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Section 1: DEFA14A (DEFA14A)

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No.     )
Filed by the Registrant  ý                              Filed by a Party other than the Registrant  ¨
Check the appropriate box:
¨
 
Preliminary Proxy Statement
 
 
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
 
 
¨
 
Definitive Proxy Statement
 
 
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Definitive Additional Materials
 
 
¨
 
Soliciting Material Pursuant to §240.14a-12
BWX TECHNOLOGIES, INC.
(Name of registrant as specified in its charter)
 
(Name of person(s) filing proxy statement, if other than the registrant)
Payment of Filing Fee (Check the appropriate box):
ý
 
No fee required.
¨
 
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
 
 
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
     
 
 
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Proposed maximum aggregate value of transaction:
     
 
 
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Total fee paid:
     
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing:
 
 
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Date Filed:
     





*** Exercise Your Right to Vote ***
Important Notice Regarding the Availability of Proxy Materials for the
Stockholder Meeting to Be Held on May 14, 2019.
 
 
        BWX TECHNOLOGIES, INC.
 
 
Meeting Information
 
Meeting Type:          Annual Meeting
 
For holders as of:     March 20, 2019
 
Date:    May 14, 2019          Time: 9:30 a.m. Eastern Time
 
Location:  The Virginian Hotel
                   Eleanor Rose Room
                   712 Church Street
                   Lynchburg, Virginia 24504
 
397300944_bwlogoa03.jpg
 
 
You are receiving this communication because you hold shares in the company named above.
 
This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).
 
We encourage you to access and review all of the important information contained in the proxy materials before voting.
 
BWX TECHNOLOGIES, INC.
800 MAIN STREET, 4TH FLOOR
LYNCHBURG, VIRGINIA 24504

 
 
 
See the reverse side of this notice to obtain proxy materials and voting instructions.





— Before You Vote —
How to Access the Proxy Materials
 
 
 
Proxy Materials Available to VIEW or RECEIVE:
 
NOTICE AND PROXY STATEMENT            ANNUAL REPORT
 
How to View Online:
Have the information that is printed in the box marked by the arrow 397300944_g141760defapg03aa02.jpg (located on the following page) and visit: www.proxyvote.com.
 
How to Request and Receive a PAPER or E-MAIL Copy:
If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:
 
 
 
                                 1) BY INTERNET:
                                 2) BY TELEPHONE:
                                 3) BY E-MAIL*:
  
www.proxyvote.com
1-800-579-1639
 
 
 
*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow 397300944_g141760defapg03aa02.jpg (located on the following page) in the subject line.
 
Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 30, 2019 to facilitate timely delivery.
 
 
— How To Vote —
Please Choose One of the Following Voting Methods
 
 
 
Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.
 
Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow 397300944_g141760defapg03aa02.jpg (located on the following page) available and follow the instructions.
 
Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.
 
 





 
Voting Items
 
  
 
The Board of Directors recommends you vote FOR each director nominee in Proposal 1.
1.
Election of Class III Directors
 
 
 
 
Nominees:
 
1a.
John A. Fees
 
1b.
Robb A. LeMasters
The Board of Directors recommends you vote FOR Proposal 2.
2.
Amendment of the BWX Technologies, Inc. Restated Certificate of Incorporation to declassify the Board of Directors and provide for the annual election of directors.
The Board of Directors recommends you vote FOR Proposal 3.
3.
Advisory vote on compensation of our Named Executive Officers.
The Board of Directors recommends you vote FOR Proposal 4.
4.
Ratification of Independent Registered Public Accounting Firm for the year ending December 31, 2019.



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