Flowserve Corp 8-K, filed May 30, 2023
Flowserve Corp (FLS)
About this 8-K
Flowserve Corp filed this 8-K on May 30, 2023, reporting on events of May 25, 2023.
Items reported
- Item 5.07: Shareholder vote results
- Item 9.01: Financial statements and exhibits
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| (Address of Principal Executive Offices) | (Zip Code) |
(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 | ||
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 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 25, 2023, the Company held its virtual 2023 Annual Meeting of Shareholders. The number of shares present at the Annual Meeting was 121,541,938, representing 92.67% of the 131,147,426 shares issued and outstanding that were entitled to vote on March 28, 2023, the record date for the Annual Meeting.
Five items of business were submitted to shareholders at the 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 Annual Meeting for annual terms expiring in 2024 pursuant to the following votes:
| Nominee | For | Against | Abstained | Broker Non-Votes | ||||
| R. Scott Rowe |
117,070,971 | 699,325 | 33,966 | 3,737,676 | ||||
|
|
|
|
| |||||
| Sujeet Chand |
117,294,370 | 476,553 | 33,339 | 3,737,676 | ||||
|
|
|
|
| |||||
| Ruby R. Chandy |
114,553,793 | 3,216,943 | 33,526 | 3,737,676 | ||||
|
|
|
|
| |||||
| Gayla J. Delly |
103,745,697 | 13,975,315 | 83,250 | 3,737,676 | ||||
|
|
|
|
| |||||
| John R. Friedery |
112,685,222 | 5,084,146 | 34,894 | 3,737,676 | ||||
|
|
|
|
| |||||
| John L. Garrison |
113,459,398 | 4,310,765 | 34,099 | 3,737,676 | ||||
|
|
|
|
| |||||
| Michael C. McMurray |
116,468,047 | 1,302,533 | 33,682 | 3,737,676 | ||||
|
|
|
|
| |||||
| Thomas B. Okray |
117,570,014 | 199,819 | 34,429 | 3,737,676 | ||||
|
|
|
|
| |||||
| David E. Roberts |
116,334,820 | 1,435,630 | 33,812 | 3,737,676 | ||||
|
|
|
|
| |||||
| Kenneth I. Siegel |
116,858,911 | 862,241 | 83,110 | 3,737,676 | ||||
|
|
|
|
| |||||
| Carlyn R. Taylor |
117,202,626 | 568,784 | 32,852 | 3,737,676 | ||||
|
|
|
|
|
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: |
109,857,939 | |
| Votes AGAINST: |
7,871,254 | |
| Votes ABSTAINED: |
75,069 | |
| Broker Non-Votes: |
3,737,676 |
3. Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The proposal for approval, on an advisory basis, of the frequency of future advisory votes on the compensation of the Company’s named executive officers was approved pursuant to the following votes:
| Votes for 1 YEAR: |
115,418,055 | |
| Votes for 2 YEARS: |
153,979 | |
| Votes for 3 YEARS: |
2,188,757 | |
| Votes ABSTAINED: |
43,471 | |
| Broker Non-Votes: |
3,737,676 |
4. Ratification of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent registered public accounting firm for 2023 was ratified pursuant to the following votes:
| Votes FOR: |
116,608,585 | |
| Votes AGAINST: |
4,890,577 | |
| Votes ABSTAINED: |
42,776 | |
| Broker Non-Votes: |
N/A |
5. Shareholder Proposal – Eliminate Ownership Requirements to Call a Special Meeting. The shareholder proposal requesting that the Board of Directors take the steps necessary to amend the Company’s organizational documents to give any holders of a combined 25% of outstanding common stock, regardless of the length of stock ownership, the power to call a special shareholder meeting, did not pass, pursuant to the following votes:
| Votes FOR: |
22,978,610 | |
| Votes AGAINST: |
94,723,844 | |
| Votes ABSTAINED: |
101,808 | |
| Broker Non-Votes: |
3,737,676 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. | Description | |
| 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 30, 2023 | By: | /s/ Susan C. Hudson | ||||
| Susan C. Hudson | ||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||