8-K

 

 

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 24, 2018

 

 

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)

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:

 

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.

Flowserve Corporation, a New York corporation (the “Company”), previously disclosed in its Quarterly Report on Form 10-Q for the period ended March 31, 2018 that Kim L. Jackson, President of Engineered Product Operations, notified the Company during the first quarter of 2018 that he will retire from his role at the Company during 2018. Mr. Jackson will continue to serve in his current capacities through his retirement date on June 30, 2018. Mr. Jackson’s retirement is not due to a disagreement with the Company.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 24, 2018, the Company held its 2018 Annual Meeting of Shareholders (the “Meeting”). The number of shares present at the Meeting was 121,785,096 representing 93.09% of the 130,181,561 shares issued and outstanding that were entitled to vote on March 29, 2018, the record date for the Meeting.

Five items of business were submitted to shareholders at the 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 Meeting for annual terms expiring in 2019 pursuant to the following votes:

 

Nominee  

Votes For

 

Votes Against

 

Votes Abstained

 

Broker Non-Votes

R. Scott Rowe

  115,168,251      532,954     22,588   6,061,303
 

 

 

 

 

 

 

 

Ruby R. Chandy

  114,592,738   1,053,097     77,958   6,601,303
 

 

 

 

 

 

 

 

Leif E. Darner

  114,489,256   1,202,818     31,719   6,601,303
 

 

 

 

 

 

 

 

Gayla J. Delly

  115,256,091      390,184     77,518   6,601,303
 

 

 

 

 

 

 

 

Roger L. Fix

  114,690,364      930,661   102,768   6,601,303
 

 

 

 

 

 

 

 

John R. Friedery

  113,742,423   1,928,068     53,302   6,601,303
 

 

 

 

 

 

 

 

Joe E. Harlan

  115,194,094      497,041     32,658   6,601,303
 

 

 

 

 

 

 

 

Rick J. Mills

  114,718,549      924,082     81,162   6,601,303
 

 

 

 

 

 

 

 

David E. Roberts

  113,885,284   1,806,166     32,343   6,601,303
 

 

 

 

 

 

 

 

The foregoing totals of votes for and abstained do not include broker non-votes.

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:

     109,511,374  

Votes AGAINST:

     6,110,996  

Votes ABSTAINED:

     101,423  

Broker Non-Votes:

     6,601,303  


3.    Ratification of Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP was ratified to serve as the Company’s independent registered public accounting firm for 2018 pursuant to the following votes:

 

Votes FOR:

     120,601,843  

Votes AGAINST:

     1,160,488  

Votes ABSTAINED:

     22,765  

Broker Non-Votes:

     6,601,303  

4.    Shareholder ProposalRequest to Adopt Targets For Reducing Greenhouse Gas Emissions. The shareholder proposal requesting that the Company adopt time-bound, quantitative, company-wide, science-based targets for reducing greenhouse gas was rejected pursuant to the following votes:

 

Votes FOR:

     24,621,821  

Votes AGAINST:

     86,932,332  

Votes ABSTAINED:

     4,169,640  

Broker Non-Votes:

     6,601,303  

5.    Shareholder ProposalRequest to Permit Written Consent by Shareholders. The shareholder proposal requesting that the Board of Directors take action to permit written consent by shareholders consistent with applicable law was rejected pursuant to the following votes:

 

Votes FOR:

     50,854,515  

Votes AGAINST:

     64,732,144  

Votes ABSTAINED:

     137,134  

Broker Non-Votes:

     6,601,303  


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, 2018     By:  

/s/ R. Scott Rowe

      R. Scott Rowe
      President and Chief Executive Officer