Current Report Filing (8-k)
May 24 2017 - 5:07PM
Edgar (US Regulatory)
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 18, 2017
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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New York
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1-13179
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31-0267900
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.)
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5215 N. OConnor Blvd., Suite 2300, Irving, Texas
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75039
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(Address of Principal Executive Offices)
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(Zip Code)
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(972)
443-6500
(Registrants 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:
☐
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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☐
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Soliciting material pursuant to Rule
14a-12
under the Exchange Act (17 CFR
240.14a-12)
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Pre-commencement
communications pursuant to Rule
14d-2(b)
under the Exchange Act (17 CFR
240.14d-2(b))
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☐
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Pre-commencement
communications pursuant to Rule
13e-4(c)
under the Exchange Act (17 CFR
240.13e-4(c))
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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 3.03
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Material Modification to Rights of Security Holders.
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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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On May 24, 2017, Flowserve Corporation, a New York corporation (the Company) announced that Tom Pajonas, Chief
Operating Officer of the Company and Interim President of the Industrial Product Division (IPD), provided the Company with notice of his intention to retire from the Company as of December 31, 2017 (Retirement Date). In
connection with his planned retirement, Mr. Pajonas will immediately transition to the role of President of IPD effective May 24, 2017. The same functions will continue to report to Mr. Pajonas, with the exception of the other
division presidents, who will now report to Scott Rowe, President and Chief Executive Officer of the Company. The new structure will help better align Mr. Rowes involvement in the business, while allowing Mr. Pajonas to focus on IPD
improvement efforts as he transitions his leadership responsibilities prior to his retirement.
In connection with Mr. Pajonas retirement, and
in recognition of his many years of service and dedication to the Company, the Board of Directors (Board) and the Organization and Compensation Committee of the Board have approved modifications to the vesting terms of time-vesting
restricted stock granted to Mr. Pajonas in 2015 and the special performance shares granted to Mr. Pajonas on August12, 2015 (Special Performance Shares). The modifications provide that (a) the Special Performance Shares
will vest at target upon the Retirement Date and (b) time-vesting restricted stock granted to Mr. Pajonas in calendar year 2015 will vest in full upon the Retirement Date. Prior to these modifications, Mr. Pajonas would have forfeited
some or all of his unvested restricted stock and unvested Special Performance Shares granted in calendar year 2015 upon the Retirement Date. It is expected that, as of December 31, 2017, 50,000 Special Performance Shares and 6,927 shares of
time-vesting restricted stock granted in 2015 will be subject to acceleration, each as described above.
Item 5.03
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Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
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On May 18, 2017, the
Board of Directors of the Company voted to amend the Bylaws, effective May 18, 2017. 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 ten to nine.
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
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Submission of Matters to a Vote of Security Holders.
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On May 18, 2017, the Company held its 2017
Annual Meeting of Shareholders (the Meeting). The number of shares present at the Meeting was 122,828,872 representing 94.12% of the 130,488,868 shares issued and outstanding that were entitled to vote on March 23, 2017, the record
date for the Meeting.
Six 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 2018 pursuant to the following votes:
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Nominee
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Votes For
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Votes Withheld
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Broker Non-Votes
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R. Scott Rowe
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116,307,029
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212,599
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6,309,244
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Leif E. Darner
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116,260,673
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258,955
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6,309,244
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Gayla J. Delly
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116,347,464
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172,164
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6,309,244
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Roger L. Fix
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115,402,323
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1,117,305
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6,309,244
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John R. Friedery
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114,270,852
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2,248,776
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6,309,244
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Joe E. Harlan
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114,435,606
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2,084,022
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6,309,244
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Rick J. Mills
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116,184,890
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334,738
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6,309,244
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David E. Roberts
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114,697,636
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1,821,992
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6,309,244
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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
Companys named executive officers was approved pursuant to the following votes:
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Votes FOR:
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104,686,455
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Votes AGAINST:
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9,913,218
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Votes ABSTAINED:
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1,919,955
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Broker
Non-Votes:
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6,309,244
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3.
Advisory Vote on the Frequency of Conducting the Advisory Vote on Executive Compensation.
The proposal for approval, on an advisory basis, of how frequently the advisory vote on the compensation of the Companys named executive officers should be conducted received the following votes:
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Votes for 1 YEAR:
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111,431,466
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Votes for 2 YEARS:
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222,266
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Votes for 3 YEARS:
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4,822,102
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Votes ABSTAINED:
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43,794
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Broker
Non-Votes:
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6,309,244
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4.
Ratification of Independent Registered Public Accounting Firm.
PricewaterhouseCoopers
LLP was ratified to serve as the Companys independent registered public accounting firm for 2017 pursuant to the following votes:
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Votes FOR:
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121,896,654
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Votes AGAINST:
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894,786
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Votes ABSTAINED:
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37,432
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Broker
Non-Votes:
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0
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5.
Shareholder Proposal
Request to Amend Proxy Access Bylaw.
The
shareholder proposal requesting that the Board of Directors take action to amend the proxy access bylaws to increase the number of shareholders able to aggregate their shares to meet ownership requirements was rejected pursuant to the following
votes:
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Votes FOR:
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21,627,379
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Votes AGAINST:
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90,528,619
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Votes ABSTAINED:
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4,363,630
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Broker
Non-Votes:
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6,309,244
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6.
Election of Director Ruby R. Chandy.
Ruby R. Chandy was duly
elected as a director at the Meeting for an annual term expiring in 2018 pursuant to the following votes:
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Votes FOR:
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115,705,702
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Votes Withheld:
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813,926
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Broker
Non-Votes:
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6,309,244
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No other matters were voted on at the Meeting.
Decision on the Frequency of Future Advisory Votes on Executive Compensation
In light of the vote of the shareholders on proposal 3 reported above, the Companys Board of Directors has determined that an advisory vote to approve
the compensation of the Companys named executive officers will be conducted every year, until the Company holds the next required shareholder advisory vote on the frequency of conducting the advisory vote on executive compensation.
Item 9.01
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Financial Statements and Exhibits.
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Exhibit
No.
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Description
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3.1
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Flowserve Corporation
By-Laws,
as amended and restated effective May 18, 2017.
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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.
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FLOWSERVE CORPORATION
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Dated: May 24, 2017
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By:
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/
S
/ C
AREY
A. OC
ONNOR
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Carey A. OConnor
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Senior Vice President and
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Chief Legal Officer
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EXHIBIT INDEX
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Exhibit
No.
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Description
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3.1
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Flowserve Corporation
By-Laws,
as amended and restated effective May 18, 2017.
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