45 unchanged sentences
OTHER INFORMATION
+Added: Rule 10b5-1 Trading Arrangements
+Added: During the year ended December 31, 2023, no director or officer of the Company adopted or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.
DISCLOSURE REGARDING FOREIGN JURISDICTIONS THAT PREVENT INSPECTIONS
1 unchanged sentence
The information required by this item with respect to directors and executive officers is incorporated by reference to the material appearing under the headings "Election of Directors" and "Named Executive Profiles" in the Proxy Statement for our 2024 Annual Meeting of Stockholders.
−Removed: The information required by this item with respect to our Code of Business Conduct and compliance with section 16(a) of the Securities and Exchange Act of 1934, as amended, is incorporated by reference to the material appearing under the headings "Code of Business Conduct" and "Section 16(a) Beneficial Ownership Compliance" in the Proxy Statement for our 2023 Annual Meeting of Stockholders.
−Removed: The information required by this item with respect to the audit committee financial experts is incorporated by reference to the material appearing in "Director Independence" and "Audit and Finance Committee" under the heading "Corporate Governance – Board of Directors and Its Committees" in the Proxy Statement for our 2023 Annual Meeting of Stockholders.
+Added: The information required by this item with respect to our Code of Business Conduct and delinquent Section 16(a) reports, if any, is incorporated by reference to the material appearing under the headings "Code of Business Conduct" and "Delinquent Section 16(a) Reports" (if applicable) in the Proxy Statement for our 2024 Annual Meeting of Stockholders.
+Added: The information required by this item with respect to the audit committee financial experts is incorporated by reference to the material under the heading "Corporate Governance – Board Meetings and Committees" in the Proxy Statement for our 2024 Annual Meeting of Stockholders.
EXECUTIVE COMPENSATION
−Removed: The information required by this item is incorporated by reference to the material appearing under the headings "Compensation Discussion and Analysis," "Compensation of Directors," "Compensation of Executive Officers," "Compensation Committee Interlocks and Insider Participation" section under the heading "Corporate Governance – Board of Directors and Its Committees," and "Compensation Committee Report" in the Proxy Statement for our 2023 Annual Meeting of Stockholders.
+Added: The information required by this item is incorporated by reference to the material appearing under the headings "Compensation Discussion and Analysis," "Compensation of Directors," "Compensation of Executive Officers," "Compensation Committee Interlocks and Insider Participation" section under the heading "Corporate Governance – Board Meetings and Committees," and "Compensation Committee Report" in the Proxy Statement for our 2024 Annual Meeting of Stockholders.
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
19 unchanged sentences
3.1 Restated Certificate of Incorporation of the Company, dated May 14, 2019 (incorporated by reference to Exhibit 3.2 to the Company's Current Report on Form 8-K filed with the SEC on May 17, 2019 (File No.
−Removed: 3.2 Amended and Restated Bylaws, dated November 1, 2019 (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2019 (File No.
+Added: 3.2 Amended and Restated Bylaws, effective August 2, 2023 (incorporated by reference to Exhibit 3.3 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2023 (File No.
4.1 Description of the Company's Securities Registered under Section 12 of the Securities Exchange Act of 1934 (incorporated by reference to Exhibit 4.4 to the Company's Annual Report on Form 10-K filed with the SEC on February 24, 2020 (File No.
20 unchanged sentences
as amended and restated July 1, 2015 (incorporated by reference to Exhibit 10.12 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.
−Removed: 10.7* BWX Technologies, Inc.
−Removed: Defined Contribution Restoration Plan as amended and restated effective July 1, 2015 (incorporated by reference to Exhibit 10.13 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.
10.7* Form of Change In Control Agreement between the Company and selected officers (other than Mr.
1 unchanged sentence
10.8* Form of Amendment to Change in Control Agreement, dated July 1, 2016, between the Company and certain officers (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2016 (File No.
−Removed: 10.10* Form of Change In Control Agreement between the Company and Mr.
+Added: 10.9* Form of Change i n Control Agreement between the Company and Mr.
Geveden dated October 26, 2015 (incorporated by reference to Exhibit 10.7 to the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015 (File No.
12 unchanged sentences
10.20* Form of Director and Officer Indemnification Agreement entered into between the Company and each of its directors and selected officers effective July 1, 2015 (incorporated by reference to Exhibit 10.15 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2015 (File No.
−Removed: Number Description
10.21 Joinder Agreement, dated as of May 24, 2019, between BWXT Advanced Technologies LLC and Wells Fargo Bank, N.A., as Administrative Agent (incorporated by reference to Exhibit 10.1 to the Company's Quarterly Report on Form 10-Q for the quarter ended June 30, 2019 (File No.
+Added: Number Description
10.22 Joinder Agreement, dated as of February 13, 2020, between Laker Energy Products Ltd.
9 unchanged sentences
10.26* Transition Agreement, dated November 4, 2021, between David S.
−Removed: Black and the Company (incorporated by refer ence to Exhibit 10.29 to the Company's Annual Report of Form 10 -K for the year en ded December 31, 202 1 (File No.
+Added: Black and the Company (incorporated by reference to Exhibit 10.29 to the Company's Annual Report o n Form 10-K for the year ended December 31, 2021 (File No.
10.27* Non-Competition and Non-Solicitation Agreement, dated July 15, 2022, between Joel W.
−Removed: Duling and the Company (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report of Form 10-Q for the quarter ended September 30, 2022 (File No.
+Added: Duling and the Company (incorporated by reference to Exhibit 10.2 to the Company's Quarterly Report o n Form 10-Q for the quarter ended September 30, 2022 (File No.
10.28* Transition Agreement, dated August 19, 2022, between Richard W.
−Removed: Loving and the Company (incorporated by reference to Exhibit 10.
−Removed: 3 to the Company's Quarterly Report of Form 10-Q for the quarter ended September 30, 2022 (File No.
+Added: Loving and the Company (incorporated by reference to Exhibit 10.3 to the Company's Quarterly Report o n Form 10-Q for the quarter ended September 30, 2022 (File No.
10.29* Transition Agreement, dated December 29, 2022, between Thomas E.
−Removed: McCabe and the Company.
+Added: McCabe and the Company (incorporated by reference to Exhibit 10.30 to the Company's Annual Report on Form 10-K for the year ended December 31, 2022 (File No.
+Added: 10.30* Form of 2023 Stock Option Grant Agreement for Employees (incorporated by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.
+Added: 10.31* Form of 2023 Performance Restricted Stock Units Grant Agreement for Employees (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.
+Added: 10.32* Form of 2023 Restricted Stock Units Grant Agreement for Employees (incorporated by reference to Exhibit 10.3 to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2023 (File No.
+Added: 10.33* First Amendment to the Supplemental Executive Retirement Plan
+Added: 10.34* BWXT Excess Retirement Savings Plan ( As Amended and Restated Effective January 1, 2024 )
21.1 Subsidiaries of the Registrant.
4 unchanged sentences
32.2 Section 1350 certification of Chief Financial Officer.
−Removed: 101.INS XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
−Removed: 101.SCH XBRL Taxonomy Extension Schema Document
−Removed: 101.CAL XBRL Taxonomy Extension Calculation Linkbase Document
−Removed: 101.LAB XBRL Taxonomy Extension Label Linkbase Document
−Removed: 101.PRE XBRL Taxonomy Extension Presentation Linkbase Document
−Removed: 101.DEF XBRL Taxonomy Extension Definition Linkbase Document
+Added: 97.1 BWX Technologies, Inc.
+Added: Clawback Policy
+Added: 101.INS Inline XBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.
+Added: 101.SCH Inline XBRL Taxonomy Extension Schema Document
+Added: 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document
+Added: 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document
+Added: Number Description
+Added: 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document
+Added: 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)
25 unchanged sentences
Niland Director
+Added: /s/ Nicole W.
+Added: Piasecki Director
Richardson Director
1 unchanged sentence
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.