UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
As described under Item 5.07 below, on May 16, 2024, shareholders of Flowserve Corporation (the “Company”) approved the Company’s 2024 Employee Stock Purchase Plan (the “2024 ESPP”). A total of 4,000,000 shares of common stock may be purchased or otherwise issued under the 2024 ESPP. A summary of the 2024 ESPP is contained in the Company’s definitive proxy statement relating to the 2024 Annual Meeting of Shareholders (the “2024 Annual Meeting”), as filed with the U.S. Securities and Exchange Commission on April 2, 2024, under the heading “Proposal Four: Approval of Employee Stock Purchase Plan.”
The foregoing description of the 2024 ESPP does not purport to be complete and is qualified in its entirety by reference to the full text of the 2024 ESPP, a copy of which is filed as Exhibit 10.1 hereto and incorporated herein by reference.
Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 16, 2024, the Company held its virtual 2024 Annual Meeting. The number of shares present at the 2024 Annual Meeting was 120,334,637, representing 91.3% of the 131,740,713 shares issued and outstanding that were entitled to vote on March 18, 2024, the record date for the 2024 Annual Meeting.
Five items of business were submitted to shareholders at the 2024 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 2024 Annual Meeting for annual terms expiring in 2025 pursuant to the following votes:
Nominee | For | Against | Abstained | Broker Non-Votes | ||||
R. Scott Rowe | 114,369,226 | 453,406 | 90,737 | 5,421,268 | ||||
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Sujeet Chand | 114,418,338 | 405,146 | 89,885 | 5,421,268 | ||||
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Ruby R. Chandy | 114,061,351 | 762,713 | 89,305 | 5,421,268 | ||||
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Gayla J. Delly | 111,492,157 | 3,331,819 | 89,393 | 5,421,268 | ||||
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John L. Garrison | 113,781,950 | 1,040,997 | 90,422 | 5,421,268 | ||||
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Cheryl H. Johnson | 114,499,859 | 324,414 | 89,096 | 5,421,268 | ||||
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Michael C. McMurray | 114,192,541 | 630,759 | 90,069 | 5,421,268 | ||||
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Thomas B. Okray | 113,858,564 | 964,715 | 90,090 | 5,421,268 | ||||
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David E. Roberts | 113,697,283 | 1,124,988 | 91,098 | 5,421,268 | ||||
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Kenneth I. Siegel | 112,049,551 | 2,699,975 | 163,843 | 5,421,268 | ||||
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Carlyn R. Taylor | 114,057,363 | 766,985 | 89,021 | 5,421,268 | ||||
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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: |
108,269,975 | |||
Votes AGAINST: |
6,123,206 | |||
Votes ABSTAINED: |
520,188 | |||
Broker Non-Votes: |
5,421,268 |
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 2024 was ratified pursuant to the following votes:
Votes FOR: |
116,241,908 | |||
Votes AGAINST: |
4,003,711 | |||
Votes ABSTAINED: |
89,018 | |||
Broker Non-Votes: |
N/A |
4. Approval of Company’s Employee Stock Purchase Plan. The proposal for approval of the Company’s 2024 ESPP was approved pursuant to the following votes:
Votes FOR: |
114,707,050 | |||
Votes AGAINST: |
153,187 | |||
Votes ABSTAINED: |
53,132 | |||
Broker Non-Votes: |
5,421,268 |
5. Shareholder Proposal – Requesting Report on the Company’s Political Spending and Policies and Procedures Regarding Political Spending. The shareholder proposal requesting a report on the Company’s political spending and policies and procedures regarding political spending, did not pass, pursuant to the following votes:
Votes FOR: |
29,359,359 | |||
Votes AGAINST: |
82,483,066 | |||
Votes ABSTAINED: |
3,070,944 | |||
Broker Non-Votes: |
5,421,268 |
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit |
Description | |
10.1 | Flowserve Corporation’s Employee Stock Purchase Plan. | |
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 16, 2024 | By: | /s/ Susan C. Hudson | ||||
Susan C. Hudson | ||||||
Senior Vice President, Chief Legal Officer and Corporate Secretary |