Flowserve (NYSE: FLS) cuts board size as 2026 shareholders back pay and auditor

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Filing Exhibits & Attachments

8-K Event Classification

Key Figures

Key Terms

What governance change did Flowserve (FLS) make to its board structure?

How many Flowserve (FLS) shares were represented at the 2026 annual meeting?

Were all Flowserve (FLS) director nominees elected at the 2026 annual meeting?

Did Flowserve (FLS) shareholders approve executive compensation in 2026?

Was Flowserve’s (FLS) independent auditor for 2026 ratified by shareholders?

What happened to the Flowserve (FLS) shareholder proposal on stock repurchases?

Filing Impact

(Moderate)

Filing Sentiment

(Neutral)

Form Type

8-K

Flowserve Corporation amended its By-Laws effective May 14, 2026 to reduce the size of its Board of Directors from eleven to nine members. The change affects Article III, Section 2 and is detailed in amended and restated By-Laws filed as an exhibit.

The company also reported results from its 2026 virtual annual meeting. Shareholders representing 116,322,393 shares, or 91.02% of the 127,795,413 shares entitled to vote as of March 17, 2026, were present. All nine director nominees were elected, executive compensation received majority support, the appointment of PricewaterhouseCoopers LLP as independent auditor for 2026 was ratified, and a shareholder proposal requesting an annual advisory vote on stock repurchases did not pass.

3 items: 5.03, 5.07, 9.01

3 items

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 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Board size: 9 directors Shares entitled to vote: 127,795,413 shares Shares present: 116,322,393 shares +3 more

6 metrics

Board size 9 directors Reduced from eleven to nine effective May 14, 2026

Shares entitled to vote 127,795,413 shares Issued and outstanding as of March 17, 2026 record date

Shares present 116,322,393 shares Represented at the 2026 annual meeting (91.02% of eligible shares)

Say-on-pay support 103,981,326 votes for Advisory vote on executive compensation at 2026 annual meeting

Auditor ratification votes for 107,511,502 votes Ratification of PricewaterhouseCoopers LLP for 2026

Stock repurchase proposal votes against 105,292,037 votes Shareholder proposal for annual advisory vote on repurchases

By-Laws, broker non-votes, advisory vote on executive compensation, independent registered public accounting firm, +1 more

5 terms

By-Laws regulatory

"the Board approved an amendment to the Company’s By-Laws, effective May 14, 2026"

broker non-votes financial

"Broker Non-Votes: 5,658,768"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote on executive compensation financial

"Advisory Vote on Executive Compensation. The proposal for approval, on an advisory basis, of the compensation of the Company’s named executive officers"

A non-binding shareholder vote allowing investors to approve or reject the pay packages and compensation policies for a company’s top executives. It matters because the outcome tells the board whether owners are satisfied with executive pay and can prompt changes in policy or leadership much like a customer survey prompts a company to adjust its product — signaled approval can support management credibility, while rejection may increase scrutiny and affect investor confidence.

independent registered public accounting firm financial

"the Company’s independent registered public accounting firm for 2026 was ratified"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal financial

"Shareholder Proposal – Requesting an Annual Advisory Shareholder Vote Regarding the Company’s Stock Repurchases"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Understanding 8-K Material Events →

05/15/2026 - 08:30 AM

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.

Source: View Original Filing on SEC EDGAR

Flowserve amended its By-Laws to reduce the number of directors from eleven to nine. The change affects Article III, Section 2 and took effect on May 14, 2026, with the fully amended and restated By-Laws filed as an exhibit.

A total of 116,322,393 Flowserve shares were present at the 2026 annual meeting. This represented 91.02% of the 127,795,413 shares issued and outstanding that were entitled to vote as of the March 17, 2026 record date.

All nine Flowserve director nominees were elected for terms expiring in 2027. Each nominee, including R. Scott Rowe and the other listed candidates, received more votes “For” than “Against,” with additional abstentions and broker non-votes reported for each director.

Flowserve shareholders approved, on an advisory basis, the compensation of the company’s named executive officers. The proposal received 103,981,326 votes for, 6,568,078 votes against, 114,221 abstentions, and 5,658,768 broker non-votes, indicating broad but not unanimous support.

Shareholders ratified the selection of PricewaterhouseCoopers LLP as Flowserve’s independent registered public accounting firm for 2026. The ratification received 107,511,502 votes for, 8,772,962 votes against, and 37,929 abstentions, with broker non-votes not applicable to this agenda item.

The shareholder proposal requesting an annual advisory vote on Flowserve’s stock repurchases did not pass. It received 4,009,237 votes for, 105,292,037 votes against, 1,362,351 abstentions, and 5,658,768 broker non-votes, indicating strong opposition from voting shareholders.

FLOWSERVE CORPORATION

Dated: May 15, 2026

/s/ Susan C. Hudson

Susan C. Hudson

Senior Vice President, Chief Legal Officer and Corporate Secretary

4 documents