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EX-99.1 - EX-99.1 - Babcock & Wilcox Cod349698dex991.htm

 

 

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): May 8, 2012

 

 

THE BABCOCK & WILCOX COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

DELAWARE   001-34658   80-0558025

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

13024 BALLANTYNE CORPORATE PLACE

SUITE 700

CHARLOTTE, NORTH CAROLINA

  28277
(Address of principal executive offices)   (Zip Code)

Registrant’s Telephone Number, including Area Code: (704) 625-4900

 

 

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:

 

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


Item 2.02 Results of Operations and Financial Condition.

On May 9, 2012, we issued a press release announcing our financial results for the first quarter ended March 31, 2012. A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 5.07 Submission of Matters to a Vote of Security Holders.

We held our annual meeting of stockholders (the “Annual Meeting”) on May 8, 2012. A brief description of and the final vote result for each matter voted on at the Annual Meeting are set forth below. Each matter is described in more detail in our Proxy Statement filed with the U.S. Securities and Exchange Commission on March 29, 2012.

Proposal 1: Election of three Class II directors to serve a three-year term:

 

Nominee

   Votes For      Votes
Withheld
     Broker
Non-Votes
 

Thomas A. Christopher

     91,437,017         330,753         10,071,605   

Robert W. Goldman

     90,683,281         1,084,489      

Stephen G. Hanks

     90,977,429         790,341      

Proposal 2: Advisory vote to approve the compensation of our named executive officers:

 

Votes For

   Votes
Withheld
     Abstentions      Broker
Non-Votes
 
87,070,924      4,470,379         226,467         10,071,605   

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2012:

 

Votes For

   Votes
Withheld
     Abstentions  
100,576,372      1,159,232         103,771   

There were no broker non-votes for Proposal 3.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits

 

99.1 Earnings Release dated May 9, 2012.

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.

 

THE BABCOCK & WILCOX COMPANY
By:  

/s/ DAVID S. BLACK

  David S. Black
  Vice President and Chief Accounting Officer

May 9, 2012

 

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