UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
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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
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| Item 5.03 | Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. |
Flowserve Corporation’s (the “Company”) Board of Directors (the “Board”) approved an amendment to the Company’s By-Laws, effective May 14, 2026. Article III, Section 2 of the By-Laws, which sets forth the number of directors of the Company, was amended by the Board to decrease the number of directors of the Company from eleven to nine.
The foregoing description of the amendment contained in the By-Laws is qualified in its entirety by reference to the full text of, and should be read in conjunction with, the By-Laws, 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 | Submission of Matters to a Vote of Security Holders. |
On May 14, 2026, the Company held its virtual 2026 Annual Meeting. The number of shares present at the 2026 Annual Meeting was 116,322,393, representing 91.02% of the 127,795,413 shares issued and outstanding that were entitled to vote on March 17, 2026, the record date for the 2026 Annual Meeting.
Four items of business were submitted to shareholders at the 2026 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 2026 Annual Meeting for annual terms expiring in 2027 pursuant to the following votes:
| Nominee | For | Against | Abstained | Broker Non-Votes |
||||||||||||
| R. Scott Rowe |
107,707,019 | 2,917,532 | 39,074 | 5,658,768 | ||||||||||||
| Sujeet Chand |
107,733,881 | 2,856,280 | 73,464 | 5,658,768 | ||||||||||||
| Ruby R. Chandy |
109,192,337 | 1,378,047 | 93,241 | 5,658,768 | ||||||||||||
| John L. Garrison |
107,380,080 | 3,210,528 | 73,017 | 5,658,768 | ||||||||||||
| Cheryl H. Johnson |
106,176,589 | 4,411,878 | 75,158 | 5,658,768 | ||||||||||||
| Michael C. McMurray |
106,051,394 | 4,537,568 | 74,663 | 5,658,768 | ||||||||||||
| Thomas B. Okray |
103,382,772 | 7,204,767 | 76,086 | 5,658,768 | ||||||||||||
| Brian D. Savoy |
107,804,903 | 2,785,296 | 73,426 | 5,658,768 | ||||||||||||
| Ross B. Shuster |
107,334,765 | 3,253,158 | 75,702 | 5,658,768 | ||||||||||||
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: |
103,981,326 | |||
| Votes AGAINST: |
6,568,078 | |||
| Votes ABSTAINED: |
114,221 | |||
| Broker Non-Votes: |
5,658,768 |
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 2026 was ratified pursuant to the following votes:
| Votes FOR: |
107,511,502 | |||
| Votes AGAINST: |
8,772,962 | |||
| Votes ABSTAINED: |
37,929 | |||
| Broker Non-Votes: |
N/A |
4. Shareholder Proposal – Requesting an Annual Advisory Shareholder Vote Regarding the Company’s Stock Repurchases. The shareholder proposal requesting that the Company conduct an annual advisory shareholder vote regarding the Company’s stock repurchases, did not pass, pursuant to the following votes:
| Votes FOR: |
4,009,237 | |||
| Votes AGAINST: |
105,292,037 | |||
| Votes ABSTAINED: |
1,362,351 | |||
| Broker Non-Votes: |
5,658,768 |
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | Flowserve Corporation By-Laws, as amended and restated effective May 14, 2026 | |
| 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 15, 2026 | By: | /s/ Susan C. Hudson | ||||
| Susan C. Hudson | ||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | ||||||