Flowserve Corporation filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Regulation FD Disclosure
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Election of Directors
On March 16, 2026, Flowserve Corporation (the “Company”) announced that Brian D. Savoy, Executive Vice President and Chief Financial Officer for Duke Energy Corporation (“Duke Energy”) has been elected by the Company’s Board of Directors (the “Board”) as a new member of the Board, effective March 16, 2026. Prior to Mr. Savoy’s appointment as Executive Vice President and Chief Financial Officer of Duke Energy in 2022, Mr. Savoy was the Senior Vice President and Chief Transformation and Administrative Officer of Duke Energy from 2019 to 2021 and the Senior Vice President, Business Transformation and Technology of Duke Energy from 2016 to 2019.
Mr. Savoy fills the newly created directorship resulting from the increase in the number of directors pursuant to resolutions duly adopted by the Board under the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) disclosed in Item 5.03 below. In connection with his election to the Board, Mr. Savoy has also been appointed as a member of the Audit Committee and Technology, Innovation and Risk Committee of the Board. Mr. Savoy is expected to be nominated for reelection by the Company’s shareholders at the 2026 annual meeting of shareholders. There is no agreement or understanding between Mr. Savoy and any other person pursuant to which he was selected as a director. The Company anticipates reducing the number of directors following Ken Siegel’s previously announced departure from the Board following the expiration of Mr. Siegel’s term at the conclusion of the Company’s May 2026 annual meeting.
The Board has made an affirmative determination that Mr. Savoy qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence and qualifies as independent for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Board has also made the affirmative determination that Mr. Savoy qualifies as an “audit committee financial expert” as such term is defined under Item 407(d)(5) of Regulation S-K under the Exchange Act. There have been no transactions directly or indirectly involving Mr. Savoy that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Mr. Savoy will be compensated for his service on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated April 2, 2025, under the heading “Director Compensation”.
| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On March 12, 2026, the Board approved an amendment to the Company’s By-Laws, effective March 16, 2026. Article III, Section 2 of the By-Laws, which sets forth the number of directors of the Company, was amended by the Board to increase the number of directors of the Company from ten to eleven.
The foregoing description of the amendment contained in the By-Laws is qualified in its entirety by reference to the full text of, and should be read in conjunction with, the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
| Item 7.01 | Regulation FD Disclosure. |
On March 16, 2026, the Company issued a press release announcing the election of Mr. Savoy. The press release is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Flowserve Corporation By-Laws, as amended and restated effective March 16, 2026. | |
| 99.1 | Press release, dated March 16, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). | |
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.
| FLOWSERVE CORPORATION | ||||||
| Dated: March 16, 2026 | By: | /S/ SUSAN C. HUDSON | ||||
| Susan C. Hudson | ||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||