FLOWSERVE CORPORATION (NYSE:FLS) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 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 March31, 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 June30, 2018. Mr.Jackson’s retirement is not due to a disagreement with the Company.
Item 5.02 Submission of Matters to a Vote of Security Holders.
On May24, 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 March29, 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 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 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 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 Proposal – Request 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 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 Proposal – Request 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 to the following votes:
|
Votes FOR: |
50,854,515 |
|
Votes AGAINST: |
64,732,144 |
|
Votes ABSTAINED: |
137,134 |
|
Broker Non-Votes: |
6,601,303 |
About FLOWSERVE CORPORATION (NYSE:FLS)
Flowserve Corporation is a manufacturer and aftermarket service provider of flow control systems. The Company operates through three segments: Engineered Product Division (EPD), Industrial Product Division (IPD) and Flow Control Division (FCD). Its EPD designs, manufactures, distributes and services engineered pumps and pump systems, mechanical seals, auxiliary systems, replacement parts and related equipment. Its IPD designs, manufactures, distributes and services pre-configured engineered pumps and pump systems, including submersible motors, for industrial markets. Its FCD designs, manufactures, distributes and services a portfolio of industrial valve and automation solutions, including isolation and control valves, actuation, controls and related equipment. Its product portfolio of pumps, valves, seals, automation and aftermarket services support infrastructure industries, including oil and gas, chemical, power generation and water management.