amendments to the 2021 Long-Term Incentive Plan.

Board of directors and corporate governance

• Board recommends approval of all proposals, including governance changes and director elections.

• Proposed shift to annual elections for all directors to enhance accountability.