EX-3.1 3 tm2121033d2_ex3-1.htm EXHIBIT 3.1

Exhibit 3.1

 

CERTIFICATE OF INCREASE

OF

THE NUMBER OF SHARES OF

7.75% SERIES A CUMULATIVE PERPETUAL PREFERRED STOCK

OF

BABCOCK & WILCOX ENTERPRISES, INC.

 

Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware

 

Babcock & Wilcox Enterprises, Inc., a Delaware corporation (the “Corporation”), does hereby certify:

 

FIRST: In a Certificate of Designation filed with the Secretary of State of the State of Delaware on May 6, 2021, the Corporation was authorized to issue 4,600,000 shares of 7.75% Series A Cumulative Perpetual Preferred Stock (the “Series A Preferred Stock”) as a series of the Corporation’s preferred stock, par value $0.01 per share and $25.00 liquidation preference per share.

 

SECOND: In a Certificate of Increase filed with the Secretary of State of the State of Delaware on June 1, 2021, the Corporation increased the authorized number of shares of the Series A Preferred Stock from 4,600,000 shares to 7,516,880 shares.

 

THIRD: In accordance with the resolutions of the Board of Directors of the Corporation (the “Board of Directors”) adopted at a meeting duly called and held on June 24, 2021, the Pricing Committee of the Board of Directors in an action dated June 24, 2021, duly authorized and directed that the number of shares of the Series A Preferred Stock be increased from 7,516,880 shares to 10,401,580 shares.

 

In witness whereof, this Certificate of Increase is executed on behalf of the Corporation by its Chairman and Chief Executive Officer this 7th day of July, 2021.

 

  BABCOCK & WILCOX ENTERPRISES, INC.
   
  By: /s/ Kenneth M. Young
    Name: Kenneth M. Young
    Title: Chairman and Chief Executive Officer