FLOWSERVE CORPORATION (NYSE:FLS) Files An 8-K Material Modification to Rights of Security Holders
Item3.03
|
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.
Item5.02 Departure of Directors or Certain Officers;
Election of Directors; Appointment of Certain Officers;
Compensatory Arrangements of Certain Officers.
On May24, 2017, Flowserve Corporation, a New York corporation
(the Company) announced thatTom 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 December31, 2017 (Retirement
Date). In connection with his planned retirement, Mr.Pajonas will
immediately transition to the role of President of IPD effective
May24, 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 December31, 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.
| Item5.03 |
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
On May18, 2017, the Board of Directors of the Company voted to
amend the Bylaws, effective May18, 2017. Article III, Section2 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.
| Item5.07 |
Submission of Matters to a Vote of Security Holders. |
On May18, 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
March23, 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 to the following votes:
| Nominee | Votes For | VotesWithheld | BrokerNon-Votes | |||||||||
|
R. Scott Rowe |
116,307,029 | 212,599 | 6,309,244 | |||||||||
|
Leif E. Darner |
116,260,673 | 258,955 | 6,309,244 | |||||||||
|
Gayla J. Delly |
116,347,464 | 172,164 | 6,309,244 | |||||||||
|
Roger L. Fix |
115,402,323 | 1,117,305 | 6,309,244 | |||||||||
|
John R. Friedery |
114,270,852 | 2,248,776 | 6,309,244 | |||||||||
|
Joe E. Harlan |
114,435,606 | 2,084,022 | 6,309,244 | |||||||||
|
Rick J. Mills |
116,184,890 | 334,738 | 6,309,244 | |||||||||
|
David E. Roberts |
114,697,636 | 1,821,992 | 6,309,244 | |||||||||
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 to the following votes:
|
Votes FOR: |
104,686,455 | |||
|
Votes AGAINST: |
9,913,218 | |||
|
Votes ABSTAINED: |
1,919,955 | |||
|
Broker Non-Votes: |
6,309,244 |
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:
|
Votes for 1 YEAR: |
111,431,466 | |||
|
Votes for 2 YEARS: |
222,266 | |||
|
Votes for 3 YEARS: |
4,822,102 | |||
|
Votes ABSTAINED: |
43,794 | |||
|
Broker Non-Votes: |
6,309,244 |
4.Ratification of Independent Registered Public
Accounting Firm. PricewaterhouseCoopers LLP was
ratified to serve as the Companys independent registered public
accounting firm for 2017 to the following votes:
|
Votes FOR: |
121,896,654 | |||
|
Votes AGAINST: |
894,786 | |||
|
Votes ABSTAINED: |
37,432 | |||
|
Broker Non-Votes: |
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 to the following votes:
|
Votes FOR: |
21,627,379 | |||
|
Votes AGAINST: |
90,528,619 | |||
|
Votes ABSTAINED: |
4,363,630 | |||
|
Broker Non-Votes: |
6,309,244 |
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 to the following votes:
|
Votes FOR: |
115,705,702 | |||
|
Votes Withheld: |
813,926 | |||
|
Broker Non-Votes: |
6,309,244 |
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.
| Item9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits. |
|
Exhibit No. |
Description |
|
| 3.1 |
Flowserve Corporation By-Laws, as amended and restated effective May18, 2017. |
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. FLOWSERVE CORPORATION (NYSE:FLS) Recent Trading Information
FLOWSERVE CORPORATION (NYSE:FLS) closed its last trading session down -0.47 at 49.00 with 1,171,238 shares trading hands.