Current Report — Form 8-K — Sect. 13 / 15(d) – SEA’34 Filing Table of Contents
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i5215 N. O’Connor Blvd., iSuite 2300, iIrving, iTexas
i75039
(Address of Principal Executive Offices)
(Zip Code)
(i972) i443-6500
(Registrant’s telephone number, including area code)
iN/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
iCommon Stock, $1.25 Par Value
iFLS
iNew York Stock Exchange LLC
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):
i☐ Written communications pursuant to Rule
425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule
14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
i☐ 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 i☐
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of
Certain Officers.
Election of Directors
On December 17, 2019, Flowserve Corporation (the “Company”) announced that Sujeet Chand, Senior Vice President and Chief Technology Officer of Rockwell Automation
has been elected by the Company’s Board of Directors (the “Board”) as a new member of the Board, effective December 12, 2019. Dr. Chand joined Rockwell Automation in 2001 and has served in his current role since 2005. Prior to joining Rockwell
Automation, Dr. Chand served as Chief Operating Officer for XAP Corporation for two years and prior to that, led research & development for 12 years at Rockwell Scientific Company, a subsidiary of Rockwell International. Dr. Chand also currently
serves as a member of the board of directors of Proto Labs Inc.
Dr. Chand 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 his election to the Board, Dr. Chand has also been appointed as a member of the Audit Committee and the Finance & Risk Committee of the Board. Dr. Chand is expected to be nominated for
reelection by the Company’s shareholders at the 2020 annual meeting of shareholders. There is no agreement or understanding between Dr. Chand and any other person pursuant to which he was selected as a director.
The Board has made an affirmative determination that Dr. Chand 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 Dr. Chand that would be required to be disclosed pursuant to
Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
Dr. Chand 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 April 11, 2019, under the heading “Board of Directors Compensation”.
Effective December 12, 2019, 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 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.
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.
