BABCOCK & WILCOX ENTERPRISES INC. 2023-2024 Proxy Voting Records

Description as filed by funds: If proposal 1 is approved, the election of the nominees listed as Class I directors for a term of two years: Henry E. Bartoli

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“Elect Director: Henry E. Bartoli”): 50,795,976 for, 5,050,887 withheld, per its Form 8-K filed May 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of BABCOCK & WILCOX ENTERPRISES INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “IF PROPOSAL 1 IS NOT APPROVED, THE ELECTION OF THE NOMINEE LISTED AS CLASS III DIRECTOR FOR A TERM OF THREE YEARS: HENRY E. BARTOLI” (8 managers, 4,071,712 for).

The 41 asset managers below reported 13,077,583 for, 1,549,045 withheld.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Description as filed by funds: If proposal 1 is approved, the election of the nominees listed as Class I directors for a term of two years: Naomi L. Boness

The 41 asset managers below reported 14,626,628 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Description as filed by funds: If proposal 1 is approved, the election of the nominees listed as Class I directors for a term of two years: Philip D. Moeller

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“Elect Director: Philip D. Moeller”): 45,300,268 for, 10,546,595 withheld, per its Form 8-K filed May 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of BABCOCK & WILCOX ENTERPRISES INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “IF PROPOSAL 1 IS NOT APPROVED, THE ELECTION OF THE NOMINEE LISTED AS CLASS III DIRECTOR FOR A TERM OF THREE YEARS: PHILIP D. MOELLER” (8 managers, 3,343,036 for, 728,676 withheld).

The 41 asset managers below reported 11,770,036 for, 2,856,592 withheld.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Description as filed by funds: If proposal 1 is not approved, the election of the nominees listed as Class III directors for a term of three years: Henry E. Bartoli

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“Elect Director: Henry E. Bartoli”): 50,795,976 for, 5,050,887 withheld, per its Form 8-K filed May 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 91% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 8,951,971 for, 1,549,045 withheld.

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

Description as filed by funds: If proposal 1 is not approved, the election of the nominees listed as Class III directors for a term of three years: Naomi L. Boness

The 34 asset managers below reported 10,501,016 for. The figure above is FOR ÷ (FOR + AGAINST + WITHHELD) of the shares these managers voted; abstained and unvoted shares are in neither half, and these managers are a subset of all shareholders, not the meeting result.

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

Description as filed by funds: If proposal 1 is not approved, the election of the nominees listed as Class III directors for a term of three years: Philip D. Moeller

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“Elect Director: Philip D. Moeller”): 45,300,268 for, 10,546,595 withheld, per its Form 8-K filed May 21, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: not verified — the filing’s own statement of the outcome could not be identified for this item.
Support: 81% of votes cast — FOR ÷ (FOR + WITHHELD); abstentions and broker non-votes are excluded.

The 34 asset managers below reported 8,427,000 for, 2,074,016 withheld.

Showing the 25 largest of 34 asset managers. See all 34 in the interactive database.

Description as filed by funds: APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO DECLASSIFY BOARD OF DIRECTORS AND PROVIDE FOR ANNUAL ELECTIONS OF ALL DIRECTORS BEGINNING IN 2026.

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“Proposal 1: The approval of amendments to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to declassify the Board of Directors of the Company (the "Board") and provide for annual ”): 55,347,136 for, 470,634 against — failed, per its Form 8-K filed May 21, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Proposal 1: The approval of amendments to the Company's Restated Certificate of Incorporation (the "Certificate of Incorporation") to declassify the Board of Directors of the Company (the "Board") and provide for annual elections of all directors beginning at the 2026 annual meeting of stockholders…”
Not approved under the vote the filing states was required: “80% of the outstanding”
Support: 99.1% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“80% of the outstanding”).

The 41 asset managers below reported 14,626,628 for.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.

Description as filed by funds: APPROVAL OF AMENDMENT TO CERTIFICATE OF INCORPORATION TO REMOVE PROVISIONS REQUIRING AFFIRMATIVE VOTE OF AT LEAST 80% OF VOTING POWER FOR CERTAIN AMENDMENTS TO THE COMPANY'S CERTIFICATE OF INCORPORATION AND BYLAWS.

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“Proposal 4: The approval of amendments to the Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certif”): 54,863,327 for, 928,289 against — failed, per its Form 8-K filed May 21, 2024 (Item 5.07). This item required more than a simple majority of votes cast — see the filing.

Reported outcome: Not approved, in the filing’s own words: “Proposal 4 : The approval of amendments to the Certificate of Incorporation to remove provisions that require the affirmative vote of holders of at least 80% of the voting power to approve certain amendments to the Certificate of Incorporation and the Company's Amended and Restated Bylaws did not r…”
Not approved under the vote the filing states was required: “80% of the voting power”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
Voting standard, as the filing states it: a supermajority of the shares outstanding (“80% of the voting power”).

The 40 asset managers below reported 14,572,728 for.

Showing the 25 largest of 40 asset managers. See all 40 in the interactive database.

Description as filed by funds: APPROVAL, ON A NON-BINDING ADVISORY BASIS, OF EXECUTIVE COMPENSATION.

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“6. On a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement”): 53,823,307 for, 1,898,873 against — passed, per its Form 8-K filed May 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 6 : The stockholders approved, on a non-binding advisory basis, the compensation of the Company's named executive officers as disclosed in the Proxy Statement.”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 41 managers: 14,626,628 for. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 91 managers: 20,714,311 for, 1,121,741 against. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: RATIFICATION OF APPOINTMENT OF DELOITTE & TOUCHE LLP AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE YEAR ENDING DECEMBER 31, 2024.

BABCOCK & WILCOX ENTERPRISES INC.’s own tally for this item (“5. The ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024”): 63,995,387 for, 192,157 against — passed, per its Form 8-K filed May 21, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 5 : The stockholders approved the ratification of the appointment of Deloitte & Touche LLP as the Company's independent registered public accounting firm for the year ending December 31, 2024.”
Support: 99.7% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 41 asset managers below reported 14,626,628 for.

Showing the 25 largest of 41 asset managers. See all 41 in the interactive database.