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FLS · Current Report (Form 8-K) · Filed May 15, 2026

Flowserve Corp — Current Report (Form 8-K)

Form
8-K
Filed
May 15, 2026
Period
May 14, 2026
Ticker
FLS
Accession
0001193125-26-225435
Boardroom Alpha · Filing insights

Flowserve reduces board size to nine directors. Annual meeting included director elections and governance votes.

About Flowserve Corp
Market cap
$9.8B
1Y TSR
+47.4%
3Y TSR
+27.3%
Board grade
B-
Sector
Industrials
CEO
Robert Scott Rowe
Last annual meeting: May 14, 2026 · View full Flowserve Corp profile →
8-K
 
 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 14, 2026

 

 

FLOWSERVE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

 

 

 

New York   1-13179   31-0267900

(State or Other Jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(IRS Employer

Identification No.)

5215 N. O’Connor Blvd., Suite 700, Irving, Texas   75039
(Address of Principal Executive Offices)   (Zip Code)

(972) 443-6500

(Registrant’s telephone number, including area code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

 

 

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common Stock, $1.25 Par Value   FLS   New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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 ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 
 


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
No.

  

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
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Other filings from Flowserve Corp (FLS)

Reference

Frequently asked questions

When did Flowserve Corp file this 8-K?
Flowserve Corp (FLS) filed this Current Report (Form 8-K) with the SEC on May 15, 2026. The accession number assigned by EDGAR is 0001193125-26-225435.
What does an 8-K disclose?
Form 8-K is the SEC's current-report form, used to disclose material events between periodic reports (10-K / 10-Q). Triggers include CEO/CFO departures, acquisitions, bankruptcies, earnings releases, auditor changes, changes in fiscal year, and amendments to corporate governance. Each 8-K is keyed to one or more Item numbers (1.01 through 9.01).
What is the key takeaway from this filing?
Flowserve reduces board size to nine directors. Annual meeting included director elections and governance votes. This is Boardroom Alpha's one-line summary of the current report; see the full filing text above for the formal disclosure.
What Item codes does an 8-K cover?
An 8-K's Item codes (1.01 through 9.01) specify what kind of event is being disclosed — e.g. Item 1.01 for entering a material agreement, Item 5.02 for departure/election of directors and executive officers, Item 8.01 for other events. The Item codes for this 8-K appear in the filing text above.
Where can I find Flowserve Corp's prior current reports on EDGAR?
The SEC EDGAR browser lists every 8-K Flowserve Corp has filed under CIK 30625, sortable by date. Use the "View on SEC EDGAR" link in the page header, or browse directly via https://www.sec.gov/cgi-bin/browse-edgar.
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