Babcock & Wilcox Enterprises (BW) Environmental, Social & Governance (ESG) Data

At the Annual Meeting, the Company’s stockholders voted on eight proposals, each of which is described in more detail in the Company’s definitive proxy statement and proxy statement supplement (collectively, the “Proxy Statement”) filed with the Securities and Exchange Commission on April 8, 2022 and April 15, 2022, respectively. There were 72,478,921 shares of common stock present at the Annual Meeting in person or by proxy, which represented 83.94% of the combined voting power of our common stock entitled to vote at the Annual Meeting, and which constituted a quorum for the transaction of business. Holders of the Company’s common stock were entitled to one vote on each matter to be acted on at the Annual Meeting for each share held as of the close of business on March 22, 2022. The voting results for each of the eight proposals are detailed below.

Proposal 1:

The approval of amendments to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”) to declassify the Board and provide for annual elections of all directors beginning at the 2024 annual meeting of stockholders, did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:


Proposal 2:

The election of Joseph A. Tato and Kenneth M. Young to serve as Class I directors of the Company to serve until the Company’s 2024 annual meeting of stockholders was contingent upon the approval of Proposal 1 to declassify the Board. Since Proposal 1 was not approved at the Annual Meeting, Proposal 2 was deemed null and void.

Proposal 3:

As Proposal 1 was not approved, the stockholders elected Joseph A. Tato and Kenneth M. Young to serve as Class I directors of the Company, to serve a term of three years expiring at the Company’s 2025 annual meeting of stockholders. The voting results were as follows:



Proposal 4:

The approval of amendments to the Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certificate of Incorporation and the Company’s Amended and Restated Bylaws did not receive the required affirmative vote of at least 80% of the outstanding shares of the Company’s common stock for approval. The voting results were as follows:


Proposal 5:

The stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2022. The voting results were as follows:


Proposal 6:

The stockholders approved, on a non-binding basis, the compensation of the Company’s named executive officers as disclosed in the Proxy Statement. The voting results were as follows:


Proposal 7:

The stockholders approved the Plan Amendment, as described above. The voting results were as follows:


Proposal 8:

The stockholders approved, on a non-binding basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers. The voting results were as follows: