Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. OnDecember 16, 2020 , the Board of Directors ofBWX Technologies, Inc. ("BWXT," "we" or "us") appointed retired AdmiralJohn M. Richardson to our Board of Directors as a Class II director with an initial term expiring at our annual meeting of shareholders in 2021.Adm. Richardson has also been appointed to theAudit and Finance Committee and the Compensation Committee.Adm. Richardson will receive the non-executive director compensation as set forth under "Compensation of Directors" in our Definitive Proxy Statement filed with theSecurities and Exchange Commission ("SEC") onMarch 17, 2020 and incorporated herein by reference. In addition,Adm. Richardson entered into the Company's standard form of director and officer indemnification agreement, a copy of which was filed with theSEC onAugust 5, 2015 as Exhibit 10.15 to our Quarterly Report on Form 10-Q for the quarter endedJune 30, 2015 and is incorporated herein in its entirety. The Board of Directors made an affirmative determination thatAdm. Richardson is an independent director under the New York Stock Exchange Listing Standards.Adm. Richardson 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 announcingAdm. Richardson'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 effectiveJuly 1, 2015 (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the quarter endedJune 30, 2015 (File No. 1-34658)). 99.1 Press Release datedDecember 17, 2020 . 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Extension Label Linkbase Document 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
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