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 14, 2020, Flowserve Corporation (the "Company") announced that Carlyn
R. Taylor, Global Co-Leader of the Corporate Finance segment and leader of the
global Business Transformation and Transactions practices of FTI Consulting,
Inc. ("FTI"), has been elected by the Company's Board of Directors (the "Board")
as a new member of the Board, effective August 12, 2020. Ms. Taylor joined FTI
in 2002 and has served in various roles at FTI, including currently serving as
Chairperson of FTI Capital Advisors, an investment banking subsidiary of FTI.
Prior to joining FTI, Ms. Taylor spent 12 years at PricewaterhouseCoopers first
as a consultant in Price Waterhouse from 1990 to 1998 and then as a partner from
1998 to 2002 where she founded and led the telecommunication industry practice
within the Financial Advisory Services group.
Ms. Taylor fills the newly created directorship resulting from the increase in
Board members pursuant to resolutions duly adopted by the Board under the
Company's By-Laws disclosed in Item 5.03 below. In connection with her election
to the Board, Ms. Taylor has also been appointed as a member of the Audit
Committee and the Corporate Governance & Nominating Committee of the Board.
Ms. Taylor is expected to be nominated for reelection by the Company's
shareholders at the 2021 annual meeting of shareholders. There is no agreement
or understanding between Ms. Taylor and any other person pursuant to which she
was selected as a director.
The Board has made an affirmative determination that Ms. Taylor qualifies as an
independent director under the New York Stock Exchange listing standards and the
Company's standards for director independence. There have been no transactions
directly or indirectly involving Ms. Taylor that would be required to be
disclosed pursuant to Item 404(a) of Regulation S-K under the Securities
Exchange Act of 1934. The Board has also made the affirmative determination that
Ms. Taylor qualifies as an "audit committee financial expert" as such term is
defined under Item 407(d)(5) of SEC Regulation S-K.
Ms. Taylor will be compensated for her 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 9, 2020, under the heading "Director Compensation".
A copy of the press release issued by the Company announcing the election of
Ms. Taylor is attached as Exhibit 99.1 to this Current Report on Form 8-K and is
incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
Effective August 12, 2020, the Board voted to amend the Company's By-Laws.
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.
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Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit
No. Description
3.1 Flowserve Corporation By-Laws, as amended and restated effective
August 12, 2020.
99.1 Press release, dated August 14, 2020.
104 The cover page from Flowserve Corporation's Current Report on Form
8-K, formatted in Inline XBRL.
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