Current Report Filing (8-k)
November 05 2021 - 8:01AM
Edgar (US Regulatory)
0001486957
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0001486957
2021-11-04
2021-11-04
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xbrli:shares
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________________________________________________________________
FORM 8-K
______________________________________________________________________________
CURRENT
REPORT
Pursuant to Section 13
or 15(d)
of the Securities Exchange Act of 1934
Date
of Report (Date of earliest event reported): November 4, 2021
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified
in its charter)
_____________________________________________________________________________
Delaware
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001-34658
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80-0558025
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(State or other jurisdiction
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(Commission
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(IRS Employer
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of incorporation)
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File Number)
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Identification No.)
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800 Main Street, 4th Floor
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Lynchburg, Virginia
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24504
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s
telephone number, including area code: (980) 365-4300
____________________________________________________________________________
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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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered
pursuant to Section 12(b) of the Act:
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Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.01 par value
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BWXT
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New York Stock Exchange
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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 (§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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¨
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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. ¨
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Item 5.02
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Departure of Directors of Certain Officers; Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
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CFO Retirement
On November 4, 2021, David S. Black, Senior Vice President and
Chief Financial Officer (“CFO”) of BWX Technologies, Inc. (“BWXT” or the “Company”), provided
notice of his decision to retire from the Company. Mr. Black will continue in his role as Senior Vice President and CFO through
November 15, 2021, after which he will serve as Special Advisor to the Chief Executive Officer (“CEO”) to assist with
the transition of the CFO role until his retirement from the Company on April 1, 2022 (“Retirement Date”).
The Company and Mr. Black entered into a Transition Agreement
(“Agreement”) on November 4, 2021, which provides that Mr. Black 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, 2021; (iii) not participate in the 2022 annual or long-term incentive plans; (iv) receive a cash
retention bonus of $600,000 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. Black will continue to
vest upon the terms set forth in the respective award agreements.
New CFO Appointment
On November 4, 2021, the Company’s Board of Directors (“Board”)
unanimously appointed Robb A. LeMasters, 44, to succeed Mr. Black as the Company’s Senior Vice President and CFO, effective
November 15, 2021. Mr. LeMasters’ promotion is part of the Company’s normal, enterprise-wide succession planning
process. Mr. LeMasters has served as Senior Vice President and Chief Strategy Officer of the Company since July 2020.
He previously served as a member of the Company’s Board of Directors and its Audit and Finance Committee from 2015 to 2020, as well
as its Compensation Committee from 2017 to 2020. Prior to his employment with the Company, Mr. LeMasters served as Managing
Director at Blue Harbour Group, L.P., a multi-billion dollar investment firm, a position he held since 2011. Prior to joining Blue
Harbour Group, he was a Founding Partner of Theleme Partners from 2009 to September 2011. He also served as a Partner at The Children’s
Investment Fund (TCI) from 2008 to 2009 and a Vice President in the Relative Value/Event-Driven Group at Highbridge Capital Management
from 2005 to 2008. Mr. LeMasters began his career as an analyst at Morgan Stanley & Co. in the Mergers and Acquisitions
Group and subsequently joined Forstmann Little & Co. as an analyst.
As Senior Vice President and CFO, Mr. LeMasters will receive an
annual base salary of $500,000 and will be eligible to receive an annual non-equity incentive plan award with a target award of 70% of
his base salary, pro-rated for 2021. Mr. LeMasters will receive annual equity compensation awards as determined by the Compensation
Committee of the Board in February 2022.
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Item 7.01
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Regulation FD Disclosure
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A copy of the press release issued by the Company announcing the CFO
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.
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Item 9.01
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Financial Statements and Exhibits.
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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.
BWX TECHNOLOGIES, INC.
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By:
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/s/ Thomas E. McCabe
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Thomas E. McCabe
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Senior Vice President, General Counsel and Secretary
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