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BWC > SEC Filings for BWC > Form 8-K on 12-Mar-2014All Recent SEC Filings

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Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry Into a Material Definitive Agreement.

On March 12, 2014, The Babcock & Wilcox Company (the "Company") entered into a Cooperation Agreement with one of its shareholders, Starboard Value LP and certain of its affiliates (collectively, "Starboard"). Under the terms of the Cooperation Agreement, the Company agreed, among other things, to nominate Robert L. Nardelli, E. James Ferland and Brian K. Ferraioli to stand for election to the class of directors to be elected at the Company's 2014 annual meeting of shareholders, and Starboard agreed to vote Company common shares beneficially owned by it for election of those nominees and as recommended by the Company's board (unless Institutional Shareholder Services Inc. recommends otherwise) as to other matters to be voted upon by shareholders.

The description of the Cooperation Agreement is qualified by reference to the full text of the Cooperation Agreement, which is attached as Exhibit 10.1 and is incorporated by reference.

On March 12, 2014, the Company issued a press release announcing the execution of the Cooperation Agreement. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

  No.                                     Description

10.1         Cooperation Agreement among the Company and Starboard Value LP, and
             certain of its affiliates, dated March 12, 2014

99.1         Press Release dated March 12, 2014

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