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Section 1: 8-K (8-K)

Document


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): June 18, 2019
  ____________________________________
BWX TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter) 
 ____________________________________
Delaware
 
001-34658
 
80-0558025
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)
 
 
 
 
 
800 Main Street, 4th Floor
Lynchburg, Virginia
 
 
 
24504
(Address of principal executive offices)
 
 
 
(Zip Code)
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):
¨
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))
 
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, $0.01 par value
BWXT
New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in 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    ¨
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.    ¨





Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On June 18, 2019, the Board of Directors of BWX Technologies, Inc. (“BWXT,” “we” or “us”) appointed Leland D. Melvin to our Board of Directors as a Class I director with an initial term expiring at our annual meeting of shareholders in 2020. Mr. Melvin has also been appointed to the Governance Committee. Mr. Melvin will receive the non-executive director compensation as set forth under “Compensation of Directors” in our Definitive Proxy Statement filed with the Securities and Exchange Commission (“SEC”) on March 29, 2019 and incorporated herein by reference. In addition, Mr. Melvin entered into the Company's standard form of director and officer indemnification agreement, a copy of which was filed with the SEC on August 5, 2015 as Exhibit 10.15 to our Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 and is incorporated herein in its entirety.

The Board of Directors made an affirmative determination that Mr. Melvin is an independent director under the New York Stock Exchange Listing Standards. Mr. Melvin does not have an interest in any transactions requiring disclosure under Item 404(a) of Regulation S-K, and there are no arrangements or understandings between him and any other person pursuant to which has was appointed as a director.

A copy of the press release announcing Mr. Melvin’s appointment to the Board of Directors is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein in its entirety.







Item 9.01
Financial Statements and Exhibits.

(d)    Exhibits

10.1
Form of Director and Officer Indemnification Agreement entered into between the Company and each of its directors and selected officers effective July 1, 2015 (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No. 1-34658)).

99.1
Press Release dated June 18, 2019.






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.
 
 
 
 
By:
 
/s/ Jason S. Kerr
 
 
 
Jason S. Kerr
 
 
 
Vice President and Chief Accounting Officer
Date: June 18, 2019


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Section 2: EX-99.1 (EXHIBIT 99.1)

Exhibit


Exhibit 99.1
398382417_erheadera20.jpg

BWXT Names Leland D. Melvin to Board of Directors
(LYNCHBURG, Va. - June 18, 2019) - BWX Technologies, Inc. (NYSE: BWXT) announced today that Leland D. Melvin has been appointed to its board of directors.
Melvin spent more than 24 years with NASA as an astronaut, research engineer and administrator. He served twice on board the space shuttle Atlantis as a mission specialist to support the International Space Station. In addition, Melvin served as NASA’s associate administrator for education until he retired in 2014.
As head of NASA’s education program, he served as co-chair on the White House’s Federal Coordination in STEM Education Task Force developing the nation’s five-year science, technology, engineering and math education plan. Melvin served as the United States’ representative and chair of the International Space Education Board, a global collaboration in space education that fosters interest in space, science and technology among students worldwide.
Prior to joining NASA, Melvin was drafted by the Detroit Lions in the 1986 college football draft and later played for the Detroit Lions and Dallas Cowboys. He is currently a member of the board of trustees of the University of Richmond, a director’s fellow at the Massachusetts Institute of Technology Media Lab and a speaker at the Creative Artists Agency based in California.
Melvin earned a bachelor’s degree in chemistry from the University of Richmond in 1986 and his master’s degree in materials science engineering from the University of Virginia in 1989. He also holds five honorary doctorates for his service in education, the sciences and philanthropy.
“We are very fortunate to add Leland to our board,” said John A. Fees, chairman of BWXT. “His scientific background and unique experience with NASA and the international community will be very beneficial as we continue to pursue new business opportunities that leverage our long-standing nuclear operations capabilities. We look forward to the contributions he will make.”
About BWXT
Headquartered in Lynchburg, Va., BWX Technologies, Inc. (NYSE:BWXT) is a leading supplier of nuclear components and fuel to the U.S. government; provides technical and management services to support the U.S. government in the operation of complex facilities and environmental remediation activities; and supplies precision manufactured components, services and fuel for the commercial nuclear power industry. With approximately 6,250 employees, BWXT has 11 major operating sites in the U.S. and Canada. In addition, BWXT joint ventures provide management and operations at more than a dozen U.S. Department of Energy and NASA facilities. Follow us on Twitter @BWXTech and learn more at www.bwxt.com.
Media Contact:
 
Investor Contact:
Jud Simmons
 
Alan Nethery
Director, Media and Public Relations
 
Vice President and Chief Investor Relations Officer
434-522-6462
 
980-365-4300
 


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