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8-KThe WireRoutine

Bylaw Amendment · Shareholder Vote

Filed May 15, 2026 · 1mo ago · Accession 0001193125-26-225435

Plain English

Material event — a significant development the company must disclose promptly.

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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 14, 2026     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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. Flowserve Corporation’s (the “Company”) Board of Directors (the “Board”) approved an amendment to the Company’s By-Laws, effective May 14, 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 decrease the number of directors of the Company from eleven to nine. 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 5.07 Submission of Matters to a Vote of Security Holders. On May 14, 2026, the Company held its virtual 2026 Annual Meeting. The number of shares present at the 2026 Annual Meeting was 116,322,393, representing 91.02% of the 127,795,413 shares issued and outstanding that were entitled to vote on March 17, 2026, the record date for the 2026 Annual Meeting. Four items of business were submitted to shareholders at the 2026 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 2026 Annual Meeting for annual terms expiring in 2027 pursuant to the following votes:   Nominee    For      Against      Abstained      Broker Non-Votes   R. Scott Rowe      107,707,019        2,917,532        39,074        5,658,768   Sujeet Chand      107,733,881        2,856,280        73,464        5,658,768   Ruby R. Chandy      109,192,337        1,378,047        93,241        5,658,768   John L. Garrison      107,380,080        3,210,528        73,017        5,658,768   Cheryl H. Johnson      106,176,589        4,411,878        75,158        5,658,768   Michael C. McMurray      106,051,394        4,537,568        74,663        5,658,768   Thomas B. Okray      103,382,772        7,204,767        76,086        5,658,768   Brian D. Savoy      107,804,903        2,785,296        73,426        5,658,768   Ross B. Shuster      107,334,765        3,253,158        75,702        5,658,768   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:      103,981,326   Votes AGAINST:      6,568,078   Votes ABSTAINED:      114,221   Broker Non-Votes:      5,658,768   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 2026 was ratified pursuant to the following votes:   Votes FOR:      107,511,502   Votes AGAINST:      8,772,962   Votes ABSTAINED:      37,929   Broker Non-Votes:      N/A   4.   Shareholder Proposal – Requesting an Annual Advisory Shareholder Vote Regarding the Company’s Stock Repurchases. The shareholder proposal requesting that the Company conduct an annual advisory shareholder vote regarding the Company’s stock repurchases, did not pass, pursuant to the following votes:   Votes FOR:      4,009,237   Votes AGAINST:      105,292,037   Votes ABSTAINED:      1,362,351   Broker Non-Votes:      5,658,768     Item 9.01 Financial Statements and Exhibits. (d) Exhibits.   Exhibit No.    Description 3.1    Flowserve Corporation By-Laws, as amended and restated effective May 14, 2026 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 15, 2026     By:   /s/ Susan C. Hudson       Susan C. Hudson       Senior Vice President, Chief Legal Officer and Corporate Secretary
Filing details
Ticker
FLS
CIK
30625
Form type
8-K
Filing date
May 15, 2026
Report date
May 14, 2026
Document
d105348d8k.htm
Size
311 KB