Flowserve (NYSE: FLS) appoints Ajay Agrawal as director, lifts board to 10
Rhea-AI Filing Summary
Flowserve Corporation appointed Ajay Agrawal, Chief Business Development Officer and Senior Vice President, Global Services at Carrier Global Corporation, to its Board of Directors effective August 5, 2026, filling a newly created seat. He will serve on the Organization and Compensation Committee and the Technology, Innovation and Risk Committee and is expected to be nominated for reelection at the 2027 annual meeting of shareholders. The Board determined that he qualifies as an independent director under New York Stock Exchange standards and Section 10A(m)(3) of the Exchange Act, with no related-party transactions requiring disclosure.
To accommodate this addition, the Board approved an amendment to Article III, Section 2 of the Company’s By-Laws on August 4, 2026 to increase the number of directors from nine to ten, effective August 5, 2026. Flowserve also issued a press release on August 5, 2026 announcing Mr. Agrawal’s election, which was furnished as an exhibit.
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8-K Event Classification
4 items: 5.02, 5.03, 7.01, 9.01
4 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 7.01
Regulation FD Disclosure
Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Board size before amendment: 9 directors
Board size after amendment: 10 directors
Effective date of bylaw amendment: August 5, 2026
+1 more
4 metrics
Board size before amendment
9 directors
Article III, Section 2 of the By-Laws set the number of directors at nine before the August 4, 2026 amendment.
Board size after amendment
10 directors
The Board amended Article III, Section 2 of the By-Laws to increase the number of directors to ten, effective August 5, 2026.
Effective date of bylaw amendment
August 5, 2026
The bylaw amendment changing the number of directors became effective August 5, 2026.
Planned reelection timing
2027 annual meeting of shareholders
Ajay Agrawal is expected to be nominated for reelection at the 2027 annual meeting of shareholders.
Key Terms
independent director, Regulation FD, By-Laws, Section 10A(m)(3)
4 terms
independent director regulatory
"The Board has made an affirmative determination that Mr. Agrawal qualifies as an independent director under the New York Stock Exchange listing standards"
An independent director is a member of a company's board of directors who is not involved in the company's day-to-day operations and has no significant relationships with the company that could influence their judgment. Their role is to provide unbiased oversight and ensure the company is managed in the best interests of all shareholders. This helps build trust and confidence among investors by promoting transparency and accountability.
Regulation FD regulatory
"Item 7.01 Regulation FD Disclosure."
Regulation FD is a rule that prevents company insiders, like executives, from sharing important information with some people before others get it. It matters because it helps ensure all investors have equal access to key news, making the stock market fairer and reducing chances of insider trading.
By-Laws regulatory
"Article III, Section 2 of the By-Laws, which sets forth the number of directors of the Company, was amended"
By-laws are the internal rules a corporation uses to run itself—how directors are chosen, how meetings are run, what officers do, and how voting and record-keeping work. For investors, by-laws matter because they shape who controls decisions, how easily management can be changed, and what rights shareholders have; think of them as the company’s operating manual that can influence governance, risk and the value of your stake.
Section 10A(m)(3) regulatory
"qualifies as independent for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What board change did Flowserve (FLS) report in August 2026?
Flowserve added Ajay Agrawal to its Board of Directors and expanded the board from nine to ten members. He joined effective August 5, 2026 and was appointed to the Organization and Compensation and Technology, Innovation and Risk Committees.
Who is Ajay Agrawal, newly appointed to Flowserve (FLS)’s board?
Ajay Agrawal is Chief Business Development Officer and Senior Vice President, Global Services at Carrier Global Corporation. His background includes senior strategy and services roles at Carrier and leadership of Aftermarket Services at Collins Aerospace, with a doctorate in engineering and an MBA.
How did Flowserve (FLS) amend its By-Laws regarding board size?
Flowserve’s Board amended Article III, Section 2 of its By-Laws to increase the number of directors from nine to ten. The amendment was approved on August 4, 2026 and became effective August 5, 2026, creating the new directorship filled by Ajay Agrawal.
Is Ajay Agrawal considered an independent director at Flowserve (FLS)?
Yes. The Board determined that Ajay Agrawal qualifies as an independent director under New York Stock Exchange listing standards and Section 10A(m)(3) of the Exchange Act. The disclosure also states there are no transactions involving him requiring Item 404(a) related-party disclosure.
When will Ajay Agrawal stand for reelection to Flowserve (FLS)’s board?
Ajay Agrawal is expected to be nominated for reelection at Flowserve’s 2027 annual meeting of shareholders. Until then, he serves as a director effective August 5, 2026, including his roles on the Organization and Compensation and Technology, Innovation and Risk Committees.
What exhibits accompanied Flowserve (FLS)’s announcement of Ajay Agrawal’s election?
The company included its amended and restated By-Laws as Exhibit 3.1 and a press release dated August 5, 2026 as Exhibit 99.1. The press release announced Ajay Agrawal’s board election and committee assignments and was furnished under a Regulation FD disclosure item.
____________________________________________________________________________________________________________________________________________________________
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): August 4, 2026
______________________
(Exact Name of Registrant as Specified in its Charter)
______________________
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) | ||||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||||||||
(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 | ||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On August 4, 2026, Flowserve Corporation's (the “Company”) Board of Directors (the “Board”) elected Ajay Agrawal, Chief Business Development Officer and Senior Vice President, Global Services for Carrier Global Corporation (“Carrier”), as a new member of the Board, effective August 5, 2026. Prior to Mr. Agrawal’s appointment as Chief Business Development Officer and Senior Vice President, Global Services for Carrier in 2025, Mr. Agrawal was the Chief Strategy Officer and Senior Vice President, Global Services at Carrier from 2023 to 2025. Prior to this role, he was the Chief Strategy Officer and SVP, Global Services and Healthy Buildings at Carrier from 2019 to 2023.
Mr. Agrawal fills the newly created directorship resulting from the increase in the number of directors pursuant to resolutions duly adopted by the Board under the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) disclosed in Item 5.03 below. In connection with his election to the Board, Mr. Agrawal has also been appointed to serve as a member of the Organization and Compensation Committee and Technology, Innovation and Risk Committee of the Board. Mr. Agrawal is expected to be nominated for reelection by the Company’s shareholders at the 2027 annual meeting of shareholders. There is no agreement or understanding between Mr. Agrawal and any other person pursuant to which he was selected as a director.
The Board has made an affirmative determination that Mr. Agrawal qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence and qualifies as independent for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There have been no transactions directly or indirectly involving Mr. Agrawal that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Mr. Agrawal will be compensated for his service on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated April 2, 2026, under the heading “Director Compensation.”
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 4, 2026, the Board approved an amendment to the Company’s By-Laws, effective August 5, 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 increase the number of directors of the Company from nine to ten.
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 7.01 Regulation FD Disclosure.
On August 5, 2026, the Company issued a press release announcing the election of Mr. Agrawal. The press release is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
3.1 Flowserve Corporation By-Laws, as amended and restated effective August 5, 2026.
99.1 Press Release, dated August 5, 2026.
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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: August 5, 2026 | By: | /s/ Susan C. Hudson | |||||||||
| Susan C. Hudson | |||||||||||
| Senior Vice President, Chief Legal Officer and Corporate Secretary | |||||||||||
News Release
Flowserve Appoints Ajay Agrawal to Board of Directors
DALLAS—(BUSINESS WIRE)—August 5, 2026— Flowserve Corporation (NYSE:FLS), a leading provider of flow control products and services for the global infrastructure markets, announced today that its Board of Directors has elected Ajay Agrawal as a member of the Board of Directors, and appointed him to serve on the Organization and Compensation Committee and Technology, Innovation and Risk Committee, effective August 5, 2026.
“We are incredibly excited to welcome Ajay to Flowserve’s Board,” said Scott Rowe, Flowserve President and Chief Executive Officer. “Ajay’s unique combination of portfolio leadership, aftermarket expertise and disciplined M&A experience across multiple industries will bring valuable perspective to Flowserve’s Board and management team as we strengthen our leading position serving the world’s critical industries and execute our long-term growth strategy.”
Mr. Agrawal currently serves as the Chief Business Development Officer and Senior Vice President, Global Services at Carrier Global Corporation, a global climate and energy solutions company. His experience also includes serving as Carrier’s Chief Strategy Officer and Senior Vice President of its Global Services and Healthy Buildings business. Prior to his experience at Carrier, Mr. Agrawal was the President of Aftermarket Services at Collins Aerospace.
“Ajay’s experience shaping portfolio strategy, executing complex M&A transactions and demonstrating leadership in the industrial manufacturing industry will further strengthen our Board,” said John Garrison, Chairman of the Flowserve Board of Directors. “His track record of driving profitable growth, advancing strategic transformation and building high-performing businesses will provide valuable insight as Flowserve continues to serve customers across critical infrastructure markets and create long-term value for shareholders.”
Mr. Agrawal holds a doctorate in engineering from the University of Missouri and an MBA from Carnegie Mellon University.
Flowserve Contacts
Investor Contacts: investorrelations@flowserve.com
Brian Ezzell, Vice President, Investor Relations, Treasurer & Corporate Finance
Olivia Webb, Director, Investor Relations
Media Contact: media@flowserve.com
About Flowserve: Flowserve Corporation is one of the world’s leading providers of fluid motion and control products and services. Operating in more than 50 countries, the Company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the company’s website at www.flowserve.com.
Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as, "may," "should," "expects," "could," "intends," "plans," "anticipates," "estimates," "believes," "forecasts," "predicts" or other similar expressions are intended to identify forward-looking statements, which include, without
limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.
The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: economic, political and other risks associated with our international operations, including military actions, trade embargoes, blockades or other closures of major trade lanes, epidemics or pandemics and changes to tariffs or trade agreements that could affect customer markets, particularly North African, Latin American, Asian and Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; global supply chain disruptions and the current inflationary environment could adversely affect the efficiency of our manufacturing and increase the cost of providing our products to customers; a portion of our bookings may not lead to completed sales, and our ability to convert bookings into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers’ ability to make required capital investment and maintenance expenditures; if we are not able to successfully execute and realize the expected financial benefits from any restructuring and realignment initiatives, our business could be adversely affected; the substantial dependence of our sales on the success of the energy, chemical, power generation and general industries; the adverse impact of volatile raw materials prices on our products and operating margins; the impact of public health emergencies, such as outbreaks of epidemics, pandemics, and contagious diseases, on our business and operations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; potential adverse effects resulting from the implementation of new tariffs and related retaliatory actions and changes to or uncertainties related to tariffs and trade agreements; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Argentina; potential adverse consequences resulting from litigation to which we are a party; expectations regarding acquisitions and the integration of acquired businesses; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; if we are not able to maintain our competitive position by successfully developing and introducing new products and integrate new technologies, including artificial intelligence and machine learning; environmental compliance costs and liabilities; potential work stoppages and other labor matters; access to public and private sources of debt financing; our inability to protect our intellectual property in the United States, as well as in foreign countries; obligations under our defined benefit pension plans; our internal control over financial reporting may not prevent or detect misstatements because of its inherent limitations, including the possibility of human error, the circumvention or overriding of controls, or fraud; the recording of increased deferred tax asset valuation allowances in the future or the impact of tax law changes on such deferred tax assets could affect our operating results; our information technology infrastructure could be subject to service interruptions, data corruption, cyber-based attacks or network security breaches, which could disrupt our business operations and result in the loss of critical and confidential information; ineffective internal controls could impact the accuracy and timely reporting of our business and financial results; and other factors described from time to time in our filings with the Securities and Exchange Commission.
All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
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