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Check
the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon
Stock, $0.01 par value
iBWXT
iNew York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined
in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
CAO Retirement
On August 19, 2022, Richard W. Loving,
Senior Vice President and Chief Administrative Officer (“CAO”) of BWX Technologies, Inc. (“BWXT” or the “Company”), provided notice of his decision to retire from the Company. Mr. Loving will continue in his role as Senior Vice President and CAO through August 29, 2022, after which he will serve as Special Advisor to the Chief Executive Officer (“CEO”) to assist with the transition of the CAO role until his retirement from the Company on March 31, 2023 (“Retirement Date”).
The Company and Mr. Loving entered into a Transition
Agreement (“Agreement”) on August 19, 2022, which provides that Mr. Loving will (i) continue to receive his current salary in his role as Special Advisor to the CEO through the Retirement Date; (ii) participate in the Company’s annual incentive compensation plan through December 31, 2022; (iii) not participate in the 2023 annual or long-term incentive plans; (iv) receive a cash retention bonus of $485,000 on the Retirement Date, provided that he executes and does not revoke a release of claims against the Company and that he remains employed with the Company through the Retirement Date; and (v) continued participation
in certain of our employee benefit plans (subject to the terms and conditions of such plans). Equity awards previously granted to Mr. Loving will continue to vest, subject to the terms set forth in the respective award agreements.
Item 7.01
Regulation FD Disclosure
Effective
August 29, 2022, the Company’s Board of Directors (“Board”) unanimously appointed Robert Duffy, 55, to succeed Mr. Loving as the Company’s Senior Vice President and CAO as part of the Company’s normal succession planning process. A copy of the press release issued by the Company announcing the CAO transition is being furnished as Exhibit 99.1 to this Current Report on Form 8-K and shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (“Exchange Act”), or otherwise subject to the liabilities under that Section. Exhibit 99.1 shall not be deemed to be incorporated by reference into any filing of the Registrant under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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 hereunto duly authorized.