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 21, 2015

 

 

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))

 

 

 


Item 3.03 Material Modification to Rights of Security Holders.

The information provided in Item 5.03 of this Current Report on Form 8-K regarding an amendment to the Flowserve Corporation By-Laws (the “Bylaws”) is incorporated by reference into this Item 3.03.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 21, 2015, the Board of Directors of Flowserve Corporation, a New York Corporation (the “Company”) voted to amend the Bylaws, effective May 21, 2015. Article III, Section 2 of the Bylaws, which sets forth the number of directors of the Company, was amended by the Board of Directors to reduce the number of directors of the Company from twelve to eleven.

The foregoing description of the amendment contained in the Bylaws is qualified in its entirety by reference to the full text of, and should be read in conjunction with, the Bylaws, 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 21, 2015, the Company held its 2015 Annual Meeting of Shareholders (the “Meeting”). The number of shares present at the Meeting was 122,613,204 representing 91.03% of the 134,690,823 shares issued and outstanding that were entitled to vote on March 26, 2015, 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 2016 pursuant to the following votes:

 

Nominee    Votes For    Votes Withheld      Broker Non-Votes  

Mark A. Blinn

   114,485,394      627,917         7,499,893   

Leif E. Darner

   114,601,707      511,604         7,499,893   

Gayla J. Delly

   114,750,771      362,540         7,499,893   

Lynn L. Elsenhans

   114,509,536      603,775         7,499,893   

Roger L. Fix

   114,527,112      586,199         7,499,893   

John R. Friedery

   114,304,577      808,734         7,499,893   

Joe E. Harlan

   114,372,535      740,776         7,499,893   

Rick J. Mills

   114,597,057      516,254         7,499,893   

Charles M. Rampacek

   113,919,494      1,193,817         7,499,893   

David E. Roberts

   114,365,657      747,654         7,499,893   

William C. Rusnack

   113,930,586      1,182,725         7,499,893   

The foregoing totals of votes for and withheld 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:

     111,864,496   

Votes AGAINST:

     3,016,808   

Votes ABSTAINED:

     232,007   

Broker Non-Votes:

     7,499,893   

3. Re-approval of the Flowserve Corporation Equity and Incentive Compensation Plan Performance Measures. The material terms of the performance measures available under the Flowserve Corporation Equity Incentive Compensation Plan were approved pursuant to the following votes:

 

Votes FOR:

     111,917,878   

Votes AGAINST:

     3,016,388   

Votes ABSTAINED:

     179,045   

Broker Non-Votes:

     7,499,893   

4. Ratification of Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP was ratified to serve as the Company’s independent registered public accounting firm for 2015 pursuant to the following votes:

 

Votes FOR:

     121,804,902   

Votes AGAINST:

     655,801   

Votes ABSTAINED:

     152,501   

Broker Non-Votes:

     0   

5. Shareholder ProposalShareholder Action by Written Consent. The shareholder proposal requesting that shareholders be given the right to act by written consent outside of an annual or special meeting was rejected pursuant to the following votes:

 

Votes FOR:

     49,425,635   

Votes AGAINST:

     65,444,170   

Votes ABSTAINED:

     243,506   

Broker Non-Votes:

     7,499,893   

No other matters were voted on at the Meeting.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit
No.

  

Description

3.1    Flowserve Corporation By-Laws, as amended and restated effective May 21, 2015.


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 27, 2015 By:

/S/ CAREY A. O’CONNOR

Carey A. O’Connor
Senior Vice President and
General Counsel


EXHIBIT INDEX

 

Exhibit
No.

  

Description

3.1    Flowserve Corporation By-Laws, as amended and restated effective May 21, 2015.