Regulatory Filings • May 16, 2024
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Download Source FileUNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 16, 2024
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| New York | 1-13179 | 31-0267900 |
|---|---|---|
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
| 5215 N. O’Connor Blvd. , Suite 700 , Irving , Texas | 75039 | |
| (Address of Principal Executive Offices) | (Zip Code) |
(972) 443-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|---|---|---|
| Common Stock, $1.25 Par Value | FLS | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ( see General Instruction A.2 below):
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As described under Item 5.07 below, on May 16, 2024, shareholders of Flowserve Corporation (the “ Company ”) approved the Company’s 2024 Employee Stock Purchase Plan (the “ 2024 ESPP ”). A total of 4,000,000 shares of common stock may be purchased or otherwise issued under the 2024 ESPP. A summary of the 2024 ESPP is contained in the Company’s definitive proxy statement relating to the 2024 Annual Meeting of Shareholders (the “ 2024 Annual Meeting ”), as filed with the U.S. Securities and Exchange Commission on April 2, 2024, under the heading “Proposal Four: Approval of Employee Stock Purchase Plan.”
The foregoing description of the 2024 ESPP does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 ESPP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 16, 2024, the Company held its virtual 2024 Annual Meeting. The number of shares present at the 2024 Annual Meeting was 120,334,637, representing 91.3% of the 131,740,713 shares issued and outstanding that were entitled to vote on March 18, 2024, the record date for the 2024 Annual Meeting.
Five items of business were submitted to shareholders at the 2024 Annual Meeting. The voting results for each proposal are set forth below:
| Nominee | For | Against | Abstained | Broker Non-Votes |
|---|---|---|---|---|
| R. Scott Rowe | 114,369,226 | 453,406 | 90,737 | 5,421,268 |
| Sujeet Chand | 114,418,338 | 405,146 | 89,885 | 5,421,268 |
| Ruby R. Chandy | 114,061,351 | 762,713 | 89,305 | 5,421,268 |
| Gayla J. Delly | 111,492,157 | 3,331,819 | 89,393 | 5,421,268 |
| John L. Garrison | 113,781,950 | 1,040,997 | 90,422 | 5,421,268 |
| Cheryl H. Johnson | 114,499,859 | 324,414 | 89,096 | 5,421,268 |
| Michael C. McMurray | 114,192,541 | 630,759 | 90,069 | 5,421,268 |
| Thomas B. Okray | 113,858,564 | 964,715 | 90,090 | 5,421,268 |
| David E. Roberts | 113,697,283 | 1,124,988 | 91,098 | 5,421,268 |
| Kenneth I. Siegel | 112,049,551 | 2,699,975 | 163,843 | 5,421,268 |
| Carlyn R. Taylor | 114,057,363 | 766,985 | 89,021 | 5,421,268 |
| Votes FOR: | 108,269,975 |
|---|---|
| Votes AGAINST: | 6,123,206 |
| Votes ABSTAINED: | 520,188 |
| Broker Non-Votes: | 5,421,268 |
| Votes FOR: | 116,241,908 |
|---|---|
| Votes AGAINST: | 4,003,711 |
| Votes ABSTAINED: | 89,018 |
| Broker Non-Votes: | N/A |
| Votes FOR: | 114,707,050 |
|---|---|
| Votes AGAINST: | 153,187 |
| Votes ABSTAINED: | 53,132 |
| Broker Non-Votes: | 5,421,268 |
| Votes FOR: | 29,359,359 |
|---|---|
| Votes AGAINST: | 82,483,066 |
| Votes ABSTAINED: | 3,070,944 |
| Broker Non-Votes: | 5,421,268 |
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description |
|---|---|
| 10.1 | Flowserve Corporation’s Employee Stock Purchase Plan. |
| 104 | The cover page from Flowserve Corporation’s Current Report on Form 8-K, formatted in Inline XBRL. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| /s/ Susan C. Hudson |
|---|
| Susan C. Hudson |
| Senior Vice President, Chief Legal Officer and Corporate Secretary |
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