Babcock & Wilcox Enterprises Inc

1. 1

   Approval of amendments to our Certificate of Incorporation to declassify the Board of Directors and provide for annual elections of all directors beginning at the 2028 annual meeting of stockholders

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to eliminate the classified board and institute annual elections for all directors beginning in 2028 via a transitional two-class structure.

2. 2

   If Proposal 1 is approved, the election of Alan B. Howe and Rebecca L. Stahl as Class I directors of the Company for a term of two years

   ManagementBoard: FOR

   Conditional election of two directors as Class I for two-year terms if Proposal 1 passes.

3. 3

   If Proposal 1 is not approved, the election of Alan B. Howe and Rebecca L. Stahl as Class II directors of the Company for a term of three years

   ManagementBoard: FOR

   Conditional election of two directors as Class II for three-year terms if Proposal 1 fails.

4. 4

   Approval of amendments to our 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 Bylaws

   ManagementBoard: FOR

   Amend the Certificate of Incorporation to eliminate supermajority (80%) vote requirements for amending certain charter and bylaw provisions, replacing them with a majority vote requirement.

   More detail

   This management proposal asks shareholders to remove charter and bylaw supermajority amendment thresholds (an 80% voting-power requirement) and replace them with a standard majority vote. Management argues this change enhances shareholder rights and aligns governance with market practice, while the board’s recommendation emphasizes improved accountability and responsiveness to shareholders. The amendments are procedural (changing adoption thresholds) rather than operational; management frames them as better aligning the company with corporate governance norms and reducing entrenchment mechanisms. Approval would require the same 80% voting threshold under current charter terms, which is noteworthy: the proposal to eliminate the 80% requirement itself paradoxically requires an 80% approval, so if the vote fails shareholders remain subject to the supermajority. The proposal is not related to director elections, auditor ratification, or executive compensation: it directly changes governance mechanics with potential long-term effects on shareholders’ ability to effect charter and bylaw amendments. The board unanimously recommends FOR, arguing that majority voting standard promotes stockholder participation and aligns with governance best practices. The proposal’s approval would decrease protections against rapid or hostile charter changes, which could be viewed positively by governance-focused investors but may raise concerns among those who prefer stronger charter protections against unwanted takeovers or activist actions.

5. 5

   Ratification of appointment of independent registered public accounting firm for year ending December 31, 2026

   ManagementBoard: FOR

   Ratify the Audit and Finance Committee’s appointment of BDO USA, P.C. as the Company’s independent registered public accounting firm for 2026.

6. 6

   Approval, on a non-binding advisory basis, of named executive officer compensation

   ManagementBoard: FOR

   Advisory 'say-on-pay' vote to approve the named executive officers’ compensation as disclosed in the proxy statement.

   More detail

   This non-binding advisory proposal asks shareholders to approve the Company’s named executive officer compensation as disclosed in the proxy. Management’s compensation framework emphasizes pay-for-performance, with substantial portions of pay tied to adjusted EBITDA and equity awards to align interests with shareholders, and the Board recommends FOR. While advisory, the vote signals shareholder approval or concern; the Board commits to consider results in future compensation decisions. The company uses adjusted EBITDA for annual and long-term incentive determinations and has clawback policies, no single-trigger change-in-control acceleration and limits on repricing; these features form the basis for the Board’s rationale. Given the prior year say-on-pay support (76% in 2025), management expects continued support but remains attentive to stockholder feedback.

7. 7

   Approval of the amendment to the Babcock & Wilcox Enterprises, Inc. 2021 Long-Term Incentive Plan (Amended and Restated as of March 12, 2026

   ManagementBoard: FOR

   Approve an amended and restated 2021 LTIP to increase the share reserve by 5,000,000 shares and extend the plan term by ten years.

   More detail

   Management seeks shareholder approval to increase the 2021 LTIP share reserve by 5,000,000 and extend the plan term to 2036. The request is justified by limited remaining shares and the need to attract, retain and incentivize employees and directors through equity compensation. The amended plan maintains robust anti-dilution, anti-repricing, clawback, single-trigger protections, and annual director award limits; it also preserves existing share-counting rules and offers board discretion over award types and performance metrics. The Compensation Committee expects the additional shares, together with expected forfeiture dynamics, to provide flexibility to grant awards through 2029 under current assumptions, but actual longevity depends on grant sizes, stock price, hiring and M&A activity. Approval requires a majority vote; management and the Board recommend FOR given LTIP’s role in alignment of management and shareholder interests.

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When is the Babcock & Wilcox Enterprises Inc 2026 annual meeting?

Babcock & Wilcox Enterprises Inc (BW) holds its 2026 annual shareholder meeting on Wednesday, May 20, 2026.

What is the record date for the Babcock & Wilcox Enterprises Inc 2026 meeting?

The record date for the Babcock & Wilcox Enterprises Inc 2026 meeting is Monday, March 23, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Babcock & Wilcox Enterprises Inc's 2026 meeting?

The board is presenting 2 director nominees at the Babcock & Wilcox Enterprises Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Babcock & Wilcox Enterprises Inc 2026 meeting?

Shareholders will vote on 7 proposals at the Babcock & Wilcox Enterprises Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.