Business Context and Reporting Period
Company: FLOWSERVE CORP
Filing Type: Form 8-K (Current Report)
Date of Report: April 12, 2023
Reporting Period: Event-based report dated April 12, 2023.
Key Financial Metrics
This filing does not contain financial performance data. The document reports on corporate governance changes and does not provide values for revenue, profit, cash flow, margins, debt, or liquidity.
Material Changes
- Board Composition: The Board of Directors increased the number of directors from ten to eleven.
- Director Election: Thomas Okray was elected as a new director, effective April 12, 2023.
- Committee Appointment: Mr. Okray was appointed to the Audit Committee.
- By-Law Amendment: Article III, Section 2 of the By-Laws was amended to reflect the increase in the number of directors.
Outlook, Risks, and Management Commentary
Management Commentary: The Board determined that Mr. Okray qualifies as an independent director and as an "audit committee financial expert." He is expected to be nominated for reelection at the 2023 annual meeting of shareholders.
Compensation: Mr. Okray will be compensated in accordance with the Company's existing arrangements for non-employee directors.
Risks and Contingencies: No specific risks or contingencies were disclosed in this filing. The filing notes that there are no transactions involving Mr. Okray requiring disclosure under Item 404(a) of Regulation S-K.
Investor Verification Checklist
- Verify the full text of the amended By-Laws (Exhibit 3.1) to confirm the specific governance changes.
- Review the definitive proxy statement dated March 31, 2022, for details on director compensation arrangements applicable to Mr. Okray.
- Confirm Mr. Okray's nomination status for the 2023 annual meeting of shareholders.
- Check subsequent filings for the formal election results at the 2023 annual meeting.