Flowserve Corporation filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders

 

 

UNITED 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:

1. Election of Directors. The director nominees listed below were duly elected at the 2024 Annual Meeting for annual terms expiring in 2025 pursuant to the following votes:

 

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

2. Advisory Vote on Executive Compensation. The proposal for approval, on an advisory basis, of the compensation of the Company’s named executive officers was approved pursuant to the following votes:

 

Votes FOR:			108,269,975
Votes AGAINST:			6,123,206
Votes ABSTAINED:			520,188
Broker Non-Votes:			5,421,268

3. Ratification of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2024 was ratified pursuant to the following votes:

 

Votes FOR:			116,241,908
Votes AGAINST:			4,003,711
Votes ABSTAINED:			89,018
Broker Non-Votes:			N/A

4. Approval of Company’s Employee Stock Purchase Plan. The proposal for approval of the Company’s 2024 ESPP was approved pursuant to the following votes:

 

Votes FOR:			114,707,050
Votes AGAINST:			153,187
Votes ABSTAINED:			53,132
Broker Non-Votes:			5,421,268

5. Shareholder Proposal – Requesting Report on the Company’s Political Spending and Policies and Procedures Regarding Political Spending. The shareholder proposal requesting a report on the Company’s political spending and policies and procedures regarding political spending, did not pass, pursuant to the following votes:

 

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.

 

				FLOWSERVE CORPORATION
Dated: May 16, 2024				By:		/s/ Susan C. Hudson
						Susan C. Hudson
						Senior Vice President, Chief Legal Officer and Corporate Secretary