BW DEF 14A Report ended May 5, 2020

---

---

•	the Internet at www.proxyvote.com,

•	by calling 1-800-690-6903, or

•	by returning the accompanying proxy card if you received a printed set of materials by mail.

---

---

(1)	approve amendments to the Company’s Restated Certificate of Incorporation (“Certificate of Incorporation”) to declassify the Company’s Board of Directors (the "Board") and provide for annual elections of all directors beginning at the 2022 annual meeting of stockholders;

(2)	if Proposal 1 is approved, elect Matthew E. Avril and Alan B. Howe as Class I directors of the Company for a term of two years;

(3)	if Proposal 1 is not approved, elect Matthew E. Avril and Alan B. Howe as Class II directors of the Company for a term of three years;

(4)	approve amendments to the Company’s 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 our Certificate of Incorporation and Bylaws;

(5)	ratify our Audit and Finance Committee’s appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2020;

(6)	approve, on a non-binding advisory basis, the compensation of our named executive officers;

(7)	approve an amendment to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan; and

(8)	transact such other business as may properly come before the Annual Meeting or any adjournment thereof.

---

---

---

---

---

---

---

---

---

---

---

---

1.	three Board members, for so long as B. Riley beneficially owns at least 75% of our common stock that it beneficially owned as of July 24, 2019 (the “Closing B. Riley Stock Ownership”) and at least 75% of the Tranche A-2 Term Loan and Tranche A-3 Term Loan, combined, that it beneficially owned as of July 24, 2019 (the “Closing Loan Ownership”);

2.	two Board members, after the first time that B. Riley beneficially owns less than 75% of the Closing B. Riley Stock Ownership or less than 75% of the Closing Loan Ownership, but for so long as B. Riley continues to beneficially own at least 50% of the Closing B. Riley Stock Ownership and at least 50% of the Closing Loan Ownership; and

3.	one Board member, after the first time that B. Riley beneficially owns less than 50% of the Closing B. Riley Stock Ownership or less than 50% of the Closing Loan Ownership;

1.	three Board members, for so long as Vintage beneficially owns 75% of our common stock that it beneficially owned as of May 8, 2019 (the “Closing Vintage Stock Ownership”);

2.	two Board members, after the first time that Vintage beneficially owns less than 75% of the Closing Vintage Stock Ownership but so long as Vintage continues to beneficially own at least 50% of the Closing Vintage Stock Ownership; and

3.	one Board member, after the first time that Vintage beneficially owns less than 50% of the Closing Vintage Stock Ownership;

---

---

---

•	overseeing the conduct of our business and assessing our business and enterprise risks;

•	reviewing and approving our key financial objectives, strategic and operating plans, and other significant actions;

•	overseeing the processes for maintaining the integrity of our financial statements and other public disclosures, and our compliance with law and ethics;

•	evaluating CEO and senior management performance and determining executive compensation;

•	planning for CEO succession and monitoring management’s succession planning for other key executive officers; and

•	establishing our governance structure, including appropriate board composition and planning for board succession.

•	presides over all Board meetings at which the Chairman of the Board is not present and all executive sessions attended only by independent directors;

•	serves as liaison between the independent directors and the Chairman of the Board and Chief Executive Officer (including advising the Chairman of the Board and Chief Executive Officer of discussions held during executive sessions of the non-employee and independent directors, as appropriate);

•	reviews and approves the Board meeting agendas and meeting schedules to assure that there is sufficient time for discussion of all agenda items;

•	advises the Chairman of the Board and Chief Executive Officer regarding the quality, quantity and timeliness of information sent by management to the directors;

•	has the authority to call meetings of the independent directors; and

•	if requested by major stockholders, ensures that he or she is available for consultation and direct communication.

---

•	professional and personal experiences and expertise in relation to (1) our businesses and industries, and (2) the experiences and expertise of other Board members;

•	integrity and ethics in his or her personal and professional life;

•	professional accomplishment in his or her field;

•	personal, financial or professional interests in any competitor, customer or supplier of ours;

•

preparedness to participate fully in Board activities and to devote sufficient time to carry out the duties as a director on the Board, including active membership on Board committees as requested and attendance at, and active participation in, meetings of the Board and the committee(s) of which he or she is a member, and a lack of other personal or professional commitments that would, in the Governance Committee’s sole judgment, interfere with or limit his or her ability to do so;

•	ability to contribute positively to the Board and any of its committees;

•	whether the candidate meets the independence requirements applicable to the Board and its committees established by the NYSE and the SEC;

•	whether the candidate meets our Corporate Governance Principles, including the independence requirements set forth therein; and

•	all other information deemed relevant in the Governance Committee’s and the Board’s, as applicable, business judgment impacting the candidate’s service as a member of the Board and any of its committees, including a candidate’s professional and educational background, reputation, industry knowledge and business experience.

---

---

---

---

(1)	Mr. Christopher and Ms. Pramaggiore resigned as directors effective April 26, 2019.

•	the chair of the Audit and Finance Committee: $15,000;

•	the chair of each of the Compensation and Governance Committees: $10,000;

•	the Lead Independent Director (if any): $20,000; and

•	the Chairman (if any): $100,000.

---

---

•	each stockholder who beneficially owns more than 5% of our common stock;

•	each current executive officer named in the 2019 Summary Compensation Table;

•	each of our directors; and

•	all of our executive officers, director nominees and directors as a group.

(1)	Percent is based on 46,407,120 outstanding shares of our common stock on April 22, 2020.

(2)

As reported on Schedule 13D/A filed with the SEC on July 24, 2019. The Schedule 13D/A reports beneficial ownership of 15,703,920 shares of our common stock by Vintage Capital Management, LLC and Kahn Capital Management, LLC, which each have sole voting power over zero shares and shared voting and dispositive power over 15,703,920 shares. The Schedule 13D/A reports beneficial ownership of 15,708,383 shares of our common stock by Brian R. Kahn who has sole voting and dispositive power over 4,463 shares and shared voting and dispositive power over 15,703,920 shares. The reporting person’s address is 4705 S. Apopka Vineland Road, Suite 206, Orlando, FL 32819. Each number of shares in this footnote has been adjusted for the Company’s one-for-ten reverse stock split of our common stock on July 24, 2019.

(3)

As reported on Schedule 13D/A filed with the SEC on July 29, 2019. The Schedule 13D/A reports beneficial ownership of 8,578,274 shares of our common stock by B. Riley Financial, Inc. which has shared voting and dispositive power over 8,578,274 shares.  The Schedule 13D/A reports beneficial ownership of 1,859,423 shares of our common stock by B. Riley FBR, Inc. which has shared voting and dispositive power over 1,859,423 shares. The Schedule 13D/A reports beneficial ownership of 1,985,889 shares of our common stock by B. Riley Capital Management, LLC, BRC Partners Opportunities Fund, LP and BRC Partners Management

---

(4)	Shares owned by Mr. Avril include 3,639 shares of common stock that he may acquire on the exercise of stock options.

(5)	Shares owned by Mr. Bartoli include 3,639 shares of common stock that he may acquire on the exercise of stock options.

(6)	Shares owned by Ms. Dubin include 3,639 shares of common stock that he may acquire on the exercise of stock options.

(7)	Shares owned by Mr. Kahn also include shares beneficially owned by Vintage Capital Management, LLC, as disclosed in footnote 2 above.

(8)

Shares owned by Mr. Riley include shares beneficially owned by B. Riley Financial, Inc., as disclosed in footnote 3 above. As reported on Schedule 13D/A filed with the SEC on July 29, 2019, Mr. Riley’s beneficial ownership of 229,912 shares consists of (i) 84,424 shares held jointly with his wife, Carleen Riley, (ii) 14,781 shares held as sole custodian for the benefit of Abigail Riley, (iii) 14,781 shares held as sole custodian for the benefit of Charlie Riley, (iv) 14,781 shares held as sole custodian for the benefit of Eloise Riley, (v) 12,794 shares held as sole custodian for the benefit of Susan Riley, (vi) 50,998 shares held as sole trustee of the Robert Antin Children Irrevocable Trust, (vii) 37,353 shares held in Mr. Riley’s 401(k) account, and (viii) 8,578,274 shares outstanding or issuable upon the exercise of warrants held directly by B. Riley Financial, Inc., BRC Partners Opportunities Fund, LP or B. Riley FBR, Inc. Mr. Riley disclaims beneficial ownership of the shares held by B. Riley Financial, Inc., BRC Partners Opportunities Fund, LP or B. Riley FBR, Inc., which are not directly owned or controlled by Mr. Riley.

(9)	Shares owned by Mr. Siegel include 2,729 shares of common stock that he may acquire on the exercise of stock options.

(10)	Shares owned by Mr. Morgan include 7,234 shares of common stock that he may acquire on the exercise of stock options.

(11)	Shares owned by all directors, director nominees and officers as a group include 24,998 shares of common stock that may be acquired on the exercise of stock options. Shares owned by Mr. Dziewisz include 4,118 shares of common stock that he may acquire on the exercise of stock options and 2.25 shares of common stock held in our Thrift Plan.

---

---

•

A $50.0 million rights offering ("2019 Rights Offering") for which B. Riley FBR, Inc. agreed to act as a backstop, by purchasing from us, at a price of $0.30 per share, all unsubscribed shares in the 2019 Rights Offering for cash or by exchanging an equal principal amount of outstanding Tranche A-2 or Tranche A-3 last-out term loans (the "Backstop Commitment"). Under the 2019 Rights Offering, 16,666,666 shares of common stock were issued, of which 12,589,170 shares were purchased through the exercise of rights in the rights offering generating $37.8 million of cash, 1,333,333 shares were issued through assigned portions of the Backstop Commitment generating an additional $4.0 million of cash, and the final 2,744,163 shares were exchanged for $8.2 million of principal value including accrued paid-in-kind interest of Tranche A-3 last-out term loans.

•	$10.3 million of the proceeds of 2019 Rights Offering were used to fully repay Tranche A-2 of the last-out term loans including accrued paid-in-kind interest.

•	$31.5 million of the proceeds of the 2019 Rights Offering were used to partially prepay Tranche A-3 of the last-out term loans including paid-in-kind interest. The total prepayment of principal of Tranche A-3 of the last-out term loans was $39.7 million inclusive of the $8.2 million of principal value exchanged for common shares under the Backstop Commitment described above.

•

All $38.2 million of outstanding principal of Tranche A-1 of the last-out term loans including accrued paid-in-kind interest was exchanged for 12,720,785 shares of common stock (10,720,785 shares to Vintage and 2,000,000 shares to affiliate`s of B. Riley) at a price of $0.30 per share (the "Debt Exchange"). Prior to the Debt Exchange, $6.0 million of Tranche A-1 was held by affiliates of B. Riley and the remainder was held by Vintage.

•	1,666,667 warrants, each to purchase one share of our common stock at an exercise price of $0.01 per share were issued to B. Riley.

---

•	At least $200.0 million of new debt or equity financing upon the effectiveness of the Further Amended and Restated Credit Agreement,

•	All debt relating to the refinancing (including the continuation of any existing term loans under our U.S. credit agreement) may not exceed $275.0 million in aggregate principal amount,

•	All debt relating to the refinancing must be issued on the same terms as the term loans under our U.S. credit agreement, provided that (i) the maturity date of such debt shall be six months after January 1, 2022, (ii) the interest on such debt may not exceed 12% per annum and (iii) the aggregate cash interest expense of such debt may not exceed $6.0 million in any fiscal quarter, and

•	Certain disqualifying stock instruments may not be issued.

---

---

---

---

---

---

•	Outstanding full-value awards (performance- and time-based restricted stock units): 1,901,141 shares (4.1% of our outstanding common stock);

•	Outstanding options: 364,145 shares (0.78% of our outstanding common stock) (outstanding options have an average exercise price of $116.84 and an average remaining term of 4.47 years);

•	Total shares of common stock subject to outstanding awards, as described above (full-value awards and options): 2,265,286 shares (4.88% of our outstanding common stock);

•	Total shares of common stock available for future awards under the Fourth Amended and Restated 2015 LTIP: 346,629 shares (0.75% of our outstanding common stock); and

•	The total number of shares of common stock subject to outstanding awards (2,265,286 shares), plus the total number of shares available for future awards under the Fourth Amended and Restated 2015 LTIP (346,629 shares), represents a current overhang percentage of 5.63% (in other words, the potential dilution of our stockholders represented by the Fourth Amended and Restated 2015 LTIP).

---

•	Proposed additional shares of common stock available for future awards under the Fifth Amended and Restated 2015 LTIP: 3,000,000 shares (6.46% of our outstanding common stock - this percentage reflects the simple dilution of our stockholders that would occur if the Fifth Amended and Restated 2015 LTIP is approved).

•

The total shares of common stock subject to outstanding awards as of April 22, 2020 (2,264,286 shares), plus the total shares of common stock available for future awards under the Fourth Amended and Restated 2015 LTIP as of that date (346,629 shares), plus the proposed additional common shares available for future issuance under the Fifth Amended and Restated 2015 LTIP (3,000,000 shares), represent a total fully-diluted overhang of 5,611,915 shares (12.09%) under the Fifth Amended and Restated 2015 LTIP.

---

---

---

---

---

---

---

---

---

(1)	All of the securities disclosed in this column are available for future issuance other than upon the exercise of an option or right.

---

•	Executive Summary

•	We are Committed to Compensation Best Practices

•	Peer Group

•	Compensation Philosophy and Process

•	Key 2019 Compensation Decisions

•	Other Compensation Practices and Policies

---

•	Chief Financial Officer Transition : Effective February 1, 2019, Louis Salamone was appointed as Chief Financial Officer, replacing our interim chief financial officer Joel K. Mostrom.

•

Other Officer Transitions : Effective August 8, 2019, Daniel W. Hoehn, our Vice President, Controller and Chief Accounting Officer, resigned from the Company with Mr. Salamone assuming his role. Effective August 5, 2019, J. André Hall, stepped down as our Senior Vice President, General Counsel and Corporate Secretary. Mr. Hall remained employed with us through December 31, 2019 as a Special Advisor to the General Counsel. Also during 2019, other members of our senior staff departed from the Company.

---

•	modified the annual cash incentive program by allocating 100% of annual cash incentives to the achievement of adjusted EBITDA metrics, which we believe motivates our executives to maximize our operational performance, and, consequently, stockholder value;

•	providing an annual cash incentive program for Messrs. Young and Salamone to properly motivate these executives, in particular, to improve our financial performance as measured with respect to adjusted EBITDA;

•	modified our compensation practices with respect to long-term equity compensation by transitioning away from stock options and making all equity grants in 2019 in the form of time-based restricted stock units (“RSUs”), which align the interests of our executives with our stockholders and enhances our ability to retain our executives;

•	approving certain one-time spot-bonuses to Messrs. Young and Salamone in recognition of their extraordinary efforts to resolve our European Vølund EPC loss contracts and stabilize our financing sources;

•	negotiate and approve separation pay packages for Mr. Hall; and negotiate an on-going consulting arrangement with Mr. Hall to provide for appropriate continuity of management;

•	freeze Company contributions in our SERP and Restoration Plan; and

•	reviewed and approved certain changes to the Compensation Committee Charter.

---

(1)	Mr. Young serves as chief executive officer pursuant to a third-party consulting agreement with the B. Riley Affiliate. Base salary and short-term incentive compensation are payable to the B. Riley Affiliate. Long-term incentive compensation is payable directly to Mr. Young.

---

---

•	Incent and reward annual and long-term performance;

•	Set rigorous, but motivating goals;

•	Align interests of our executives with our stockholders; and

•	Attract and retain well-qualified executives.

•	Established and implemented our executive compensation philosophy;

•	Aimed to ensure the total compensation paid to our NEOs was fair and competitive, and motivated high performance; and

•

Subscribed to a “pay-for-performance” philosophy when designing executive compensation programs that intended generally to place a substantial portion of each executive’s target compensation “at risk” and make it performance-based, where the value of one or more elements of compensation was tied to the achievement of financial or other measures we considered important drivers in the creation of stockholder value.

•	Prepared information and materials for the Compensation Committee relevant to matters under consideration by the Compensation Committee;

---

•	Messrs. Young and Salamone each provided recommendations regarding compensation of certain of the other NEOs (Messrs. Bartoli, Caruso, and Morgan); and

•	Messrs. Young and Salamone and senior human resources personnel attended Compensation Committee meetings and, as requested by the Compensation Committee, participated in deliberations on executive compensation (other than their own).

•	Provide the Compensation Committee with information and advice on the design, structure and level of executive and director compensation;

•	Attend Compensation Committee meetings, including executive sessions, to advise on compensation discussions;

•	Review market survey and proxy compensation data for comparative market analysis;

•	Advise the Compensation Committee on selecting an appropriate peer group;

•	Advise the Compensation Committee on external market factors and evolving compensation trends; and

•	Provide the Company assistance with regulatory compliance and changes regarding compensation matters.

•

Incentive Compensation Tied to Performance – Generally, our participating NEOs’ annual cash incentive compensation is “at risk,” with the value tied to the achievement of financial and other measures we consider important drivers of stockholder value. For 2019, equity incentive awards were granted in the form of time-based RSUs, which align management’s interests with our shareholders’ and provide incentives for long-term value creation.

•

Equity Incentive Compensation Subject to Forfeiture for Certain Acts — The Compensation Committee may generally terminate outstanding equity award if the recipient (1) is convicted of a misdemeanor involving fraud, dishonesty or moral turpitude or a felony, or (2) engages in conduct that adversely affects or may reasonably be expected to adversely affect the business reputation or economic interests of the Company.

•	Annual and Equity Compensation Subject to Clawbacks — Incentive compensation awards include provisions allowing us to recover excess amounts paid to individuals who knowingly engaged in a fraud resulting in a restatement.

•	Linear Incentive Compensation Payouts — The Compensation Committee established financial performance goals that were used to plot a linear payout formula for incentive compensation to avoid an over-emphasis on short-term decision making.

•	Use of Appropriate Performance Measures — Our annual incentive program was based on adjusted EBITDA to align with the way we and our investors measure the profitability.

•	Stock Ownership Guidelines — Our executive officers and directors are subject to stock ownership guidelines, which help to promote longer-term perspectives and align the interests of our executive officers and directors with those of our stockholders.

---

---

---

(1)	The payout percentage would be prorated on a straight-line basis for results between threshold and target or between target and high. There is no cap on performance, such that amounts above 150% performance would be determined by linear extrapolation.

(2)	Performance metrics were revised in August 2019 to provide for a possible payout at 90% of target or $38.8 million. Prior to such revision, threshold performance was $40.9 million in adjusted EBITDA.

---

(1)	All payouts for results between threshold and target and between target and maximum would be prorated on a straight-line basis.

(2)	Defined as our adjusted earnings before interest, taxes, depreciation and amortization, with such adjustments as determined in the reasonable discretion of our Compensation Committee.

•

to resolve the our European Vølund EPC loss projects, which involved (i) completing the turnover of two EPC projects during the first quarter of 2019, (ii) mediating disputes between a customer and subcontractors on another EPC project, and completing the turnover of the project during the first quarter of 2019, (iii) negotiating with a customer and its lending group on two additional EPC projects that settled all our remaining obligations under both projects, and (iv) negotiating a release of our remaining obligations under another project;

•	to stabilize our financing sources, including negotiation of the equitization transactions and waivers with our lenders as well as an amendment to our credit facility during the first three months of 2019, a period in which we faced significant financial and liquidity challenges; and

•	to identify and implement cost-saving measures designed to save over $100 million annually, including relocating our corporate headquarters.

---

(1)	The value of the target equity incentive awards represents the nominal value used to determine the number of RSUs granted, taking into account the vesting schedule of the awards, rather than the grant date fair value computed for financial reporting purposes. See the “2019 Grants of Plan-Based Awards” table for more information regarding the stock awards.

---

•	Cumulative EPS was the net income attributable to our common stock over the 2016-2018 Performance Period divided by our weighted average diluted shares outstanding for that period;

•	ROIC was a ratio of our net operating profit after tax (“NOPAT”) in relation to our invested capital, with NOPAT defined as operating income less tax expense, and “invested capital” defined as our total debt (short- and long-term) plus total stockholders’ equity; and

•

RTSR was a measure comparing our total shareholder return over the 2016-2018 Performance Period to that of the companies in the custom peer group described in our 2017 proxy statement. For this purpose, “total shareholder return” was [(a) – (b) + (c)]/b, where (a) is the Stock Price (as defined below) on the last business day of the 2016-2018 Performance Period, (b) is the Stock Price on the first business day of the 2016-2018 Performance Period and (c) is dividends paid and reinvested during the 2016-2018 Performance Period. The term “Stock Price” means the average daily closing price of a share of common stock of the applicable company during the preceding 30 calendar days.

---

---

•	CEO – Five times base salary; and

•	Other NEOs – Three times base salary.

---

---

(1)

With respect to each of Messrs. Young, Mostrom and Caruso, represents consultant fees paid to third party providers, with respect to such executive’s salary. Mr. Young serves as CEO pursuant to a consulting agreement with the B. Riley Affiliate. Mr. Caruso serves as Chief Implementation Officer pursuant to a Consulting Agreement with Alvarez & Marshall. Prior to his termination on February 1, 2019, Mr. Mostrom served as CFO pursuant to a consulting agreement with Alvarez & Marshal. See “Compensation Discussion and Analysis — Third Party Compensation Arrangements.” The Company maintains other consulting engagements with Alvarez & Marshall unrelated to the compensation of Messrs. Caruso and Mostrom.

(2)

With respect to each of Messrs. Young and Salamone, represents one-time bonus payments in respect to extraordinary efforts in 2019. These awards were payable in July 2019, provided that such payments could be delayed to the extent necessary in light of the Company’s liquidity as assessed by the board of directors, with respect to Mr. Young, and as assessed by Mr. Young, with respect to Mr. Salamone. These bonuses were accrued as expense during the second quarter of 2019. The awards provide that payment of these bonuses may be delayed until such date or dates in the future as our liquidity position has sufficiently improved to permit such payments (or portions thereof) to be made. This determination is to be made by our Board of Directors in the case of the consulting arrangement for Mr. Young's services and by Mr. Young in the case of Mr. Salamone. In 2019, the Company paid Mr. Young $800,000 of his $2,000,000 bonus and paid Mr. Salamone $360,000 of his $750,000 bonus. See “Compensation Discussion and Analysis — Special One-Time Cash Bonus.” With respect to Mr. Morgan, represents the payouts under the special cash retention bonus granted in 2017, which vested ratably over three years. See “Compensation Discussion and Analysis — Other Outstanding Long-Term Performance and Retention Awards.”

(3)

Represents the aggregate grant date fair value of time-based RSUs computed in accordance with FASB ASC Topic 718. With respect to Messrs. Young and Salamone and Bartoli, time-based RSUs are scheduled to vest January 2, 2021. With respect to Mr. Bartoli, time-based RSUs vested November 19, 2019. With respect to Mr. Morgan, time-based RSUs vest ratably in three annual installments beginning on August 13, 2020. All such future vesting events are subject to continued employment through the date of vesting. For additional information, see Note 21 to our audited financial statements for the fiscal year ended December 31, 2019, included in our annual report on Form 10-K for the year ended December 31, 2019 10-K and “— Long-Term Incentive Compensation.”

(4)	With respect to Mr. Young, represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of the SAR award granted to the B. Riley Affiliate during 2018. With respect to Mr. Morgan, represents the grant date fair value, computed in accordance with FASB ASC Topic 718, of the stock option awards granted to Mr. Morgan during 2018.

(5)	With respect to Messrs. Young and Salamone, represents amounts earned with respect to the special bonus opportunity awarded to such executives. See “Compensation Discussion & Analysis –2019 Special Performance Bonus Opportunity.” With respect

---

(6)	The amounts reported for 2019 in the “All Other Compensation” column are attributable to the following:

(a)	The amounts reported in this column represent the total amount of matching and service-based contributions made to each participating NEO under the Company’s 401(k) plan. Under the Company’s 401(k) plan, the Company will match 50% of the first 8% of an employee’s contributions to the plan.

(b)	Perquisites and other personal benefits received by a participating NEO have been included even through their aggregate value does not exceed $10,000. The values of the perquisites and other personal benefits reported for Messrs. Bartoli and Morgan represent the expense associated with executive annual physical exams.

(1)

These columns reflect the threshold and target annual cash incentive opportunities under the special performance bonus opportunity for Messrs. Young and Salamone and under the 2019 MIP for Mr. Morgan. At the time of the filing of this proxy statement, the actual results of our special performance bonus opportunity and 2019 MIP were certified, and our NEOs received the amounts set forth in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table. Payments under both such programs were based on the Company’s adjusted EBITDA with respect to 2019 (and with respect to Mr. Morgan, the Company’s adjusted EBITDA and the adjusted EBITDA of the B&W segment).

---

(2)

This column represents the number of time-based RSUs granted in 2019. With respect to Messrs. Young and Salamone, time-based RSUs are scheduled to vest January 2, 2021. With respect to Mr. Bartoli, time-based RSUs vested on November 19, 2019. With respect to Mr. Morgan, time-based RSUs vest ratably in three annual installments beginning on August 13, 2020. All such future vesting events are subject to continued employment through the date of vesting. For additional information, see Note 21 to our audited financial statements for the fiscal year ended December 31, 2019, included in our 2019 10-K. See “—Long-Term Incentive Compensation” for more information about the awards granted in fiscal year 2019.

(3)	This column represents the aggregate grant date fair value of equity awards granted in 2019, calculated in accordance with FASB ASC Topic 718.

(1)	Based on the closing market price of our common stock on December 31, 2019 of $3.64, as reported on the New York Stock Exchange.

(2)	These awards of SARs are scheduled to vest on November 18, 2020.

(3)	These time-based RSUs are scheduled to vest on November 19, 2020.

(4)	These time-based RSUs are scheduled to vest on March 3, 2020.

(5)	These time-based RSUs are scheduled to vest on August 14, 2020.

---

(6)	These time-based RSUs are scheduled to vest in ratable installments on August 13, 2020, 2021 and 2022.

(7)	These time-based RSUs are scheduled to vest on October 8, 2021.

(8)

These performance-based stock units (“PSUs”) represent the right to receive a share of the Company’s common stock for each PSU that vests. The number of PSUs that vest depends upon the attainment of specified performance goals over a period beginning on January 1, 2017 and ending on December 31, 2019. The number of PSUs reported is based on achieving threshold performance levels. Following the end of the performance period, the PSUs were forfeited and cancelled due to the failure of the Company to achieve threshold performance.

(1)

For each NEO, the amounts reported in the number of shares acquired on vesting column in the table above represent the aggregate number of shares of common stock acquired by the NEO in connection with RSUs under the 2015 LTIP that vested in 2019. The amounts reported in the value realized on vesting column were calculated by multiplying the number of shares acquired on the date of vesting by the closing price of our common stock on the date of vesting. The number of shares acquired in connection with the vesting of RSUs includes shares withheld by us in the amounts and for the NEOs reported below to satisfy the minimum statutory withholding tax due on vesting.

(1)	See the narrative disclosure that follows for information regarding the extent to which amounts reported in the contributions and earnings columns are reported as 2019 compensation in the “2019 Summary Compensation

---

---

•	for SARs: multiplying the number of accelerated stock options or SARs by the difference between the exercise price or base price and $3.64 (the closing price of the Company’s common stock on December 31, 2019); and

---

•	for RSUs and PSUs: multiplying the number of accelerated units by $3.64 (the closing price of the Company’s common stock on December 31, 2019).

---

•	accelerated vesting in the executive’s SERP and Restoration Plan accounts;

•	accelerated vesting in any outstanding equity awards;

•	a cash severance payment;

•	a prorated target MIP payment;

•	payment of the prior year’s MIP payment, if unpaid at termination;

•	a cash payment representing health benefits coverage costs; and

•	continued financial planning services.

---

•

If an MIP award for the year prior to termination is paid to other MIP participants after the date of the executive’s termination, the executive would be entitled to receive the actual amount of the award determined under the MIP for such prior year (without the exercise of any downward discretion). The 2018 MIP awards were paid before December 31, 2019. As a result, no payment would have been due to our NEOs in this respect.

•

The executive would be entitled to an MIP payment equal to the product of the NEO’s annual base salary multiplied by such NEO’s MIP target percentage, with the product prorated based on the number of days the NEO was employed during the year in which the termination occurs. We have assumed for purposes of this disclosure that, in the event of a December 31, 2019 termination date, each NEO would have been entitled to a MIP payment equal to 100% of his 2019 target MIP, as in effect immediately prior to the date of termination.

•

any person, other than an ERISA-regulated pension plan established by the Company or its affiliates makes an acquisition of outstanding voting stock and is, immediately thereafter, the beneficial owner of 30% or more of the then outstanding voting stock, unless such acquisition is made directly from the Company in a transaction approved by a majority of the incumbent directors; or any group is formed that is the beneficial owner of 30% or more of the outstanding voting stock (other than a group formation for the purpose of making an acquisition directly from the Company and approved (prior to such group formation) by a majority of the incumbent directors);

•	individuals who are incumbent directors (as defined in the change in control agreements) cease for any reason to constitute a majority of the members of the Board;

•

consummation of certain business combinations (as further described in the agreements) unless, immediately following such business combination, (i) all or substantially all of the individuals and entities that were the beneficial owners of the outstanding voting stock immediately before such business combination beneficially own, directly or indirectly, more than 51% of the then-outstanding shares of voting stock of the parent corporation resulting from such business combination in substantially the same relative proportions as their ownership, immediately before such business combination, of the outstanding voting stock, (ii) if the business combination involves the issuance or payment by the Company of consideration to another entity or its stockholders, the total fair market value of such consideration plus the principal amount of the consolidated long-term debt of the entity or business being acquired (in each case, determined as of the date of consummation of such business combination by a majority of the incumbent directors) does not exceed 50% of the sum of the fair market value of the outstanding voting stock plus the principal amount of the Company’s consolidated long-term debt (in each case, determined immediately before such consummation by a majority of the incumbent directors), (iii) no person (other than any corporation resulting from such business combination) beneficially owns, directly or indirectly, 30% or more of the then-outstanding shares of voting stock of the parent corporation resulting from

---

•

consummation of certain major asset dispositions (as further described in the agreements) unless, immediately following such major asset disposition, (i) individuals and entities that were beneficial owners of the outstanding voting stock immediately before such major asset disposition beneficially own, directly or indirectly, more than 70% of the then-outstanding shares of voting stock of the Company (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) and (ii) a majority of the members of the Board (if it continues to exist) and of the entity that acquires the largest portion of such assets (or the entity, if any, that owns a majority of the outstanding voting stock of such acquiring entity) were incumbent directors of the Company immediately before consummation of such major asset disposition.

---

---

---

•	The date, time and location of the Annual Meeting;

•	A list of the matters intended to be acted on and our recommendations regarding those matters;

•	Any control/identification numbers that you need to access your proxy card; and

•	Information about attending the Annual Meeting.

---

•	by Internet at www.proxyvote.com;

•	by telephone; or

•	by mail.

---

•	Proposal 1: approve amendments to our Certificate of Incorporation to declassify the Board and provide for annual elections of all directors beginning at the 2022 annual meeting of stockholders;

•	Proposal 2: If Proposal 1 is approved, elect Matthew E. Avril and Alan B. Howe as Class I directors of the Company to serve a term of two years;

•	Proposal 3: If Proposal 1 is not approved, elect Matthew E. Avril and Alan B. Howe as Class II directors of the Company to serve a term of three years;

•	Proposal 4: Approve amendments to our 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 Bylaws;

•	Proposal 5: ratify our Audit and Finance Committee’s appointment of Deloitte as our independent registered public accounting firm for the year ending December 31, 2020;

•	Proposal 6: approve, on a non-binding advisory basis, the compensation of our named executive officers; and

•	Proposal 7: approve an amendment to the Babcock & Wilcox Enterprises, Inc. Amended and Restated 2015 Long-Term Incentive Plan.

---

---

•	to meet any legal requirements;

•	in limited circumstances such as a proxy contest in opposition to the Board;

•	to permit independent inspectors of election to tabulate and certify your vote; or

•	to adequately respond to your written comments on your proxy card.

---

---

(2)

The Babcock & Wilcox segment adjusted EBITDA, for the twelve months ended December 31, 2018, excludes $25.4 million of net benefit from pension and other postretirement benefit plans, excluding MTM adjustments, that were previously included in the segment results. Beginning in 2019, net pension benefits are no longer allocated to the segments, and prior periods have been adjusted to be presented on a comparable basis.

(3)	Allocations are excluded from discontinued operations. Accordingly, allocations previously absorbed by the MEGTEC and Universal businesses in the SPIG segment have been included with other unallocated costs in Corporate, and total $11.4 million for the twelve months ended December 31, 2018.

(4)	In March 2019, we entered into a settlement in connection with an additional European waste-to-energy EPC contract, for which notice to proceed was not given and the contract was not started. The settlement eliminates our obligations to act, and our risk related to acting, as the prime EPC should the project have moved forward.

---

(ii)

Following the election of directors at the 2020 Annual Meeting, the Board of Directors will be divided into two classes, Class I and Class II, with the directors in Class I having a term expiring at the 2022 Annual Meeting and the directors in Class II having a term expiring at the 2021 Annual Meeting. The directors in Class I will be the directors elected to the Board of Directors at the 2020 Annual Meeting and the directors who, immediately prior to the 2020 Annual Meeting, were in Class I and had terms expiring at the 2022 Annual Meeting; the directors in Class II will be the directors who, immediately prior to the 2020 Annual Meeting, were in Class III and had terms expiring at the 2021 Annual Meeting.

(iii)

Commencing with the election of directors at the 2021 Annual Meeting, the directors in Class II will be up for election for a one-year term ending at the 2022 Annual Meeting and, commencing with the election of directors at the 2022 Annual Meeting, the Board of Directors will no longer have classified terms and all directors will be elected for a term expiring at the following annual meeting of stockholders, or if earlier, their death or resignation and may be removed with or without cause as provided in the DGCL.

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---

---