UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No.     )

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¨   Preliminary Proxy Statement
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¨   Definitive Proxy Statement
x   Definitive Additional Materials
¨   Soliciting Material Pursuant to §240.14a-12

BABCOCK & WILCOX ENTERPRISES, INC.

(Name of registrant as specified in its charter)

(Name of person(s) filing proxy statement, if other than the registrant)

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*** Exercise Your Right to Vote ***

Important Notice Regarding the Availability of Proxy Materials for the

Stockholder Meeting to Be Held on May 6, 2016.

 

BABCOCK & WILCOX ENTERPRISES, INC.  

 

Meeting Information

 

    

Meeting Type:

 

 

  Annual Meeting

 

     For holders as of:     March 11, 2016
    

 

Date: May 6, 2016

 

 

 

   Time: 9:30 AM Eastern Time

 

LOGO   Location:   The Ballantyne Hotel
 

   The Carolina Room

 

   10000 Ballantyne Commons Parkway

   Charlotte, North Carolina 28277

 

BABCOCK & WILCOX ENTERPRISES, INC.

13024 BALLANTYNE CORPORATE PLACE, SUITE 700

CHARLOTTE, NORTH CAROLINA 28277

 

 

You are receiving this communication because you hold shares in the company named above.

 

This is not a ballot. You cannot use this notice to vote these shares. This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. You may view the proxy materials online at www.proxyvote.com or easily request a paper copy (see reverse side).

 

We encourage you to access and review all of the important information contained in the proxy materials before voting.

 

    

See the reverse side of this notice to obtain proxy materials and voting instructions.

 

E01671-P75101

     

 

  Before You Vote  

      
        

How to Access the Proxy Materials

 

 

Proxy Materials Available to VIEW or RECEIVE:

   

 

NOTICE AND PROXY STATEMENT    ANNUAL REPORT

 

How to View Online:

 

Have the information that is printed in the box marked by the arrow LOGO (located on the following page) and visit: www.proxyvote.com.

 

How to Request and Receive a PAPER or E-MAIL Copy:

 

If you want to receive a paper or e-mail copy of these documents, you must request one. There is NO charge for requesting a copy. Please choose one of the following methods to make your request:

 

                                 1) BY INTERNET :         www.proxyvote.com

                                 2) BY TELEPHONE :     1-800-579-1639

                                 3) BY E-MAIL* :               sendmaterial@proxyvote.com

 

*  If requesting materials by e-mail, please send a blank e-mail with the information that is printed in the box marked by the arrow LOGO (located on the following page) in the subject line.

 

Requests, instructions and other inquiries sent to this e-mail address will NOT be forwarded to your investment advisor. Please make the request as instructed above on or before April 24, 2016 to facilitate timely delivery.

 

   

 

   

 

 

  How To Vote  

    
            
        

Please Choose One of the Following Voting Methods

 

 

Vote In Person: Many stockholder meetings have attendance requirements including, but not limited to, the possession of an attendance ticket issued by the entity holding the meeting. Please check the meeting materials for any special requirements for meeting attendance. At the meeting, you will need to request a ballot to vote these shares.

 

Vote By Internet: To vote now by Internet, go to www.proxyvote.com. Have the information that is printed in the box marked by the arrow LOGO (located on the following page) available and follow the instructions.

 

Vote By Mail: You can vote by mail by requesting a paper copy of the materials, which will include a proxy card.

 

    

E01672-P75101

Voting Items   

 

The Board of Directors recommends you vote FOR the nominees listed:

  

 

1.     Election of Directors

  

 

         Nominees:

  

        01)  Cynthia S. Dubin (Class I)

  

        02)  Brian K. Ferraioli (Class I)

  
The Board of Directors recommends you vote FOR proposals 2 and 3.

2.      Ratification of Appointment of Deloitte & Touche LLP as Independent Registered Public Accounting Firm for the year ending December 31, 2016.

3.      Advisory vote on executive compensation.

The Board of Directors recommends you vote FOR 1 year.

4.      Advisory vote on the frequency of the vote on executive compensation.

The Board of Directors recommends you vote FOR proposals 5 and 6.

5.      Approval of the Amended and Restated 2015 Long-Term Incentive Plan.

6.      Approval of the Executive Incentive Compensation Plan.

E01673-P75101

 

 

 

E01674-P75101

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