Bylaw Amendment · Shareholder Vote

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 20, 2020   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 2300 , 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 1.25% Senior Notes due 2022   FLS22A   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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. As described in Item 5.07 below, on May 22, 2020, at the 2020 Annual Meeting of Shareholders (the “Annual Meeting”) of Flowserve Corporation (the “Company”), upon recommendation of the Company’s Board of Directors (the “Board”), the shareholders of the Company approved a Board proposal to amend the Company’s Restated Certificate of Incorporation (the “Certificate”) to allow shareholder action by less than unanimous written consent (the “Certificate Amendment”). In connection therewith, the Board also approved a restatement of the Certificate (the “Restated Certificate”) to incorporate the Certificate Amendment. The Restated Certificate was filed with the Secretary of State of the State of New York on May 26, 2020 and was effective as of such date. The Board also approved amendments to the Company’s By-Laws (the “By-Laws”), effective May 22, 2020 upon the approval of the Certificate Amendment by the shareholders, which amend Article II, Sections 6 and add a new Article II, Section 10 to effect the changes necessary to allow shareholder action by less than unanimous written consent. Additionally, as a result of the retirement of Rick J. Mills as a director of the Company and Joe E. Harlan’s decision not to stand for re-election at the Annual Meeting, the amendments to the By-Laws approved by the Board also amend Article III, Section 2 of the By-Laws to decrease the number of directors of the Company from eleven to nine. The foregoing description of the Restated Certificate and the amendments to the By-Laws is qualified in its entirety by reference to the full text of, and should be read in conjunction with, the Restated Certificate and By-Laws, copies of which are filed herewith as Exhibits 3.1 and 3.2, respectively, and incorporated herein by reference. Item 5.07 Submission of Matters to a Vote of Security Holders. On May 22, 2020, the Company held the Annual Meeting. The number of shares present at the Annual Meeting was 120,727,347, representing 92.8% of the 130,112,671 shares issued and outstanding that were entitled to vote on March 27, 2020, 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 . Each of the director nominees was duly elected at the Annual Meeting for annual terms expiring in 2021 pursuant to the following votes: Nominee   Votes FOR     Votes AGAINST     Votes ABSTAINED     Broker Non-Votes   R. Scott Rowe     115,286,034       640,682       69,398       4,731,233                                     Sujeet Chand     115,166,335       651,354       178,425       4,731,233                                     Ruby R. Chandy     115,038,121       825,331       132,662       4,731,233                                     Gayla J. Delly     113,437,336       2,424,205       134,573       4,731,233                                     Roger L. Fix     113,658,469       2,206,479       131,166       4,731,233                                     John R. Friedery     111,726,886       4,138,687       130,541       4,731,233                                     John L. Garrison     114,888,603       976,962       130,549       4,731,233                                     Michael C. McMurray     115,249,343       570,904       175,867       4,731,233                                     David E. Roberts     114,406,762       1,412,663       176,689       4,731,233                                     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:     110,484,458   Votes AGAINST:     5,366,327   Votes ABSTAINED:     145,329   Broker Non-Votes:     4,731,233   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 2020 was ratified pursuant to the following votes: Votes FOR:     116,652,001   Votes AGAINST:     4,016,096   Votes ABSTAINED:     59,250   Broker Non-Votes:     N/A   4.     Approval of an Amendment to the Certificate of Incorporation of Flowserve Corporation. The Certificate Amendment to permit shareholder action by less than unanimous written consent was approved pursuant to the following votes: Votes FOR:     114,795,980   Votes AGAINST:     1,129,229   Votes ABSTAINED:     70,905   Broker Non-Votes:          4,731,233   5.     Shareholder Proposal – Advisory Vote for Amendments to Organizational Documents. The shareholder proposal requesting that the Board take action to permit an advisory vote of the shareholders for amendments to the Company’s organizational documents was rejected pursuant to the following votes: Votes FOR:     787,379   Votes AGAINST:     114,674,072   Votes ABSTAINED:     534,663   Broker Non-Votes:     4,731,233   Item 8.01 Other Events. On May 20, 2020, the Board approved a reduction to the equity compensation component of director compensation to be granted to each of our non-employee directors elected at the Annual Meeting. The Company’s existing director compensation policy, as disclosed in our 2020 Proxy Statement filed with the Securities and Exchange Commission on April 9, 2020, targets an annual equity compensation grant equal to $125,000 on the date of grant. However, due to the negative impact that the ongoing COVID-19 pandemic has had on the price of the Company’s Common Stock (“Common Stock”), that would result in a substantially higher number of shares being issued to the Company’s non-employee directors than were granted to the Company’s management in connection with their annual equity incentive awards pursuant to the Company’s 2020 Long-Term Incentive Plan on February 20, 2020. Accordingly, the Board elected to reduce the annual equity compensation grant to 2,628 shares, which approximately reflects the number of shares that our non-employee directors would have received if their annual equity compensation grant also had been awarded using $47.56 (the price at which the annual equity incentive awards were granted to the Company’s management on February 20, 2020). Based on the closing price of the Company’s Common Stock on the date of grant, the aggregate value of the equity compensation granted to each of our non-employee directors that were re-elected at the Annual Meeting is approximately $66,225. Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit No.     Description             3.1     Restated Certificate of Incorporation of Flowserve Corporation, as amended and restated effective May 26, 2020.             3.2     Flowserve Corporation By-Laws, as amended and restated effective May 22, 2020.             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 26, 2020     By:   /s/ Lanesha T. Minnix       Lanesha T. Minnix       Senior Vice President, Chief Legal Officer       and Corporate Secretary