--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-26-225435" form_type: "8-K" ticker: "FLS" cik: "0000030625" company_name: "FLOWSERVE CORP" filed_at: "2026-05-15T12:30:17+00:00" generated_at: "2026-05-15T12:36:08.126348+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.45 calibrated_materiality_score: 0.45 confidence: "high" source: SEC EDGAR --- # Flowserve reduces board from 11 to 9; annual meeting votes all directors, compensation, auditor approved ## Summary - Board size decreased from 11 to 9 directors effective May 14, 2026, via bylaw amendment. - All nine director nominees elected; Thomas B. Okray received highest against votes (7.2M). - Advisory vote on executive compensation passed with 103.98M for vs 6.57M against. - PricewaterhouseCoopers ratified as independent auditor for 2026 with 107.51M for. - Shareholder proposal for annual advisory vote on stock repurchases defeated (105.29M against). ## SEC filing metadata - accession: 0001193125-26-225435 - form_type: 8-K - ticker: FLS - cik: 0000030625 - company_name: FLOWSERVE CORP - filed_at: 2026-05-15T12:30:17+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.45 - calibrated_materiality_score: 0.45 - confidence: high - sec_items: 5.03, 5.07, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/30625/000119312526225435/0001193125-26-225435-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/30625/000119312526225435/d105348d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-26-225435 - JSON: https://secwatch.observer/filing/0001193125-26-225435.json - Plain text: https://secwatch.observer/filing/0001193125-26-225435.txt ## Key facts - Governance Changes FLOWSERVE CORP: Amended By-Laws Article III, Section 2 to decrease the number of directors from eleven to nine (effective 2026-05-14). - Change: bylaw amendment - Effective: 2026-05-14 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/30625/000119312526225435/0001193125-26-225435-index.htm - Shareholder Votes FLOWSERVE CORP shareholders rejected Shareholder Proposal – Requesting an Annual Advisory Shareholder Vote Regarding the Company’s Stock Repurchases at the 2026-05-14 meeting. - Proposal: say on pay - Outcome: failed - Meeting: 2026-05-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/30625/000119312526225435/0001193125-26-225435-index.htm - Shareholder Votes FLOWSERVE CORP shareholders approved Advisory Vote on Executive Compensation at the 2026-05-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/30625/000119312526225435/0001193125-26-225435-index.htm - Shareholder Votes FLOWSERVE CORP shareholders approved Ratification of Independent Registered Public Accounting Firm at the 2026-05-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/30625/000119312526225435/0001193125-26-225435-index.htm - Shareholder Votes FLOWSERVE CORP shareholders approved Election of Directors at the 2026-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-14 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/30625/000119312526225435/0001193125-26-225435-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.