Good morning, and welcome to the annual meeting of stockholders of Babcock & Wilcox Enterprises Incorporated. I am Kenneth Young, Chairman of the Board, and I will be serving as chairman of today's meeting. Before we begin, please note that certain statements in today's meeting may constitute forward-looking statements, which are based on our current expectations and are subject to risks and uncertainties that can cause actual results to vary materially, including those discussed under Risk Factors in our annual report on Form 10-K for 2025 filed with the SEC. Please see our latest filings with the SEC for a discussion of the risks that our business face. I would now like to call the meeting to order. Please note that the agenda and rules of conduct for the meeting are posted on the web portal for the meeting.
The agenda identifies the proposals that will be presented today for a vote of stockholders. These proposals are described in detail in the proxy statement furnished to our stockholders for today's meeting. You may vote your shares electronically during today's meeting using the voting icon on the virtual meeting platform, and the polls are now open to do so. If you have already submitted a proxy to instruct how your shares are to be voted on the proposals, your vote has been received and there is no need to vote your shares during this meeting, unless you wish to revoke your proxy and change your vote. In addition, any validated stockholder may submit a question related to the proposals in the designated field. We will post answers to the questions on the Investors page of the company's website, babcock.com.
We will only answer questions that comply with the rules of conduct. Now, let me make some other introductions. Also present today is John Dziewisz, Executive Vice President, General Counsel, and Corporate Secretary, who will be serving as Secretary of today's meeting. Other members of the board of directors who are also on the call are Homaira Akbari, Naomi Boness, Alan Howe, Philip Moeller, Rebecca Stahl and Joseph Tato.
We are also joined by Matt Flippy and Katie Spiegler, representatives of BDO U.S.A. We are also joined by Victor Latessa, a representative of Broadridge Financial Solutions, our Inspector of Election. Well, 2025 was a pivotal year for B&W, marked by meaningful transformation and accomplishments that position us for sustained growth well into the future. We improved our balance sheet, reduced our debt, and continued to build a robust pipeline of backlogs.
We delivered significant year-over-year increases in adjusted EBITDA and in our core parts and services business, demonstrating that the strategic actions we have implemented are driving measurable bottom-line results. We also made continued progress in converting identified project opportunities to bookings, and we believe these results reflect a strong global demand for our technologies and support our outlook for sustained growth. Perhaps most notably, we achieved a record backlog bolstered by our successful entry into the AI data center power generation market. Our $2.4 billion agreement with Base Electric to deliver boilers and other equipment that will supply 1.2 GW of electricity for its AI factory campuses is a pinnacle milestone for B&W.
This agreement underscores the strength of our proven technologies and uniquely positions B&W to expand further into this rapidly growing market as developers, hyperscalers, and utilities seek reliable, scalable, and readily available sources of power to meet increasing demand. Our core parts and service business has also continued strong performance as baseload and industrial generation needs continue to rise in North America and beyond.
Customers are increasingly focused on improving the efficiency and extending the life of their power generation assets, this has continued to drive additional opportunities for B&W. We have also continued progress on our BrightLoop chemical looping projects, including Massillon, Ohio, and Gillette, Wyoming. Interest and momentum are growing for our technology that converts solid and gaseous fuels to hydrogen or steam while capturing CO2 for enhanced oil or methane recovery or other beneficial uses or long-term storage.
As we celebrate our 160th year, there's an energy and excitement across B&W. We're excited about what lies ahead and as we anticipate additional bookings, continued strong financial and operational performance, and increasing value creation for our shareholders. I'll now turn the call over to Mr. Dziewisz, who will address additional preliminary matters. Mr. Dziewisz.
Mr. Chairman, I have for filing with the records of this meeting an affidavit from Broadridge Financial Solutions stating that our proxy materials, which included the notice of meeting, proxy statement, proxy card, and an annual report containing audited financial statements of the company as of and for the year ended December 31st, 2025, were first mailed or made available to stockholders of record on April 10th, 2026. I will file this affidavit and the accompanying materials with the minutes of this meeting.
A certified list of the stockholders prepared by the transfer agent as of the close of business on March 23rd, 2026, the record date for those entitled to vote at today's meeting, is available for inspection on the virtual meeting platform. The list has also been kept open for examination by any stockholder for 10 days prior to this meeting, as required by law and the company's bylaws.
Thanks, Mr. Dziewisz. Well, as chairman of this meeting, I appoint Mr. Victor Latessa, a representative of Broadridge Financial Solutions, as our Inspector of Election this year. Mr. Latessa has taken the oath of office. Mr. Latessa, can you now report on the quorum?
Mr. Chairman, at the close of business on March 23rd, 2026, the company had outstanding 135,741,811 shares of the company's common stock, each of which entitles the holder thereof to one vote on each matter presented. There are in excess of 103,107,471 shares of common stock of the company represented at this meeting in person or by proxy. This represents approximately 75% of the outstanding shares entitled to vote at this meeting.
Thank you, Mr. Latessa. Well, based on the report of the Inspector of Election, I declare that a quorum is present. As set forth in the proxy statement for this meeting, there are seven proposals to be voted on at this meeting. As a reminder, the polls are open for voting. Mr. Dziewisz will briefly introduce the proposals. Mr. Dziewisz?
Mr. Chairman, as shown in the notice of this meeting, the items of business upon which a vote of stockholders will be taken today are the following. The first proposal is the approval of amendments to the company's restated certificate of incorporation to declassify the board of directors and provide for annual elections of all directors beginning at the 2028 annual meeting of shareholders. Next is the election of each of Alan B. Howe and Rebecca L. Stahl as directors of the company. If Proposal 1 is approved, these individuals, if elected, will serve as Class I directors for a term of two years, as outlined in Proposal 2. If Proposal one is not approved, these individuals, if elected, will serve as Class II directors for a term of three years, as outlined in Proposal 3.
Proposal 4 is approval of amendments to the company's Restated 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 the company's bylaws. Proposal 5 is to ratify the appointment of BDO USA as the company's independent registered public accounting firm for fiscal year 2026. Proposal 7 is approval on a non-binding advisory basis of the compensation of the company's named executive officers, as presented in the proxy statement for the meeting. Proposal 7 is approval of an amendment to the company's 2021 Long-Term Incentive Plan.
Thanks, John. Well, if anyone wishes to vote who has not already done so, please do so now using the link on the virtual meeting platform. Polls will remain open for the next 60 seconds, and during this time, there will be silence. I now declare the polls to be closed with respect to voting on each of the foregoing proposals. I will now ask the Inspector of Election to give a report on the preliminary results of the vote on each proposal. Please note that any votes that were properly submitted before the closing of the polls but are not reflected in the preliminary report will be reflected in the final report of the Inspector of Election and in the company's report on Form 8-K that will be filed within four business days of today's date.
Mr. Chairman, as Inspector of Election, I report as follows: Regarding Proposal 1, the approval of amendments to the company's restated certificate of incorporation to declassify the board of directors and provide for annual elections of all directors beginning at the 2028 annual meeting of stockholders. At least 85,687,295 shares of common stock. Approximately 63% of all shares outstanding and entitled to vote were voted in favor of the proposal. Regarding Proposal 2, the election of directors to serve as Class 1 in the event that Proposal 1 is approved, at least 66,607,135 votes, or approximately 76% of all votes cast on the matter, were cast in favor of each of the nominees listed in the proxy statement for this meeting. No votes were received for anyone other than the nominees.
Regarding Proposal 3, the election of directors to serve as Class 2 in the event that Proposal 1 is not approved, at least 66,181,498 votes, or approximately 76% of all votes cast on the matter, were cast in favor of each of the nominees listed in the proxy statement for this meeting. No votes were received for anyone other than the nominees. Regarding Proposal 4, the approval of 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 the Certificate of Incorporation and bylaws, at least 84,984,584 shares of common stock, or approximately 62% of all shares outstanding and entitled to vote, were voted in favor of the proposal.
Regarding Proposal 5, the appointment of BDO U.S.A, at least 102,233,839 votes, or approximately 99% of all votes cast on the matter, were voted in favor of the proposal. Regarding Proposal 6, the advisory vote on named executive officer compensation, at least 77,165,838 votes, or approximately 88% of all votes of common stock present in person or represented by proxy and entitled to vote on the matter, were voted in favor of the proposal. Regarding Proposal 7, the approval of the amendment and restatement of the company's 2021 long-term incentive plan, at least 75,348,044 votes, or approximately 86% of all votes of common stock present in person or represented by proxy and entitled to vote on the matter, were voted in favor of the proposal.
Thanks, Mr. Latessa. The company accepts the preliminary results reported by the Inspector of Election. The Secretary will file the inspector's final report with the records of this annual meeting. Based on these preliminary results, and subject to receipt of the inspector's final report, Proposal 1 was not approved, and Alan Howe and Rebecca Stahl have each been elected for a three-year term expiring at the 2029 annual meeting of stockholders.
Also based on these preliminary results, and subject to receipt of the inspector's final report, Proposal 4, the proposal to amend the company's Certificate of Incorporation and bylaws to remove certain 80% voting requirements, has not been approved. Finally, the proposals, I, to ratify the appointment of BDO U.S.A as the company's independent registered public accounting firm. Two, to approve, on a non-binding basis, the compensation of the company's named executive officers.
Three, amendment to the company's 2021 long-term incentive plan, have been approved. There being no other matters to properly come before this meeting, I now declare the meeting formally adjourned and all matters before it are closed. Thank you for participating in the Babcock & Wilcox Enterprises, Inc. 2026 Annual Meeting of Stockholders.