Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
CAO Retirement
On August 19, 2022, Richard W. Loving, Senior Vice President and Chief
Administrative Officer ("CAO") of BWX Technologies, Inc. ("BWXT" or the
"Company"), provided notice of his decision to retire from the Company. Mr.
Loving will continue in his role as Senior Vice President and CAO through August
29, 2022, after which he will serve as Special Advisor to the Chief Executive
Officer ("CEO") to assist with the transition of the CAO role until his
retirement from the Company on March 31, 2023 ("Retirement Date").
The Company and Mr. Loving entered into a Transition Agreement ("Agreement") on
August 19, 2022, which provides that Mr. Loving 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, 2022; (iii) not participate in the 2023 annual or long-term
incentive plans; (iv) receive a cash retention bonus of $485,000 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. Loving will continue to vest, subject to the terms set
forth in the respective award agreements.
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Item 7.01 Regulation FD Disclosure
Effective August 29, 2022, the Company's Board of Directors ("Board")
unanimously appointed Robert Duffy, 55, to succeed Mr. Loving as the Company's
Senior Vice President and CAO as part of the Company's normal succession
planning process. A copy of the press release issued by the Company announcing
the CAO 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 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release dated August 22 , 2022.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained
in Exhibit 101)
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