FLS Flowserve Corp

SUPPLEMENT TO PROXY STATEMENT FOR THE
2017 ANNUAL MEETING OF SHAREHOLDERS

Flowserve Corporation

5215 N. O’Connor Blvd., Suite 2300

Irving, Texas 75039

This Supplement to Proxy Statement (“Supplement”) supplements and amends the Proxy Statement dated April 7, 2017 (the “Proxy Statement”) of Flowserve Corporation (the “Company”), previously furnished to our shareholders in connection with the solicitation of proxies on behalf of the Board of Directors of the Company for use at the Annual Meeting of Shareholders to be held on May 18, 2017 (the “Annual Meeting”), or any adjournment or postponement thereof. This Supplement, which should be read in conjunction with the Proxy Statement, is first made available to shareholders on or about April 19, 2017. Except as specifically supplemented or amended by the information contained in this Supplement, all information set forth in the Proxy Statement continues to apply and should be considered in voting your shares.

THE PROXY STATEMENT CONTAINS IMPORTANT INFORMATION AND THIS SUPPLEMENT
SHOULD BE READ IN CONJUNCTION WITH THE PROXY STATEMENT.

The Annual Meeting will be held at Thursday, May 18, 2017 at 11:30 a.m., local time, at the Flowserve Corporation Global Technology and Training Center, which is located at 4343 West Royal Lane, Irving, Texas 75063. Shareholders of record of the Company’s common stock, par value $1.25 per share, at the close of business on March 23, 2017 are entitled to notice of and to vote at the Annual Meeting.

CHANGE IN CANDIDATES NOMINATED BY THE BOARD OF DIRECTORS

On April 7, 2017, the Company filed its Proxy Statement with the Securities and Exchange Commission and began mailing the Proxy Statement to shareholders of record. Subsequent to that date, the Corporate Governance and Nominating Committee of the Board of Directors (the “Committee”) authorized a revised slate of nominees for election to the Board of Directors at the Annual Meeting. As discussed further below, the revised list of candidates nominated by the Committee consists of all of the nominees identified in the Proxy Statement, with the addition of Ms. Chandy. After the Annual Meeting, the Board will reduce the number of directors to the number of nominees elected at the Annual Meeting. We are also providing an amended proxy card to enable shareholders to vote on the revised nominees for election as directors, including Ms. Chandy.

The amended proxy card enclosed with this Supplement differs from the proxy card previously furnished to you with the Proxy Statement, in that the enclosed amended proxy card includes the name of Ruby Chandy as a director nominee in additional Proposal Six. If you have voted already, we encourage you to resubmit your vote on all six proposals by submitting the amended proxy card enclosed with this Supplement or by submitting a proxy via the Internet or by telephone by following the procedures on your amended proxy card. However, if you return, or have returned, an original proxy card, your proxy will still remain valid for all of the other proposals and director nominees except Ms. Chandy because she is not listed as a nominee on the original proxy card, and will be voted at the Annual Meeting unless revoked. PLEASE NOTE THAT IF YOU SUBMIT A NEW PROXY CARD, IT WILL REVOKE ALL PRIOR PROXY CARDS, SO IT IS IMPORTANT TO INDICATE YOUR VOTE ON EACH PROPOSAL ON THE NEW PROXY CARD.

- Supplement to 2017 Proxy Statement       5

The Proxy Statement with respect to the 2017 Annual Meeting is supplemented and amended to provide that the Committee, in accordance with our By-laws, has nominated Ruby Chandy to serve as a director for a one year term expiring at our 2018 annual meeting of shareholders as Proposal Six, in addition to the following nominees listed in Proposal One: R. Scott Rowe, Leif E. Darner, Gayla J. Delly, Roger L. Fix, John R. Friedery, Joe E. Harlan, Rick J. Mills, and David E. Roberts. Biographical information with respect to all nominees other than Ms. Chandy is set forth in the Proxy Statement under the caption “Proposal One - Election of Directors- Board of Directors - Biographical Information”. Ms. Chandy’s Biographical information is set forth below. As of April 19, 2017, Ms. Chandy did not beneficially own any Company common stock.

Required Vote and Recommendation

As discussed in the Proxy Statement, our By-laws require that, in an uncontested election, each director will be elected by a vote of the majority of the votes cast. A majority of votes cast means that the number of shares cast “for” a director’s election exceeds the number of votes cast “against” that director. We will not treat any share as having cast a vote on this proposal (a) where the ballot is marked as withheld, (b) if it is otherwise present at the Annual Meeting but there is an abstention or (c) where a shareholder gives no authority or direction. In a contested election, the directors will be elected by a plurality of the votes cast, meaning the directors receiving the largest number of “for” votes will be elected to the open positions.

In an uncontested election, any nominee for director who duly holds office as a director under the By-Laws and does not receive an affirmative vote of a majority of the votes cast in favor of or against such nominee is required to tender his or her resignation promptly after such election. The independent directors of the Board, giving due consideration to the best interests of the Company and our shareholders, will then evaluate the relevant facts and circumstances and make a decision, within 30 days after the election, on whether to accept the tendered resignation. Any director whose resignation is under consideration is prohibited from participating in the Board’s decision. The Board will promptly disclose publicly its decision and, if applicable, the reasons for rejecting the tendered resignation. The Board may fill any vacancy resulting from a director’s accepted resignation, as provided in our By-laws.

Broker non-votes will not be considered to have voted on this proposal and will therefore have no effect on the proposal.

The individuals named as proxies on the enclosed amended proxy card will vote your proxy “FOR” the election of these nominees unless you instruct otherwise or you withhold authority to vote for any one or more of them. If any director is unable to stand for re- election, the Board may reduce the number of directors or choose a substitute. The nominees have indicated their willingness to serve as directors, and we have no reason to believe any nominee will not be able to stand for re-election.

The Board recommends that you vote “FOR” the election of Ms. Chandy and all other nominees named in the Proxy Statement to serve as directors.

Ruby Chandy, age 55, was the President of the Industrial Division of Pall Corporation, a leading supplier of filtration, separation, and purification technologies, from April 2012 to November 2015. Previously, she was Managing Director, Vice President of Dow Plastics Additives, a unit of The Dow Chemical Company, a multinational chemical corporation, from 2011 to April 2012. Ms. Chandy is currently a director of AMETEK, Inc., a manufacturer of electronic instruments and electromechanical devices, serving since May 2013. She served as a director of IDEX Corporation, a designer and manufacturer of fluidics systems and specialty engineered products, from April 2006 until April 2013.

We believe Ms. Chandy is well qualified to serve as a director due to her executive management experience and marketing and strategy skills, relevant experience in industrial companies, and extensive engineering and management education, which provides an intimate understanding of the Company’s customers and its operational challenges and opportunities.

- Supplement to 2017 Proxy Statement       6

CHANGING YOUR VOTE

Please vote as soon as possible using the amended proxy card enclosed with this Supplement if you would like to change your vote or if you have not voted yet. The amended proxy card differs from the original proxy card previously furnished to you in that the enclosed proxy card includes the name of Ruby Chandy as a nominee as an additional Proposal Six. If you have already returned your original proxy card, you do not need to submit the amended proxy card unless you would like to vote on the revised slate of director nominees, including Ms. Chandy. If you return, or have returned, an original proxy card, your proxy will remain valid for all of the other proposals and director nominees except Ms. Chandy because she is not listed as a nominee on the original proxy card, and will be voted at the Annual Meeting unless revoked. The original proxy and the amended proxy are solicited on behalf of the Board of Directors and revocable at any time before they have been exercised at the Annual Meeting by: