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): May 9, 2014

THE BABCOCK & WILCOX COMPANY

(Exact name of registrant as specified in its charter)

DELAWARE	001-34658	80-0558025
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

13024 BALLANTYNE CORPORATE PLACE SUITE 700 CHARLOTTE, NORTH CAROLINA	28277
(Address of principal executive offices)	(Zip Code)

Registrant’s Telephone Number, including Area Code:  (704) 625-4900

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:

⃞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))

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Item 2.02       Results of Operations and Financial Condition.

On May 12, 2014, we issued a press release announcing our financial results for the first quarter ended March 31, 2014.  A copy of the press release is attached as Exhibit 99.1, and the information contained in Exhibit 99.1 is incorporated by reference.

The information furnished pursuant to this Item 2.02, including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

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

We held our annual meeting of stockholders (the “Annual Meeting”) on May 9, 2014.  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 Proxy Statement filed with the U.S. Securities and Exchange Commission on March 28, 2014.  

Proposal 1:  Election of three Class I directors to serve a three-year term:

Nominee	Votes For	Votes Withheld	Broker Non-Votes
E. James Ferland	83,085,817	1,015,412	5,235,905
Brian K. Ferraioli	82,312,839	1,788,390	5,235,905
Robert L. Nardelli	82,790,003	1,311,226	5,235,905

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

Votes For	Votes Against	Abstentions	Broker Non-Votes
80,873,664	1,606,871	1,620,694	5,235,905

Proposal 3:  Approval of our Amended and Restated 2010 Long-Term Incentive Plan (the “Plan”) and re-approval of the material terms for performance-based awards for section 162(m) purposes under the Plan:

Votes For	Votes Against	Abstentions	Broker Non-Votes
79,228,164	3,321,050	1,552,015	5,235,905

Proposal 4:  Ratification of the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the year ending December 31, 2013:

Votes For	Votes Against	Abstentions
88,863,945	204,216	268,973

There were no broker non-votes for Proposal 4.  

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Item 9.01       Financial Statements and Exhibits.

(d)     Exhibits  

99.1   Earnings Release dated May 12, 2014.

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 thereunto duly authorized.

	THE BABCOCK & WILCOX COMPANY
	By:	/s/ David S. Black
		David S. Black
		Vice President and Chief Accounting Officer
May 12, 2014

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