UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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of the Securities Exchange Act of 1934
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
The Company is party to a letter agreement with BRPI Executive Consulting, LLC (“BRPI”) dated November 19, 2018, as amended on April 22, 2020 and November 9, 2020 (the “Executive Services Agreement”). Pursuant to the Executive Services Agreement, BRPI provides the Company with the services of Mr. Kenny Young to serve as the Company’s Chief Executive Officer. On December 29, 2023, the Board of Directors of the Company approved a Third Amendment to the Executive Services Agreement to extend the term of Mr. Young’s services through December 31, 2028, unless terminated by either party with thirty days’ written notice. Except as provided in the preceding sentence, the provisions of the Executive Services Agreement remain unchanged.
Item 8.01 Other Events
The Company is party to a Consultant Agreement with Henry E. Bartoli, a member of the Company’s Board of Directors, dated November 5, 2020, as amended on January 5, 2022 (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Mr. Bartoli provides consulting services to The Babcock & Wilcox Company (the “B&W Company”). On December 31, 2023, B&W Company and Mr. Bartoli entered into a second amendment to the Consulting Agreement (the “Amendment”) that extends the term of the Consulting Agreement through December 31, 2024, subject to earlier termination by either party as provided in the Consulting Agreement. The Amendment also provides that as consideration for his consulting services during the extended term, Mr. Bartoli will receive (1) a $18,750 monthly fee, (2) 30,000 restricted stock units, 15,000 of which will vest on each of June 30, 2024 and December 31, 2024, subject to Mr. Bartoli’s continued service through the applicable vesting date, and (3) reimbursement for Mr. Bartoli’s cash expenses related to business travel. Except as provided in the preceding sentence, the provisions of the Consulting Agreement remain unchanged.
Signatures
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 thereunto duly authorized.
| BABCOCK & WILCOX ENTERPRISES, INC. | ||
| January 5, 2024 | By: | /s/ Louis Salamone |
| Louis Salamone | ||
| Executive Vice President, Chief Financial Officer and Chief Accounting Officer | ||
| (Principal Accounting Officer and Duly Authorized Representative) | ||
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