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 April 12, 2023, Flowserve Corporation (the "Company") announced that Thomas
Okray, Executive Vice President and Chief Financial Officer for Eaton
Corporation ("Eaton") has been elected by the Company's Board of Directors (the
"Board") as a new member of the Board, effective April 12, 2023. Mr. Okray
joined Eaton in 2021. Prior to joining Eaton, Mr. Okray was the Senior Vice
President and Chief Financial Officer at Grainger from 2018 to 2021 and the
Executive Vice President and Chief Financial Officer at Advance Auto Parts from
2016 to 2018.
Mr. Okray 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. Okray has also been appointed as a member of the Audit Committee of
the Board. Mr. Okray is expected to be nominated for reelection by the
Company's shareholders at the 2023 annual meeting of shareholders. There is no
agreement or understanding between Mr. Okray and any other person pursuant to
which he was selected as a director.
The Board has made an affirmative determination that Mr. Okray 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"). The Board has also made the affirmative determination
that Mr. Okray qualifies as an "audit committee financial expert" as such term
is defined under Item 407(d)(5) of Regulation S-K under the Exchange Act. There
have been no transactions directly or indirectly involving Mr. Okray that would
be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the
Exchange Act.
Mr. Okray 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
March 31, 2022, under the heading "Director Compensation".
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
On April 12, 2023, the Board approved an amendment to the Company's By-Laws,
effective April 12, 2023. 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 ten to eleven.
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 April 12, 2023, the Company issued a press release announcing the election of
Mr. Okray. 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.
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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
April 12, 2023.
99.1 Press release, dated April 12, 2023.
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