SPX FLOW, INC. (NYSE:FLOW) 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 Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On March 1, 2018, the Board of Directors of SPX FLOW, Inc. (the “Company”) expanded the size of the Company’s Board of Directors to eight members and appointed Majdi B. Abulaban as a director. Mr. Abulaban will stand for election as director at the Company’s 2018 annual meeting of stockholders, for a term expiring at the Company’s 2021 annual meeting of stockholders.
For 2018, Mr. Abulaban will receive a pro-rata portion of the $70,000 annual cash retainer for non-employee directors, based on his time of service this year. He will also receive a grant of equity in the same amount and on the same terms as other non-employee directors as of the date of the Company’s 2018 annual meeting of stockholders.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On March 1, 2018, the Board of Directors of the Company amended the Company’s amended and restated by-laws to provide stockholders with the ability to nominate directors for inclusion in the Company’s proxy statement under certain conditions (“proxy access”). ArticleIII, Section1A has been added to the amended and restated by-laws to permit a stockholder, or a group of up to 20 stockholders, owning 3% or more of the Company’s outstanding common stock continuously for at least three years to nominate and include in the Company’s proxy materials director candidates constituting up to 20% of the Board of Directors (or if such amount is not a whole number, the closest whole number below such amount), provided that the stockholder(s)and the nominee(s)satisfy the requirements specified in the amended and restated by-laws. The Board of Directors also made conforming amendments in Articles II and III of the amended and restated by-laws.
Proxy access will first be available to stockholders in connection with the Company’s 2019 annual meeting of stockholders.
The foregoing description of the amendments to the amended and restated by-laws is qualified in its entirety by reference to the full text of the amended and restated by-laws (marked to indicate the text of such amendments), which is filed as Exhibit3.2 to this report and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
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Exhibit Number |
Description |
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By-laws of SPX FLOW, Inc. Amended and Restated Effective as of March 1, 2018 |
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By-laws of SPX FLOW, Inc. Amended and Restated Effective as of March 1, 2018 (marked to indicate the text of the amendments effected on March 1, 2018) |
SPX FLOW, Inc. ExhibitEX-3.1 2 ex31-amendedandrestatedbyx.htm EXHIBIT 3.1 – AMENDED AND RESTATED BY-LAWS Exhibit Exhibit 3.1BY-LAWS OF SPX FLOW,…To view the full exhibit click here
About SPX FLOW, INC. (NYSE:FLOW)
SPX FLOW, Inc. is a global supplier of engineered solutions. The Company engineers, designs, manufactures and markets products and solutions used to process, blend, filter, dry, meter and transport fluids with a focus on original equipment installation, including turn-key systems, modular systems and components, as well as aftermarket components and support services. The Company operates through three segments: Food and Beverage; Power and Energy, and Industrial. The Company’s product portfolio includes pumps, valves, mixers, filters, air dryers, hydraulic tools, homogenizers, separators and heat exchangers, along with the related aftermarket parts and services. It supports global industries, including food and beverage; oil and gas; power generation, including nuclear and conventional; chemical processing, and compressed air and mining. Its brands include Anhydro, APV, Bran+Luebbe, Gerstenberg Schroeder, LIGHTNIN, Seital and Waukesha Cherry-Burrell.
