UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15 (d)
of the Securities Exchange Act of 1934
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| Item 1.02. | Termination of a Material Definitive Agreement. |
As previously disclosed by Babcock & Wilcox Enterprises, Inc. (the “Company”), the services of the Company’s Chief Executive Officer, Kenny Young (who also serves as the Chairman of the Company’s Board of Directors), have been provided to the Company by BRPI Executive Consulting, LLC (“BRPI”), an affiliate of B. Riley Financial, Inc., pursuant to a consulting agreement, dated November 19, 2018 and as subsequently amended, between the Company and BRPI (the “BRPI Consulting Agreement”). The term of such services under the BRPI Consulting Agreement was scheduled to end December 31, 2028 and either BRPI or the Company could terminate the term of such services prior to that date by written notice to the other party. On September 20, 2024, the Company and BRPI agreed that the term of such services would end as of that date and each party waived any right to advance notice of such termination of the term. BRPI also waived any right it had under the BRPI Consulting Agreement as to any solicitation of Mr. Young’s services by the Company.
Mr. Young will continue as the Company’s Chief Executive Officer and Chairman of the Company’s Board of Directors, and the Company has directly engaged Mr. Young as described in Item 5.02 below.
| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements o Certain Officers. |
On September 20, 2024, the Company entered into an Independent Contractor Agreement (the “Young Consulting Agreement”) with OpenSky, LLC (“OpenSky”), an entity wholly-owned by Kenny Young. The Young Consulting Agreement provides for Mr. Young’s continued service as the Company’s Chief Executive Officer commencing with the termination of the services pursuant to the BRPI Consulting Agreement on September 20, 2024 and continuing through December 31, 2028 (subject to earlier termination by either party giving at least 30 days’ advance notice of termination to the other party). The Young Consulting Agreement provides that, while Mr. Young is serving as the Company’s Chief Executive Officer, the Company will pay OpenSky a consulting fee at an annual rate of $800,000. If the Company terminates Mr. Young’s services under the Young Consulting Agreement before December 31, 2028 and other than due to a breach of the agreement by Mr. Young, the Company will continue to pay the consulting fee to OpenSky through December 31, 2028 as though Mr. Young’s services had not been terminated. The Young Consulting Agreement also provides that the Company will pay OpenSky a signing bonus of $800,000, and OpenSky agrees to pay a pro-rata portion of such amount back to the Company if, during the three-year period following September 20, 2024, the Company terminates Mr. Young’s services for cause or Mr. Young voluntarily terminates his services with the Company.
The foregoing description of the Young Consulting Agreement is a summary, does not purport to be complete and is qualified in its entirety by reference to the Young Consulting Agreement, which is attached hereto as Exhibit 10.1 and is incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
Description | |
| 10.1 | Independent Contractor Agreement, dated September 20, 2024, between Babcock & Wilcox Enterprises, Inc. and Kenny Young. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document)] |
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.
| BABCOCK & WILCOX ENTERPRISES, INC. | ||
| September 23, 2024 | By: | /s/ Louis Salamone |
| Louis Salamone | ||
| Executive Vice President and Chief Financial Officer | ||
| (Principal Accounting Officer and Duly Authorized Representative) | ||