Shareholders at BWX Technologies (NYSE: BWXT) back board, pay and auditor

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Rhea-AI Filing Summary

BWX Technologies, Inc. reported results from its April 30, 2026 annual meeting of stockholders. Shareholders elected ten directors to one-year terms ending at the 2027 annual meeting, with each nominee receiving substantially more votes for than against.

Stockholders also cast an advisory vote approving 2025 compensation for the company’s named executive officers and ratified the appointment of Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.

8-K Event Classification

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

1 item

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

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Say-on-pay votes for: 73,952,557 votes Say-on-pay votes against: 1,110,500 votes Auditor ratification votes for: 81,613,342 votes +4 more

7 metrics

Say-on-pay votes for 73,952,557 votes Advisory approval of 2025 executive compensation

Say-on-pay votes against 1,110,500 votes Advisory approval of 2025 executive compensation

Auditor ratification votes for 81,613,342 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Auditor ratification votes against 265,947 votes Ratification of Deloitte & Touche LLP for year ending December 31, 2026

Broker non-votes on Proposal 2 6,688,652 shares Advisory vote on 2025 named executive officer compensation

Highest director support 75,011,709 votes for Votes for director nominee Daniel L. Jablonsky

Director with lowest for votes 68,316,115 votes for Votes for director nominee Nicole W. Piasecki

Key Terms

broker non-votes, advisory vote, named executive officers, independent registered public accounting firm, +1 more

5 terms

broker non-votes financial

"Jan A. Bertsch | 74,212,190 | 902,977 | 139,832 | 6,688,652"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"Proposal 2: Advisory vote to approve the 2025 compensation"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

named executive officers financial

"Advisory vote to approve the 2025 compensation of our named executive officers"

Named executive officers are the senior company leaders whose names, roles and compensation are singled out in required regulatory filings; this typically includes the chief executive, chief financial officer and the next highest‑paid senior officers. Investors treat this list like a team roster — it shows who makes key decisions, how they are paid and whether incentives align with shareholder interests, so changes or pay patterns can signal governance quality, risk or strategic shifts.

independent registered public accounting firm financial

"Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

Annual Meeting financial

"At the Annual Meeting on April 30, 2026, the Company's stockholders voted"

A company's annual meeting is a yearly gathering where owners (shareholders) and the board review performance, ask questions, and vote on key matters like electing directors, approving auditor choices, and sometimes setting pay or dividend policies. For investors it matters because decisions made and votes cast can change who runs the company, influence strategy and payouts, and affect the value or direction of their investment—similar to a homeowners’ meeting where rules and leaders that shape your property’s value are decided.

Understanding 8-K Material Events →

05/05/2026 - 04:10 PM

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): April 30, 2026

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 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 5.07 Submission of Matters to a Vote of Security Holders.

At the Annual Meeting on April 30, 2026, the Company's stockholders voted on three matters. 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 Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 18, 2026.

Proposal 1: Election of ten directors to serve a one-year term expiring at the 2027 annual meeting of stockholders and until their successors are duly elected and qualified:


Nominee	Votes For	Votes Against	Abstentions	Broker Non-Votes
Jan A. Bertsch	74,212,190	902,977	139,832	6,688,652
Gerhard F. Burbach	74,476,706	639,302	138,991	6,688,652
Rex D. Geveden	74,905,919	287,195	61,885	6,688,652
Daniel L. Jablonsky	75,011,709	103,844	139,446	6,688,652
James M. Jaska	74,567,324	556,878	130,797	6,688,652
Kenneth J. Krieg	74,221,695	902,329	130,975	6,688,652
Leland D. Melvin	74,696,227	483,046	75,726	6,688,652
Barbara A. Niland	74,268,572	840,840	145,587	6,688,652
Nicole W. Piasecki	68,316,115	6,797,898	140,986	6,688,652
John M. Richardson	74,615,088	504,354	135,557	6,688,652

Proposal 2: Advisory vote to approve the 2025 compensation of our named executive officers:


Votes For	Votes Against	Abstentions	Broker Non-Votes
73,952,557	1,110,500	191,942	6,688,652

Proposal 3: Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2026:


Votes For	Votes Against	Abstentions
81,613,342	265,947	64,362

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/ Toby W. Smith
									Toby W. Smith
									Senior Vice President, General Counsel, Chief Compliance Officer and Corporate Secretary

May 5, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What did BWX Technologies (BWXT) shareholders vote on at the 2026 annual meeting?

Shareholders voted on three items: electing ten directors to one-year terms, an advisory approval of 2025 executive compensation, and ratifying Deloitte & Touche LLP as independent registered public accounting firm for the year ending December 31, 2026.

Were BWX Technologies (BWXT) director nominees elected at the April 30, 2026 meeting?

Yes. All ten director nominees received more votes for than against. For example, Daniel L. Jablonsky received 75,011,709 votes for and 103,844 against, while all other nominees similarly obtained strong majority support from voting stockholders.

How did BWX Technologies (BWXT) shareholders vote on 2025 executive compensation?

Shareholders supported the advisory resolution on 2025 compensation for named executive officers, with 73,952,557 votes for, 1,110,500 against, and 191,942 abstentions, plus 6,688,652 broker non-votes recorded on the proposal at the annual meeting.

Which auditing firm did BWX Technologies (BWXT) shareholders ratify for 2026?

Stockholders ratified Deloitte & Touche LLP as the independent registered public accounting firm for the year ending December 31, 2026, with 81,613,342 votes for, 265,947 votes against, and 64,362 abstentions recorded on the ratification proposal.

What are broker non-votes in the BWX Technologies (BWXT) 2026 meeting results?

Broker non-votes occur when brokers hold shares in street name but do not have voting instructions for non-routine matters. For the director and executive pay proposals, 6,688,652 broker non-votes were reported, meaning those shares were not counted as for or against.

Filing Exhibits & Attachments

4 documents