Form 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 17, 2012

 

 

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 2300, 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)

 

 

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:

 

¨ 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))

 

 

 


Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 17, 2012, Flowserve Corporation, a New York Corporation (the “Company”), held its 2012 Annual Meeting of Shareholders (the “Meeting”). The number of shares present at the Meeting was 49,108,724, representing 89.85% of the 54,658,763 shares issued and outstanding that were entitled to vote on March 23, 2012, the record date for the Meeting.

Five items of business were submitted to shareholders at the 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 Meeting pursuant to the following votes:

 

Director Nominee

(Term Expiring)

   Votes For      Votes Withheld      Broker Non-Votes  

Mark A. Blinn (2015)

     45,500,090         332,821         3,275,813   

Roger L. Fix (2015)

     45,141,002         691,909         3,275,813   

David E. Roberts (2015)

     45,642,959         189,952         3,275,813   

James O. Rollans (2015)

     44,365,934         1,466,977         3,275,813   

The foregoing totals of votes for and withheld do not include broker non-votes.

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:

     43,047,889   

Votes AGAINST:

     986,319   

Votes ABSTAINED:

     1,798,703   

Broker Non-Votes:

     3,275,813   

3. Proposed Charter Amendment – Elimination of classified structure of the Board of Directors. The proposed amendment to the Company’s certificate of incorporation (the “Charter”) to eliminate the classified structure of the board of directors and provide for the annual election of directors with expiring terms beginning in 2013 was approved pursuant to the following votes:

 

Votes FOR:

     45,729,585   

Votes AGAINST:

     82,435   

Votes ABSTAINED

     20,891   

Broker Non-Votes:

     3,275,813   

4. Proposed Charter AmendmentShareholders’ Right to Call Special Meeting. The proposed Charter amendment to provide shareholders who have held at least twenty-five (25%) of the Company’s outstanding common stock for at least one year the right to call a special meeting of shareholders was approved pursuant to the following votes:

 

Votes FOR:

     45,761,192   

Votes AGAINST:

     59,089   

Votes ABSTAINED:

     12,630   

Broker Non-Votes:

     3,275,813   


5. Ratification of Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP was ratified to serve as the Company’s independent registered public accounting firm for 2012 pursuant to the following votes:

 

Votes FOR:

     48,676,007   

Votes AGAINST:

     411,951   

Votes ABSTAINED:

     20,766   

Broker Non-Votes:

     —     

No other matters were voted on at the Meeting.

Item 8.01 Other Items.

Clarification of Second Quarter Dividend Record Date

On May 17, 2012, the Company issued a press release indicating that its Board of Directors had declared a quarterly dividend of $0.36 per share, payable on July 13, 2012, to shareholders of record as of June 30, 2012. Because June 30, 2012 falls on a Saturday, the effective record date for the dividend will be the close of business on Friday, June 29, 2012.


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 22, 2012     By:   /S/ RONALD F. SHUFF
      Ronald F. Shuff
      Senior Vice President and General Counsel