2022 PROXY SUMMARY  •STATEMENT      3Executive Compensation Highlights

Executive Compensation Highlights (Page 28)32)

Compensation Philosophy and Principles

		ATTRACT & RETAIN		Attract and retain high-quality and high-performance leaders with a passion for driving high performance, as well as our purpose, values, behaviors and achieving extraordinary business outcomes
		REINFORCE OUR STRATEGY		Align our incentive programs with our vision and key business strategies with a healthy balance between short and long-term rewardsstrategy
		COMPETITIVE AND MARKET-BASED		Maintain a market-based strategycompensation program that provides a competitive total target compensation opportunity approximating the market median
		ALIGN PAY AND WITH PERFORMANCE		Provide incentive programs that reward short-termshort- and long-term performance leading to shareholder value growth and appropriatewithout undue risk taking
ALIGN PAY WITH SHAREHOLDERS		ALIGN WITH SHAREHOLDERS		EnsureProvide that a majority of total compensation is ‘at risk’tied to performance and/or stock price and is aligned with shareholder interests

Pay for Performance Alignment

Our annual incentive program paid out at 74.8% of target opportunity on the corporate metrics, as follows:

PROXY SUMMARY  •Executive Compensation Highlights

2022 PROXY STATEMENT      4

2019 Performance Stock Units (PSUs) tied to 2019-2021 performance paid out at 33.3% of target.

2021 Executive Total Compensation Mix

The majority of the total target compensation provided to our Named Executive Officers is ‘at risk’ and aligned with our compensation philosophy and principals to drive shareholder value creation.

 

*

Including stock price performance for RSUs.

 

(1)	This chart does not include Mr. Roueche given his limited role as interim CFO, which commenced on December 3, 2019.

2020 PROXY STATEMENT				7

FLOWSERVE 2.0

2022 PROXY STATEMENT      6

Back to ContentsTHE TRANSFORMATION —

THIS IS FLOWSERVE

Our Purpose, Values and Behaviors

A significant launching pointAround the world, Flowserve is striving to fulfill our purpose – to create extraordinary flow control solutions to make the world better for oureveryone. To help solve the biggest flow-control challenges, customers worldwide rely on the product lines, engineering, project management, and service expertise of Flowserve 2.0 Transformation was to putthat dates back more than 200 years. We have developed a strategy on a foundation in place for our organization by establishing our purpose andof six core values. In 2019, we expanded this foundation to include our seven behaviors. Our purpose, values and seven key behaviors were all created by a cross-functional, global groupthat are at the root of employees.everything we do as an organization in pursuit of this purpose.

2022 PROXY STATEMENT      7

Back to Contents

THIS IS FLOWSERVE

Our 3D Growth Strategy

Our strategy of supporting energy transition through our efforts to Diversify, Decarbonize, and Digitize – our 3D Growth Strategy – supports and aligns directly with our purpose.

Diversify  Today, Flowserve is meaningfully levered to oil and gas in each of our divisions. We have decades, if not centuries, of experience and expertise serving other infrastructure markets within flow control. Our Purpose goal now is to aggressively re-engage our offerings with market participants in areas like water, specialty chemical and other general industries where we maintain strong capabilities, and to support our customers’ energy transition efforts across industries. While we remain fully committed to supporting our oil and gas customers today and into the future, our Diversify strategy is focused on increasing our exposure to the end markets offering long-term outsized growth potential. The reason why we come to work everyday

Our Values The guiding principles As an example of our successful Diversification approach, Flowserve SIHI-brand vacuum pumps were recently deployed in one of the world’s largest producers of thin film photo voltaic solar panel modules for how we achieve our Purpose

Our Behaviors The steps we take to ensure our actions are helping us achieve our Values and our Purpose

solar energy production, enabling over 11 gigawatts of clean power generation.

Decarbonize

				We recognize that governments and corporations around the globe are increasingly focused on addressing the effects of climate change and implementing efforts to reduce greenhouse gas emissions. In addition to our own efforts to reduce carbon emissions in our operations, many of our current products and services can be utilized in many aspects of our customers’ carbon reduction efforts. In addition, we believe that through continued technology investment and new product development, our capture rate of this expanding opportunity will continue to grow. Our new Energy Advantage program provides offerings to help customers’ energy transition efforts in three key areas – energy efficiency, carbon reduction, and operational cost mitigation. As an example of our decarbonization strategy, Flowserve was recently selected as the sole supplier of flare gas recovery systems for five U.S. Gulf coast petrochemical facilities. These systems will reduce toxic volatile organic compounds in the air by an estimated 5,600 tons annually.
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FLOWSERVE 2.0

THE TRANSFORMATION –Our FocusDigitize

We have approached the Flowserve 2.0 Transformation with a focus on four key areas that are integral to our success – People, Process & Technology, Customer, and Finance.

THIS IS FLOWSERVE 2.0

THE TRANSFORMATION – Our Corporate & Social Responsibility

Our ESG Programs & Initiatives

Guided by our values, we aim to create extraordinary flow control solutions to make the world better for everyone. We operateOne of the ways we strive to make the world a better place is through our commitment to environmental, social and governance (ESG) issues, both in our own operations and in the operations of our suppliers and our customers who rely on our products to improve the world around us.

Our governance practices that are consistent with our high standards of ethics, integrity and transparency in all our stakeholder relationships, including attracting and retaining world-class leadership talent by investing in their professional development and providing them with challenging and rewarding opportunities for personal growth, obtainingpromoting high standards of corporate citizenship by protecting the health and safety of our employees, and safeguardingworking to safeguard the environment and communities where we do business. With executive-level participation and Board oversight of the program, sustainability hasour programs and initiatives, ESG issues have top-down support and isare a company-wide priority.

During 2021, in an effort to increase transparency for our stakeholders regarding our sustainability program, we published our 2020 ESG Report with the SASB Industrial Machinery and Goods Reporting Standard, the TCFD Reporting Format, and the GRI Reporting Index.

		Marketplace – PurposeSustainable Operations Flowserve moves, controls and protects the flow of materials in the world’s most critical industries, including oil & gas, renewable energy, chemicals, power generation, and water. Customers worldwide rely on our product lines, engineering, project management and service expertise to help solve the biggest flow control challenges.

		Workplace – Our Values We lived our values throughout 2019 through programs like safety week, providing enterprise leadership development and empowerment training, investing in research and development, the launch of our new code of conduct, and the implementation of process improvements, including Flowserve Lean Systems, our Zero Defects program, and manufacturing intelligence and integration.

		Community – Flowserve Cares Flowserve Cares is our new community impact program that takes a global approach to the way we serve our communities, including through monetary donations, in-kind contributions and volunteerism supporting local organizations in the communities where our employees and customers live and work. Flowserve Cares focuses on at-risk youth, STEM programs and education, disaster recovery and local community-related issues. To date, we have supported more than 100 non-profit organizations globally.

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FLOWSERVE 2.0  •Engagement with Shareholders

PROPOSAL ONE  •Required Vote and Recommendation

PROPOSAL ONE:

ELECTION OF DIRECTORS

The Company’s Board currently consists of eleventen directors. Rick J. Mills will retire fromRoger L. Fix is approaching the Board effective as of the Annual MeetingBoard’s retirement age and is therefore not nominated for reelection. In addition, Joe E. Harlan has decided notreelection at the Annual Meeting. The Board thanks Mr. Fix for his dedicated service to stand for reelection. the Company, including his previous leadership as Independent Chairman.

All of the director nominees listed below were previously elected by shareholders at the 20192021 Annual Meeting, other than Sujeet Chand, who was appointed to the Board in December 2019.Meeting. Upon Mr. Mills’Fix’s retirement and Mr. Harlan’s departure,at the Annual Meeting, the Board will reduce the number of directors to nine. Accordingly, the Board has nominated nine directors to serve aone-year term until the 20212023 annual meeting of shareholders or until their successors have been elected and qualified. Biographical information for each nominee is provided below under the heading “Board of Directors—Biographical Information—Nominees to Serve an Annual Term Expiring at the 20212023 Annual Meeting of Shareholders.”

Required Vote and Recommendation:

The table below summarizes the key qualifications and areas of expertise that led our Board to nominate these individuals.

Roberts Rowe Chand Chandy Delly Friedery Garrison McMurray Taylor Manufacturing / Operations ● ● ● ● ● ● ● Industry / Product Knowledge ● ● ● ● Multinational Operations ● ● ● ● ● ● ● ● ● Financial / Accounting ● ● ● ● ● ● Product Innovation / R&D ● ● Energy / Alternative Energy Markets ● ● ● ● ● ● ● ● Supply Chain ● ● ● ● ● ● ● HR / Talent Development ● ● ● ● ● ● ● Mergers & Acquisitions ● ● ● ● ● ● ● Corporate Strategy / Governance ● ● ● ● ● ● ● ● ● Manufacturing/ Operations Industry/Product Knowledge Multinational Operations Financial/Accounting Product Innovation/R&D Energy/Alternative Energy Markets Supply Chain HR/Talent Development Mergers & Acquisitions Corporate Strategy/ Governance             Fix    Rowe   Chand   Chandy   Delly   Friedery   Garrison   McMurray   Roberts  Manufacturing / Operations 🌑 🌑 🌑 🌑 🌑 🌑 🌑 Industry / Product Knowledge 🌑 🌑 🌑 🌑 🌑 Multinational Operations 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 Financial / Accounting 🌑 🌑 🌑 🌑 Product Innovation / R&D 🌑 🌑 Energy / Alternative Energy Markets 🌑 🌑 🌑 🌑 🌑 🌑 Supply Chain 🌑 🌑 🌑 🌑 🌑 HR / Talent Development 🌑 🌑 🌑 🌑 🌑 🌑 Mergers & Acquisitions 🌑 🌑 🌑 🌑 🌑 🌑 🌑 Corporate Strategy / Governance 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 🌑 ✔ Manufacturing/ Operations Industry/Product Knowledge Multinational Operations Financial/ Accounting Product Innovation/R&D Energy/Alternative Energy Markets Supply Chain HR/Talent Development Mergers & Acquisitions Corporate Strategy/Governance ü The Board recommends that you vote ““FOR”FOR” the election of all nominees to serve as directors.           2020 PROXY STATEMENT          13 PROPOSAL ONE  •2022 PROXY STATEMENT      14 Back to Contents Board of Directors — Biographical Information Board of Directors — Biographical Information Nominees to Serve an Annual Term Expiring at the 20212023 Annual Meeting of Shareholders David E. Roberts   Roger L. Fix Independent Chair since:since: May 20172021   Director since: Apr. 2006 Nov. 2011   Age: 6661   Board Committees: • N/A   Current Public Company Directorships: • Thermon Group Holdings, Inc. •None   Commercial Vehicle Group, Inc.   Past Public Company Directorships: • Standex International CorporationPenn West Exploration Employment History   • Gavilan Resources, LLC, a private company formed in partnership with Blackstone focused on oil and natural gas development and production opportunities in South Texas | Chief Executive Officer (2017 – retirement in 2020). Gavilan filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in May 2020. • Standex International Corporation,Penn West Exploration, publicly traded diversified manufacturinga Canadian oil and gas exploration and production company | President and ChiefCEO (2013 – 2016) • Marathon Oil Corporation, an independent upstream company with international operations in exploration and production, oil sands mining and integrated gas | Executive Officer (2003 — retirement in 2014) •Standex International Corporation |Vice President and Chief Operating Officer (2001 — 2002)(2011 – 2012) • •Outboard MarineMarathon Oil Corporation | other key management positions, including Executive Vice President in charge of Marathon’s worldwide upstream operations and Senior Vice President of business development (2006 – 2011) • BG Group, marine manufacturingan integrated natural gas company | Chief Executive Officer and President (2000 — 2001)various leadership roles (2003 – 2006) • •Outboard MarineChevron Corporation | Chief Operating Officer and President (during 2000)advisor to the Vice Chairman (2001 – 2003)   •John Crane Inc.,global manufacturer of mechanical seals for pump and compressor applications | Chief Executive Officer (1998 — 2000) •John Crane Inc. | President — North America (1996 — 1998) •Xomox Corporation,manufacturer of process control valves and actuators | President (1993 — 1996) •Reda Pump Company,manufacturer of electrical submersible pump systems for oil production | most recently as Vice President and General Manager/Eastern Division (1981 — 1993)    Other Public Company Directorships     •Thermon Group Holdings, Inc.,global industrial process heating solutions provider | Director (2019 — Present) •Commercial Vehicle Group, Inc.,global supplier of cab systems in heavy-duty truck, construction and agricultural markets | Director (2014 — Present) •Standex International Corporation | Director (2001 — 2017) •Standex International Corporation, | Non-Executive Board Chairman (2014 — 2016)     Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve   We believe that Mr. FixRoberts is well qualified to serve as a director due to his executive leadership experience, including with John Crane Inc.strong international operations background, business development experience and other competitor companies, which provides extensive knowledge of and experience in the Company’s products and valuableenergy industry. This provides Mr. Roberts with a unique insight into the competitive landscape for flow control products. In addition to his board experience, Mr. Fix also has international operations experienceCompany’s operational challenges and corporate development expertise.opportunities and its end-markets and customer needs.                             R. Scott Rowe Director since: Apr. 2017   Age: 4951   Board Committees: • N/A   Current Public Company Directorships: • None   Past Public Company Directorships: • None Employment History   • •FlowserveCorporation | President, Chief Executive Officer (2017 — Present) • •Cameron Group of Schlumberger Ltd.,an oil and gasoilfield services cocompany. | President (2016 — 2017) • •Cameron International Corporation,an oil and gasoilfield services cocompany. | President, Chief Executive Officer (2015 — 2016) • •Cameron International Corporation | President, Chief Operating Officer (2014 — 2015) • •OneSubsea, a joint venture established by Cameron and Schlumberger | Chief Executive Officer (2014) • •Subsea Systems,a division of Cameron | President (2012 — 2014) • •Cameron International Corporation | President of the Engineered and Process Valves division (2010 — 2012)     Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Mr. Rowe is well qualified to serve as a director due to his position as the Company’s President and Chief Executive Officer, which enables him to provide the Board with intimate knowledge of the Company’s day to dayday-to-day operations.                                   Manufacturing/ Operations Industry/Product Knowledge Multinational Operations Multinational Operations Financial/Accounting Product Innovation/R&D Energy/Alternative Energy Markets Supply Chain Supply Chain HR/Talent Development HR/Talent Development Mergers & Acquisitions Corporate Strategy/ Governance   2022 PROXY STATEMENT      15 Back to Contents 14Sujeet Chand          2020 PROXY STATEMENT PROPOSAL ONE  •Board of Directors — Biographical Information   Sujeet Chand Director since: Dec. 2019   Age: 6264   Board Committees: • Audit • Finance & Risk   Current Public Company Directorships: • Proto Labs, Inc. •   Veeco Instruments Inc.   PastDirectorships:Past Public Company Directorships: • None Employment History   • •Rockwell Automation, Inc.,industrial automation manufacturer | Senior Vice President and Chief Technology Officer (2005 — Present)– retirement in 2021) • •Rockwell Automation, Inc. | Other senior leadership roles (2001 —– 2005) • •XAP Corporation,an education technology company | Chief Operating Officer (2000 —– 2001) • •Rockwell Scientific Company,a subsidiary of Rockwell International | Head of research and development (1988 —– 2000)       Other Current Public Company Directorships   • •Proto Labs, Inc.,global digital manufacturer | Director (2019 —(2017 – Present) • Veeco Instruments Inc.,manufacturer of semiconductor process equipment | Director (2021 – Present)     Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Mr. Chand is well qualified to serve as a director due to his technology and innovation experience as well as his electrical engineering background. Additionally, Mr. Chand has valuable multinational executive leadership and manufacturing experience from Rockwell Automation and XAP Corporation.                                   Ruby R. Chandy Director since: May 2017   Age: 5860   Board Committees: • Finance & Risk — Chair • OrganizationCorporate Governance & CompensationNominating   Current Public Company Directorships: • DuPont de Nemours, Inc. •   Thermo Fisher Scientific Inc. AMETEK, Inc.   PastDirectorships:Past Public Company Directorships: • IDEX Corporation •  AMETEK, Inc. Employment History   • •Pall Corporation,a leading supplier of filtration, separation, and purification technologies | President of the Industrial Division (2012 —– retirement in 2015) • •The Dow Chemical Company,a multinational chemical corporation | Managing Director, Vice President of Dow Plastics Additives unit (2011 —– 2012)       Other Current Public Company Directorships     • Thermo Fisher Scientific Inc.,a multinational science and technology corporation | Director (2022 – Present) • DuPont de Nemours, Inc.,a multinational chemical corporation | Director (2019 —– Present) •AMETEK, Inc.,a manufacturer of electronic instruments and electromechanical devices | Director (2013 — Present) •IDEX Corporation,a designer and manufacturer of fluidics systems and specialty engineered products | Director (2006 — 2013)     Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Ms. Chandy is well qualified to serve as a director due to her executive management experience, marketing and strategy skills, relevant experience in industrial companies, extensive engineering and management education, broad international business and financial experience and enterprise risk oversight experience.                                        Manufacturing/ Operations Industry/Product Knowledge Multinational Operations Multinational Operations Financial/Accounting Product Innovation/R&D Energy/Alternative Energy Markets Supply Chain Supply Chain HR/Talent Development HR/Talent Development Mergers & Acquisitions Corporate Strategy/ Governance   2022 PROXY STATEMENT      16 Back to Contents 2020 PROXY STATEMENT          15 PROPOSAL ONE  •Board of Directors — Biographical Information Gayla J. Delly Director since: Jan. 2008   Age: 6062   Board Committees: • Organization & Compensation • Corporate Governance & Nominating   Current Public Company Directorships: • National Instruments, Inc. •   Broadcom Ltd.Inc.   Past Public Company Directorships: • Power One, Inc. Employment History   • •Benchmark Electronics Inc., aa contract provider of manufacturing, design, engineering, test and distribution to computer, medical device, telecommunications equipment and industrial control manufacturers| President and Chief Executive Officer (2012 —– retirement in 2016) • •Benchmark Electronics Inc. | President (2006 —– 2011) • •Benchmark Electronics Inc. | Vice President and Chief Financial Officer (2001 —– 2006) • •Benchmark Electronics Inc. | Corporate Controller and Treasurer (1995 —– 2001) • •Ms. Delly is a certified public accountant.       Other Current Public Company Directorships     • •National Instruments, Inc.,a leader in software-defined automated test and automated measurement systems | Director (2020 – Present) • •Broadcom Ltd.Inc.,a designer,,developer and global supplier of semiconductor devices | Director (2017 —– Present) •Power One, Inc.,a designer and manufacturer of power conversion products | Director (2005 —2008)     Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Ms. Delly is well qualified to serve as a director due to her international manufacturing experience, with a specific focus on engineering and technology in emerging markets, including Asia and Latin America, which provides valuable insight into the Company’s operations and assists in identifying product portfolio opportunities. In addition to her board experience, Ms. Delly has valuable executive leadership experience and financial expertise gained from her time with Benchmark Electronics Inc.                                   John R. Friedery Director since: Aug. 2007   Age: 6365   Board Committees: • Corporate Governance & Nominating — Chair • AuditFinance & Risk   Current Public Company Directorships: • None   Past Public Company Directorships: • None Employment History   • Since 2010, Mr. Friedery has provided strategic and management consulting services to the packaging and other manufacturing industries. • Ball Corporation,a provider of metal and plastic packaging for beverages, foods and household products, and of aerospace and other technologies services | Senior Vice President; President, Metal Beverage Packaging, Americas and Asia (2008 —– 2010) • •Ball Corporation | Chief Operating Officer, Packaging Products Americas (2004 —– 2007) • •Ball Corporation | President, Metal Beverage Container operations (2000 —– 2004) • •Ball Corporation | Other senior leadership roles (1988 —– 2000) • •Dresser/Atlas Well Services | Field operations (prior to 1988) • •Nondorf Oil and Gas | In operations, exploration and production (prior to 1988)   •  Since 2010, Mr. Friedery has provided strategic and management consulting services to the packaging and other manufacturing industries Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Mr. Friedery is well qualified to serve as a director due to his extensive operational experience with an international industrial manufacturing focus, which provides a global business perspective and a deep understanding of the Company’s industry,end-markets and strategic focus. Mr. Friedery also has experience with renewables and sustainability expertise gained from his service with Ball Corporation.                              Manufacturing/ Operations Industry/Product Knowledge Multinational Operations Multinational Operations Financial/Accounting Product Innovation/R&D Energy/Alternative Energy Markets Supply Chain Supply Chain HR/Talent Development HR/Talent Development Mergers & Acquisitions Corporate Strategy/ Governance   2022 PROXY STATEMENT      17 Back to Contents 16          2020 PROXY STATEMENT PROPOSAL ONE  •Board of Directors — Biographical Information John L. Garrison Director since: Nov.Oct. 2018   Age: 5961   Flowserve’s Board Committees: • Organization & CompensationCompensation—Chair • Corporate Governance & Nominating   Current Public Company Directorships: • Terex Corporation   Past Public Company Directorships: • NoneAzurix Corporation   Employment History   • •Terex Corporation,a worldwide manufacturer of lifting and material handling solutions | President and Chief Executive Officer (2015 —– Present) • •Bell Helicopter,a segment of Textron, Inc., and an aerospace manufacturer | President and Chief Executive Officer (2009 – 2015)       Other Current Public Company Directorships     • •Terex Corporation | Chairman of the Board (2018 —– Present)     Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Mr. Garrison is well qualified to serve as a director due to his strong manufacturing, international operations and leadership experience gained through his various executive and board leadership roles. In addition, Mr. Garrison is currently leading an operational transformation at Terex Corporation that began in 2016 and has similar elements to the Company’s Flowserve 2.0 Transformation program. This experienceroles, which provides Mr. Garrisonhim with unique insights into the current climate the Company faces and the significant focus required by the Company to implement the Flowserve 2.0 Transformation.as a manufacturer with a large international footprint.                              Michael C. McMurray Director since: Oct. 2018   Age: 5557   Board Committees: • Audit—Chair • FinanceOrganization & RiskCompensation   Current Public Company Directorships: • None   PastDirectorships:Past Public Company Directorships: • None Employment History   • •LyondellBasell,a global plastics, chemicals and refining company | Executive Vice President and Chief Financial Officer (2019 —– Present) • •Owens Corning,a global manufacturer of insulation, roofing and fiberglass composites | Senior Vice President and Chief Financial Officer (2012 —– 2019) • •Owens Corning | Vice President and Finance Leader of Owens Corning’s Building Materials Group (2011 —– 2012) • •Owens Corning | Vice President, Investor Relations and Treasurer (2008 —– 2011) • •Royal Dutch Shell | various leadership roles (1987 —– 2008)     Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Mr. McMurray is well qualified to serve as a director due to his extensive knowledge of global industrial manufacturing, the Company’s end markets and the financial markets, which provides valuable insight into the strategic decisions to capitalize on the Company’s growth opportunities. Additionally, Mr. McMurray has valuable multinational executive leadership and financial expertise at LyondellBasell, Owens Corning, and Royal Dutch Shell.                              Manufacturing/ Operations Industry/Product Knowledge Multinational Operations Multinational Operations Financial/Accounting Product Innovation/R&D Energy/Alternative Energy Markets Supply Chain Supply Chain HR/Talent Development HR/Talent Development Mergers & Acquisitions Corporate Strategy/ Governance   2022 PROXY STATEMENT      18 Back to Contents 2020 PROXY STATEMENTCarlyn R. Taylor          17 PROPOSAL ONE  •Board of Directors — Biographical Information   David E. Roberts Director since: Nov. 2011Aug. 2020   Age: 5953   Flowserve’s Board Committees: • Organization & Compensation—ChairAudit • Finance & Risk   Current Public Company Directorships: • None   PastDirectorships:Past Public Company Directorships: • Penn West ExplorationNone Employment History   • •Gavilan Resources, LLC,FTI Consulting, Inc.,a private company formed in partnership with Blackstone focused on oil and natural gas development and production opportunities in South Texasglobal business advisory firm | Chief Executive Officer (2017 — Present) •Penn West Exploration,a Canadian oilCorporate Finance Global Co-Leader and gas explorationglobal leader of Business Transformations and production companyTransactions practice (2016 – present) • FTI Capital Advisors,an investment banking subsidiary of FTI Consulting | President and CEO (2013 — 2016)Chairperson (2017 – present) • •Marathon Oil Corporation,an independent upstream company with international operations in exploration and production, oil sands mining and integrated gas | Executive Vice President and Chief Operating Officer (2011 — 2012) •Marathon Oil CorporationFTI Consulting, Inc. | other key management positions, including Executive Vice President in chargevarious roles of Marathon’s worldwide upstream operations and Senior Vice President of business development (2006 — 2011)increasing responsibility (2002 – 2016) • •BG Group,PwC,an integrated natural gas companya global accounting firm | various leadership roles, (2003 — 2006)including partner, senior manager and staff consultant (1990 – 2002)   •Chevron Corporation | advisor to the Vice Chairman (2001 — 2003)    Other Public Company Directorships     •Penn West Exploration | Director (2013 — 2016) ��   Specific Experience, Qualifications, Attributes and Skills Relevant to Flowserve     We believe that Mr. RobertsMs. Taylor is well qualified to serve as a director due to his executive leadershipher extensive background in corporate strategy, finance and accounting, most notably leveraging her expertise in capital allocation strategies and capital markets to help businesses spearhead transformative initiatives, as well as her experience strong international operations background, business development experience and extensive knowledgeserving on the board of and experience in the energy industry. This provides Mr. Roberts with a unique insight into the Company’s operational challenges and opportunities and itsend-markets and customer needs.directors of various privately-owned startups.                                   Manufacturing/ Operations Industry/Product Knowledge Multinational Operations Multinational Operations Financial/Accounting Product Innovation/R&D Energy/Alternative Energy Markets Supply Chain Supply Chain HR/Talent Development HR/Talent Development Mergers & Acquisitions Corporate Strategy/ Governance 18          2020 PROXY STATEMENT 2022 PROXY STATEMENT      19 Back to Contents THE BOARD AND COMMITTEES• Role of the Board; Corporate Governance Matters THE BOARD AND COMMITTEES Role of the Board; Corporate Governance Matters The Board oversees the CEO and other senior management in the competent and ethical operation of the Company on aday-to-day basis and to help confirm that our shareholders’ best interests are served. In its efforts to satisfy this duty, our Board has adopted Corporate Governance Guidelines (“Guidelines”). Our Guidelines, as well as other corporate governance documents, such as the Company’s Code of Conduct for employees and directors and an additional Code of Ethics for directors, are available on the Company’s website atwww.flowserve.comir.flowserve.com under the “Investors—Corporate Governance”“Corporate Governance—Documents & Charters” caption. The table below highlights some of the Company’s investor friendly governance practices. Director Elections Board Operations Shareholder Rights ✓ ✓Annual elections for full Board by majority vote (in uncontested elections) ✓ ✓Resignation policy if a majority vote is not received (in uncontested elections) ✓ ✓Director retirement age policy of 72 ✓ ✓Stock ownership requirements for directors (5x annual cash retainer) ✓ ✓Independent board chair ✓ ✓Annual Board and committeeCommittee evaluations ✓ ✓Board committees composed of 100% independent directors ✓ ✓ Shareholder rightRight to call a special meeting ✓ Right to act by written consent ✓ ✓ Shareholder proxyProxy access right ✓ ✓No poison pill ✓ ✓Annual “Say on Pay” vote ✓ No supermajority voting requirements The Board, through the CG&N Committee, regularly reviews developments in corporate governance and best practices and modifies the Guidelines, committee charters and key practices as necessary. For example, given the increasing importance of ESG matters to our long-term strategy and to our shareholders, we recently amended the charter of the CG&N Committee to specifically provide for oversight over our ESG programs and initiatives. The Board also works with management to develop the Company’s long-term strategy. The Board dedicates one full meeting per year solely to our long-term strategy, in which the Board receives updates from management and discusses the progress made, challenges encountered and future plans to continue implementing our strategic priorities. At each quarterly meeting of the Board, management also provides additional updates on our strategic priorities based on particular focus areas, including our business platforms, culture and organizational health, regulatory and legal risk, operations, and climate change and sustainability. Our approximately 16,000 associates around the globe are a critical component of our ability to execute on our strategy. Accordingly, the Board continually monitors and assesses our human capital management, principally in the areas of workplace health and safety, employee engagement, compensation and benefits and training, development and ethics. Each year, our associates complete an annual ethics training on our Code of Conduct and participate in “Integrity & Compliance Week” and “Safety Week” to help further emphasize the ongoing training that our associates receive. We also conduct annual employee engagement surveys to solicit feedback and input directly from our associates and, based on the results of our surveys, management and the Board work together to create additional action plans as appropriate. Board Operations Board Leadership Structure and Risk Oversight We have separated the positions of Chairman of the Board and CEO since 2005. David E. Roberts, who succeeded Roger L. Fix as the Company’s current Non-Executive Chairman of the Board in May 2021, presides over the meetings of the Board, including executive sessions of the Board where only non-employee directors are present. HeAmong the wide range of other duties as Chairman of the Board, he reviews and approves the agendas for Board meetings, among his other duties as Chairmanpresides over meetings and executive sessions of the Board.Board of Directors, briefs the CEO on issues and concerns arising in the executive sessions of the Board, facilitates communication between the independent directors and management, coordinates periodic Board input and review of management’s strategic plan for the Community, and leads the Board’s review of the succession plan for the CEO and other key executives. He also serves as an alternate member for all Board committees. Mr. Fixcommittees, and strives to attend as many committee meetings as possible. More information on what is expected of our Non-Executive Chairman can be found on the investor relations portion of our website at 2022 PROXY STATEMENT      20 Back to Contents ir.flowserve.com under the heading “Investors—Corporate Governance—Documents & Charters—Role and Responsibilities of Non-Executive Chairman of the Board.” We believe that separating the positions of Chairman of the Board and CEO is appropriate for the Company at this time because it places an independent director in a position of leadership on the Board.Board and allows the Chairman to focus on oversight of corporate governance matters, while enabling our CEO to focus on leading the Company and managing the business on a day-to-day basis. We believe this independent leadership and the Non-Executive Chairman’s authority to call meetings of the non-employee directors adds value to our shareholders by facilitating a more efficient exercise of the Board’s fiduciary duties and best enables the Board to effectively manage our businesses, risks, opportunities and affairs in the best interests of our shareholders. We also believe the Non-Executive Chairman further enhances independent oversight by being responsible for establishing the Board’s annual schedule and collaborating with the CEO on the agendas for all Board meetings. The separation of Chairman and CEO also allows the Non-Executive Chairman to provide support and advice to the CEO, reinforcing the reporting relationship and accountability of the CEO to the Board. In addition, each of the members of the Board actively participate in overseeing management including by actively participating in each Board and Committee meeting held throughout the year. Risk Oversight The Board and its Committees exercise their risk oversight function by carefully evaluating the reports they receive from management and by making inquiries of management with respect to areas of particular interest to the Board. The Board and its Committees oversee senior management’s policies and procedures in assessing and addressing risk areas that fall within the scope of the Board’s and the Committees’ respective areas of oversight responsibility, as further detailed in the Board Committees section below. The Board and management frequently discuss the long-term strategy of the Company. The Board is regularly informed through committeeCommittee reports of each committee’sCommittee’s activities in overseeing risk management. Meeting Attendance Board meetings.meetings There were tennine meetings of the Board during the year ended December 31, 2019.2021. Executive sessions ofnon-employee directors are normally held at each regular Board meeting and are presided over by our independent Chairman of the Board, Mr. Fix, or, in the Chairman’s absence, by the Chairman of the CG&N Committee. During the year ended December 31, 2019,2021, each Director nominee attended more than 75% in the aggregate100% of the total number of meetings of the Board and at least 86% of eachthe total number of meetings of the Board committees on which he or she served while he or she has been a director or committee member. 2020 PROXY STATEMENT          19 Shareholder meetings THE BOARD AND COMMITTEES  •Board Operations Shareholder meetings.Board members are expected to attend the Company’s annual meetingsAnnual Meetings of shareholders. All ten directors then serving attendedthen-serving were in attendance at the 2019 annual meeting.Company’s 2021 Annual Meeting. Communicating with the Board Shareholders and other interested parties may communicate with the Board directly by writing to:Non-Executive Chairman of the Board, c/o Flowserve’s Corporate Secretary, Flowserve Corporation, 5215 N. O’Connor Blvd., Suite 2300,700, Irving, Texas 75039. All such communications will be delivered to our chairman, Mr. Fix. These communications are reviewed by the Corporate Secretary to determine whether it is appropriate for presentation to the Board or such director. The purpose of this screening is to avoid having the Board consider irrelevant or inappropriate communications (such as advertisements, solicitations, and product inquiries). All relevant communications are then delivered to our Chairman. Board Composition What We Look For in Directors The identification and evaluation of director candidates begins with the Guidelines, which establish the criteria for Board membership. As a starting point under the Guidelines, all prospective Board members must, for example, adhere to the 2022 PROXY STATEMENT      21 Back to Contents highest standards of integrity and ethics, a broad strategic view, demonstratedexercise diligent and constructive oversight of the Company’s business, risk profile and strategy, demonstrate relevant and successful career experience, display a global business perspective, and possess the time to responsibly perform all director duties and effectively represent the interests of the shareholders. In addition, we believe that Board members should have varied professional expertise in areas relevant to the Company. In this regard, our director nominees bring a wide array of qualifications, skills and attributes to our Board of Directors that support its oversight role on behalf of the shareholders. The table on page 1314 summarizes the key qualifications and areas of experience that led our Board to nominate these individuals. The Guidelines further articulate the Board’s firm belief that the Board’s members should also have a diversity of backgrounds, which we view holistically. In evaluating diversity of backgrounds, the Board considers individual qualities and attributes, such as educational background, professional skills, business experience and cultural viewpoint, as well as more categorical diversity metrics, such as race, age, gender and nationality. This consideration is implemented through the selection process for director nominees, and the Board assesses its effectiveness in promoting diversity through an annual self-assessment process that solicits feedback concerning the appropriateness of the Board’s diversity, among other critical performance factors. The Board also perodically reviews the tenure of each Board member, at least on an annual basis. We strive to maintain an appropriate balance of age and tenure on the Board with a mix of directors who have a long and deep understanding of our business and directors who bring new and fresh skills, perspectives and experience to the Board. In line with this philosophy, since 2017 we have added five new directors to our Board. Director Recruitment Process The CG&N Committee considers various potential director candidates who may come to the attention of the CG&N Committee through current Board members, professional search firms, shareholders or other persons. The CG&N Committee generally retains a national executive-recruiting firm to research, screen and contact potential candidates regarding their interest in serving on the Board, although the CG&N Committee may also use less formal recruiting methods. Mr. Chand was recommended to the Board by a third party search firm. All identified candidates, including shareholder-recommended candidates, are evaluated by the CG&N Committee using generally the same methods and criteria, although those methods and criteria may vary from time to time depending on the CG&N Committee’s assessment of the Company’s needs and current situation. Director IndependenceEvaluation Process  We believe that a robust Board evaluation and feedback process helps to promote the effectiveness of our Board and Committees and encourages our Board members, individually and collectively, to continually improve in their roles and responsibilities. Our Board evaluation process is led by an independent member of the Board, the Chair of the CG&N Committee, who engages independent external advisors each year to assist in compiling the results of the evaluations submitted by the members of the Board and to provide additional perspective on effectively responding to the evaluations and feedback received. Our annual evaluation process typically begins with a self-assessment in which each independent member of the Board provides a performance rating for a series of questions in several key categories, including the structure, process and resources of the Board, effectiveness of the Committees of the Board, and management of the Company. Each independent member of the Board is also required to complete a peer evaluation of each other independent member of the Board (other than the Chairman, who is evaluated separately). Alternatively, for 2021, the Chair of the CG&N Committee engaged a third-party consulting service to provide training to the Board on board best practices as well as to conduct the Board’s self-evaluation and peer evaluation process for 2021. With facilitation from the third-party consultant, the Board engaged in a robust process consisting of self- and peer evaluations, interviews on strengths and weaknesses of the Board, its committees, and its and their members, and workshops and training on board development, best practices, and behaviors. Each member of the Board is also required to complete a Chairman evaluation to provide feedback on the performance and contributions of the Chairman of the Board. The Chairman evaluation requires each member of the Board to rate the Chairman’s performance in a dozen key areas and also provides an opportunity to provide open feedback on the performance of the Chairman of the Board. 2022 PROXY STATEMENT      22 Back to Contents Each member of the Board is also required to complete an evaluation of our Chief Executive Officer’s performance. While our Chief Executive Officer is a member of the Board, his evaluation is focused on his performance as a member of management and not as a member of the Board. Once the Chairman and Chief Executive Officer evaluations were complete for 2021, the results were compiled by an independent external advisor, anonymized, and provided to the CG&N Chair, who then discussed the results of the process with the CG&N Committee, and the full Board, at their February meeting and were considered by the CG&N Committee and the Board when setting CEO compensation and engaging in director development, strategy, and governance. Director Independence  The Guidelines make clear that all members of the Board (other than our CEO) should be independent under the New York Stock Exchange (“NYSE”) listing standards. Under these standards, only those directors whoas well as under the independence standards further established by the Board within the Guidelines. To be “independent” a director must have no material relationship (whether commercial, industrial, banking, consulting, accounting, legal, charitable or familial, excluding their present directorship) with the Company (except in his or her roleany of its consolidated subsidiaries, either director, or as a director) are deemed independent. Thepartner, shareholder or officer of an organization that has a relationship with the Company. Under these standards, the Board has determined that each of David E. Roberts, Sujeet Chand, Ruby R. Chandy, Gayla J. Delly, John R. Friedery, John L. Garrison, Michael C. McMurray, and Carlyn R. Taylor (all of our current directors other than R. Scott Rowe, the Company’s President and Chief Executive Officer, each of our current directors and director nominees set forth above meetsOfficer) meet the independence standards set forth in the NYSE corporate governance listing standards. In addition, Leif E. Darnerthe Board determined that Roger L. Fix, who was independentnot nominated for reelection due to the proximity to his retirement, met the independence standards set forth in the NYSE corporate governance listing standards during the period he servedhis service on the Board.Board since the Company’s last Annual Meeting. How Shareholders Can Recommend a Candidate A shareholder desiring to recommend a candidate for election to the Board should submit a written notice, as required by the Company’sBy-laws, By-Laws, including the candidate’s name and qualifications, to our Corporate Secretary, who will refer the recommendation to the CG&N Committee. The CG&N Committee may require any shareholder-recommended 20          2020 PROXY STATEMENT THE BOARD AND COMMITTEES  •Board Composition candidate to furnish such other information as may reasonably be required to determine the eligibility of such recommended candidate or to assist in evaluating the recommended candidate, including a Director and Officer Questionnaire. Under the proxy access provisions of ourBy-laws, By-Laws, eligible shareholders and/or shareholder groups also are permitted to include shareholder-nominated director candidates in our proxy materials. Additional details about the requirements for including shareholder-nominated director candidates in our proxy materials are set forth under “General Voting and Meeting Information—Shareholder Proposals and Nominations” below. 2022 PROXY STATEMENT      23 Back to Contents Board Committees The Board maintains an Audit Committee, a Finance and Risk Committee (“F&R Committee”), a Corporate Governance and Nominating Committee, and an Organization and Compensation Committee (“O&C Committee”). Only independent directors are eligible to serve on Board committees. Each committee has authority to engage legal counsel or other experts or consultants as it deems appropriate to carry out its responsibilities and is governed by a written charter, which is available on the investor relations portion of the Company’s website atwww.flowserve.comir.flowserve.com under the “Investors—Corporate“Corporate Governance—Documents & Charters” caption. Audit Committee Primary Oversight Responsibilities Committee Chair: Michael C. McMurray(1)   Members:Members(2): Sujeet Chand(2)(3) JohnRoger L. Fix(4) Carlyn R. FriederyTaylor(3)(5) Joe E. Harlan Rick J. Mills   87 Meetings in 20192021 • •Oversee financial reporting process, including the integrity of Company financial statements and compliance with legal and regulatory requirements • •Oversee financial performance and reporting, the Company’s independent auditor and internal audit function, and regulatory activities • •Oversee the Company’s integrity and compliance program • •Review and discuss the process of Board and Board committees oversight of senior management’s risk management responsibilities • •Appoint independent auditor • •Prepares Audit Committee report for this proxy statement

The Board has determined that all members of the Audit Committee met the applicable independence standards under the SEC rules and NYSE listing standards. (1) Gayla J. Delly served as the chair of the Audit Committee until May 2019 when Mr. McMurray was appointed asmeet the chairapplicable independence standards under the SEC rules and NYSE listing standards, and that all members are financially literate within the meaning of the Audit Committee. NYSE listing standards. (1) The Board has determined that Mr. McMurray qualifies as an audit committee financial expert under the SEC rules and that all members ofrules. (2) John R. Friedery served on the Audit Committee are financially literate within the meaning of the NYSE listing standards.until August 9, 2021. (2)(3) The Board has determined that Mr. Chand was appointed toqualifies as an audit committee financial expert under the SEC rules. (4) Mr. Fix joined the Audit Committee in December 2019 upon his election to the Board. (3) Mr. Friedery was appointed toeffective as of August 10, 2021, and will serve on the Audit Committee in May 2019.until his retirement at the Annual Meeting. (5) The Board has determined that Ms. Taylor qualifies as an audit committee financial expert under the SEC rules. Finance & Risk Committee Primary Oversight Responsibilities Committee Chair: Ruby R. Chandy(1)   Members:Members(1): Sujeet Chand John R. Friedery(2) Michael C. McMurray Rick J. Mills David E. RobertsCarlyn R. Taylor(3)   45 Meetings in 2019 2021 • •Oversee corporate capital structure and budgets and recommend approval of major capital projects, corporate development, and large sales orders • •Review effectiveness of the Company’s IT infrastructure and cybersecurity programs and its practices for identifying and mitigating technology risks with Chief Information Officer at least twice per year • •Review the Company’s enterprise risk management, including emerging risks • •Review financial plans, liquidity, credit, key financial risks, treasury risk, and related matters

The Board has determined that all members of the F&R Committee met the applicable independence standards under the SEC rules and NYSE listing standards. (1) Mr. Darner served as the chair of the F&R Committee meet the independence standards under the NYSE listing standards. (1) Michael C. McMurray and David E. Roberts served on the Finance & Risk Committee until May 2019 when 20, 2021. (2) Mr. Friedery joined the Finance & Risk Committee effective as of May 20, 2021. (3) Ms. Chandy was appointed chairTaylor joined the Finance & Risk Committee effective as of the F&R Committee upon Mr. Darner’s retirement from the Board.May 20, 2021. (2) Mr. Chand was appointed to the F&R Committee in December 2019 upon his election to the Board. 2020 PROXY STATEMENT          21 THE BOARD AND COMMITTEES  •2022 PROXY STATEMENT      24Board Committees Back to Contents Corporate Governance & Nominating Committee Primary Oversight Responsibilities Committee Chair: John R. Friedery   Members:Members(1): Ruby R. Chandy(2) Gayla J. Delly John L. Garrison Joe E. Harlan   4 Meetings in 20192021 • •Recommend to the Board nominees for Chairman of the Board, President and Chief Executive Officer • •Determine Board organization • •  SetReview director compensation recommendations for consideration by the Board • •Review and recommend director nominees • •Manage risks associated with Board independence and potential conflicts of interest • •Establish corporate governance principles and procedures, including overseeing the Company’s Code of Conduct • •Prepare effective CEO and Board succession planning • •Evaluate CEO performance • •Oversee Board and committee self-evaluationself-assessment process • Oversight of ESG and related activities The Board has determined that all members of the CG&N Committee met the applicable independence standards under the SEC rules and NYSE listing standards. The Board has determined that all members of the CG&N Committee meet the independence standards under the NYSE listing standards. (1) Carlyn R. Taylor served on the CG&N Committee until May 20, 2021. (2) Ms. Chandy joined the CG&N Committee effective as of May 20, 2021. Organization & Compensation Committee Primary Oversight Responsibilities Committee Chair:Chair(1): David E. RobertsJohn L. Garrison(2)   Members(1)(3): Ruby R. Chandy Gayla J. Delly(2) JohnRoger L. GarrisonFix(4) Michael C. McMurray(5)   4 Meetings in 2019 2021 • •Set compensation philosophy • •Oversee risk management related to executive compensation plans and arrangementssuccession planning • •Prepare the Compensation Committee Report included in this proxy statement • •Approve executive officer compensation including incentives and other benefits • •Retain and evaluate the advice of the independent compensation consultant, F.W. Cook, in adherence to the philosophies and principles stated under “Executive Compensation—Compensation Discussion and Analysis” The Board has determined that all members of the O&C Committee met the applicable independence standards under the SEC rules and NYSE listing standards. The Board has determined that all members of the O&C Committee meet the applicable independence standards under the SEC rules and NYSE listing standards. (1) Mr. DarnerDavid E. Roberts served as a memberchair of the O&C Committee until May 20, 2021. (2) Mr. Garrison served on the O&C Committee for all of 2021 but was appointed as chair of the O&C Committee effective as of May 20, 2021, when Mr. Roberts left the O&C Committee. (3) Ruby R. Chandy served on the O&C Committee until May 20, 2021. (4) Mr. Fix joined the O&C Committee effective as of May 20, 2021, and will serve on the O&C Committee until his retirement fromat the Board in May 2019.Annual Meeting. (2) (5) Ms. Delly replaced Mr. Friedery as a member ofMcMurray joined the O&C Committee ineffective as of May 2019.20, 2021. 2022 PROXY STATEMENT      25 Back to Contents Oversight of the Executive Compensation Program Our executive compensation program is administered by the O&C Committee. Consistent with the NYSE corporate governance listing standards, the O&C Committee is composed entirely of independent, non-employee members of the Board. In addition, the Non-Executive Chairman of the Board generally attends the meetings of the O&C Committee. As reflected in its charter, the O&C Committee has overall responsibility for setting the compensation for our CEO, which is approved by the full Board, and for approving the compensation of our other executive officers, including the other Named Executive Officers. The O&C Committee is also overseescharged with overseeing the alignment of organizational design of the Company, including the development and management development in supportretention of achieving our operational objectives and strategic plans and monitors the policies, practices and processes designed to develop our core organizational capabilities and managerial competencies.management.  The O&C Committee is also responsible for reviewing the management succession plan and for recommending changes in director compensation to the CG&N Committee and to the Board. On matters pertaining to director compensation, the O&C Committee also receives data and advice from F.W. Cook. The O&C Committee periodically reviews the organizational design, management development plans and managerial capabilities of the Company. The O&C Committee also prepares and issues the Organization and Compensation Committee Report included in this proxy statement. 22          2020 PROXY STATEMENT THE BOARD AND COMMITTEES  •Oversight of the Executive Compensation Program The O&C Committee’s process of reviewing the executive compensation program and setting compensation levels for our Named Executive Officers involves several components. During the first quarter of each year, the O&C Committee reviews each Named Executive Officer’s total compensation. The O&C Committee members also meet regularly with the Named Executive Officers at various times during the year, both formally within Board meetings and informally outside of Board meetings, which allows the O&C Committee to assess directly each Named Executive Officer’s performance. The O&C Committee also solicits input from all non-employee members of the Board as to the CEO’s performance during the year. Except in years of CEO transition where the incumbent officer has completed less than one year of service in this capacity, theThe O&C Committee generally considers the results of the CG&N Committee’s process for reviewing the CEO’s performance with all independent Board members. The CG&N Committee’s process includes the independent Board members individually and collectively presenting their assessment of the CEO’s performance, as well as the CEO presenting his self-assessment of his performance. The O&C Committee uses these results when determining the CEO’s recommended compensation, which is subject to the independent Board members’ approval. In addition, the CEO annually presents an evaluation of each other Named Executive Officer’s performance to the O&C Committee, which includes a review of each officer’s contributions over the past year, and his or her strengths, weaknesses, development plans and succession potential. The CEO also presents compensation recommendations for each Named Executive Officer for the O&C Committee’s consideration. Following this presentation and a benchmarking review for pay, the O&C Committee makes its own assessments and formulates compensation amounts for each Named Executive Officer with respect to each of the elements in the Company’s executive compensation program as described above.below.  Independent Compensation Consultant The O&C Committee has the authority to retain outside advisors as it deems appropriate. The O&C Committee has engaged F.W. Cook as its compensation consultant to provide advice and information. F.W. Cook has assisted and advised the O&C Committee on all aspects of our executive compensation program, and they provide no other services to the Company. The services they provide include:   • providing and analyzing competitive market compensation data; • analyzing the effectiveness of executive compensation programs and making recommendations, as appropriate; • analyzing the appropriateness of the performance peer group (PPG) and compensation peer group (CPG); and • evaluating how well our compensation programs adhere to the philosophies and principles stated below under “Compensation Discussion & Analysis—Compensation Program Philosophy and Principles.” 2022 PROXY STATEMENT      26 Back to Contents Director Compensation 20192021 Director Compensation Program Program Overview.Overview Our director compensation program is established by the Board after review of data prepared by the O&C Committee’s independent consultant regarding competitive director compensation levels for peer companies and the Company’s compensation peer group, which is discussed under “Executive Compensation.” In 2019,2021, ournon-employee director compensation program consisted of the following: Component Annual Amounts ($) Annual Amounts ($) Form of Payment Retainer $85,000 Cash Cash Non-Executive chairman Chairman retainer $125,000 Cash Cash Committee service fee (per committee) $7,500 Cash Cash Committee chairmanChairman fee     Audit Committee $20,000 Cash Cash O&C Committee $15,000 Cash Cash F&R Committee $10,000 Cash Cash CG&N Committee $10,000 Cash Cash Equity grant target value $125,000 150,000 Restricted Shares Shares 2020 PROXY STATEMENT          23 THE BOARD AND COMMITTEES  •Director Compensation Additionally,non-employee directors are also eligible to receive special additional compensation when performing certain special services. The Board has set a compensatory rate of $3,500 per day for such services, though no compensation was paid for this purpose in 2019.2021. Compensation Deferral.Deferral Directors may elect to defer all or a portion of their annual cash and equity compensation. The annual cash compensation may be deferred in the form of cash or in phantom shares, which reflect an equivalent value of Company common stock. Compensation deferred in the form of cash accrues interest at rates that do not exceed market rates or constitute preferential earnings. If a director elects to defer cash compensation in the form of phantom shares, the director receives a 15% premium on the amount deferred. Equity Compensation.Compensation The equity portion ofnon-employee director compensation is granted on the date of the annual meetingAnnual Meeting of shareholders in the form of restricted stock. The restricted shares have voting rights and fully vest after the earlierearliest of one year from the date of grant, the termination of the director’s service due to death or disability or a change in control. In May 2021, after several years of no increases in compensation, the Board approved a change to their equity compensation for 2021 by increasing the size of the annual equity grant from $125,000 to $150,000 in order to bring total director compensation more in line with the market median. Stock Ownership Guidelines.Guidelines Under our stock ownership guidelines, allnon-employee directors must own shares of Company common stock with a value of at least five times his or her annual cash retainer (currently $425,000) by his or her fifth anniversary of Board service. If the stock ownership requirement is not met, the director will receive all future Board compensation in the form of Company common stock until the requirement is satisfied. For 2019,2021, allnon-employee directors met their stock ownership requirements. 5× Annual Cash Retainer 2022 PROXY STATEMENT      27 Back to Contents The following table sets forth ournon-employee director compensation for 2019.2021. Mr. Rowe did not receive any compensation for his service as a director. His compensation is set forth below under “Executive Compensation—Summary Compensation Table.” Name Fees Earned or Paid in Cash ($) Stock Awards ($)(1)(2)  Total ($) Sujeet Chand 100,000   149,972 249,972 Ruby R. Chandy 113,300 (3)  149,972 263,272 Gayla J. Delly 100,000   149,972 249,972 Roger L. Fix 148,420 (4)  149,972 298,392 John R. Friedery 110,000   149,972 259,972 John L. Garrison 123,625 (3)(5)  149,972 273,597 Michael C. McMurray 120,000   149,972 269,972 David E. Roberts 184,079 (6)  149,972 334,051 Carlyn R. Taylor 115,000 (3)  149,972 274,972 (1) Eligible directors received an annual equity grant of 3,587 shares of restricted common stock on May 20, 2021, the date of the Company’s 2021 Annual Meeting of Shareholders. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation—Stock Compensation”, and are calculated using a price per share of $41.81, the closing market price of the Company’s common stock as reported by the NYSE on the date of grant. Assumptions used in the valuations are discussed in Note 8 to the Company’s audited consolidated financial statements for the year ended December 31, 2021, in the Annual Report on Form 10-K filed on February 23, 2022.  (2) The non-employee directors elected at the 2021 Annual Meeting of shareholders each had 3,587 shares of restricted common stock outstanding at December 31, 2021; all other shares held are vested.  (3) Amount reported includes a 15% premium to actual fees due to the director’s election to defer all or a portion of cash retainer payments in the form of phantom shares under the Company’s director stock deferral plan. (4) Mr. Fix served as Non-Executive Chairman of the Board through our 2021 Annual Meeting on May 20, 2021, and was paid a pro-rated portion of the $125,000 cash retainer for services as Non-Executive Chairman of the Board. (5) Mr. Garrison was appointed as chair of the O&C Committee effective at our 2021 Annual Meeting on May 20, 2021, and was, therefore, paid the committee chair fee for the third and fourth quarters of 2021. (6) Mr. Roberts was appointed as Independent Chairman of the Board effective at our 2021 Annual Meeting on May 20, 2021, and was paid a pro-rated portion of the Chairman cash retainer from that date through end of the 2021.  2022 PROXY STATEMENT      28 Name     Fees Earned or Paid in Cash ($)   Stock Awards ($)(1)(2)   Total ($)       Sujeet Chand(3)   5,435 (3)    —   5,435     Ruby R. Chandy   105,000   125,036   230,036     Leif E. Darner(4)   42,706 (4)    —   42,706     Gayla J. Delly   110,000   125,036   235,036     Roger L. Fix   225,000 (5)    125,036   350,036     John R. Friedery   110,000   125,036   235,036     John L. Garrison   115,000 (6)    125,036   240,036     Joe E. Harlan   115,000 (6)    125,036   240,036     Michael C. McMurray   110,000   125,036   235,036     Rick J. Mills   100,000   125,036   225,036     David E. Roberts   115,000   125,036   240,036 Back to Contents EXECUTIVE OFFICERS (1) Eligible directors received an annual equity grant of 2,568 shares of restricted common stock on May 23, 2019, the date of the Company’s 2019 Annual Meeting of Shareholders. The amounts shown in this column reflect the grant date fair value of the awards computed in accordance with Financial Accounting Standards Board Accounting Standards Codification 718, “Compensation—Stock Compensation”, and are calculated using a price per share of $48.69, the closing market price of the Company’s common stock as reported by the NYSE on the date of grant. Assumptions used in the valuations are discussed in Note 7 to the Company’s audited consolidated financial statements for the year ended December 31, 2019 in the Annual Report on Form10-K filed on February 18, 2020. (2) Thenon-employee directors elected at the 2019 annual meeting of shareholders each had 2,568 shares of restricted common stock outstanding at December 31, 2019; all other shares held are vested. (3) Mr. Chand was elected to the Board effective December 17, 2019 and was paid a pro-rated portion of the cash board retainer and committee member fees. (4) Mr. Darner retired from the Board effective May 23, 2019 and was paid a pro-rated portion of the cash board retainer and committee member fees. (5) Includes an additional $125,000 cash retainer for services asNon-Executive Chairman of the Board. (6) Amount reported includes a 15% premium to actual fees due to the director’s election to defer all or a portion of cash retainer payments in the form of Company common stock under the Company’s director stock deferral plan. 24          2020 PROXY STATEMENT THE BOARD AND COMMITTEES  •Compensation Committee Interlocks and Insider Participation Compensation Committee Interlocks and Insider Participation During 2019, the members of the O&C Committee included Ms. Chandy, Ms. Delly, Mr. Darner, Mr. Friedery, Mr. Garrison and Mr. Roberts. Ms. Delly replaced Mr. Friedery on the O&C Committee in May 2019. Mr. Darner served on the O&C Committee through his retirement from the Board in May 2019. None of the members of the O&C Committee were at any time during 2019 an officer or employee of the Company or were formerly an officer of the Company. None of our executive officers serve as a member of the board of directors or a compensation committee of any entity that has one or more executive officers serving as a member of our Board or O&C Committee. 2020 PROXY STATEMENT          25 EXECUTIVE OFFICERS EXECUTIVE OFFICERS R. Scott Rowe President, CEO and Director since: April 2017 Age: 49 51 • •FlowserveCorporation | President, Chief Executive Officer, Director (2017 – Present) • Cameron Group of Schlumberger Ltd,an oil and gasoilfield services company | President (2016 – 2017) • Cameron International Corporation,,an oil and gasoilfield services company | President, Chief Executive Officer (2015 –  2016) • Cameron International Corporation| President, Chief Operating Officer (2014 – 2015) • OneSubsea,a joint venture established by Cameron and Schlumberger | Chief Executive Officer (2014 –  2014) • Subsea Systems,a division of Cameron | President (2012 – 2014) • Cameron International Corporation | President of the Engineered and Process Valves division (2010 –  2012) Elizabeth L. Burger SVP, CHRO since: April 2018 Age: 49 51 • •Flowserve Corporation| Senior Vice President and Chief Human Resources Officer (2018 – Present) • HanesBrands, Inc.,a global manufacturer and marketer of everyday basic apparel | Chief Human Resources Officer (2013—(2013 – 2017) • Monsanto Company,,a global provider of technology solutions and agricultural products | Senior Vice President, Global Business Operations (2007 – 2013) • Monsanto Company | Vice President, Corporate HR (2006 – 2007) • Monsanto Company | Vice President, Compensation (2005 – 2006) • Monsanto Company | Various leadership roles (1995 – 2005)   Sanjay K. ChowbeyLamar L. Duhon President, AMSS since: July 2019January 2022 Age: 52 51 • •FlowserveCorporation | President, Aftermarket Services & Solutions (2019(2022 – Present) • Lean Focus, LLCHalliburton Company,,a business transformation organization | General Manager (2018 – 2019) •TE Connectivity, Ltd.a global technology connectivityan energy products and sensorservice provider | President, SubCom business unit     (2017 – 2018) •Danaher Corporation,a global science and technology innovation company | President, Thomson     Industries,an industrial technology subsidiary of Danaher(2014 – 2017) •Danaher Corporation | President, Hennessy Industries (2012 – 2013) •Gilbarco Veeder-Root, Inc.,a fueling and environmental solutions company | Vice President, and General     Manager, Commercial & Industrial Business Unit (2010Sperry Drilling (2016 – 2012) 2021) • Gilbarco Veeder-Root, Inc.Halliburton Company | Vice President, and GeneralCementing (2015 – 2016) • Halliburton Company | Vice President, Shell Global Account (2013 – 2015) • Halliburton Company | Vice President, Business Development – Asia Pacific (2012 – 2013) • Halliburton Company | Regional Sales Manager, Services (2006Gulf of Mexico (2010 – 2012) • Baker Hughes, Inc.,a multinational oilfield services company | Various leadership roles of increasing responsibility (1995 – 2010) • United States Marine Corps | Sergeant (E-5) (1988 – 1994) 2022 PROXY STATEMENT      29 Back to Contents Keith E. Gillespie SVP, CSO since: October 2016 Age: 54 56 • •FlowserveCorporation | Senior Vice President and Chief Sales Officer (2016 – Present) • FlowserveCorporation | Chief Strategy Officer (2015 – 2016) • AlixPartners, LLP,,a consulting company focused on operational turnarounds | Managing Director (2002 –  2015) • i2i2 Technologies,,a high-tech consulting practice| Vice President (1999 – 2001) • Ten Fold Corporation,,a software and services company | Senior Vice President (1999 – 2001) • McKinsey & Company,,a global consulting company focused on change management | Senior Engagement Manager (1992 – 1997) 26          2020 PROXY STATEMENT EXECUTIVE OFFICERS Lanesha T. Minnix SVP, CLO since: June 2018 Age: 45 47 • •FlowserveCorporation| Senior Vice President and Chief Legal Officer (2018 – Present) • BMC Stock Holdings, Inc.,a leading provider of diversified building products and services| Senior Vice President and General Counsel (2017 – 2018) • ABM Industries Incorporated,a Fortune 500 facility solutions company | Vice President, Deputy General Counsel and Chief Compliance Officer (2012 – 2017) • Shell Oil Company,a multinational oil & gas company | Senior Legal Counsel (2007 – 2012) • Sprint Nextel,a global telecommunications company | Corporate Counsel (2004 – 2007) • K&L Gates LLP,a global law firm | Corporate Associate (2000 – 2004)   Amy SchwetzTamara M. Morytko President, FPD since: September 2020 Age: 51 • Flowserve Corporation | President, Flowserve Pumps Division (2020 – Present) • Norsk Titanium,a manufacturer of advanced titanium components | Chief Operating Officer (2018 – 2020) • Operations and Supply Chain Consultant | (2017 – 2018) • Baker Hughes, a multinational oilfield services company | President, Asia Pacific Region (2016 – 2017) • Baker Hughes | Vice President, North America Region (2013 – 2016) • Baker Hughes | Vice President, Global Supply Chain (2010 – 2013) • Pratt & Whitney,a global aircraft engine manufacturer | various roles of increasing responsibility (1996 – 2010) • Arthur Andersen LLP,a global accounting firm | Senior Auditor (1992 – 1996) 2022 PROXY STATEMENT      30 Back to Contents Amy Schwetz SVP, CFO since: February 2020 Age: 45 47 • •FlowserveCorporation | Senior Vice President and Chief Financial Officer (2020 – Present) • Peabody Energy,a global pure-play coal company serving power and steel customers | Executive Vice President and Chief Financial Officer (2015 – 2020) . Peabody filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in April 2016. • Peabody Energy, Inc.,Inc. | Senior Vice President, Finance & Administration – Australia (2013 – 2015) • Peabody Energy, Inc.,Inc. | Senior Vice President, Finance & Administration – Americas (2012 – 2013) • Peabody Energy, Inc. ,Inc. | Vice President, Investor Relations (2011 – 2012) • Peabody Energy, Inc.,Inc. | Vice President, Capital and Financial Planning (2009 – 2011) • Peabody Energy, Inc.,Inc. | Various senior leadership roles (2005 – 2009) • Ernst & Young LLP, LLPa global accounting firm | Audit Manager (1997 – 2005)   Kirk WilsonScott K. Vopni VP, CAO since: June 2020 Age: 53 • Flowserve Corporation | Vice President, Chief Accounting Officer (2020 – Present) • Dean Foods Co.,a food and beverage company | Senior Vice President – Finance, Chief Accounting Officer (2010 – 2019). Dean Foods filed a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code in November 2019. • Dean Foods Co. | Interim Chief Financial Officer (2017 – 2018) • Dean Foods Co. | Senior Vice President – Finance (2016 – 2017) • Dean Foods Co. | Senior Vice President – Investor Relations (2015) • Dean Foods Co. | Vice President – Controller (2008 – 2010) Kirk Wilson President, FCD since: July 2019 Age: 53 55 • •Flowserve Corporation Corporation| President, Flow Control Division (2019 – Present) • FlowserveCorporation | President, Aftermarket Services & Solutions (2015 – 2019) • FlowserveCorporation | President, Services & Solutions Operations (2012 – 2015) • FlowserveCorporation | Vice President and General Manager, Integrated Solutions Group (2008 – 2011) • FlowserveCorporation | Vice President, Marketing for Pump Division (2004 – 2008) 2022 PROXY STATEMENT      31 Back to Contents EXECUTIVE COMPENSATION Compensation Discussion and Analysis This CD&A describes the decisions made concerning the compensation of the Company’s Named Executive Officers (“NEOs”), as shown below. It also describes our executive compensation guiding principles, 2021 executive compensation outcomes as well as other attributes related to executive compensation governance policies. Contents   David Wilson President, FPD since: October 2017 Age: 51 Executive Summary •FlowserveCorporation | President, Flowserve Pumps Division (2018 – Present) •FlowserveCorporation | President, Industrial Products Division (2017 – 2018) •SPX Flow, Inc.,a global supplier of engineered flow solutions | President, Industrial (2015 – 2017) •SPX Corporation,a global provider of engineered HVAC solutions | President, Flow Industrial (2013 –     2015) •SPX Corporation | President, Global Food & Beverage Systems (2013) •SPX Corporation | President, Asia Pacific, SPX Flow Technology (2009 – 2013) •SPX Corporation | President, Asia Pacific, SPX Service Solutions (2007 – 2009) •SPX Corporation | various leadership roles (1998 – 2013) 2020 PROXY STATEMENT            Page 32 27 EXECUTIVE COMPENSATION  •Contents EXECUTIVE COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis (“CD&A”) describes our executive compensation principles and the pay program we provided to our Named Executive Officers (“NEOs”) for 2019. Contents Company Overview, Strategy and Performance Page 28    Compensation Program Philosophy and Principles    Page 31 38    Elements of the2021 Executive Compensation ProgramOutcomes    Page 34 42    Compensation Governance Policies    Page 46 53    Summary Compensation Table    Page 49 56 Named Executive Officers During 2019,2021, our NEOs were: R. Scott Rowe President and Chief Executive Officer (“CEO”) (principal executive officer) John E. (Jay) Roueche, III Vice President, Treasurer and Investor Relations (interim CFO from December 3, 2019 through February 23, 2020) David J. Wilson President, Flowserve Pumps Division Keith E. GillespieAmy B. Schwetz Senior Vice President, Chief SalesFinancial Officer   Elizabeth L. Burger Senior Vice President, Chief Human Resources Officer Keith E. Gillespie Senior Vice President, Chief Sales Officer Tamara M. Morytko President, Flowserve Pumps Division Lee S. Eckert, our former Senior Vice President and Chief Financial Officer, was also an NEO during 2019. Mr. Eckert transitioned from his position with the Company on December 3, 2019. For more information on the currently serving Named Executive Officers currently serving as executive officers, see “Executive Officers” on page 26.29. Executive Summary 2021 Pay-for-Performance At a Glance Company Overview, Strategy and Performance Company Overview Flowserve is one of the world’s leading providers of fluid motion and control products and services withThe ongoing COVID-19 pandemic continued to have a significant global presence in the manufacturing of pumps, valves and seals. We have approximately 17,000 employees in more than 50 countries who are focusedimpact on our purposebusiness in 2021. In 2020, our customers significantly reduced their capital spending and strong company values.deferred maintenance and repair costs due to the COVID-19 pandemic, which meaningfully reduced our year-over-year bookings and backlog levels. As manufacturers of precision-engineered flow control equipment, this reduced capital spending by our customers impacted our income statement in 2021 due to a 14% reduction in year-over-year beginning backlog. Company StrategyOur executive compensation program is based on pay for performance including rigorous targets and Continued Organizational Transformation Fiscal 2019 wasalignment with shareholders. Knowing that 2021 would be a recovery year in our path to growth, we set our incentive plan targets accordingly. While we experienced higher bookings than anticipated in 2021, the continuation of continued significant transformation for Flowserve. We continued progress towardsCOVID-19, including the rapidly-spreading new variants, further impacted Flowserve – along with labor availability challenges, supply chain outages, and global logistic disruption and inflation. Due to these issues, certain operational performance metrics (namely, Primary Working Capital (PWC) as a % of Sales and On-time Delivery) were not achieved. However, with the acceleration of our transformational business strategy, Flowserve 2.0 transformation program, we were successful in managing our cost structure and drove improved financial results. Referdelivering an Adjusted Operating Income level near our target expectation. 2022 PROXY STATEMENT      32 Back to Contents Our annual incentive program paid out at 74.8% of target opportunity on the corporate metrics, as follows: 2019 Performance Stock Units (PSUs) tied to 2019-2021 performance paid out at 33.3% of target. The 50% of PSUs tied to our Return on Invested Capital (“ROIC”) paid below target as the COVID-19 pandemic and market conditions disrupted progress toward our ROIC goals. The 50% of PSUs tied to our relative Total Shareholder Return (“rTSR”) paid at zero as we underperformed our peers over the three-year period, which was influenced by our more significant exposure to the “Flowserve 2.0 Transformation” on page 9 for additional information about the transformation and accomplishments from 2019. 28          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Company Overview, Strategy and Performance FLOWSERVE 2.0 — Implementingoil & gas markets relative to peers. The below chart displays how our Transformative Business Strategy Performance Summary In 2019, the Company made significant progress in its strategic objectives and reported solid financial results. Key highlights of our 2019 Strategic Achievements: ✓  Substantial Flowserve 2.0 Transformation operational and process improvements ✓  Solidified our customer and quality commitment by launching our Zero Defects program ✓  Launched Flowserve Cares, our global community impact program ✓  Brought our purpose and values to life by introducing seven behaviors ✓  Attained significant increase in employee engagement and organizational health 2019 Financial Performance 2020 PROXY STATEMENT          29 EXECUTIVE COMPENSATION  •Company Overview, Strategy and Performance Alignment Of Our Compensation Programs With Our Strategy Our compensation programsPSU payouts are directionally aligned with our company strategy andperformance. 2022 PROXY STATEMENT      33 Back to Contents Pay-for-Performance Alignment for 3-Year PSU Performance Cycles Ending With Years Shown Our CEO’s realizable pay for 2019-2021 was 28% less than target while our total shareholder return was down approximately 14%. Lower realizable compensation is attributable to the goal to create long-term shareholder value. Quantitative measurements for our key strategies are established and embeddedimpact of the decline in ourstock price on outstanding equity grants as well as below target payouts under the annual and long-term incentive plan designs asplans. (1) “Target Pay” includes base salary, target annual incentive opportunity and grant date fair value of equity awards. (2) “Realizable Pay” includes actual base salary paid, actual bonuses paid, and the value of outstanding RSUs and PSUs based on our December 31, 2021, share price, with 2019 PSUs shown in the table below. The measurement of the improvement of organizational health is included in the yearly performance assessment of our NEO’s.at actual payout and 2020 and 2021 PSUs shown at target.   Strategic Priorities Compensation Element Measurement Position for Growth AIP AIP • Despite the stock performance, we delivered strong results on two strategic growth metrics, Bookings and Revenue Growth •  On-time Delivery (OTD) Improvement LTI •  Total Shareholder Value (TSR) Growth Margin Expansion AIP •  Operating Income Improvement LTI •  Return on Invested Capital (ROIC) Improvement Capital Efficiency AIP •  Primary Working Capital (PWC) as a percent of Sales LTI •  Return on Invested Capital (ROIC) Improvement Pay for Performance Alignment The alignment of pay and performance is one of theFree Cash Flow (“FCF”) Conversion, setting a solid foundation to support post-pandemic recovery. Both metrics are key components of our incentive compensation philosophy as shownprogram. • Bookings in fiscal 2021 were up 10.6% year-over year. Bookings growth, and the associated increases in backlog levels, fuels operating income in current and future years and is a key growth metric that we use in the annual incentive plan. • FCF Conversion came in at 108% of Adjusted Net Income, marking the second consecutive year above 100%. Strong FCF is critical for Flowserve to fund our anticipated growth investments in our 3D strategy, including potential mergers and acquisitions and ongoing research and development programs. FCF, FCF conversion and adjusted earnings are non-GAAP measures. Please see Annex I for a detailed reconciliation of FCF, FCF conversion and adjusted earnings to reported results. In early 2021, the Organization and Compensation Committee (the “O&C Committee”) approved a one-time enhanced long-term incentive (“LTI”) opportunity for the Executive Officers on the executive leadership team. As previously disclosed and discussed herein, this restricted stock unit (“RSU”) grant with a back-loaded vesting schedule was designed to ensure continuity of the executive team through the challenging industry environment and labor market, and to reinforce alignment of the executives’ interests with those of our shareholders. 2022 PROXY STATEMENT      34 Back to Contents Business Overview Impact of Strategic Repositioning and Market Disruption on Our Business Under the leadership of our CEO, Scott Rowe, who was appointed in early-2017, and a largely refreshed management team, we successfully completed our ambitious multi-year transformation effort in 2021 called Flowserve 2.0. This strategic initiative was designed to improve our business model with a focus on driving operational excellence, reducing complexity, accelerating growth, expanding margins, increasing capital efficiency and improving organizational health. This business transformation better positioned us to respond swiftly to the COVID-related headwinds, including supply chain and logistics disruptions and labor availability. These issues were global in nature and due to the confluence of events had an impact on us and other global industrials in 2021. Despite these headwinds, which we continue to navigate in 2022, we remain encouraged by the healthy underlying demand that we see across many of our end markets, as evidenced by our 2021 bookings growth. We are also optimistic about the opportunities available to Flowserve and are taking steps to best position the company for the energy transition that is already underway. We believe our strategic investments into decarbonization, digitization and diversification (“3Ds”) present significant long-term opportunities for Flowserve, our shareholders and stakeholders around the world. The following page. The Companychart is committed to a rigorous target setting process, the careful selectionvisual representation of key performance measures aligned with our strategystrategic repositioning and the creationenvironment our CEO and senior leadership team has navigated over the past 5 years, including the ongoing COVID-19 pandemic that continued to have a significant impact on our business and our customers in 2021. 2022 PROXY STATEMENT      35 Back to Contents The Board of shareholder value. We made significant progress towards our financial targets by delivering substantial year over year improvementsDirectors, CEO, and the executive leadership team took decisive action in our core metrics but fell short of the ambitious targets set2020 and 2021 in our incentive plans. The following charts illustrate the performance payouts under our various incentive plan components: the Company’s annual incentive plan (“AIP”) and contingent performance shares (“PSUs”).response to market conditions. These actions have positioned us for future growth. Impact of Market Conditions on Flowserve’s Customers and Business • Customers meaningfully reduced their capital budgets beginning in 2020 in response to the COVID-19 pandemic • The Oil & Gas industry, which represents our largest customer segment, was hard hit, and reduced its capital budgets by 25% to 30% • This reduction in our customers’ capital budgets had a meaningful impact on our business and shareholders Flowserve’s Response •    We made significant progress    towardOur CEO and executive leadership team stabilized the business, in part, by accelerating the implementation of our ambitious goals astransition plan in order to position the Company for post-pandemic success •    well as improved year over year    performance, but fell shortStrong execution on the part of    rigorous targets 30          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Company Overview, Strategy and Performance 2017-2019 PERFORMANCE SHARE PAYOUTS PERFORMANCE SHARE PAYOUTS    Despite significant progress,    PSUs paid out below target,    reflecting Company    performance our employees and market    conditions over this period *   Payout opportunity calculates realized equity valueexecutive team increased Bookings by 10.6% and drove FCF as a percentage of Adjusted Net Income to 108% in fiscal 2021, marking the target grant value.second year in a row with FCF conversion over 100% • FCF, FCF conversion and adjusted earnings are non-GAAP measures. Please see Annex I for a detailed reconciliation of FCF, FCF conversion and Adjusted Net Income to reported results. Impact of Market Conditions on Flowserve’s Compensation • We faced a challenging labor market environment, driving a priority focus on executive and key employee retention • We reevaluated performance metrics to align our incentive programs more effectively with our business priorities in the evolving market environment Flowserve’s Response • Realigned 2021 incentive plan metrics with new priorities to position the Company for post-pandemic success • Consistent with the second half of 2020, we continued to use Bookings rather than Revenue under the annual incentive plan to prioritize new sales • We introduced FCF Conversion as a performance metric, along with the continued use of ROIC, in our 2021 PSUs to focus the management team on generating cash needed for investment and growth • We converted our use of rTSR from a PSU performance metric to a PSU payout modifier to maintain pay alignment with our long-term shareholder returns • Designed 2021 compensation programs to address continued market uncertainty • We set goals in line with our internal business plans and external market guidance reflective of the anticipated market uncertainty due to the continued pandemic • We established wider goal ranges for our annual incentive plan metrics to address the difficulty in setting appropriate performance goals • We continued using one-year ROIC performance periods for PSUs • The O&C Committee chose to provide a one-time enhancement to the value of 2021 equity grants for all Executive Officers in the executive leadership team to encourage continuity among the executive team and reinforce alignment with long-term value creation • Further aligned 2022 incentive plan metrics with new priorities to grow the business • In our annual incentive plan: • The weighting for Bookings was substantially increased since it is the funnel for revenue • We introduced 3D performance metrics to fuel growth in these strategic areas (diversification Bookings, decarbonization Bookings, and digitization Asset Monitoring) • We also introduced a strategic payout modifier in our annual incentive plan to drive progress against our ESG and other strategic priorities • For our 2022 PSUs, we changed our performance peer group (“PPG”) to the group of companies that comprise the S&P 500 Industrials Index, given we compete for investor dollars in this broader market space 2022 PROXY STATEMENT      36 Back to ContentsCompensation Program Philosophy Say-on-Pay and PrinciplesShareholder Outreach Shareholders have provided high levels of support for say-on-pay We received over 96% shareholder support for our say-on-pay proposal at our 2021 annual shareholder meeting and have averaged over 90% shareholder support over the past five years. The O&C Committee maintainsstrongly values the opinions of our shareholders as expressed in the Say-on-Pay vote and believes that our strong support levels in 2021 and over the past five years demonstrate a thoughtful approachstrong alignment of our compensation program with our shareholders’ interests. Although we did not make any changes to corporate governance practices for executive compensation. Below isour 2021 compensation program as a summarydirect result of those practices. Compensation Philosophy Our Compensation Philosophy is aligned with building long-termour say-on-pay vote results, we consider shareholder value and to achieve the following objectives: ATTRACT & RETAIN Attract and retain high-quality and high-performance leaders with a passion for our purpose, values, behaviors and achieving extraordinary business outcomes REINFORCE OUR STRATEGY Align our incentive programs with our vision and key business strategies while maintaining a healthy balance between short and long-term rewards COMPETITIVE AND MARKET-BASED Maintain a market-based strategy that provides a competitive total target compensation opportunity approximating the market median ALIGN PAY AND PERFORMANCE Provide incentive programs that reward short-term and long-term performance leading to shareholder value growth and appropriate risk taking ALIGN WITH SHAREHOLDERS Ensure that a majority of total compensation is ‘at risk’ and aligned with shareholder interests 2020 PROXY STATEMENT          31 EXECUTIVE COMPENSATION  •Compensation Program Philosophy and Principles Core Compensation Elements Our core executive compensation elements are aligned withperspectives, among other things, when evaluating our executive compensation philosophy. These elements provide competitive market-basedprogram. Outcomes of Shareholder Outreach In the fall of 2021, we proactively reached out to shareholders representing approximately 80% of our outstanding shares to offer them the opportunity to discuss our ESG program with our Chairman and members of management and to solicit feedback from our shareholders on our ESG and compensation that emphasize pay for performancepractices. We conducted engagement meetings with three shareholders who responded to this outreach representing approximately 22% of outstanding shares. Our dialogue covered a wide range of topics including the transformation strategy, our ESG priorities, corporate governance, and alignmentfinancial performance. We also discussed our executive compensation program and related 2021 awards, and no concerns were expressed by shareholders. Good Governance and Compensation Practices Aligned with shareholders through heavy weighting of short- and long-term incentive compensation. BASE SALARY ANNUAL INCENTIVE PLAN RESTRICTED STOCK UNITS (“RSUs”) PERFORMANCE STOCK UNITS (“PSUs”) Form of Compensation Cash Cash Equity Equity Focus Near-Term Near-Term Long-Term Long-Term Measurement Period N/A Annual Performance Ratable over three years Cliff after three years Performance Measure N/A Annual Financial and Operational Metrics Stock Price Appreciation Multi-year Return on Invested Capital (“ROIC”), Total Shareholder Return (“TSR”) and Stock Price Appreciation Philosophy Alignment ATTRACT & RETAIN REINFORCE OUR STRATEGY COMPETITIVE AND MARKET-BASED ALIGN PAY AND PERFORMANCE ALIGN WITH SHAREHOLDERS Compensation MixShareholder Interests Our executive compensation program emphasizes performance-based compensation that is determined each year by the O&C Committee. As shown below, for 2019, the significant majoritygovernance supports our pay-for-performance philosophy, aligns our executives’ interests with those of our 2019 target total executive compensation was at-risk (85.8% for our Presidentshareholders, and CEO and an average of 69.6% for other Named Executive Officers other than Mr. Roueche, as noted below). See “Executive Compensation Tables” for additional details. (1) This chart does not include Mr. Roueche given his limited role as interim CFO, which commenced on December 3, 2019. 32          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Compensation Program Philosophy and Principles Compensation Governance Practicesreflects best practices without encouraging unnecessary risk taking.          ü                     ×       What We Do         What We Don’t Do     ü Target the market median for all elements of payoverall compensation   ü Balance compensation programs   ü Cap incentive program payments   ü Maintain a clawback policy that covers cash and equity incentive compensation   ü Maintain stock ownership requirements Provide 50%a meaningful percentage of long-term incentives in the form of performance-based compensation   ü  Maintain stock ownership requirements üFully disclose incentive plan targets and results   ü Utilize an independent compensation consultant          × No hedging or pledging stock   × No excise or income tax gross-ups for executives   × No employment agreements with Named Executive Officers   × No option repricing without shareholder approval   × No dividend payments on unvested awards No excessive perquisites Results of 2019Say-On-Pay Vote At our 2019 Annual Meeting of Shareholders, over 80% of our shareholders voted2022 PROXY STATEMENT      37 Back to approve our Named Executive Officer compensation. Although our O&C Committee believes this affirms our shareholders’ overall support of our executive compensation program, we are constantly seeking to improve our program.Contents Accordingly, the O&C Committee considers shareholder input Compensation Program Philosophy and other factors discussed in this CD&A, and has made several changes to our compensation policies as discussed in the Recent Compensation Enhancements section below. Principles Compensation Alignment with Strategic Objectives To achieve our program objectives and support the implementation of our strategy, we assess our compensation programs on an annual basis. The following compensation program design features were adopted in recent years: ANNUAL INCENTIVE PLAN (“AIP”): Design Feature Rationale •  Emphasis on operating income and working capital efficiency •  Critical to execute our strategy •  Changed PWC calculation from ayear-end to quarterly measurement •  To reward continuous and sustained improvement •  Rebalancedon-time delivery calculation •  Ensure balance across our aftermarket and original equipment business •  Focused on stretch goals •  Reward year-over-year improvement PERFORMANCE SHARES UNITS (“PSUs”): Design Feature Rationale •  Total Shareholder Return (“TSR”) metric measured against a performance peer group •  Drives shareholder returns •  Return on Invested Capital (“ROIC”) metric with improvement targets aligned with the 2022 financial targets •  Encourage effective capital deployment and alignment with shareholders 2020 PROXY STATEMENT          33 EXECUTIVE COMPENSATION  •Elements of the Executive Compensation ProgramPhilosophy Elements ofOur Compensation Philosophy is aligned with building long-term shareholder value and to achieve the Executive Compensation Programfollowing objectives: Overview Consistent with our philosophy, the primary elements of the Company’s executive compensation program in 2019 are discussed below: ELEMENT FORM OF COMPENSATION PRIMARY OBJECTIVES Base Salary Cash • Based on responsibilities of the position and performance • Provide stable source of income • Set at levels approximating the market median to attract and retain executive talent Annual Incentive Opportunity Cash • Rewards for company achievement forpre-determined key operational and financial performance measures • Motivate and reward company and individual performance Long-Term Incentive Compensation •  Restricted Stock Units (RSUs) •  Performance Stock Units (PSUs) •  Ensure alignment of executive with shareholders •  RSUs help retain executive talent through three-year ratable vesting schedule •  PSUs rewards long-term company performance based on set targets aligned with shareholder value creation over three-year performance period Other Compensation Retirement Benefits; Perquisites; Severance Benefits •  Provide market competitive benefits ATTRACT & RETAIN Attract and retain high-quality leaders with a passion for driving high performance, as well as our purpose, values, behaviors REINFORCE OUR STRATEGY Align our incentive programs with our vision and business strategy COMPETITIVE AND MARKET- BASEDMARKET-BASED Maintain a market-based compensation program that provides a competitive total target compensation opportunity approximating the market median ALIGN PAY WITH PERFORMANCE Provide incentive programs that reward short- and long-term performance leading to shareholder value without undue risk taking ALIGN PAY WITH SHAREHOLDERS Provide that a majority of total compensation is tied to performance and/or stock price and is aligned with shareholder interests 2022 PROXY STATEMENT      38 Back to Contents Components of Executive Compensation Our executive compensation program is structured to incorporate the following components: Component Objective Key Features Performance-Based Aspects Base Salary Provide a regular fixed income in recognition of job responsibilities • Paid in cash • Reviewed annually for adjustments • Individual performance is a key driver of any adjustments approved by the O&C Committee Short-Term Incentive (AIP) Motivates executives to achieve/exceed annual Company goals that ultimately drive long-term shareholder value • Paid in cash • Target award determined as a % of base salary • Payout range is 0% to 200% of target award • Payout is fully at risk • Financial and operational performance metrics • Any earned payout is subject to review and approval by the O&C Committee Long-Term Incentive (AIP) Encourages executives to increase shareholder value over a long-term time horizon • Target value of awards determined as a % of base salary • Value of all LTI awards varies in relationship to changes in share price Restricted Stock Units (RSUs) 3 year vesting period • Settled in stock • Vests ratably • Focus on stock price and shareholder returns Performance Stock Units (PSUs) 3 year performance period • Settled in stock • Payout range is 0% to 200% of units granted • Payout modifier applies, which may increase or decrease the payout of units by +/- 15% • Payout is fully at risk • Underlying payout driven by financial performance with the final payout adjusted based on rTSR • Focus on stock price and shareholder returns • Any earned payout is subject to review and approval by the O&C Committee ATTRACT & RETAIN REINFORCE OUR STRATEGY COMPETITIVE AND MARKET-BASED ALIGN PAY AND PERFORMANCE ALIGN WITH SHAREHOLDERS   34          2020 PROXY STATEMENT 2022 PROXY STATEMENT      39 Back to Contents Compensation Mix Our executive compensation program emphasizes performance-based compensation that is determined each year by the O&C Committee. As shown below, most of our 2021 total target executive compensation, which excludes the one-time equity enhancement, was delivered in the form of short- and long-term incentives for which payout is at risk. EXECUTIVE COMPENSATION  •Elements * Including stock price performance for RSUs. The Decision-Making Process The O&C Committee oversees our executive compensation program working closely with its independent consultant to ensure the effectiveness of our program. The O&C Committee’s charter, which documents its authority and responsibilities, is available on the investor relations portion of the Executive Compensation ProgramCompany’s website at ir.flowserve.com under the “Corporate Governance—Documents & Charters” caption. Competitive Market-Based Compensation Approach Aligned with our competitive and market-based executive compensation philosophy,The Role of the O&C Committee establishes a benchmark “compensation peer group” The O&C Committee is responsible for determining the compensation of our Executive Officers and designing our executive compensation program. Determining compensation for our Executive Officers includes, among other things, determining each component of executive compensation and any related performance metrics, goals, attainment and payouts as described above in “Components of Executive Compensation.” The Role of the CEO Each year, Mr. Rowe presents compensation recommendations to the O&C Committee regarding the compensation for each Executive Officer, other than himself. Mr. Rowe makes his recommendations based upon an assessment of each executive’s performance, as well as the performance of the executive’s business unit or function. His recommendations consider the median market data for each role as well as his assessment of the retention risk for each executive. The O&C Committee annually reviews Mr. Rowe’s performance, including feedback directly from the Board, and holds executive session discussions without our CEO and other Executive Officers present to establish Mr. Rowe’s compensation. 2022 PROXY STATEMENT      40 Back to Contents The Role of the Independent Compensation Consultant The O&C Committee has retained FW Cook as its independent compensation consultant to provide advice regarding executive compensation matters. The services provided by FW Cook generally include providing: • Input on the design of our executive compensation program, evolving market practices and the competitiveness of our program, • Market data, and • Input on proposed compensation decisions. FW Cook attends all regularly scheduled O&C Committee meetings and calls. The O&C Committee assessed FW Cook under the factors set forth in the SEC’s rules and concluded that FW Cook was independent and that the consultant’s work in 2021 did not raise any conflicts of interest. Competitive Positioning and Our Compensation Peer Group (“CPG”) on an annual basis. In addition, AON Annually, the O&C Committee reviews the base salaries, target bonuses, and the grant date value of long-term incentive awards for each of our Executive Officers as compared to the compensation levels for similar positions at our CPG companies, while considering other factors described below. The O&C Committee reviews publicly available financial and compensation information reported by our CPG companies and general survey data. The 2020 general survey data used to inform the O&C Committee’s 2021 compensation decisions was collected from Willis Towers Watson (“WTW”) Executive Compensation Survey Data is utilized to set compensation elements for positions that are not adequately covered by(WTW) and AON. The O&C Committee reviews the CPG data.and survey data to determine the median compensation for each executive’s position and then considers this as one factor when setting each executive’s target compensation for the current year. Median compensation is used as a reference point for pay recommendations. Target pay varies from the median based on the executive’s industry experience; experience and performance in his or her role and at the Company; value of the role to the Company; internal pay parity among our executives; and any other factors the O&C Committee deems relevant. The CPG AON Surveyis also used more generally when the O&C Committee reviews our compensation program design, including the types of compensation awarded and WTW Surveythe terms and conditions of compensation components. Our 2021 CPG The O&C Committee conducts an annual review of the CPG to determine if any changes are each considerednecessary. In choosing our peers, the O&C Committee involves management and uses research and advice from its independent compensation consultant. The O&C Committee generally seeks to include companies in setting targetsimilar industries, with applicable revenue and market cap scope, with similar business characteristics (such as margins and asset intensity) and adequate disclosure of executive compensation levels. For 2019, our CPG consisted ofpractices to ensure no pay anomalies exist which are inconsistent with Flowserve’s pay practices. The O&C Committee determined the compensation peer group for 2021 to be the following 18 companies which remain unchangedmaking no changes from our 2018 CPG:2020: COMPENSATION PEER GROUP (CPG) 2019 COMPENSATION PEER GROUP (17 Companies) Ametek, Inc. Regal Beloit Corporation Colfax Corporation Rockwell Automation, Inc. Crane Co. Snap-on Incorporated Donaldson Company, Inc. Terex Corporation Dover Corporation Trinity IndustriesFortive Corporation IDEX Corporation Wabtec Corporation Lincoln Electric Holdings, Inc. Nordson Corporation Pentair PLC Regal Beloit Corporation Rockwell Automation, Inc. Snap-on Incorporated Terex Corporation Trinity Industries Wabtec Corporation Woodward, Inc. Nordson Corporation Xylem Inc. Pentair plc +0 Changes Elements of 2022 PROXY STATEMENT      41 Back to Contents 2021 Executive Compensation in Detail Outcomes Base SalarySalaries The O&C Committee reviews and approves base salaries annually during the first quarter with a general goal to approximate the market median of companies within the CPG and the broader market as reflected in the AON Survey and WTW Survey.each year. The base salaries paid to the Named Executive OfficersNEOs during 2019 are shown below. Messers. Roueche2021 were as follows: Name/Title Annual Salary Effective January 1, 2021         Adjusted Annual Salary Effective April 5, 2021           Rationale for Increase R. Scott Rowe Chief Executive Officer $ 1,133,000   No change     N/A Amy B. Schwetz Chief Financial Officer $        650,000   $     669,500     3% increase for performance and proximity to market Elizabeth L. Burger Chief Human Resources Officer $ 478,950   $ 493,319     3% increase for performance and proximity to market Keith E. Gillespie Chief Sales Officer $ 485,000   $ 494,700     2% increase for performance and proximity to market Tamara M. Morytko President, FPD $ 500,000   $ 535,000     7% increase for performance and proximity to market Annual Incentive Plan Payments The Company’s AIP rewards participants to the extent they achieve the Company’s annual objectives. Under this short-term incentive program, the O&C Committee establishes performance metrics and Gillespie and Ms. Burgertarget performance levels. It also establishes a target incentive award for each receivedexecutive as a modest increase in base salary over 2018percentage of 2% - 3%, consistent with their performance and the peer benchmark data for their respective positions.salary.   Award Structure Working with its consultant and Management, the O&C Committee selects performance metrics that support key strategies to drive sustainable and profitable growth. 2021 Metrics, Relevance and Weightings Design Feature Relevance Weightings Adjusted Operating Income Key financial measure that incentivizes margin expansion Determined based on the specific role of the executive to align with areas of responsibility Primary Working Capital (PWC) as a % of Sales Key financial measure that promotes focus on efficient use of capital Customer Bookings Leading financial indicator of growth On-time Delivery Key customer satisfaction metric that supports growth 2022 PROXY STATEMENT      42 Back to Contents Target Award Levels Each NEO’s target bonus percentage for 2021 remained unchanged from 2020, as follows: Named Executive Officer 2019 Salary       Target Bonus as ($)       % of Salary R.ScottRowe 120% 1,133,000  LeeS.EckertAmy B. Schwetz 75%     543,622(1)  John E. (Jay) Roueche, IIIElizabeth L. Burger 65%       341,898  DavidJ.WilsonKeith E. Gillespie 65%       471,895  KeithE.GillespieTamara M. Morytko 65%  485,000        ElizabethL.Burger       475,731          (1) Mr. Eckert’s base salary reflects Mr. Eckert’s separation from the Company on December 3, 2019. Metrics and Weightings 2020 PROXY STATEMENT          35   Consolidated Flowserve Pumps Division Adjusted Operating Income Primary Working Capital as a % of Sales Customer Bookings On-Time Delivery Adjusted Operating Income Primary Working Capital as a % of Sales Customer Bookings On-Time Delivery R. Scott Rowe 45% 25% 15% 15% —   — — Amy B. Schwetz — Elizabeth L. Burger   Keith E. Gillespie 30% 20% 50% — — — — — Tamara M. Morytko 20% — — — 25% 25% 15% 15% Performance Goals All 2021 performance goals were set in line with our internal business plans and external market guidance and required the same or greater level of effort as in prior years to achieve the targets in the uncertain market environment created by the COVID-19 pandemic. We established a target range so that incremental performance above or below the performance target would not have an outsized impact on incentive plan payouts. We also established wider goal ranges to address the difficulty in setting fixed performance targets. EXECUTIVE COMPENSATION  •ElementsThe 2021 performance target for consolidated Adjusted Operating Income was set below our 2020 actual attainment to reflect the lag between our customers’ return to capital spending in 2021 toward purchasing and maintenance of the Executive Compensation Programprecision-engineered components that we supply and the conversion of such bookings into revenue. Targets for other metrics represented an expansion over 2020 actuals. Payout Level Consolidated Flowserve Performance Goals (in $M)   Adjusted Operating Income Adjusted Primary Working Capital as a % of Sales Customer Bookings On-time Delivery Payout Percentage Maximum $344.2 26.8% $3,644.5 Not disclosed for competitive reasons 200% Stretch $299.3 27.8% $3,555.6 120% Target $284.3 28.5% $3,377.8 100% Threshold $254.4 29.5% $3,200.1 50% Note: Interpolation is used to calculate the payout percentage for attainment that falls between the payout levels shown. 2022 PROXY STATEMENT      43 Back to Contents Payout Level FPD Performance Goals (in $M)   Adjusted Operating Income Adjusted Primary Working Capital as a % of Sales Customer Bookings On-time Delivery Payout Percentage Maximum $61.5 26.3% $1,366.5 Not disclosed for competitive reasons 200% Stretch $53.5 27.3% $1,333.2 120% Target $50.8 28.0% $1,266.5 100% Threshold $42.8 29.0% $1,199.9 50% Note: Interpolation is used to calculate the payout percentage for attainment that falls between the payout levels shown. Calculation of Performance Attainment and Award Payout Annual Incentive Opportunity DuringOur alignment of pay and performance is one of the first quarterkey components of each year, the O&C Committee also establishes each Named Executive Officers’ annual cash incentive opportunityour compensation philosophy. Adjusted Operating Income came in just under our Annual Incentive Plan (the “AIP”). When setting annual incentive opportunities,target because, despite constrained revenues due to the O&C Committee approves: (i) the overall Company performance measures under the AIP for the fiscal year; and (ii) an AIP target opportunity for each Named Executive Officer. AIP target opportunities for 2019 remained unchanged from 2018 levelspandemic, we were able to control costs as a percentageresult of base salaries.acceleration of the Flowserve 2.0 transformation. Bookings were strong due to the return of our customers’ capital spending. Adjusted PWC as a % of Sales and On-time Delivery goals did not meet threshold performance levels because of supply chain and logistics disruptions and labor availability issues caused by the pandemic. The following table illustratessets forth the 20192021 AIP target opportunities and payoutspayout for each NEO:of our NEOs other than Ms. Morytko:   Consolidated Flowserve Total 2021 Payout % (Sum of Weighted Payout % for Each Metric) Adjusted Operating Income Adjusted Primary Working Capital as a % of Sales Customer Bookings On-time Delivery Performance Goal (in $M) $284.3 28.5% $3,377.8 *   Actual Performance (in $M) $284.1 29.7% $3,774.4 % of Goal Achieved 99.9% 96.0% 112.0% Payout % Earned (A) 99.5% 0.0% 200.0% 0.0% Weighting of Metric (B) R. Scott Rowe 45.0% 25.0% 15.0% 15.0% Amy B. Schwetz Elizabeth L. Burger Keith E. Gillespie 30.0% 20.0% 50.0% N/A Weighted % Payout (A) x (B) R. Scott Rowe 44.8% 0.0% 30.0% 0.0% 74.8% Amy B. Schwetz Elizabeth L. Burger Keith E. Gillespie 29.9% 0.0% 100.0% N/A 129.9% * The Company has chosen not to disclose this information as these metrics correspond to data that is not otherwise publicly disclosed and is used primarily to assess compensation for the NEOs. The Company believes that the disclosure of such proprietary information may cause competitive harm. 2022 PROXY STATEMENT      44 Back to Contents The following sets forth the 2021 AIP payout for Ms. Morytko: Named Executive Officer    Base Salary      Target AIP %      Target AIP Amount      Payout Percentage     2019 AIP Payout   R. Scott Rowe    $ 1,133,000        120 %     $ 1,359,600        74.9 %    $ 1,018,340   Lee S. Eckert    $ 566,500        75 %     $ 424,875        85.0 %(1)    $ 361,144   John E. (Jay) Roueche, III    $ 343,757        50 %     $ 171,879        74.9 %    $ 128,737   David J. Wilson    $ 475,088        65 %     $ 308,807        92.4 %    $ 285,338   Keith E. Gillespie    $ 485,000        65 %     $ 315,250        84.1 %    $ 265,125   Elizabeth L. Burger    $ 478,950        65 %     $ 311,318        74.9 %    $ 233,177     Consolidated Flowserve Flowserve Pumps Division Total 2021 Payout % (Sum of Weighted Payout % for Each Metric) Adjusted Operating Income Adjusted Operating Income Adjusted Primary Working Capital as a % of Sales Customer Bookings On-time Delivery Performance Goal (in $M) $284.3 $50.8 28.0% $1,266.5 *   Actual Performance (in $M) $284.1 $63.6 32.0% $1,433.1 % of Goal Achieved 99.9% 125.0% 87.5% 113.0% Payout % Earned (A) 99.5% 200.0% 0.0% 200.0% 0.0% Weighting of Metric (B) 20.0% 25.0% 25.0% 15.0% 15.0% Weighted % Payout (A) x (B) 19.9% 50.0% 0.0% 30.0% 0.0% 99.9% * The Company has chosen not to disclose this information as these metrics correspond to data that is not otherwise publicly disclosed and is used primarily to assess compensation for the NEOs. The Company believes that the disclosure of such proprietary information may cause competitive harm. (1) This reflects the payout percentage determined pursuant to the terms of Mr. Eckert’s Separation Agreement, as described below under the heading “—Mr. Eckert’s Separation Agreement”. RigorousAdjustments Made When Determining Performance MeasuresAttainment The O&C Committee working with its compensation consultant and members of management, evaluates and approves the Company’s AIPdetermined performance measures. The O&C Committee also sets the weighting of each executive’s individual performance measures to be consistent with our business strategy and tied to the achievement of important strategic objectives within each executive’s area of control. The Company’s 2019 AIP performance measures as weighted for each executive were as follows: Fiscal 2019 Performance Measures & Weighting     Consolidated Adjusted Operating Income        Business Unit Operating Income        Revenue or Bookings(1)        Adjusted PWC as % of Sales        Customer On-time Delivery         Total      R. Scott Rowe   50%       —       15%       20%       15%        100%     Lee S. Eckert   50%       —       15%       20%       15%        100%     John E. (Jay) Roueche, III   50%       —       15%       20%       15%        100%     David J. Wilson(2)   25%       25%       15%       20%       15%        100%     Keith E. Gillespie   30%       —       50%       20%       —        100%     Elizabeth L. Burger   50%       —       15%       20%       15%        100%     (1) Only Mr. Gillespie had a Consolidated Bookings target. Except as otherwise noted, the other Named Executive Officers had a Consolidated Revenue target. (2) Mr. Wilson received a business unit target for each of Revenue, Adjusted PwC as % of Sales and Customer On-time Delivery. 36          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Elements of the Executive Compensation Program The O&C Committee selected these performance measures, with input from management, because they support key strategies that we believe drive sustainable and profitable Company growth. Achievement of the metrics was evaluated usingpre-defined internal criteria, as adjustedAdjusted Operating Income by the O&C Committee within parameters it established at the beginning of the year, to exclude the effect of certain specified developments that occured during the year and described further below. Performance Metric How It was Calculated for 2019 Consolidated Adjustedadjusting Operating Income •  Our reported operating income adjusted to remove the effects of transformation expenses and one-time voluntary retirement program expenses incurred in 2019. This resulted in Consolidated Adjusted Operating Income of approximately $448.0 million compared to reported Operating Income of approximately $406.0 million. Business Unit Operating Income •  No adjustments were made to Business Unit Operating Income in 2019. Revenue or Bookings(1) •  No adjustments were made to reported revenue or bookings in 2019. Adjusted PWC as % of Sales •  Adjusted PWC is calculated by adding net receivables and total inventory less accounts payable, accrued deferred revenue and accrued progress billings. •  Adjusted PWC as a percentage of sales is calculated by dividing the aggregate of adjusted PWC as of the last day of each quarter by total sales in 2019. CustomerOn-time Delivery •  Customer on-time delivery is measured as the blended average of line items shippedon-time and order values shipped on time. Customer on-time delivery is measured from April 2019 to December 2019. (1) Only Mr. Gillespie had a Consolidated Bookings target. The other Named Executive Officers had a Consolidated Revenue target. Measuring Performance and Establishing Payouts The 2019 payout range under the AIP was 0% to 200% of each executive’s respective target award opportunity. The actual payout percentage was determined using a matrix that compares the Company’s actual performance against the established performance targets for the year (referredfollowing items: • Settlement gain on 2018 sale of business in Pumps, • Expenses related to as “plan”). The following tables show the percentage of target award that is paid at different levels of Company performance against plan, as well as actual performancerealignment, and payout percentages for 2019.   Fiscal 2019 Financial Metric Performance     Threshold (50% Payout)          Target (100% Payout)          Maximum (200% Payout)          Measured Performance          Payout Percentage        Consolidated Adjusted Operating Income     $375.6         $446.0         $490.6         $448.0 (100.5% of Target)         105.0%       Consolidated Revenue     $3,863.5         $4,066.8         $4,473.5         $3,944.8 (97.0% of Target)         70.0%       Consolidated Bookings     $4,033.0         $4,360.0         $4,796.0         $4,238.4 (97.2% of Target)         81.3%       Consolidated Adjusted PWC as % of Sales     27.7%         26.7%         25.7%         27.5% (103.0% of Target)         59.4%       Consolidated Customer On-Time Delivery     *         *         *         * (93.6% of Target)         0.0%       Business Unit Adjusted Operating Income     *         *         *         * (117.0% of Target)         200.0%       Business Unit Revenue     *         *         *         * (94.1% of Target)         0.0%       Business Unit Adjusted PWC as % of Sales     *         *         *         * (102.6% of Target)         80.6%       Business Unit Customer On-Time Delivery     *         *         *         * (83.4% of Target)         0.0%     * Not disclosed for competitive reasons as discussed below. 2020 PROXY STATEMENT          37 EXECUTIVE COMPENSATION   •Elements of the Executive Compensation Program The Company has chosen not to disclose the Threshold, Target, Maximumdifference between actual and Measuredtarget AIP expense. Individual Personal Performance data for the consolidated customeron-time delivery metrics for all Named Executive Officers and the business unit operating income, revenue, adjusted primary working capital as a percentage of sales and customeron-time delivery metrics used for Mr. Wilson, as these metrics correspond to financial data that is not otherwise publicly disclosed and is used primarily to assess compensation for these Named Executive Officers. As such, the Company believes that the disclosure of such information would cause competitive harm to the Company without adding meaningfully to the understanding of its business. Like all performance targets for financial metrics used in our AIP, the O&C Committee set these performance goals at definitive, challenging and objective levels that require significant effort and achievement by our Named Executive Officers for any payout to occur and required year-over-year improvement.Adjustments Long-Term Incentives Form of Award % of Annual Target Opportunity Key Terms Restricted Stock Units (“RSUs”) 50% •  Ratable vesting over three years on each anniversary date of grant •  Contingent on continued employment with the Company until the vesting date of the awards, except pursuant to special end of service vesting discussed under “End of Service Benefits” Performance Shares Units (“PSUs”) 50% •  Three-year cliff vest contingent on attainment of ROIC targets and relative TSR metrics as described under “Contingent Performance Share Units” •  Forfeiture if the executive’s employment terminates before the end of the three-year performance period, except pursuant to special end of service vesting discussed under “End of Service Benefits” The O&C Committee may alsoexercise judgment in assessing each NEO’s personal performance when determining the final annual incentive awardone-time grants amounts. The O&C Committee considered individual performance of RSUsour NEOs in its discretion2021 and determined not to make any adjustments to the formulaic payout based on our quantitative performance or other factors, but no such special awards were grantedmetrics. Long Term Incentives The Company’s LTI program is structured to: • Reward participants to the extent they achieve the Company’s long-term objectives, and • Retain participants to provide continuity of leadership for the benefit of our Named Executive Officers in 2019.shareholders. 2021 Award Structure Setting Under the Target Opportunity Each year,long-term incentive program, the O&C Committee establishes a target dollar value of the long-term incentive packageaward for each Named Executive Officer. In doing so, the committee considers data from the Company’s CPG and, for positions that are not adequately covered by the CPG data, the AON Survey and WTW Survey. For 2019,2021, these target values were set at levels that approximate the market median of both the CPG and the broader market taken from theWTW and AON Survey and WTW Survey.survey data. 2022 PROXY STATEMENT      45 Back to Contents Named Executive Officer 2021 LTI Target R. Scott Rowe $ 5,500,000 Amy Schwetz $ 1,550,000 Elizabeth L. Burger $ 700,000 Keith E. Gillespie $ 600,000 Tamara M. Morytko $ 700,000 2021 Form of Award In addition,order to align managements’ focus with those of shareholders, 100% of the O&C Committee considers the package’s potential dilutive effect on the Company’s outstanding shares in determining aggregate award values. Named Executive Officer 2019 LTI Target R. Scott Rowe $5,500,000 Lee S. Eckert $1,500,000 John E. (Jay) Roueche, III $   343,757 David J. Wilson $   700,000 Keith E. Gillespie $   600,000 Elizabeth L. Burger $   700,000 is equity-based. The share amount isnumber of units granted was determined by dividing each executive’s total long-term incentivethe LTI grant value by the average closing price of the Company’s common stock reported on the NYSE during the last twenty trading days prior to the grant date of 2018. UntilFebruary 16, 2021, which was $37.67. The stock units are awarded as follows: • 50% of the stock units are granted in the form of PSUs • 50% of the stock units are granted in the form of RSUs The company’s long-term incentive program allows RSUs and PSUs to continue to vest over the original vesting holdersperiod for employees who retire at a minimum age of RSU and PSU awards do not have voting rights55 years with 10 years of continuous service with the Company. The O&C Committee believes that this encourages the participants to continue to focus on the units, but the units are entitled to receive dividend equivalent accruals, if any, that payout only if and to the extent the underlying units vest.company’s performance as they approach retirement. Contingent2021 Performance Share Units (PSUs)Stock Unit (PSU) Grant Aligned with our compensation objectives, these performance-based awards provide a strong incentive for our executives to achieve specific performance goals over the relevantassociated performance periods thatperiod to advance our business 38          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Elements of the Executive Compensation Program strategies, strategy, build long-term shareholder value and encourage executive retention. Contingent performance shares, or PSUs, are RSUs that vest, if at all, based on the Company’s achievement ofpre-determined financial metrics, measured over a three-year performance period. Rigorous Performance MeasuresMetrics and TargetsTheir Relevance During the first quarter of each year,Working with its independent consultant and management, the O&C Committee working with its compensation consultant and members of management, evaluates and approves the Company’s LTIselects performance measures consistent withthat support our business strategy. The O&C determines performance goals at definitive, challenging and objective levels that require significant effort and achievement by our Named Executive Officers for payout to occur. The O&C Committee believes that ROIC and TSR measures reward the progress towards Flowserve’s strategystrategic focus on Growth, Margin Expansiongrowth, margin expansion, and Capital Efficiency. ROIC and TSR are additionally correlated to Flowserve’scapital efficiency as well as shareholder value creation. The following table shows the performance measures for the 2017, 20182022 PROXY STATEMENT      46 Back to Contents Metrics, Weightings and 2019 PSU grants:Measurement Weighting Performance Metric Measurement  Performance Period50% Return on Invested Capital Absolute ROIC attainment for each single year 2021, 2022, and measure2023 during the 2021 to 2023 performance period with goals established at the beginning of each year. This approach helps address difficulty in goal setting in an industry with volatile end markets. Earned payout percentages for each year are averaged to determine the payout percentage at the end of the 3-year performance cycle, if any, for the 2021 PSUs tied to this performance metric. Detail 2017-201950% Free Cash Flow as a percentage of Net Income Attainment of a 3-year goal approved by the O&C Committee at the beginning of 2021 for the 2021 - 2023 performance period. Applies to all PSUs rTSR Payout Modifier   50% TSR +/- 15% Potential Adjustment •Relative 3-year TSR compared to that of the Performance Peer Group (PPG) measured over a three-year period 50% ROIC •  Three-year average ROIC(“PPG”). Any earned PSUs under both performance metrics shown above is subject to adjustment based on the Company’s 3-year (2021 - 2023) TSR performance relative to the three-year average ofPPG. If the weighted cost of capital (“WACC”) and compared to that ofCompany’s 3-year TSR performance: • Falls below the PPG 2018-2020 50% TSR •  Relative TSR compared to that25th percentile of the PPG, measured over a three-year period 50% ROIC •  ROIC improvement goals which closely correlate to the compounded annual share price growth rate ofearned payout based on performance metrics is multiplied by 85%. • Falls above the S&P Industrial Machinery Index over a 10-year period 2019-2021 50% TSR •  Relative TSR compared to that75th percentile of the PPG, measured over a three-year periodthe earned payout based on performance metrics is multiplied by 115%. 50% ROIC • •  ROIC improvement goals aligned with Flowserve’s long-term ROIC targetsFalls at the 25th percentile or the 75th percentile or between, then no adjustment is made to the earned payout based on performance metrics. Members of the 2021 PPG are shown below The payout ranges for PSUs shown above are 0% below threshold, 50% at threshold, 100% at target and 200% at maximum of NEO’s respective target award opportunity. 2020 PROXY STATEMENT          39 EXECUTIVE COMPENSATION  •Elements of the Executive Compensation Program 2021 Performance Peer Group (PPG): The O&C Committee believescompanies that represent the use of absolute performance measures alone yields an incomplete picture of Company performance and has determinedPPG were chosen to assess attainment of our PSU TSR metric against a performance peer group. During 2019, a performance peer group benchmarking study alignedensure continued alignment with Flowserve’s aspirationgoal to become the leading company within the Flow Control Industry was performed.flow control industry. The performance peer group was identifiedcompanies were chosen based, generally, on publicly traded companies that are: (1)1) industrial equipment manufacturers; (2)manufacturers, 2) direct business peers of the Company;Company, and (3)3) financially comparativecomparable to the Company. One company in the 2020 PPG, The Weir Group, was eliminated in forming the 2021 PPG: PERFORMANCE PEER GROUP (PPG) 2021 - 2023 PERFORMANCE PEER GROUP (15 Companies) CIRCOR International, Inc. Colfax Corporation Crane Co. Dover Corporation Ebara Corporation IDEX Corporation Ingersoll Rand IMI PLC ITT Corporation KSB Aktiengesellschaft Neles Rotork PLC SPX FLOW, Inc. Sulzer AG Xylem Inc. Performance Targets – ROIC and FCF as a % of Net Income Due to the proprietary and competitive nature of the Company’s business strategy and internal budgets that inform the 3-year performance program targets, the Company has chosen not to disclose this information. The ROIC and FCF as a % of Net Income performance targets were set at a level intended to be challenging but attainable. 2022 PROXY STATEMENT      47 Back to Contents Payout Structure – 2021 ROIC The O&C Committee sets the ROIC goals for each fiscal year at the beginning of the applicable fiscal year. Following the conclusion of the third year, the payout attributable to the ROIC metric for the PSUs then-vesting is then determined by averaging the earned payout for each of the three single fiscal years in the applicable performance period. In February 2021, the O&C Committee approved the 2021 ROIC goal and payout levels to cover one-third of the 2020 and 2021 PSUs. The 2021 ROIC payout table is structured as follows: Payout Level Threshold Target Maximum Percent Attainment 90% 100% 113% Payout Percentage 50% 100% 200% Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. Payout Structure – 3-Year FCF as a % of Net Income The O&C Committee determined a 3-year performance goal at the beginning of the 2021-2023 performance period, as follows: Payout Level Threshold Target Stretch Maximum Percent Attainment 89% 100% 106% 117% Payout Percentage 50% 100% 120% 200% Note: Interpolation is used to calculate the payout % for attainment that falls between payout levels shown above. Payout Structure – rTSR Payout Modifier The O&C Committee determined to structure the rTSR payout modifier as shown in the above “Metrics, Weightings and Measurement” chart. 2021 RSU Grant The 2021 RSUs are structured to vest ratably over three years on the first, second and third anniversaries of the grant. RSUs not only provide a retention incentive, but they align the interests of grant recipients with those of stockholders (a focus on stock price and TSR). One-Time, Enhanced LTI Awards In early 2021, the O&C Committee and Board of Directors provided executive officers in the executive leadership team with a one-time enhanced LTI award in the amounts listed below to retain and motivate these executives in the current challenging industry environment and labor market. These non-recurring awards were made by the O&C Committee because it believed the retention of these executives, which it had recently recruited to join the organization, would be critical to support business stability, focus on the long-term shareholder value growth built on the achieved success of our transformation strategy, and reinforce alignment of the executives’ interests with those of our shareholders. Named Executive Officer Grant Value of One-Time Enhanced 2021 RSU Grant Grant Value as a % of 2021 LTI Grant Value R. Scott Rowe $ 4,000,000 73% Amy Schwetz $    750,000 48% Elizabeth L. Burger $    500,000 71% Keith E. Gillespie $    300,000 50% Tamara M. Morytko $    250,000 36% 2022 PROXY STATEMENT      48 Back to Contents The form and value of awards was determined after considering a variety of factors and using input from the O&C Committee’s independent compensation consultant. The O&C Committee first evaluated the value of the unvested LTI held by the executive team prior to and after the 2021 LTI awards. Prior to the 2021 LTI awards, several of the executives held less than 1x their annual LTI grant in unvested LTI, which O&C Committee determined was not sufficiently retentive. After the 2021 LTI grants and one-time, enhanced LTI awards, the majority of the executives held between 2x and 2.5x their annual LTI grant, which the O&C Committee believed would support retention. Due to continued uncertainty in the market, the O&C Committee granted the enhanced LTI award in the form of restricted stock units. To aid in retention, the awards were structured to vest one-third after 2 years and two-thirds after 3 years rather than the ratable, annual vesting that applies to RSU grants made under the annual LTI program. In the event of a voluntary termination of employment, any unvested RSUs are forfeited. As RSU awards, the ultimate value Mr. Rowe and others receive under this grant is tied directly to our stock price performance. Absent the special RSU grant, Mr. Rowe’s total compensation for 2021 reported in the Summary Compensation Table, with a significant portion delivered via at-risk performance-based equity awards, would be on par with 2020 reported compensation. Settlement of 2019 Performance Stock Units The PSUs granted in 2019 for the 2019 to 2021 performance period were structured and paid out as follows: 2019 PSU Structure Weighting Performance Metric Measurement 50.0% Return on Invested Capital Year-over-Year (YoY) ROIC improvement. Threshold, target and maximum payout levels for each year 2019, 2020, and 2021 were established at the beginning of 2019. Earned payout percentages for each year are averaged to determine the overall payout percentage for this metric. 50.0% rTSR Attainment of 3-year TSR relative to a PPG the O&C Committee established at the beginning of 2019 (“2019 PPG”). 2019-2021 ROIC Attainment and Payout % Year Performance Goal Performance Achieved Payout % in Accordance with Pre-established Payout Table Absolute Attainment % Attainment of Goal 2019 12.2% 12.9% 106.0% 200% 2020 14.2% 11.4% 80.0% 0% 2021 12.4% 9.7% 78.2% 0% 3-Year Average ROIC Payout % 66.7% As a result, the O&C Committee approved a payout of 66.7% of the 2019 PSUs granted tied to the ROIC performance metric. Adjustments Made When Determining Performance Attainment In determining ROIC performance achievement, the O&C Committee determined Net Operating Profit After Taxes by adjusting the following financial statement items consistent with the methodology for determining all adjusted financials, so that ROIC attainment reflects 2021 business results excluding the following one-time events: • Settlement gain on 2018 sale of business in FPD 2022 PROXY STATEMENT      49 Back to Contents • Expenses related to realignment • Certain financing interest expense • Certain one-time tax expense Relative 3-Year (2019-2021) TSR Attainment and Payout % Flowserve’s 3-Year TSR Relative to 2019 PPG Pre-established Payout Table for Flowserve Percentile Attainment Payout % in Accordance with Pre-established Payout Table Lowest TSR Maximum 75th Percentile 200.0% 0% Target 50th Percentile 100.0% Threshold 25th Percentile 50.0% Interpolation is used to calculate the payout percentage for attainment that falls between payout levels shown above. The calculation of TSR assumes the reinvestment of dividends over the 3-year performance period. As a result, the O&C Committee approved a distribution of 0% of the 2019 PSUs granted tied to the relative 3-year TSR performance metric. 2019 PPG U.S PEER COMPANIES INTERNATIONAL PEER COMPANIES CIRCOR International Colfax Corporation Crane Co. Dover Corporation IDEX Corporation Ingersoll Rand ITT Inc. SPX FLOW, Inc. Xylem Inc. Ebara Corporation IMI PLC KSB Aktiengesellschaft Neles Rotork PLC Sulzer Ltd. The Weir Group PLC   2017 and 2018 Peer Group (13 Peers) 2019 Peer Group (16 Peers) Colfax Colfax Crane Crane Dover Dover ITT ITT KSB Aktiengesellschaft KSB Aktiengesellschaft Metso Corp Metso Corp Rotork Plc Rotork Plc Sulzer AG Sulzer AG Weir Group Plc Weir Group Plc                                         Net Change: +3 2017 PSU PayoutPay-for-Performance Alignment: TSR Performance Share Score: For the 2017-2019Our alignment of pay and performance period, the Company’s TSR was 3.6% representing the 28.5th percentileis one of the key components of our compensation philosophy. We are committed to a rigorous goal setting process, the careful selection of key performance peer group resulting inmetrics aligned with our strategy and the creation of shareholder value. As a 0% payout.result of our strong pay-for-performance culture, our final 2019 PSU payout was as follows: Aggregate Payout % for 2019 PSUs Metric Weighting Payout Percentage Weighted Payout Return on Invested Capital 50.0% 66.7% 33.3% Relative 3-Year Total Shareholder Return 50.0% 0.0% 0.0% Total Payout Percentage (Sum of Weighted Payouts for Each Metric) 33.3% No discretionary adjustment was considered or made to the formulaic payouts shown above. 2022 PROXY STATEMENT      50 Back to Contents 40          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Elements of the Additional Attributes Related to Executive Compensation Program ROIC Performance Score: For the 2017-2019 performance period, the Company’s three year average ROIC was 8.2% representing the 30th percentile of the performance peer group. Flowserve’s ROIC/WACC spread was -1.8%. This resulted in a payout of 51.7%. 2017 PSU Vesting The following table illustrates the 2019 PSU Payout for each NEO(1): NEO    Target PSUs              Payout   Percentage              2019 LTIP Payout(2)   R. Scott Rowe      56,310      ×        25.8%      =        14,528   John E. (Jay) Roueche, III      3,220      ×        25.8%      =        831   Keith E. Gillespie      9,810      ×        25.8%      =        2,531   (1) Messers. Eckert and Wilson and Ms. Burger did not receive any PSUs that vested in 2019. (2) The number of shares reported in this column does not include dividend equivalent units that accrued during the performance period. Other Compensation Other benefits provided to the Named Executive Officers are generally consistent with those provided to other employees of the Company, including health and retirement benefits. These elements of our compensation program are outlined in the chart below and discussed in more detail below:in the narrative following the chart.   Plan Description Eligible Employee Retirement Qualified Pension Plan Tax-qualified pension plan •  Tax-qualified pension plan, available to allAll salaried U.S. employees Senior Management Pension Retirement Plan •Non-qualified, defined benefit restoration plan available to executive officersrestore pension benefits that cannot be provided in a qualified plan due to certain employees’ compensation levels Executive Officers and other U.S. employees based on salary levelthat earn eligible compensation in excess of the Internal Revenue Code (“IRC”) 401(a)(17) limit Supplemental Executive Pension Retirement Plan •Non-qualified supplemental defined benefit plan available to eligible U.S. executives to maintain competitive total retirement benefits U.S. Executives 401(k) Plan •Tax-qualified 401(k) plan available to all U.S. employees; Company currentlyin which Flowserve matches 75% ofpre-tax contributions up to 6% of salary All U.S. Employees Other Executive Officer Severance Plan •  Sets standardProvides severance benefits for senior executives in the event of a qualifying termination Executive Officers Change in Control Severance Plan •  Sets standardProvides severance benefits for senior executives upon a qualifying termination in connection with a change in control of the Company Senior Executives including Executive Officers Limited OtherPersonal Benefits •  PhysicalExecutive physical exam, enhanced vacation, relocation benefitsfinancial counseling with dedicated advisor Executive Officers 2020 PROXY STATEMENT          41 EXECUTIVE COMPENSATION  •Elements of the Executive Compensation Program Flowserve Corporation Executive Officer Severance Plan Each of the Named Executive Officers participates in the Company’s Amended and Restated Executive Officer Severance Plan (the “Officer Severance Plan”). Under this plan, the Company’s officers are provided benefits upon a termination as a result of a reduction in force or by the Company without cause. No benefits are payable under the Officer Severance Plan to any officer who receives benefits under the Company’s Change in Control Severance Plan (the “CIC Plan”). The Officer Severance Plan does not provide for any additional payments or benefits upon a termination of employment by the Company for cause, upon the executive’s resignation for any reason (including “good reason” or “constructive termination”) or upon the executive’s death or disability. COMPENSATION Officer Severance Plan Payment for NEOs Cash Payment •  24 months’ base salary continuation •  Payment equivalent to target AIP bonus, provided Company actually achieves threshold performance under the AIP for the year PSUs •  Apro-rated payout of the PSUs, if any, that have a performance cycle that would otherwise end in the year that contains the termination date based on the number of months the executive was employed during the performance period RSUs •  A cash payment in lieu of any RSUs that would otherwise vest within 90 calendar days following the termination date based on the Company’s average closing price over the twenty trading days in the month preceding the officer’s termination date. For purposes of the Officer Severance Plan and CIC Plan, the term “cause” generally means the covered executive’s: willful and continued failure to perform basic job duties after written demand for substantial performance is delivered to the executive by the Board; or willful engagement in conduct materially and demonstrably injurious to the Company, monetarily or otherwise. 42          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Elements of the Executive Compensation Program Flowserve Corporation Executive Change in Control Plan Each of the Named Executive Officers participates in the Company’s Change in Control Plan (“CIC Plan”). Benefits under the CIC Plan are triggered if, within two years following a change in control the Named Executive Officer is terminated without cause (and not on account of death or disability), or resigns for reasons constituting a “constructive termination.” Benefits are also triggered if a Named Executive Officer is terminated within the90-day period immediately prior to a change in control if such termination (i) occurs after the initiation of discussions leading to such change in control and (ii) can be demonstrated to have occurred at the request or initiation of parties to such change in control. The severance benefits provided upon a termination of employment covered under the CIC Plan include: COMPENSATION CEO OTHER NEOs Cash Payment(1) A lump sum payment equal to 3x the sum of the executive’s annual base salary and target annual incentive A lump sum payment equal to a multiple of the executive’s annual base salary and target annual incentive as follows: •  2.5x for executive vice presidents(2); •  2.0x for senior vice presidents and presidents; and •  1.5x for vice presidents. Long-Term Incentive Awards Full vesting at target of each cash or stock-based long-term incentive award. Named Executive Officers have 90 days following the date of employment termination to exercise any vested stock options Same Life, Medical, Health and Accident Benefits Company provided coverage for the executive and his or her dependents for a number of months following termination equal to annual severance multiplier used to calculate the cash payment, multiplied by 12 months Same Supplemental Pension Benefits Supplemental retirement benefits equal to the difference between the amounts the executive would have been entitled to had he or she remained employed through the end of the benefits continuation period and the amounts actually received Same (1) For purposes of this calculation, the base salary is the highest of: (i) the highest-annualized monthly base salary during the twelve months preceding the termination; (ii) the base salary in effect on the date of termination; and (iii) the base salary in effect on the date of the change in control. (2) The Company does not currently have any Executive Vice Presidents. For purposes of the CIC Plan, the term “constructive termination” generally means the occurrence of any one of the following events within two years after the effective date of a change in control without the express written consent of the covered executive: a material reduction in the authority, duties or responsibilities held by the covered executive immediately prior to the change in control; a material reduction of the covered executive’s base salary; the relocation (without the covered executive’s consent) of the covered executive’s principal place of employment by more than 35 miles from its location immediately prior to a change in control; or 2020 PROXY STATEMENT          43 EXECUTIVE COMPENSATION  •Elements of the Executive Compensation Program any other material failure of the Company to honor all the terms and provisions of the CIC Plan or any agreement with the covered executive. Participation in the CIC Plan is contingent upon the covered executive executing a confidentiality andnon-competition agreement at the time the executive is notified that he or she has been chosen to participate in the CIC Plan and a release in favor of the Company at the time of separation from service. The CIC Plan also includes a“best-after-tax” 280G provision, which provides that each executive will receive either (1) all payments and benefits otherwise due in connection with the change in control or (2) $1.00 less than the amount that would trigger the excise tax under Section 4999 of the Internal Revenue Code, whichever results in the best highest, after tax amount to the executive. The Company’s supplemental pension and incentive plans for senior management contain provisions that serve to implement the provisions of the CIC Plan. Our Qualified Plan also confers competitive post-employment benefits to all participating employees, including to the executives upon a change in control. Employment Agreements Consistent with its philosophy, the Company generally does not enter into employment agreements with its Named Executive Officers, who are considered to serve at the will of the Company. No current Named Executive Officer has an employment agreement. Restrictive Covenant Agreements To protect the Company’s competitive position, each executive is required to sign an agreement with the Company that requires the executive to forfeit the proceeds from a portion of the executive’s long-term incentive awards if the executive engages in conduct that is detrimental to the Company. Detrimental conduct includes working for certain competitors, soliciting customers or employees after employment ends and disclosing confidential information in a manner that may result in competitive harm to the Company. Retirement Benefits (Pension, 401k, SERP and SMRP and End of Service) We provide pension benefits to all U.S. salaried employees, including the Named Executive Officers,NEOs, under the Flowserve Corporation Pension Plan (the “Qualified Plan”), which is atax-qualified defined benefit pension plan. Because the Internal Revenue Code (the “Code”)IRC limits the pension benefits that can be accrued under atax-qualified pension plan (based on an annual compensation limit), we also maintain a separatenon-qualified defined benefit restoration pension plan, the Senior Management Retirement Plan (the “SMRP”). The SMRP compensates participants, including the Named Executive Officers, for the reduction in their pension benefit resulting from this CodeIRC limitation. The SMRP is designed to provide a comparable level of retirement benefits to those provided to other U.S. employees under the Qualified Plan based on a comparable benefit formula. In addition, we also maintain a secondnon-qualified supplemental defined benefit pension plan, the Supplemental Executive Retirement Plan (the “SERP”), for our eligible U.S. executives, including the Named Executive Officers, in order to remain competitive with general industry companies similar in size. These three programs are designed to provide eligible U.S. executives with income following retirement and to help ensure that we are able tocan attract and retain executive talent by providing comprehensive retirement benefits. Participants in the Qualified Plan and the SMRP accrue contribution credits based on age and years of service at the rate of 3% to 7% for eligible earnings up to the Social Security wage base, and at the rate of 6% to 12% for eligible earnings in excess of the Social Security wage base. Participants in the SERP accrue contribution credits at the rate of 5% of all eligible earnings. Eligible earnings generally include base salary and annual incentive awards. SERP participants also earn interest on the accrued contributions based on the rate of return on10-year Treasury bills. End2022 PROXY STATEMENT      51 Back to Contents We also maintain a savings plan that is tax-qualified under IRC 401(k) to enable all U.S. salaried employees, including the NEOs, to contribute a portion of Service Benefits their eligible compensation for wealth accumulation. The Company’s long-term incentive program allows RSUs and PSUs to continue to vest over the original vesting period for employees who retire atCompany provides a minimum age of 55 years with 10 years of continuous service with the Company. The O&C Committee believes that this encourages the participants to continue to focus75% match on the first 6% of eligible compensation that an employee contributes to the plan. Executive Officer Severance Plan Each of the Named Executive Officers participates in the Company’s performance as they approachAmended and through retirement.Restated Executive Officer Severance Plan (the “Officer Severance Plan”). Under this plan, the Company’s officers are provided benefits upon a termination due to a reduction in force or by the Company without cause. No benefits are payable under the Officer Severance Plan to any officer who receives benefits under the Company’s Change in Control Severance Plan (the “CIC Plan”). The Officer Severance Plan does not provide for any additional payments or benefits upon a termination of employment by the Company for cause, upon the executive’s resignation for any reason (including “good reason” or “constructive termination”) or upon the executive’s death or disability. Plan Provision Treatment Under the Plan 44         Cash Payment • 24 months’ base salary continuation • Payment equivalent to target AIP bonus, provided Company actually achieves threshold performance under the AIP for the year PSUs 2020 PROXY STATEMENT • A pro-rated payout of the PSUs, if any, that have a performance cycle that would otherwise end in the year that contains the termination date based on the number of months the executive was employed during the performance period RSUs • A cash payment in lieu of any RSUs that would otherwise vest within 90 calendar days following the termination date based on the Company’s average closing price over the twenty trading days in the month preceding the officer’s termination date Change in Control Severance Plan EXECUTIVE COMPENSATION  •ElementsEach of the Named Executive Compensation ProgramOfficers participates in the Company’s Change in Control Plan (“CIC Plan”). Benefits under the CIC Plan are triggered if, within two years following a change in control the Named Executive Officer is terminated without cause (and not on account of death or disability) or resigns for reasons constituting a “constructive termination.” Benefits are also triggered if a Named Executive Officer is terminated within the 90-day period immediately prior to a change in control if such termination (i) occurs after the initiation of discussions leading to such change in control and (ii) can be demonstrated to have occurred at the request or initiation of parties to such change in control. The severance benefits provided upon a termination of employment covered under the CIC Plan include: 2022 PROXY STATEMENT      52 PerquisitesBack to Contents Plan Provision CEO Other Participants Including Other NEOs Cash Payment(1) A lump sum payment equal to 3x the sum of the executive’s annual base salary and target annual incentive A lump sum payment equal to a multiple of the executive’s annual base salary and target annual incentive as follows: • 2.5x for executive vice presidents(2); • 2.0x for senior vice presidents and presidents; and • 1.5x for vice presidents Long-Term Incentive Awards Full vesting at target of each cash or stock-based long-term incentive award. Named Executive Officers have 90 days following the date of employment termination to exercise any vested stock options Life, Medical, Health and Accident Benefits Company provided coverage for the executive and his or her dependents for a number of months following termination equal to annual severance multiplier used to calculate the cash payment, multiplied by 12 months Supplemental Pension Benefits Supplemental retirement benefits equal to the difference between the amounts the executive would have been entitled to had he or she remained employed through the end of the benefits continuation period and the amounts actually received (1) For purposes of this calculation, the base salary is the highest of: (i) the highest-annualized monthly base salary during the twelve months preceding the termination; (ii) the base salary in effect on the date of termination; and (iii) the base salary in effect on the date of the change in control. (2) The Company does not currently have any Executive Vice Presidents. Limited Personal Benefits The O&C Committee strives to make our executive compensation program primarily performance-based and, as such, has eliminated perquisites for our executive officers, other than the following: • ExecutivePhysicals. All Named Executive Officers were eligible to receive an annual physical examination. The O&C Committee believes this is a competitive benefit within the market and contributes to executive effectiveness. • EnhancedVacation. All Named Executive Officers are eligible to receive an enhanced vacation benefit. Each officer is eligible for a minimum of four weeks’ vacation and may receive more, if the officer’s years of service so qualify under the Company’s regular employee vacation award schedule. • RelocationBenefits. All Named Executive Officers are eligible to receive standard, market competitive relocation benefits pursuant to the Company’s executive relocation policy. These benefits include travel costs, home finding trip, broker assistance, home sale and buyout assistance, new residence assistance, reimbursement for transportation, moving expenses and other relocation expenses. The aggregate incremental cost of theseonly provides limited benefits to the Named Executive Officers is includedthat are not provided to other employees. These benefits are prevalent in the “Summary Compensation Table” undermarketplace and increase the “All Other Compensation” column and related footnotes.overall effectiveness of the Executive Officers in the performance of their roles: • Executive Physical – other employees receive a standard physical 2020 PROXY STATEMENT          45 • Enhanced Vacation – a minimum of 4 weeks • EXECUTIVE COMPENSATION  •Financial Counseling – a dedicated financial counselor compared to a financial wellness benefit for other employees (same service provider for both employee populations) Compensation Governance Policies Compensation Governance Policies Stock Ownership Requirements To further align executive and shareholder interests, each of our Named Executive Officers are required to own a minimum amount of Company common stock equal in value to a specified multiple of their annual base salary.   Named Executive OfficerEmployee Level Ownership Requirement Chief Executive Officer 5 x Annual Base Salary Presidents and Senior Vice Presidents 3 x Annual Base Salary Vice Presidents 1 x Annual Base Salary Our guidelines are administered as follows: 2022 PROXY STATEMENT      53 Back to Contents • Shares held directly by an executive or shares held in the Flowserve CorporationNon-Qualified Deferred Compensation Plan and unvested RSUs count toward satisfying the stock ownership requirements. Unvested PSUs do not count toward satisfying the stock ownership requirements. • The required stock ownership levels are expected to be achieved within five years from the date the guidelines were first applicable or within five years of the executive joining the Company. • Executives who do not meet the ownership requirement must show that they have retained at least 60% of the net shares received from vested RSUs and PSUs from the time the ownership guidelines became applicable. • As of December 31, 2019,2021, all Named Executive Officers met their stock ownership requirements under these tests. Anti-Hedging and Pledging Policies Under the Company’s Insider Trading Policy all directors and employees (including the Named Executive Officers) are prohibited from pledging stock and engaging in any transactions (such as trading in options) that hedge or offset, or are designed to hedge or offset, any decrease in the market value of the Company’s common stock. Clawback Policy As expanded in 2019, ourOur Clawback and Forfeiture Policy (the “Clawback Policy”) reinforces our commitment to integrity and the highest standards of ethical conduct through our compensation program. Under the Clawback Policy, the O&C Committee has the ability to recoup previously paid and/or cancel outstanding incentive compensation from any current or former executive officer,Executive Officer, or any other designated officer of the Company, if: • (1) the committeeO&C Committee determines that a financial metric used to determine the amount, vesting or payment of the incentive compensation was calculated incorrectly, regardless of whether due to fraud or intentional misconduct or whether such error requires a financial restatement; or • (2) the covered officer engages in egregious conduct, which generally includes among other things conduct that constitutes “cause” for termination under applicable companyCompany plans or agreements or a material breach of a written Company policy (including our Code of Conduct) and certain other egregious misconduct.. With respect to incorrect calculations, the Company may cancel any outstanding incentive compensation and recoup incentive compensation received by the executive during the three-year period preceding the date the Company discovers the error or is required to prepare an accounting restatement. With respect to egregious conduct, the Company may cancel any outstanding incentive compensation and recoup incentive compensation received by the executive during theone-year period preceding the date the Company discovers the conduct. The Company may cancel any outstanding incentive compensation and recoup incentive compensation received by the executive during the one-year period preceding the date the Company discovers the conduct. Tax and Accounting Implications of Executive Compensation Section 162(m) of the Code limits to $1.0 million per year the U.S. federal income tax deduction available to public corporations for compensation paid for any fiscal year to certain covered employees, including to the Company’s CEO, CFO, and the three other most highly-compensated executive officersExecutive Officers as of the end of the fiscal year. Prior to U.S. tax law reform in December 2017, performance-based compensation awarded under our equity incentive plan that met the requirements of “qualified performance-based compensation” under Code section 162(m) was generally intended to be deductible for tax purposes because such compensation is dependent on fulfilling certain shareholder-approved performance criteria. 46          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Tax and Accounting Implications of Executive Compensation Effective for tax years beginning after December 31, 2017, U.S. tax law changes eliminated the performance-based compensation exception. We may be able to deduct certain compensation paid to “covered employees” to the extent it is eligible for transition relief under Section 162(m). However, there is no guarantee that any such compensation will be deductible, and the Company may determine that certain compensation cannot qualify for such transition relief or that it does not wish to take or refrain from taking steps necessary to qualify for such relief. The O&C Committee remains committed to a compensation program that emphasizes performance-based compensation and has considered and will continue to consider tax deductibility in structuring executive compensation arrangements. However, the O&C Committee retains discretion to establish executive compensation arrangements that it believes are consistent with its principles described earlier and in the best interests of the Company and our shareholders, even if those arrangements are not fully deductible under Section 162(m). The Company recognizes compensation expense in our financial statements for all equity-based awards pursuant to the principles set forth in FASB ASC 718, “Compensation—Stock Compensation”. The O&C Committee considered the GAAP accounting implications of the awards in setting the long-term incentive mix and further determined that the mix of RSUs and PSUs was appropriate for 2019.2021. 2022 PROXY STATEMENT      54 Back to ContentsAnnual Executive Compensation Program Review and Compensation Risk The O&C Committee regularly monitors and annually reviews our executive compensation program to determine, in consultation with its compensation consultant, whether the elements of the program are consistent with our executive compensation objectives and principles. As part of this, the O&C Committee evaluates whether the Company’s risk management objectives are being met with respect to the executive compensation program and our compensation programs as a whole. If the elements of the program are determined to be inconsistent with our objectives and principles, or if any incentives are determined to encourage risks that are reasonably likely to have a material adverse effect on us, the elements are adjusted as necessary. Following theThe O&C Committee’s annual review in 2019, the O&C Committee has concluded that no risks arising from our compensation policies and practices are reasonably likely to have a material adverse effect on the Company. In reaching this conclusion, the O&C Committee considered the following: Attribute   ATTRIBUTE RISK-MITIGATING EFFECT Risk-Mitigating Effect Emphasis on long-term, equity-based compensation subject to our rigorous clawback policyClawback Policy Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value Long vesting requirements: • •  Three-year3-year ratable vesting for RSUs • •  Three-year cliff vesting3-year performance period for PSUs Helps ensure our executives realize their compensation over a time horizon consistent with creating long-term shareholder value Payments under our AIP and the number of shares that a participant may earn under our RSU and PSU awardspayouts are capped Reduces possibility that extraordinary events or formulaic payments could distort incentives or over-emphasize short-term over long-term performance Robust stock ownership guidelines Helps ensure our executives’ economic interests are aligned with the long-term interests of our shareholders Prohibition on derivative transactions Helps ensure the alignment of interests generated by our executives’ equity holdings is not undermined by hedging or similar transactions Use of independent compensation consultant that performs no other services for the Company Helps ensure advice will not be influenced by conflicts of interest The O&C Committee can exercise judgmentdiscretion in assessing the personal performance factor for our annual incentive awards to determine annual cash incentive compensation paymentsdetermining AIP payouts Discourages risk-taking that produces short-term results at the expense of building long-term shareholder value   2020 PROXY STATEMENT Robust stock ownership guidelines   Helps ensure alignment with shareholder interests No derivative transactions allowed 47 Independent compensation consultant used by O&C Committee Incentive programs are balanced to reward the accomplishment of appropriate short-term goals that facilitate long-term sustainability and growth for shareholders EXECUTIVE COMPENSATION  • Organization and Compensation Committee Report Organization and Compensation Committee Report The Organization and Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis set forth above in this proxy statement with management. Based on this review and discussion, the Organization and Compensation Committee recommended to the Board of Directors that this Compensation Discussion and Analysis be included in this proxy statement and incorporated by reference in the Company’s Annual Report on Form10-K filed with the Securities and Exchange Commission for the fiscal year ended December 31, 2019. David E. Roberts, Chairman Ruby R. Chandy Gayla J. Delly2021. John L. Garrison, Chairman Roger L. Fix Gayla J. Delly Michael C. McMurray 2022 PROXY STATEMENT      55 48          2020 PROXY STATEMENT Back to Contents EXECUTIVE COMPENSATION  • Summary Compensation Table Summary Compensation Table The following table sets forth compensation information for 2019, 20182021, 2020 and 20172019 for our Named Executive Officers. Ms. Schwetz was first a Named Executive Officer for 2020 and Ms. Morytko was first a Named Executive Officer for 2021. Name and Principal Position   Year     Salary ($)     Bonus ($)     Stock Awards ($)(3)     Option Awards ($)     Non-Equity Incentive Plan Compen- sation ($)(4)     Change in Pension Value and Non-Qualified Deferred Compen- sation Earnings ($)(5)     All Other Compen- sation ($)(6)     Total ($)   R.ScottRowe President and Chief Executive Officer     2019       1,133,000       —       6,188,041 (7)      —       1,018,340       323,757       18,728       8,681,868       2018       1,126,654       —       5,944,049       —       1,250,832       227,180       153,754       8,702,469       2017       825,000       20,000       5,505,319       2,000,000       590,040       103,547       35,732       9,079,638   LeeS.Eckert(1) Former Senior VP and Chief Financial Officer     2019       543,622       —       1,670,774 (8)      —       361,144       120,775       26,623       2,722,938       2018       563,327       —       1,666,626       —       390,885       75,861       35,951       2,732,650       2017       126,923       150,000       756,175       —       45,617       11,477       22,340       1,112,532   John E. (Jay) Roueche, III(2) Vice President, Treasurer And Investor Relations     2019       341,898       —       386,825 (9)      —       128,737       81,572       14,861       953,892                                                                           DavidJ.Wilson President, Pumps Division     2019       471,895       —       806,447 (10)      —       285,338       97,351       29,272       1,690,303       2018       459,087       —       1,118,009       —       281,524       61,781       160,802       2,081,203                                                                           KeithE.Gillespie Senior VP and Chief Sales Officer     2019       485,000       —       691,654 (11)      —       265,125       139,255       14,250       1,595,285       2018       485,000       —       1,077,752       —       406,042       84,258       44,976       2,098,028       2017       485,000       —       1,011,786       —       140,917       67,604       45,085       1,750,392   ElizabethL.Burger Senior VP and Chief Human Resources Officer     2019       475,731       —       806,447 (12)      —       233,177       85,352       85,065       1,685,772       2018       330,865       100,000       935,972       —       198,077       38,347       65,371       1,668,632                                                                           Name and Principal Position Year Salary ($) Bonus ($) Stock Awards ($)(1) Option Awards ($) Non-Equity Incentive Plan Compen- sation ($)(2) Change in Pension Value and Non-Qualified Deferred Compensation Earnings ($)(3) All Other Compen- sation ($)(4) Total ($) R. Scott Rowe President and Chief Executive Officer 2021 1,133,000 —   10,007,824 (5)  — 1,016,981 300,060 20,240 12,478,105 2020 1,133,000 —   5,981,225   — 894,260 305,060 18,909 8,332,454 2019 1,133,000 —   6,188,041   — 1,018,340 323,757 18,728 8,681,868 Amy B. Schwetz VP and Chief Financial Officer 2021 664,250     2,427,731 (6)  — 375,590 121,896 26,524 3,615,991 2020 562,500 750,000   2,342,754   — 279,471 68,663 100,042 4,103,430                       Elizabeth L. Burger Senior VP and Chief Human Resources Officer 2021 489,450 —   1,264,048 (7)  — 239,852 94,529 14,680 2,102,559 2020 478,950 —   779,687   — 204,765 93,540 14,517 1,571,459 2019 475,731 —   806,447   — 233,177 85,352 85,065 1,685,772 Keith E. Gillespie Senior VP and Chief Sales Officer 2021 492,088 —   949,469 (8)  — 417,700 113,128 16,219 1,988,604 2020 485,000 —   624,343   — 166,625 122,721 18,803 1,417,492 2019 485,000 —   691,654   — 265,125 139,255 14,250 1,595,284 Tamara M. Morytko President, Flowserve Pumps Division 2021 525,577 —   1,004,284 (9)  — 347,402 72,551 26,279 1,976,093                                             (1) Represents the grant date fair value of long-term equity incentive awards under the Company’s long-term incentive program computed in accordance with FASB ASC 718 “Compensation—Stock Compensation”, excluding the impact of forfeitures. Stock awards include the annual incentive awards granted in the form of restricted stock units that generally vest ratably over a three-year period and contingent performance share units. Stock awards also include the 2021 enhanced LTI awards discussed above under the caption “2021 Executive Compensation Oucomes—Long Term Incentives—One-Time, Enhanced LTI Awards”, which vest one-third after 2 years and two-thirds after 3 years. The performance criteria for the performance share units are described in further detail under the caption “2021 Executive Compensation Outcomes—Long-Term Incentives” above. The reported value of the performance share units is computed based on the grant date estimate of compensation cost to be recognized over the three-year period, which was 100%, or “target”. Payout for the contingent performance awards can range from 0 shares to a maximum of 230% of target. Assumptions used in the valuations are discussed in Note 8 to the Company’s audited consolidated financial statements for the year ended December 31, 2021 in the Annual Report. (2) The amounts in this column represent an annual cash incentive bonus under the Company’s Annual Incentive Plan for the applicable year. (3) There were no above-market or preferential earnings with respect to any deferred compensation balances. (4) This column excludes the employer-paid portion of certain health and welfare benefits received by Named Executive Officers that are available generally to all salaried U.S. employees, which includes medical, dental, vision and prescription insurance, and short-term and long-term disability insurance. The following table shows the components of this column for the Named Executive Officers for 2021, calculated at the aggregate incremental cost to the Company: Name Defined Contribution Retirement Plan Contributions ($) Insurance Premiums(A) ($) Other ($)     Total ($) R. Scott Rowe   13,050   $ 3,402   $ 3,788 (B)    $ 20,240   Amy B. Schwetz   13,050   1,474   12,000 (C)    26,524   Elizabeth L. Burger   13,050   1,630   —     14,680   Keith E. Gillespie   13,050   3,169   —     16,219   Tamara M. Morytko   13,050   1,701   11,528 (C)    26,279   (1) (A) Mr. Eckert served as Chief Financial Officer through December 3, 2019. (2) Mr. Roueche was appointed as Interim Chief Financial Officer from December 3, 2019 through February 23, 2020, following which he returned to his former position as Vice President, Treasurer and Investor Relations. (3) Represents the grant date fair value of long-term equity incentive awards under the Company’s long-term incentive program computed in accordance with FASB ASC 718 “Compensation—Stock Compensation”, excluding the impact of forfeitures. The incentive awards are granted in the form of restricted stock units, which generally vest ratably over a three-year period, and contingent performance share units. The performance criteria for these awards are described in further detail under “—Elements of the Executive Compensation Program—Long-Term Incentives—Contingent Performance Share Units” above. The reported value of the contingent performance awards is computed based on the grant date estimate of compensation cost to be recognized over the three-year period, which was 100%, or “target”. Payout for the contingent performance awards can range from 0 shares to a maximum of 200% of target. Assumptions used in the valuations are discussed in Note 7 to the Company’s audited consolidated financial statements for the year ended December 31, 2019 in the Annual Report. (4) The amounts in this column represent an annual cash incentive bonus under the Company’s Annual Incentive Plan for the applicable year. (5) There were no above-market or preferential earnings with respect to any deferred compensation balances. 2020 PROXY STATEMENT          49 EXECUTIVE COMPENSATION  •Summary Compensation Table (6) For 2019, this column excludes the employer-paid portion of certain health and welfare benefits received by named executive officers that are available generally to all salaried U.S. employees, which includes medical, dental, vision and prescription insurance, and short-term and long-term disability insurance, but includes the employer-paid portion of these benefits for 2018 and 2017. The following table shows the components of this column for the Named Executive Officers for 2019, calculated at the aggregate incremental cost to the Company:     Name    Retirement Plan Contributions      Insurance Premiums(A)      Other      Total       R. Scott Rowe    $ 12,600      $ 2,268      $ 3,860 (B)     $ 18,728       Lee S. Eckert      12,600        1,929        12,094 (C)       26,623       John E. (Jay) Roueche, III      11,918        1,143        1,800 (D)       14,861       David J. Wilson      12,600        1,572        15,100 (E)       29,272       Keith E. Gillespie      12,600        1,650        —        14,250       Elizabeth L. Burger      12,600        1,055        71,410 (F)       85,065   (A) IncludesReflects annual premiums for group term life insurance. (B) Includes $3,860Reflects amounts attributable to an annual physical exam. (C) Includes $1,200Reflects amounts attributable to an annual physical exam and $10,894 attributable to payments for accrued but unused vacation paid in connection with Mr. Eckert’s separation from the Company on December 3, 2019.financial counseling.   2022 PROXY STATEMENT      56 Back to Contents (D) Includes $1,800 attributable to an annual physical exam. (E) Includes $4,852 attributable to an annual physical exam and $10,248 attributable to relocation expenses ($6,420 for relocation expenses and $3,828 for tax gross-up costs related to the relocation expenses). (F) Includes $71,410 attributable to relocation expenses ($38,241 for relocation expenses and $33,169 for tax gross-up costs related to the relocation expenses). (7) (5) Calculated using a price per share of $44.41,$39.18 the closing market price of the Company’s common stock as reported by the NYSE on February 28, 2019,16, 2021, the date of the grant. Includes 65,680 shares179,190 ($2,916,849) of7,020,664) restricted stock units and 65,68073,000 contingent performance share units ($3,271,192)2,987,160), which represents the target award. The restricted stock unit award includes 106,190 shares ($4,160,524) of restricted stock units issued as a special, one-time, enhanced grant as discussed above under the heading “Compensation Discussion & Analysis—2021 Executive Compensation Outcomes—Long Term Incentives—Special, One-Time, Enhanced LTI Awards”. The contingent performance share units include 32,48073,000 shares with aROIC, Free Cash Flow and relative TSR metricmetrics and fair value of $55.20$40.92 per share calculated using the Monte Carlo simulation. The maximum potential value of the performance award, assuming the highest level of performance conditions, is 131,360167,900 shares, or $6,542,384$6,870,468 at the date of grant. (8) (6) Calculated using a price per share of $45.47,$39.18, the closing market price of the Company’s common stock as reported by the NYSE on February 27, 2019,16, 2021, the date of the grant. Includes 17,320 shares ($787,540) of40,480 restricted stock units ($1,586,006) and 17,32020,570 contingent performance share units ($883,233)841,725), which represents the target award. The restricted stock unit award includes 19,910 shares ($780,074) of restricted stock units issued as a special, one-time, enhanced grant as discussed above under the heading “Compensation Discussion & Analysis—2021 Executive Compensation Outcomes—Long Term Incentives—Special, One-Time, Enhanced LTI Awards”. The contingent performance share units include 8,66020,570 shares with aROIC, Free Cash Flow and relative TSR metricmetrics and fair value of $56.52$40.92 per share calculated using the Monte Carlo simulation. The maximum potential value of the performance award, assuming the highest level of performance conditions, is 34,64047,311 shares, or $1,766,467$1,935,966 at the date of grant. (9) (7) Calculated using a price per share of $45.47,$39.18, the closing market pricesprice of the Company’s common stock as reported by the NYSE on February 27, 2019,16, 2021, the date of the grants.grant. Includes 4,010 shares ($182,335) of22,560 restricted stock units ($883,901) and 4,0109,290 contingent performance share units ($204,490)380,147), which represents the target award. The restricted stock unit award includes 13,270 shares ($519,919) of restricted stock units issued as a special, one-time, enhanced grant as discussed above under the heading “Compensation Discussion & Analysis—2021 Executive Compensation Outcomes—Long Term Incentives—Special, One-Time, Enhanced LTI Awards”. The contingent performance share units include 2,0059,290 shares with aROIC, Free Cash Flow and relative TSR metricmetrics and fair value of $56.52$40.92 per share calculated using the Monte Carlo simulation. The maximum potential value of the performance award, assuming the highest level of performance conditions, is 8,02021,367 shares, or $408,980$874,338 at the date of grant. (10) (8) Calculated using a price per share of $45.47,$39.18, the closing market price of the Company’s common stock as reported by the NYSE on February 27, 2019,16, 2021, the date of the grant. Includes 8,360 shares ($380,129) of15,920 restricted stock units ($623,746) and 8,3607,960 contingent performance share units ($426,318)325,723), which represents the target award. The restricted stock unit award includes 7,960 shares ($311,873) of restricted stock units issued as a special, one-time, enhanced grant as discussed above under the heading “Compensation Discussion & Analysis—2021 Executive Compensation Outcomes—Long Term Incentives—Special, One-Time, Enhanced LTI Awards”. The contingent performance share units include 4,1807,960 shares with aROIC, Free Cash Flow and relative TSR metric and fair value of $56.52$40.92 per share calculated using the Monte Carlo simulation. The maximum potential value of the performance award, assuming the highest level of performance conditions, is 16,72018,308 shares, or $852,636$749,163 at the date of grant. (11) (9) Calculated using a price per share of $45.47,$39.18, the closing market price of the Company’s common stock as reported by the NYSE on February 27, 2019,16, 2021, the date of the grant. Includes 7,170 shares ($326,020)15,930 of restricted stock units ($624,137) and 7,1709,290 contingent performance share units ($365,634)380,147), which represents the target award. The restricted stock unit award includes 6,640 shares ($260,155) of restricted stock units issued as a special, one-time, enhanced grant as discussed above under the heading “Compensation Discussion & Analysis—2021 Executive Compensation Outcomes—Long Term Incentives—Special, One-Time, Enhanced LTI Awards”. The contingent performance share units include 3,5859,290 shares with aROIC, Free Cash Flow and relative TSR metric and fair value of $56.52$40.92 per share calculated using the Monte Carlo simulation. The maximum potential value of the performance award, assuming the highest level of performance conditions, is 14,34021,367 shares, or $731,268$874,338 at the date of grant. (12) Calculated using a price per share of $45.47, the closing market price of the Company’s common stock as reported by the NYSE on February 27, 2019, the date of the grant. Includes 8,360 shares ($380,129) of restricted stock units and 8,360 contingent performance units ($426,318), which represents the target award. The contingent performance units include 4,180 shares with a TSR metric and fair value of $56.52 calculated using the Monte Carlo simulation. The maximum potential value of the performance award, assuming the highest level of performance conditions, is 16,720 shares, or $852,636 at the date of grant. 50          2020 PROXY STATEMENT 2022 PROXY STATEMENT      57 EXECUTIVE COMPENSATION  •2019Back to Contents 2021 Grants of Plan-Based Awards 2019 Grants of Plan-Based Awards The following table sets forth certain information with respect to 20192021 plan-based awards granted to the Named Executive Officers for the year ended December 31, 2019.2021. Name   Grant Date       Estimated Future Payouts UnderNon-Equity Incentive Plan Awards(3)       Estimated Future Payouts Under Equity Incentive Plan Awards(1)     All Other Stock Awards: Number of Shares of Stock or Units (#)     Grant Date Fair Value of Stock and Option Awards ($)(2)     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)                   R. Scott Rowe       679,800       1,359,600       2,719,200       —       —       —       —       —       2/28/2019       —       —       —       16,420       32,840       65,680       —       1,458,424 (4)      2/28/2019       —       —       —       16,420       32,840       65,680         1,812,768 (4)        2/28/2019       —       —       —       —       —       —       65,680 (5)      2,916,849                   Lee S. Eckert       212,438       424,875       849,750       —       —       —       —       —       2/27/2019       —       —       —       4,330       8,660       17,320       —       393,770 (4)      2/27/2019       —       —       —       4,330       8,660       17,320       —       489,463 (4)        2/27/2019       —       —       —       —       —       —       17,320 (5)      787,540                   John E. (Jay) Roueche       85,939       171,879       343,757       —       —       —       —       —       2/27/2019             1,003       2,005       4,010         91,167 (4)      2/27/2019             1,003       2,005       4,010         113,323 (4)        2/27/2019                                                       4,010 (5)      182,335                   David J. Wilson       154,404       308,807       617,615       —       —       —       —       —       2/27/2019       —       —       —       2,090       4,180       8,360       —       190,065 (4)      2/27/2019       —       —       —       2,090       4,180       8,360       —       236,253 (4)        2/27/2019       —       —       —       —       —       —       8,360 (5)      380,129                   Keith E. Gillespie       157,625       315,250       630,500       —       —       —       —       —       2/27/2019       —       —       —       1,793       3,595       7,170       —       163,010 (4)      2/27/2019       —       —       —       1,793       3,595       7,170       —       202,624 (4)        2/27/2019       —       —       —       —       —       —       7,170 (5)      326,020                   Elizabeth L. Burger       155,659       311,318       622,635       —       —       —       —         2/27/2019       —       —       —       2,090       4,180       8,360       —       190,065 (4)      2/27/2019       —       —       —       2,090       4,180       8,360       —       236,253 (4)        2/27/2019       —       —       —       —       —       —       8,360 (5)      380,129   Name Grant Date Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) Estimated Future Payouts Under Equity Incentive Plan Awards(2) All Other Stock Awards: Number of Shares of Stock or Units (#) Grant Date Fair Value of Stock and Option Awards ($)(3) Threshold ($) Target ($) Maximum ($) Threshold (#) Target (#) Maximum (#) R. Scott Rowe   679,800 1,359,600 2,719,200 — — — —   —   2/16/2021 — — — 36,500 73,000 167,900 —   2,987,160 (4)  2/16/2021 — — — — — — 106,190 (5)  4,160,524     2/16/2021 — — — — — — 73,000 (6)  2,860,140   Amy B. Schwetz   251,063 502,125 1,004,250 — — — —   —   2/16/2021 — — — 10,285 20,570 47,311     841,724 (4)  2/16/2021 — — — — — — 19,910 (5)  780,074     2/16/2021 — — — — — — 20,570 (6)  805,932   Elizabeth L. Burger   160,329 320,657 641,315 — — — —   —   2/16/2021 — — — 4,645 9,290 21,367 —   380,147 (4)  2/16/2021 — — — — — — 13,270 (5)  519,919     2/16/2021 — — — — — — 9,290 (6)  363,982   Keith E. Gillespie   160,778 321,555 643,110 — — — —   —   2/16/2021 — — — 3,980 7,960 18,308 —   325,723 (4)  2/16/2021 — — — — — — 7,960 (5)  311,873     2/16/2021 — — — — — — 7,960 (6)  311,873   Tamara M. Morytko   173,875 347,750 695,500 — — — —   —    2/16/2021 — — — 4,645 9,290 21,367 —   380,147 (4)  2/16/2021 — — — — — — 6,640 (5)  260,155     2/16/2021 — — — — — — 9,290 (6)  363,982   (1) The number of shares listed represents long-term equity incentive awards in the form of PSUs under the Company’s long-term incentive program. The performance criteria for these awards are discussed in “Elements of the Executive Compensation Program” beginning on page 34. (2) These amounts represent the fair value, as determined under FASB ASC Topic 718, of the stock awards based on the grant date fair value estimated by the Company for financial reporting purposes. (3) Under the Annual Incentive Plan, the primary performance measures are internally defined metrics set by the O&C Committee. In February 2021 the O&C Committee approved metrics based on adjusted operating income, sales/bookings, primary working capital as a percentage of sales, customer bookings and on-time delivery. Actual amounts payable under the Annual Incentive Plan, if payable,any, can range from 50% (Threshold) to 200% (Maximum) of the target amounts for the Named Executive Officers based upon the extent to which performance under the foregoing criteria meets, exceeds or is below the target and can be further increased or decreased based on individual performance. These amounts represent amounts payable if the Named Executive Officer is employed for the full calendar year. Any Named Executive Officers who were not employed for the full calendar year were eligible for apro-rated amount based on their time of employment. Actual payout for 20192021 was 74.9%74.8% of the target amount for all Named Executive Officers other than Mr. Wilson, Mr. Gillespie and Mr. Eckert. For Mr. WilsonMs. Morytko, whose actual payouts were 129.9% and 99.9%, respectively. (2) The number of shares listed represents long-term equity incentive awards in the actual payoutform of PSUs under the Company’s long-term incentive program. The performance criteria for 2019 was 92.4%these awards are discussed in “Elements of the target amount. For Mr. GillespieExecutive Compensation Program—Long Term Incentives” above. (3) These amounts represent the actual payout for 2019 was 84.1%fair value, as determined under FASB ASC Topic 718, of the target amount. Mr. Eckert received a payoutstock awards based on the grant date fair value estimated by the Company for 2019 pursuant to the terms of his Separation Agreement as described below under the heading “—Mr. Eckert’s Separation Agreement”.financial reporting purposes. (4) Represents the fair value on the date of grant, as described in footnote (2), of the “target” award for the contingent performance shares.share units. During the performance period, as described in footnote (1), earned and unearned compensation expense is adjusted based on changes in the expected achievement of the performance targets. As of December 31, 2019,2021, the Company estimated vesting of, and therefore expensed, this award at 100%121.5% of the “target” award based on expected achievement of performance targets. (5) The amounts shown reflect the numbers of sharesnumber of RSUs granted to each Named Executive Officer pursuantas a special, one-time, enhanced grant as discussed above under the heading “Compensation Discussion & Analysis—2021 Executive Compensation Outcomes—Long Term Incentives—Special, One-Time, Enhanced LTI Awards”. (6) The amounts shown reflect the number of annual RSUs granted to each Named Executive Officer under the Flowserve Corporation Equity and Incentive Compensation Plan.Company’s long-term incentive plan. 2020 PROXY STATEMENT          51 2022 PROXY STATEMENT      58 EXECUTIVE COMPENSATION  •Back to Contents Outstanding Equity Awards atYear-End 2019 2021Outstanding Equity Awards atYear-End 2019 The following table sets forth certain information with respect to outstanding equity awards held as of December 31, 2019 with respect to2021, by the Named Executive Officers. Name   Option Awards   Stock Awards     Number of Securities Underlying Unexercised Options (#) Exercisable   Option Exercise Price ($)     Option Expiration Date     Number of Shares or Units of Stock that Have Not Vested (#)     Market Value of Shares or Units of Stock that Have Not Vested(1) ($)     Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#)   Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($)   R.ScottRowe     114,943 (2)      48.63       5/4/2027       131,465 (3)      6,543,001       —       —       —       —       —       —       —       58,735 (4)      5,846,515       —       —       —       —       —       67,938 (5)      6,762,505           —       —       —       —       —       66,470 (6)      6,616,430   LeeS.Eckert     —       —       —       —       —       —       —   John E. (Jay) Roueche     —       —       —       11,617 (7)      578,154       —       —       —       —       —       —       —       3,373 (4)      335,776       —       ���       —       —       —       4,025 (5)      400,686       —       —       —       —       —       4,058 (6)      403,957   DavidJ.Wilson     —       —       —       34,998 (8)      1,741,840       —       —       —       —       —       —       —       8,648 (5)      860,814       —       —       —       —       —       8,737 (9)      869,634       —       —       —       —       —       8,461 (6)      842,164   KeithE.Gillespie     —       —       —       18,670 (10)      929,229       —       —       —       —       —       —       —       10,276 (4)      1,022,827       —       —       —       —       —       11,984 (5)      1,192,840       —       —       —       —       —       7,256 (6)      722,288   ElizabethL.Burger     —       —       —       15,567 (11)      774,787       —       —       —       —       —       —       —       8,610 (5)      857,055       —       —       —       —       —       8,461 (6)      842,164   Name Option Awards Stock Awards Number of Securities Underlying Unexercised Options (#) Exercisable Option Exercise Price ($) Option Expiration Date Number of Shares or Units of Stock that Have Not Vested (#) Market Value of Shares or Units of Stock that Have Not Vested(1) ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights that Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights that Have Not Vested(1) ($) R. Scott Rowe 114,943 (2)  48.63 5/4/2027 247,368 (3)  7,569,464 —            — —        —            — —   — 69,748 (4)  2,134,290 —        —            — —   — 63,190 (5)  1,933,600 —        —            — —   — 170,526 (6)  5,218,107 Amy B. Schwetz —        —            — 63,455 (7)  1,941,726 —            — —        —            — —               — 17,028 (5)  521,064 —        —            — —               — 48,051 (6)  1,470,362 Elizabeth L. Burger —        —            — 31,363 (8)  959,697 —            —                          8,878 (4)  271,660 —        —            — —               — 8,237 (5)  252,056 —        —         ��  — —               — 21,700 (6)  664,058 Keith E. Gillespie —        —            — 23,104 (9)  706,985 —            — —        —            — —               — 7,614 (4)  232,991 —        —            — —               — 6,596 (5)  201,836 —        —            — —               — 18,595 (6)  568,989 Tamara M. Morytko —        —            — 16,179 (10)  495,083 —            — —        —            — —               — 21,700 (6)  664,058 (1) Calculated using a price per share of $49.77$30.60 the closing market price of the Company’s common stock as reported by the NYSE on December 31, 2019,2021, the end of the Company’s last completed fiscal year. The restricted share unitRSU and contingent performance share unit amounts include regularly declared dividends accrued on the “target” award, which will vest only to the same extent as the underlying award, if at all. Concerning all contingent performance awards, the amounts of units used in calculating the payout values assumes the maximum level of performance target achievement, which would result in the target unit amounts presented in the table vesting at 200%230%. (2) All stock options vestvested on April 1, 2020. (3) 22,24224,714 RSUs vested on February 16, 2022, 21,063 RSUs vested on February 20, 2022; and 23,249 RSUs vested on February 28, 2020, 22,732 RSUs vested on March 1, 2020; and 19,703 RSUs vested on April 1, 2020,2022, in each case including accrued dividend equivalents. Mr. Rowe’s remaining RSUs vest as follows: 22,64660,664 shares of RSUs on March 1, 2021; 22,157February 16, 2023; 21,063 RSUs on February 28, 2021;20, 2023; and 22,15696,615 RSUs on February 28, 2022.16, 2024. (4) These shares represent long-term equity incentive awards in the form of contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2017 plan are based on: 1) three-year average ROIC performance relative to the three-year average of WACC and compared to that of the PPG and 2) relative TSR compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 200% of the target. As of December 31, 2019, the Company estimated 3.4% vesting of the ROIC award and no vesting of the TSR award and therefore recognized expense as required by US GAAP. (5) These shares represent long-term equity incentive awards in the form of contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2018 plan are based on: 1) ROIC improvement goals which closely correlate to the compounded annual share price growth rate of the S&P Industrial Machinery Index over a 10-year period and 2) relative TSR compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 200% of the target. As of December 31, 2019, the Company estimated vesting of 167% and 100%, respectively, and therefore expensed these awards at the same percentage of the target shares presented for ROIC and TSR, respectively, based on achievement of performance target. 52          2020 PROXY STATEMENT EXECUTIVE COMPENSATION  •Outstanding Equity Awards atYear-End 2019 (6) These shares represent long-term equity incentive awards in the form of contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2019 plan are based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets and 2) relative TSR compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 200% of the target. As of December 31, 2019,2021, the Company estimated vesting of 100%66.7% and 0%, respectively and therefore expensed, these awards at 100% of the target sharessame percentage presented for the ROIC award based on expected achievement of performance target. (7) 1,129 RSUs vested on February 1, 2020, 1,347 RSUs vested on February 28, 2020target and 1,358 RSUs vested on February 27, 2020, in each case including accrued dividend equivalents. Mr. Roueche’s remaining RSUs vestat 100% for the TSR award as follows: 869 RSUs on June 17, 2020; 2,882 RSUs on July 23, 2020; 1,341 RSUs on February 28, 2021; 1,353 RSUs on February 27, 2021 and 1,353 RSUs on February 27, 2022.required by FASB ASC 718. (8) 2,893 RSUs vested on February 28, 2020 and 2,831 RSUs vested on February 27, 2020, in each case including accrued dividend equivalents. Mr. Wilson’s remaining RSUs vest as follows: 20,773 RSUs cliff vest on September 11, 2020; 2,820 RSUs on February 27, 2021; 2,882 RSUs on February 28, 2021; and 2,820 RSUs on February 27, 2022. (9) (5) These shares represent a two-year cliff equity incentive award in the form of contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targettargets set for the 2020 plan are based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets and 2) TSR compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 200% of the target. As of December 31, 2021, the Company estimated vesting of 71% for ROIC award and 0% for TSR award and therefore expensed, these awards at the percentages presented for the ROIC award based on expected achievement of performance targets and at 100% for the TSR award as required by FASB ASC 718. 2022 PROXY STATEMENT      59 Back to Contents (6) These represent contingent performance share units under the Company’s long-term incentive program, plus accrued dividend equivalents. The targets set for the 2021 plan are based on: 1) ROIC improvement goals compared to the Company’s long-term ROIC targets and 2) Free Cash Flow as a percent of net income, including a secondary measure of relative TSR which can increase or decrease the award 15% compared to that of the PPG for the same period. Payouts can range from 0 shares to a maximum of 230% of the target. As of December 31, 2021, the Company estimated vesting of 121.5% for this award are isincluding a negative 15% relative TSR award and therefore expensed these awards at the percentage presented based on 2019 and 2020 Flowserve Operating Income (“OI”), Flowserve Pump Division (“FPD”) OI and FPD Revenue, weighted 50% for Flowserve OI and 25% each for eachexpected achievement of FPD OI and FPD Revenue.performance targets. In accordance with SEC requirements, these contingent performance share units are shown at maximum in this table. (10) (7) 3,4396,964 RSUs vested on February 1, 2020, 4,01016, 2022, and 11,171 vested on February 20, 2022, including accrued dividend equivalents. Ms. Schwetz’s remaining RSUs vest as follows: 13,704 RSUs on February 16, 2023; 11,171 on February 20, 2023, and 20,445 on February 16, 2024. (8) 3,145 RSUs vested on February 28, 202016, 2022; 2,746 RSUs vested on February 20, 2022, and 2,4282,959 vested on February 27, 2022, in each case including accrued dividend equivalents. Ms. Burger’s remaining RSUs vest as follows: 7,638 RSUs on February 16, 2023; 2,745 RSUs on February 20, 2023, and 12,130 RSUs on February 16, 2024. (9) 2,695 RSUs vested on February 16, 2022, 2,199 RSUs vested on February 20, 2022, and 2,538 RSUs vested on February 27, 2020,2022, in each case including accrued dividend equivalents. Mr. Gillespie’s remaining RSUs vest as follows: 3,9945,390 RSUs on February 28, 2021; 2,41916, 2023; 2,198 RSUs on February 27, 202120, 2023, and 2,4188,084 RSUs on February 27, 2022.16, 2024. (11) (10) 2,8813,145 RSUs vested on February 28, 2020 and 2,831 RSUs vested on February 27, 2020, in each case16, 2022; including accrued dividend equivalents. Ms. Burger’sMorytko’s remaining RSUs vest as follows: 6845,393 RSUs on AprilFebruary 16, 2020; 2,8702023; and 7,641 RSUs on February 28, 2021; 2,820 RSUs vested on February 27, 2021; 683 RSUs on April 16, 2021; and 2,820 RSUs on February 27, 2022.2024. 20192021 Option Exercises and Stock Vested The following table sets forth certain information with respect to restricted stock unit vesting during the fiscal year ended December 31, 20192021, with respect to the Named Executive Officers. No Named Executive Officers exercised any stock options during 2019.2021. Name Stock Awards Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($) R. Scott Rowe   41,765   1,907,731 Lee S. Eckert   6,104   271,079 John E. (Jay) Roueche, III   5,037   226,071 David J. Wilson   2,849   126,524 Keith E. Gillespie   12,615   557,305 Elizabeth L. Burger   3,514   159,243 (1) The number of shares reported includes shares that were surrendered during the fiscal year ended December 31, 2019 to pay for taxes upon the vesting of restricted stock units. 2020 PROXY STATEMENT          53 Name Stock Awards Number of Shares Acquired on Vesting (#)(1) Value Realized on Vesting ($) R. Scott Rowe 132,691 5,125,608 Amy B. Schwetz 10,999 431,601 Elizabeth L. Burger 17,616 678,135 Keith E. Gillespie 20,374 783,939 Tamara M. Morytko — — (1) The number of shares reported includes shares that were surrendered during the fiscal year ended December 31, 2021, to pay for taxes upon the vesting of restricted stock units and performance share units. EXECUTIVE COMPENSATION  •2022 PROXY STATEMENT      602019 Back to Contents 2021 Pension Benefits 2019 Pension Benefits The following table sets forth certain information as of December 31, 20192021, with respect to potential payments under our pension plans for each Named Executive Officer. Please refer to “—Elements of the Executive Compensation Program—Flowserve Corporation Pension Plans”Additional Attributes Related to Executive Compensation—Retirement Benefits” above for a narrative description of the material factors necessary to an understanding of our pension plans. Name Plan Name Number of Years Credited Service (#) Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) R. Scott Rowe Qualified—Cash Balance(1)     2.8   53,974 —   Non-Qualified—SMRP 2.8   342,373 —   Non-Qualified—SERP 2.8   258,107 — Lee S. Eckert Qualified—Cash Balance(1) 2.2   40,825 —   Non-Qualified—SMRP 2.2   80,932 —   Non-Qualified—SERP 2.2   86,356 — John E. (Jay) Roueche, III Qualified—Cash Balance(1) 7.2   144,238 —   Non-Qualified—SMRP 7.2   95,192 —   Non-Qualified—SERP 7.2   165,975 — David J. Wilson Qualified—Cash Balance(1) 2.3   42,024 —   Non-Qualified—SMRP 2.3   57,544 —   Non-Qualified—SERP 2.3   72,553 — Keith E. Gillespie Qualified—Cash Balance(1) 4.7   96,570 —   Non-Qualified—SMRP 4.7   139,235 —   Non-Qualified—SERP 4.7   154,220 — Elizabeth L. Burger Qualified—Cash Balance(1) 1.7   35,280 —   Non-Qualified—SMRP 1.7   36,637 —   Non-Qualified—SERP 1.7   51,781 — (1) The Company sponsors cash balance designed pension plans for eligible employees. Each executive accumulates a notional amount derived from the plan provisions; each Named Executive Officer’s account balances as of December 31, 2019 are presented above. We believe that this is the best estimate of the present value of accumulated benefits. 54          2020 PROXY STATEMENT Name Plan Name Number of Years Credited Service (#) Present Value of Accumulated Benefit ($) Payments During Last Fiscal Year ($) R. Scott Rowe Qualified—Cash Balance(1) 4.8 94,797 — Non-Qualified—SMRP 4.8 668,886 — Non-Qualified—SERP 4.8 495,891 — Amy B. Schwetz Qualified—Cash Balance(1) 1.8 36,339 — Non-Qualified—SMRP 1.8 76,395 — Non-Qualified—SERP 1.8 77,824 — Elizabeth L. Burger Qualified—Cash Balance(1) 3.7 74,423 — Non-Qualified—SMRP 3.7 108,364 — Non-Qualified—SERP 3.7 128,980 — Keith E. Gillespie Qualified—Cash Balance(1) 6.7 149,611 — Non-Qualified—SMRP 6.7 236,615 — Non-Qualified—SERP 6.7 239,648 — Tamara M. Morytko Qualified—Cash Balance(1) 1.3 24,246 — Non-Qualified—SMRP 1.3 24,115 — Non-Qualified—SERP 1.3 37,503 — (1) The Company sponsors cash balance designed pension plans for eligible employees. Each executive accumulates a notional amount derived from the plan provisions; each Named Executive Officer’s account balances as of December 31, 2021, are presented above. We believe that this is the best estimate of the present value of accumulated benefits. EXECUTIVE COMPENSATION  •2022 PROXY STATEMENT      612019 Pension Benefits Back to Contents Quantification of Potential Payments The following table sets forth the estimated value of the potential payments to each of the Named Executive Officers, who were employed as of December 31, 2019, assuming the executive’s employment had terminated on December 31, 20192021, under the scenarios outlined below. The payments and benefits that Mr. Eckert actually received in connection with his separation on December 3, 2019 are summarized below under the heading “—Mr. Eckert’s Separation Agreement”. For the events of termination involving a change in control, we assumed that the change in control also occurred on December 31, 2019.2021. In addition to the payments set forth in the following tables, the Named Executive Officers may receive certain payments upon their termination or a change in control pursuant to our Flowserve Corporation Deferred Compensation Plan, Qualified Plan, SERP and SMRP. Previously vested amounts and contributions made to such plans by each Named Executive Officer are disclosed in the “2019“2021 Pension Benefits” table. Triggering Event   Compensation Component   Payout($)           R. Scott Rowe       Jay Roueche       Keith E. Gillespie       Elizabeth Burger       David J. Wilson   Death   Life Insurance (1.5x base salary; third party payment, max $1.5)     1,500,000       515,636       727,500       718,425       712,632     Immediate vesting of outstanding equity awards(1)(2)     13,363,503       980,476       1,886,793       1,624,396       2,593,329     Total     14,863,503       1,496,112       2,614,293       2,342,821       3,305,961   Disability   Short-term and long-term disability benefit to age 65 (third party payment)     4,328,190       3,141,856       2,820,530       3,987,063       3,543,957     Immediate vesting of outstanding equity awards(1)(3)     13,363,503       980,476       1,886,793       1,624,396       2,593,329     Total     17,691,693       4,122,332       4,707,322       5,611,459       6,137,286   Retirement   Vesting of outstanding equity awards     —       —       —       —       —     Total     —       —       —       —       —   Termination Without Cause by the Company Not in Connection with Change in Control   Termination payment (2x base salary)     2,266,000       687,514       970,000       957,900       950,176     Target annual incentive award     1,155,660       146,097       315,250       264,620       216,165     Vesting of outstanding equity     4,034,926 (3)      —       —       —       1,033,851     Cash payment in lieu of vesting of RSU     2,229,814       190,049       489,659       140,361       283,814     Total     9,686,400       1,023,660       1,774,909       1,362,881       2,484,007   Change in Control—Termination Without Cause by the Company or Constructive Termination   Termination payment (base salary times applicable multiplier)     3,399,000       515,636 (4)      970,000       957,900       950,176     Termination payment (target annual incentive award times applicable multiplier)     4,078,800       219,145       630,500       529,240       432,330     Immediate vesting of outstanding equity awards     13,363,503       980,476       1,886,793       1,624,396       2,593,329     Supplemental pension benefit     1,107,760       276,452       412,668       329,579       217,596     Health & welfare benefit     90,068       33,101       48,043       46,520       44,647     Excise Tax and gross-up payment     —       —       —       —       —     Total     22,039,131       2,024,809       3,948,003       3,487,635       4,238,078   (1) Only applies to equity awards issued under the Long-term Incentive Plan except forsign-on stock options for Scott Rowe. (2) Pursuant to Mr. Rowe’s employment offer letter with the Company. (3) For restricted stock units and contingent performance units, these amounts are calculated assuming that the market price per share of the Company’s common stock on the date of event was equal to the closing price of the Company’s common stock on December 31, 2019 2020 PROXY STATEMENT          55 Triggering Event Compensation Component Payout ($)  R. Scott Rowe    Amy B. Schwetz Elizabeth L. Burger  Keith E. Gillespie Tamara M. Morytko  Death Life Insurance (1.5x base salary; third party payment, max $1.5) 1,500,000   1,004,250 739,979 742,050 802,500 Immediate vesting of outstanding equity awards(2) 11,799,199   3,108,387 1,503,976 1,158,358 782,605 Total 13,299,199   4,112,637 2,243,955 1,900,408 1,585,105 Disability Short-term and long-term disability benefit to age 65 (third party payment) 3,727,697   4,367,595 3,392,317 2,223,917 3,454,000 Immediate vesting of outstanding equity awards(2) 11,799,199   3,108,387 1,503,976 1,158,358 782,605 Total 15,526,896   7,475,982 4,896,293 3,382,275 4,236,605 Retirement(1) Vesting of outstanding equity awards —   — — — — Total —   — — — — Termination Without Cause by the Company Not in Connection with Change in Control Termination payment (2x base salary) 2,266,000   1,339,000 986,638 989,400 1,070,000 Target annual incentive award 1,359,600   502,125 320,657 321,555 347,750 Vesting of outstanding equity —   — — — — Cash payment in lieu of vesting of RSU 2,109,443   723,138 270,455 227,080 94,758 Total 5,735,043   2,564,263 1,577,750 1,538,035 1,512,508 Change in Control—Termination Without Cause by the Company or Constructive Termination Termination payment (base salary times applicable multiplier) 3,399,000   1,339,000 986,638 989,400 1,070,000 Termination payment (target annual incentive award times applicable multiplier) 4,078,800   1,004,250 641,315 643,110 695,500 Immediate vesting of outstanding equity awards(2) 11,799,199   3,108,387 1,503,976 1,158,358 782,605 Supplemental pension benefit 1,177,922   324,795 235,815 292,212 237,278 Health & welfare benefit 95,754   73,432 74,137 64,374 74,875 Total 20,550,675   5,849,864 3,441,881 3,147,454 2,860,258 (1) None of the Named Executive Officers were eligible to retire on December 31, 2021. (2) For restricted stock units, these amounts are calculated assuming that the market price per share of the Company’s common stock on the date of event was equal to the closing price of the Company’s common stock on December 31, 2021 ($30.60).   EXECUTIVE COMPENSATION  •2022 PROXY STATEMENT      622019 Pension Benefits Back to Contents ($49.77). For Mr. Rowe’ssign-on stock options, these amounts are calculated using the Black Scholes model and a price per share of $48.63, the closing market price of the Company’s common stock as reported by the NYSE on May 4, 2017, the date of the grant, which delivers a fair value of $17.40. (4) The termination payment for Mr. Roueche is 1.5x base salary. Mr. Eckert’s Separation Agreement In connection with Mr. Eckert’s departure, the Company and Mr. Eckert entered into a separation agreement on December 19, 2019. Under the terms of the separation agreement, in consideration of his ongoing cooperation and assistance in an orderly transition of the duties of the financial officer role and his release of claims against the Company, Mr. Eckert received the following severance benefits under the Executive Officer Severance Plan for termination without cause: (i) $1,133,000, representing 24 months of base salary continuation, (ii) $361,144, representing a cash payment of his applicable target bonus under the AIP and (iii) $598,220, representing a cash payment in lieu of the vesting of RSUs that would have otherwise vested within 90 days following Mr. Eckert’s separation date. CEO PAY RATIO FOR FISCAL YEAR 2019 2021 Pay Ratio Our CEO to median-compensated employee pay ratio has been calculated in accordance with the applicable rules under the Dodd-Frank Wall Street Reform and Consumer Protection Act and is a reasonable estimate calculated in a manner consistent with Item 402(u) of Regulation S-K. Mr. Rowe had 20192021 total compensation of $8,709,622,$12,506,622, which reflects the total compensation reported in the “Summary Compensation Table” in this proxy statement, plus the employer-paid portion of health, vision and dental benefits and disability insurance premiums available to U.S. full-time employees. Our median employee’s annual total compensation for 20192021 was $64,075,$84,837, calculated using the same methodology as used in the calculation of theour CEO’s compensation of the Named Executive Officers under the “Summary Compensation Table,” except that such calculation also includes the employer-paid portion of disability insurance premiums, and health, vision and dental benefits available to employees, as applicable.discussed above. As a result, the annual total compensation for our CEO in 20192021 was approximately136147 times that of our median employee’s annual total compensation. Identification of Median Employee For purposes of calculatingWe identified the 2019 pay ratio,median employee by examining the Company examined the 20192020 total target cash compensation for all employees who were employed by the Company or its consolidated subsidiaries on October 1, 2019,2020, excluding our CEO, and selected a newCEO. For purposes of calculating the 2021 pay ratio, the Company determined that there had been no change in its workforce composition or compensation arrangements that would significantly impact the pay ratio disclosure since the Company determined its median employee in 2020. Accordingly, the Company utilized the same median employee for purposes of calculating its 20192021 pay ratio. Total target cash compensation was calculated by totaling an employee’s annual base salary and target incentive compensation. We did not make any assumptions, adjustments, or estimates with respect to total target cash compensation. We used total target cash compensation and excluded annual equity awards for our calculations because we do not widely distribute annual equity awards to employees. Annual Total Compensation After identifying the median employee based on total target cash compensation, we calculated annual total compensation for such employee using the same methodology we use for our named executive officersNamed Executive Officers as set forth in the “Summary Compensation Table” in this proxy statement, except that for purposes of determining our CEO to median compensation employee pay ratio, we included the employer-paid portion of health, vision and dental benefits and disability insurance premiums. The SEC’s rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios. 2022 PROXY STATEMENT      63 Back to Contents 56          2020 PROXY STATEMENT PROPOSAL TWO PROPOSAL TWO: ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION At each Annual Meeting, the Board provides shareholders the opportunity to cast an advisory vote on the compensation of our Named Executive Officers, pursuant to Schedule 14A of the Securities Exchange Act. This proposal, commonly known as a “Say on Pay” proposal, gives our shareholders the opportunity to endorse or not endorse our executive compensation programs and policies and the compensation paid to our Named Executive Officers. Our next Say on Pay vote following the 2020 annual meeting2022 Annual Meeting will be held at our 20212023 Annual Meeting of Shareholders provided our Board does not change our annual say on pay voting frequency. The Board values the opinions of the Company’s shareholders as expressed through their votes and other communications. This Say on Pay vote is advisory, meaning that it is not binding on the O&C Committee or Board. This vote will not affect any compensation already paid or awarded to any Named Executive Officer, nor will it overrule any decisions the Board has made. Nonetheless, the O&C Committee and the Board will review and carefully consider the outcome of the advisory vote on executive compensation when making future decisions regarding our executive compensation programs and policies. We generally design our executive compensation programs to implement our core objectives of attracting and retaining key leaders, rewarding current performance, driving future performance and aligning the long-term interests of our executives with those of our shareholders. Shareholders are encouraged to read the Compensation Discussion and Analysis (“CD&A”) section of this proxy statement. In the CD&A, we have provided shareholders with a description of our compensation programs, including the philosophy and strategy underpinning the programs, the individual elements of the compensation programs and how our compensation plans are administered. The Board believes that the Company’s executive compensation programs use appropriate structures and sound pay practices that are effective in achieving our core objectives. Accordingly, the Board recommends that you vote in favor of the following resolution: “RESOLVED, that the Flowserve Corporation shareholders approve, on an advisory basis, the compensation of the Company’s named executive officers as described in the section of this Proxy Statement entitled ‘Executive Compensation’.”       ✔ ü The Board recommends that you vote ““FOR”FOR” the approval of this advisory vote on Executive Compensation.       2020 PROXY STATEMENT          57 2022 PROXY STATEMENT      64 Back to Contents CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS Related Party Transaction Policy.The Company has adopted a written policy for approval of transactions between the Company and its directors, director nominees, executive officers,greater-than-5% beneficial owners and their respective immediate family members, where the amount involved in the transaction exceeds or is expected to exceed $120,000 in a single calendar year. The policy provides that the CG&N Committee reviews transactions subject to the policy and determines whether or not to approve or ratify (in certain limited circumstances where pre-approval was not feasible) those transactions. In doing so, the CG&N Committee takes into account, among other factors it deems appropriate, whether the transaction is on terms that are no less favorable to the Company than terms generally available to an unaffiliated third-party under the same or similar circumstances and the extent of the related person’s interest in the transaction. In addition, the Board has delegated authority to the Chairman of the CG&N Committee topre-approve or ratify transactions (in certain limited circumstances where pre-approval was not feasible) where the aggregate amount involved is expected to be less than $1 million. A summary of any new transactionspre-approved by the Chairman is provided to the full CG&N Committee for its review in connection with each regularly scheduled CG&N Committee meeting. The CG&N Committee has considered and adopted standingpre-approvals under the policy for limited transactions with related persons.Pre-approved transactions include: • business transactions with other companies in which a related person’s only relationship is as an employee, director orless-than-10% beneficial owner if the amount of business falls below the thresholds in the NYSE’s listing standards and the Company’s director independence standards; and • charitable contributions, grants or endowments to a charitable organization where a related person is an employee if the aggregate amount involved does not exceed the greater of $1 million or 2% of the organization’s total annual receipts. Related Party TransactionsSince January 1, 2021, there were no reportable related person transactions, and there are currently no proposed transactions in 2019. The CG&N Committeeexcess of $120,000 in which the Company was not requested to and did not approve any transactions requiredor is to be reported under applicable SEC rulesa participant and in 2019.which any related person had or will have a direct or indirect material interest.   58          2020 PROXY STATEMENT 2022 PROXY STATEMENT      65 Back to Contents SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS SECURITYOWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS The following table sets forth as of March 16, 20202022, ownership of Company common stock by director nominees, members of the Board, each executive officer individually and all members of the Board and all executive officers as a group. Except pursuant to applicable community property laws and except as otherwise indicated, each shareholder identified possesses sole voting and investment power with respect to his or her shares. Name of Beneficial Owner    Amount and nature of beneficial ownership(1)      Total      Percent of class   Directors                            Sujeet Chand      1,000        1,684 (2)       *   Ruby R. Chandy      2,574        10,661 (3)       *   Gayla J. Delly      2,568        48,549 (4)       *   Roger L. Fix      14,680        58,136 (5)       *   John R. Friedery      8,036        51,161 (6)       *   John L. Garrison      —        5,745 (7)       *   Joe E. Harlan      —        42,637 (7)       *   Michael C. McMurray      —        2,568 (7)       *   Rick J. Mills      —        61,905 (7)       *   David E. Roberts      —        32,254 (7)       *   R. Scott Rowe      244,236 (8)       244,236        *   Executive Officers                            Elizabeth L. Burger      7,530 (9)       7,530        *   Sanjay K. Chowbey      850        850        *   Keith E. Gillespie      49,293 (10)       49,293        *   Lanesha T. Minnix      2,984        2,984        *   Amy B. Schwetz(11)      —        —        *   David J. Wilson      6,348        6,348        *   Kirk R. Wilson      38,679 (12)       38,679        *   All members of the Board and executive officers as a group (18 individuals)      378,778 (13)       665,220 (14)       *   Name of Beneficial Owner Amount and Nature of Beneficial Ownership(1) Total Percent of Class Directors           Sujeet Chand 1,000   10,940 (2)  * Ruby R. Chandy 2,574   18,209 (3)  * Gayla J. Delly 8,783   58,351 (4)  * Roger L. Fix 20,895   67,938 (5)    John R. Friedery 14,251   60,963 (6)  * John L. Garrison —   18,251 (7)  * Michael C. McMurray —   8,783 (7)  * David E. Roberts —   38,469 (7)  * R. Scott Rowe 367,421 (8)  367,421   * Carlyn R. Taylor —   7,518 (7)  * Named Executive Officers           Elizabeth L. Burger 25,518   25,518   * Keith E. Gillespie 71,464   71,464   * Tamara M. Morytko 1,912   1,912   * Amy B. Schwetz 17,927   17,927   * All members of the Board and executive officers as a group (18 individuals) 597,335 (9)  839,254 (10)  * * Less than 1%. (1) Beneficial ownership has been determined in accordance with Rule13d-3 under the Exchange Act and, unless otherwise indicated, represents securities for which the beneficial owner has sole voting and investment power. For each person or group, also includes any securities that person or group has the right to acquire within 60 days pursuant to stock options under certain Company stock option and incentive plans. (2) Includes 6849,940 shares that have been deferred under the director stock deferral plan and/or a Company stock plan. Mr. Chand does not possess any voting or investment power over these deferred shares. (3) Includes 8,08715,635 shares that have been deferred under the director stock deferral plan and/or a Company stock plan. Ms. Chandy does not possess any voting or investment power over these deferred shares. (4) Includes 45,98149,568 shares that have been deferred under the director stock deferral plan and/or a Company stock plan. Ms. Delly does not possess any voting or investment power over these deferred shares. (5) Includes 43,45647,043 shares that have been deferred under the director stock deferral plan and/or a Company stock plan. Mr. Fix does not possess any voting or investment power over these deferred shares. (6) Includes 43,12546,712 shares that have been deferred under the director stock deferral plan and/or a Company stock plan. Mr. Friedery does not possess any voting or investment power over these deferred shares. 2020 PROXY STATEMENT          59 (7) SECURITY OWNERSHIP OF DIRECTORS AND CERTAIN EXECUTIVE OFFICERS (7) Represents shares that have been deferred under the director stock deferral plan and/or a Company stock plan. The holder does not possess any voting or investment power over these deferred shares. (8) Includes 114,943 shares of common stock that Mr. Rowe has the right to acquire within 60 days pursuant to the exercise of stock options, 15,242 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that Mr. Rowe has the right to acquire within 60 days pursuant to contingent performance share units and 19,703 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that Mr. Rowe has the right to acquire within 60 days pursuant to restricted stock units.options. (9) Includes 686 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that Ms. Burger has the right to acquire within 60 days pursuant to restricted stock units. (10) Includes 2,667 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that Mr. Gillespie has the right to acquire within 60 days pursuant to contingent performance share units. (11) Ms. Schwetz was appointed Senior Vice President, Chief Financial Officer effective as of February 24, 2020. (12) Includes 1,651 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that Mr. Wilson has the right to acquire within 60 days pursuant to contingent performance share units. (13) Includes 20,389 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that members of this group have the right to acquire within 60 days pursuant to restricted stock units, 19,560 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that members of this group have the right to acquire within 60 days pursuant to contingent performance share units and 114,943 shares of common stock that members of this group have the right to acquire within 60 days pursuant to the exercise of stock options, in each case under certain Company stock incentive plans. (14) (10) Includes 20,389 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that members of this group have the right to acquire within 60 days pursuant to restricted stock units, 19,560 shares of common stock (including dividend equivalent units that have accrued between the date of grant and March 16, 2019) that members of this group have the right to acquire within 60 days pursuant to contingent performance share units and 114,943 shares of common stock that members of this group have the right to acquire within 60 days pursuant to the exercise of stock options, in each case under certain Company stock incentive plans. Also includes 286,442241,919 shares that have been deferred under various Company plans for which no member of the group possesses voting or investment power. 60          2020 PROXY STATEMENT 2022 PROXY STATEMENT      66 Back to Contents SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS SECURITYOWNERSHIP OF CERTAIN BENEFICIAL OWNERS The following shareholders reported to the SEC that they beneficially own more than 5% of the Company’s outstanding common stock. The information is presented as of March 16, 2020December 31, 2021, except as noted, and is based on stock ownership reports on Schedule 13G filed with the SEC and subsequently provided to us. We know of no other shareholder holding more than 5% or more of the Company’s common stock. Name and Address of Beneficial Owner Amount and Nature of Beneficial Ownership(1) Percent of Class(2) The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355 12,353,613 (3)  9.5% EdgePoint Investment Group Inc. 150 Bloor Street West, Suite 500 Toronto, Ontario M5S 2X9, Canada 10,972,988 (4)  8.4% First Eagle Investment Management, LLC 1345 Avenue of the Americas New York, NY 10105 10,788,753 (5)  8.3% BlackRock, Inc. 55 East 52nd Street New York, NY 10055 10,704,548 (6)  8.2% (1) Beneficial ownership has been determined in accordance with Rule 13d-3 under the Exchange Act and, unless otherwise indicated, represents securities for which the beneficial owner has sole voting and investment power. (2) Based on shares outstanding on March 16, 2022. (3) Based on a Schedule 13G/A filed with the SEC on February 9, 2022. The filing indicates sole voting power for 0 shares, shared voting power for 76,880 shares, sole dispositive power for 12,186,228 shares and shared dispositive power for 167,385 shares. (4) Based on a Schedule 13G/A filed with the SEC on February 11, 2022. The filing indicates sole voting power for 8,621,283 shares, shared voting power for 2,351,705 shares, sole dispositive power for 8,621,283 shares and shared dispositive power for 2,351,705 shares. (5) Based on a Schedule 13G/A filed with the SEC on February 10, 2022. The filing indicates sole voting power for 10,107,626 shares, shared voting power for 0 shares, sole dispositive power for 10,788,753 shares and shared dispositive power for 0 shares. First Eagle Investment Management, LLC is deemed to be the beneficial owner of these shares as a result of acting as investment adviser to various clients. The First Eagle Global Fund, a registered investment company for which First Eagle Investment Management, LLC acts as investment adviser, may be deemed to beneficially own 7,892,216 of the reported shares. (6) Based on a Schedule 13G/A filed with the SEC on January 31, 2022. The filing indicates sole voting power for 10,203,779 shares, shared voting power for 0 shares, sole dispositive power for 10,704,548 shares and shared dispositive power for 0 shares. 2022 PROXY STATEMENT      67   Name and Address of Beneficial Owner Amount and nature of beneficial ownership(1) Percent     of class       EdgePoint Investment Group Inc. 150 Bloor Street West, Suite 500 Toronto, Ontario M5S 2X9, Canada   17,576,726 (2)  13.4%   The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355   14,049,704 (3)  10.7%   Invesco Ltd. 1555 Peachtree Street NE, Suite 1800 Atlanta, GA 30309   13,323,000 (4)  10.2%   First Eagle Investment Management, LLC 1345 Avenue of the Americas New York, NY 10105   12,116,082 (5)    9.3%   BlackRock, Inc. 55 East 52nd Street New York, NY 10055   8,954,345 (6)    6.8% Back to Contents (1) Beneficial ownership has been determined in accordance with Rule13d-3 under the Exchange Act and, unless otherwise indicated, represents securities for which the beneficial owner has sole voting and investment power. (2) Based on a Schedule 13G/A filed with the SEC on March 17, 2020. The filing indicates sole voting power for 17,576,726 shares, shared voting power for 0 shares, sole dispositive power for 17,550,570 shares and shared dispositive power for 0 shares. (3) Based on a Schedule 13G/A filed with the SEC on February 12, 2020. The filing indicates sole voting power for 190,092 shares, shared voting power for 35,023 shares, sole dispositive power for 13,829,997 shares and shared dispositive power for 219,707 shares. (4) Based on a Schedule 13G/A filed with the SEC on February 11, 2020. The filing indicates sole voting power for 13,315,365 shares, shared voting power for 0 shares, sole dispositive power for 13,323,000 shares and shared dispositive power for 0 shares. Invesco Advisers, Inc. is a subsidiary of Invesco Ltd., and it advises the Invesco Diversified Dividend Fund, which owns 5.82% of the reported shares. (5) Based on a Schedule 13G/A filed with the SEC on February 10, 2020. The filing indicates sole voting power for 11,314,269 shares, shared voting power for 0 shares, sole dispositive power for 12,116,082 shares and shared dispositive power for 0 shares. First Eagle Investment Management, LLC is deemed to be the beneficial owner of these shares as a result of acting as investment adviser to various clients. The First Eagle Global Fund, a registered investment company for which First Eagle Management, LLC acts as investment adviser, may be deemed to beneficially own 8,382,216 of the reported shares. (6) Based on a Schedule 13G/A filed with the SEC on February 5, 2020. The filing indicates sole voting power for 7,700,389 shares, shared voting power for 0 shares, sole dispositive power for 8,954,345 shares and shared dispositive power for 0 shares. 2020 PROXY STATEMENT          61 EQUITY COMPENSATION PLAN INFORMATION EQUITY COMPENSATION PLAN INFORMATION The following table provides certain information about our common stock that may be issued upon the exercise of options or vesting of restricted stock units and performance share units granted under the Flowserve Corporation 2010 Equity and Incentive Compensation Plan (the “2010 Plan”). and the Flowserve Corporation 2020 Long-Term Incentive Plan (the “2020 Plan”) as of December 31, 2021.     Plan Category    Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights    Weighted-Average          Exercise Price of          Outstanding Option,          Warrants and Rights(1)             Number of Securities        Remaining Available for        Future Issuance Under        Equity Compensation        Plans (Excluding        Securities Reflected in the        First Column)(2)            Equity compensation plans approved by securities holders    114,943    48.63    1,611,332 Equity compensation plans not approved by securities holders             —          —                —     TOTAL             —          —                — (1) These amounts represent the weighted average exercise price for the total number of outstanding options. (2) The shares of common stock reflected in this column include shares available for issuance under the 2010 Plan. This column does not reflect shares that were the subject of outstanding awards under the 2010 Plan at December 31, 2019. Effective January 1, 2020, our 2010 Plan was replaced by the Flowserve 2020 Long-Term Incentive Plan, which authorized an additional 12,500,000 for issuance in addition to the 1,611,332 shares the remained available for issuance under our 2010 Plan at December 31, 2019. 62          2020 PROXY STATEMENT Plan Category Number of Securities to Be Issued Upon Exercise of Outstanding Options, Warrants and Rights Weighted-Average Exercise Price of Outstanding Option, Warrants and Rights(1) Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in the First Column)(2) Equity compensation plans approved by securities holders 2,408,381 48.63 11,349,702 Equity compensation plans not approved by securities holders          —      —              — TOTAL 2,408,381 48.63 11,349,702 (1) These amounts represent the weighted average exercise price for the total number of outstanding options. No such value is included for RSUs or PSUs. (2) The shares of common stock reflected in this column include shares available for issuance under the 2020 Plan, including 1,611,332 shares that remained available for issuance under the Flowserve Corporation 2010 Equity and Incentive Compensation Plan as of December 31, 2019, and which remain available for issuance under the terms of our 2020 Plan. DELINQUENT SECTION 16(a) REPORTS DELINQUENT SECTION 16(a) REPORTS2022 PROXY STATEMENT      68 Section 16(a) of the Exchange Act requires the Company’s directors, executive officers and any person beneficially owning more than 10% of the Company’s common stockBack to file reports of ownership and any changes in ownership with the SEC. Based solely on the Company’s review of such reports filed with the SEC and representations provided to the Company by persons required to file reports under Section 16 of the Exchange Act, the Company’s directors, executive officers and greater thanContents ten-percent beneficial owners timely complied with their Section 16(a) filing requirements during 2019, except that due to a technical error one Form 4 for John Lenander, our former President, FCD, reporting the sale of common stock, was inadvertently filed one day late. 2020 PROXY STATEMENT          63 PROPOSAL THREE PROPOSAL THREE: RATIFICATION OF APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP TO SERVE AS OUR INDEPENDENT AUDITOR FOR 2020 2022 The Audit Committee has approved PricewaterhouseCoopers LLP (“PwC”) to serve as our independent registered public accounting firm for 2020.2022. We are asking our shareholders to ratify the appointment of PwC as our independent registered public accounting firm. Although shareholder ratification is not required by ourBy-laws By-Laws or otherwise, the Board is submitting this proposal for ratification because we value our shareholders’ views on the Company’s independent registered public accounting firm and as a matter of good corporate practice. In the event that our shareholders fail to ratify the selection, it will be considered as a direction to the Audit Committee to consider the selection of a different firm, though the Company may nonetheless determine to retain PwC. Even if the selection is ratified, the Audit Committee in its discretion may select a different independent registered public accounting firm at any time during the year if it determines that such a change would be in the best interests of the Company and its shareholders.       ✔ ü The Board recommends that you vote ““FOR”FOR” the ratification of appointment of PricewaterhouseCoopers to serve as our independent auditor for 2020.2022.       64          2020 PROXY STATEMENT 2022 PROXY STATEMENT      69 Back to Contents OTHER AUDIT INFORMATION OTHER AUDIT INFORMATION Relationship with Independent Registered Public Accounting Firm PwC has served as the Company’s independent registered public accounting firm since 2000. In this role, PwC audits the financial statements of the Company. Representatives from PwC are expected to be present at the Annual Meeting and available to respond to appropriate questions from shareholders. They will have the opportunity to make a statement if they desire to do so. Audit andNon-Audit Fees and Services The following table summarizes the aggregate fees (excluding value added taxes) for professional services incurred by the Company for the audits of its 20192021 and 20182020 financial statements and other fees billed to the Company by PwC in 20192021 and 2018.2020. In general, the Company retains PwC for services that are logically related to or natural extensions of services performed by independent auditors.   2021 2020 Audit Fees(1) $ 7,557,000   $ 8,190,000   Audit-Related Fees(2) 244,000   108,000   Total Audit Related Fees 7,801,000   8,298,000   Tax Compliance 255,000   93,000   Tax Consulting/Advisory 164,000   39,000   Total Tax Fees(3) 419,000   132,000   All Other Fees(4) 69,000   3,000   TOTAL FEES(5) $ 8,289,000   $ 8,433,000   (1) Fees for the years ended December 31, 2021 and 2020 consist of the audit of the Company’s consolidated financial statements, including effectiveness of internal controls over financial reporting, reviews of the Company’s quarterly financial statements, and subsidiary statutory audits. (2) Audit-related fees consist of other attestation services and review of supplementary filings. (3) Tax fees consist of compliance, consulting and transfer pricing services. (4) All other fees consist of accounting research and disclosure software licenses, pension plan audit procedures and compilation services. (5) 2020 Total Fees includes $168,000 of fees related to the 2019 audit that were billed, approved and paid in 2020.         2019      2018   Audit Fees(1)    $ 7,622,000      $ 8,693,000   Audit-Related Fees(2)      59,000        46,000   Total Audit Related Fees      7,651,000        8,739,000   Tax Compliance      295,000        277,000   Tax Consulting/Advisory      250,000        114,000   Total Tax Fees(3)      545,000        391,000   All Other Fees(4)      61,000        59,000   TOTAL FEES(5)    $ 8,287,000      $ 9,189,000   (1) Fees for the years ended December 31, 2019 and 2018 consist of the audit of the Company’s consolidated financial statements, including effectiveness of internal controls over financial reporting, reviews of the Company’s quarterly financial statements, and subsidiary statutory audits. (2) Audit-related fees consist of attestation services and review of supplementary filings. (3) Tax fees consist of compliance, consulting and transfer pricing services. (4) All other fees consist of accounting research and disclosure software licenses, and agreed upon procedures related to a pension audit. (5) 2018 Total Fees includes $464,700 of fees related to the 2017 audit that were billed, approved and paid in 2018. The Audit Committeepre-approved all of the audit andnon-audit fees described above for the years ended December 31, 2019 and December 31, 2018 in accordance with its approval policy discussed below. Audit Committee Approval Policy The Audit Committee approves all proposed services and related fees to be rendered by the Company’s independent registered public accounting firm prior to their engagement. Services to be provided by the Company’s independent registered public accounting firm generally include audit services, audit-related services and certain tax services. All fees forEach year, the annualAudit Committee discusses the scope of the audit or audit-related services to be performed by the Company’splan with its independent registered public accounting firm are itemizedand all audit and audit-related services, tax services, and other services for the purposesupcoming fiscal year are provided to the Audit Committee for pre-approval. The services, which may be provided in the upcoming twelve-month period, are grouped into significant categories substantially in the format shown above. The Audit Committee is updated on the status of approval. all services and related fees on a periodic basis or more frequently as matters warrant. 2022 PROXY STATEMENT      70 Back to Contents The Audit Committee approves the scope and timing of the external audit plan for the Company and focuses on any matters that may affect the scope of the audit or the independence of the Company’s independent registered public accounting firm. In that regard, the Audit Committee receives certain representations from the Company’s independent registered public accounting firm regarding their independence and permissibility under the applicable laws and regulations of any services provided to the Company outside the scope of those otherwise allowed. The Audit Committee also approves the internal audit plan for the Company. The Audit Committee may delegate its approval authority to the Chairman of the Audit Committee to the extent allowed by law. In the case of any delegation, the Chairman must disclose all approval determinations to the full Audit Committee as soon as possible after such determinations have been made. 2022 PROXY STATEMENT      71 2020 PROXY STATEMENT          65 Back to Contents REPORT OF THE AUDIT COMMITTEE REPORT OF THE AUDIT COMMITTEE The Audit Committee of the Board of Directors of the Company is comprisedcomposed of fivefour independent directors: Michael C. McMurray (Chairman), Sujeet Chand, Roger L. Fix and Carlyn R. Taylor. John R. Friedery Joe E. Harlan and Rick J. Mills.served on the Audit Committee until he was replaced by Mr. Fix in August 2021. The Audit Committee operates under a written charter adopted by the Board. The Audit Committee met 87 times in 20192021 and discussed matters, explained in more detail below, with the independent auditors, internal auditors and members of management. Roles and Responsibilities. Management has primary responsibility for the Company’s internal controls and the financial reporting process. The independent auditors are responsible for performing an independent audit of the Company’s consolidated financial statements in accordance with generally accepted auditingthe standards of the Public Company Accounting Oversight Board (“PCAOB”) and issuing a report on this audit. In addition, the independent auditors are responsible for auditing the Company’s internal control over financial reporting and issuing a report on the effectiveness of internal control over financial reporting. The Audit Committee’s responsibility is to proactively monitor and oversee this process, including the engagement of the independent auditors, thepre-approval of their annual audit plan and the review of their annual audit report. In addition, the Audit Committee reviews, monitors and evaluates how the Company and management implement new GAAP standardsaccounting principles generally accepted in the United States (“GAAP”) and use non-GAAP measures. Committee Oversight of Financial Statements.In this context, the Audit Committee has met and held detailed discussions with management on the Company’s consolidated financial statements. Management represented to the Audit Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United StatesGAAP and that these statements fairly present the financial condition and results of operations of the Company for the period described. The Audit Committee has relied upon this representation without any independent verification, except for the work of PwC, the Company’s independent registered public accounting firm. The Audit Committee also discussed these statements with PwC, both with and without management present, and has relied upon their reported opinion on these financial statements. Required Communications with PwC.The Audit Committee further discussed with PwC matters required to be discussed by standards, including applicable Public Company Accounting Oversight Board (“PCAOB”)PCAOB standards, and critical audit matters. In addition, the Audit Committee received from PwC the written disclosures and letter required by applicable requirements of the PCAOB regarding PwC’s communications with the Audit Committee concerning its independence and has discussed with PwC its independence from the Company and its management. Recommendation.Based on these reviews and discussions, including the Audit Committee’s specific review with management of the Company’s Annual Report and based upon the representations of management and the report of the independent auditors to the Audit Committee, the Audit Committee recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report filed with the SEC. Michael C. McMurray, Chairman Sujeet Chand Roger L. Fix Carlyn R. Taylor John R. Friedery2022 PROXY STATEMENT      72 Joe E. HarlanBack to Contents Rick J. Mills 66          2020 PROXY STATEMENT PROPOSAL FOUR PROPOSAL FOUR: AMENDMENTSREDUCE THRESHOLD TO THE COMPANY’S RESTATED CERTIFICATE OF INCORPORATION TO ALLOWCALL A SPECIAL SHAREHOLDER ACTION BY LESS THAN UNANIMOUS WRITTEN CONSENT The Board is submitting for shareholder approval a proposal to amend our Restated Certificate of Incorporation (the “Certificate”) to allow shareholders to act by less than unanimous written consent subject to certain procedural safeguards intended to protect the best interests of the Company and all of our shareholders. Under New York Law and our current Certificate, shareholder action may only be taken at a meeting or by unanimous written consent. Background In connection with our 2019 annual meeting, we received a non-binding shareholder proposal requesting that the Board take the steps necessary to allow shareholders to act by written consent. Of the votes cast, approximately 50.6% supported the proposal (representing approximately 44.4% of our outstanding shares of common stock). Our shareholders voted on and rejected similar proposals at our 2013, 2015 and 2018 annual meetings. At prior annual meetings, including at the 2019 annual meeting, the Board recommended voting against these shareholder proposals because we already provide shareholders with the right to act between annual meetings through the power to call a special meeting. In addition, the Board had concerns regarding the potential abuse of a right to act by written consent, since such a right could lead to significant actions being approved without giving all shareholders adequate notice and the opportunity to express their views at an open shareholder meeting. The Board remains concerned about the disruptive effect a consent solicitation could have on the Board’s and shareholders’ ability to thoroughly consider significant corporate actions and possible alternatives. Shareholder Engagement and Feedback Consistent with our commitment to soliciting and considering feedback from shareholders, as part of our ongoing engagement efforts, we solicited specific feedback from our shareholders related to the 2019 written consent proposal and how we could amend our Certificate to allow shareholders to act by written consent in a way that protects and is in the best interest of all shareholders. We contacted shareholders representing approximately 80% of our shares outstanding, and we were able to engage with holders of a majority of our outstanding shares. Many of these shareholders expressed the view that the right to act by written consent was unnecessary in light of our existing shareholder rights, including the right to call special meetings, for which some expressed a preference. Nevertheless, they encouraged us to be responsive to the majority-supported shareholder proposal by adopting a written consent right. Nearly all the shareholders expressed concerns that the written consent process could be subject to abuse absent adequate procedural safeguards, or were otherwise supportive of the Board using its discretion to implement safeguards in line with the procedural safeguards currently applicable to call a special meeting in order to prevent abuse while also making the right usable under the appropriate circumstances. Proposed Written Consent Right After careful consideration of the feedback from our shareholders, as well as a review of market practice and the procedural safeguards adopted by other companies with respect to written consent rights, the Board is proposing the amendment to our Certificate attached as Appendix A (the “Amendment”). This Amendment would permit shareholder action by less than unanimous written consent subject to certain safeguards designed to address concerns that the written consent process could be abused. The Board believes such safeguards are in the best interests of the Company and its shareholders. The safeguards, which ensure fairness and transparency in the process for all of our shareholders, include the following: To ensure that shareholders who have limited support for the action being proposed do not cause the Company to suffer disruption or incur unnecessary expense caused by a written consent solicitation, the proposed Amendment requires holders of at least 25% of our outstanding shares of common stock 2020 PROXY STATEMENT          67 PROPOSAL FOUR (provided that such shares represent a net long position (as defined in our Certificate) that have been held continuously for one year prior to the request) to request that the Board set a record date to determine the shareholders entitled to act by written consent. This is the same ownership threshold as is required for our shareholders to call a special meeting. The Board believes that the threshold for setting a record date to act by written consent and calling a special meeting should be the same so there is no advantage for proceeding in one way versus the other. The Board also believes that the 25% threshold strikes a balance between the ability of shareholders to initiate shareholder actions between shareholder meetings and the risk that a lower threshold would subject shareholders to numerous self-interested actions that are only relevant to a small number of shareholders. In the course of our engagement with shareholders concerning written consent, several of our shareholders expressed support for implementing procedural safeguards in line with the procedural safeguards currently applicable to call a special meeting, which includes an ownership threshold of 25%. To protect against shareholder disenfranchisement, consents must be solicited from all shareholders, giving each shareholder the right to consider and act on a proposal. This protection would eliminate the possibility that a small group of shareholders could act without a public and transparent discussion of the merits of any proposed action and without input from all of our shareholders. To provide transparency, shareholders requesting action by written consent must provide the Company with approximately the same information currently required of any Company shareholder seeking to nominate directors or propose action at a meeting. To provide the Board with a reasonable timeframe to properly evaluate and respond to a shareholder request, the proposed Amendment requires that the Board must act, with respect to a valid request, to set a record date by the later of (i) 20 days after delivery of a valid request to set a record date and (ii) 5 days after delivery by the shareholder of all information required by the Company to determine the validity of the request for a record date or to determine whether the action to which the request relates may be effected by written consent. The record date must be no more than 10 days after the Board’s action to set a record date. Should the Board fail to set a record date by the required date, the record date is the date the first signed shareholder written consent is delivered to the Company; provided that, if prior action by the Board is required under the provisions of New York law, the record date shall be the date on which the Board adopts the resolution taking such prior action. To ensure that shareholders have sufficient time to consider the proposal, as well as to provide the Board the opportunity to present its views regarding the proposed action, the dating and delivery of consents cannot begin until 60 days after the valid delivery of a request to set a record date. To avoid an unduly protracted campaign that would disrupt the Company, in order for an action to be effective, consents signed by a sufficient number of shareholders must be delivered to the Company within 60 days of the earliest dated consent delivered to the Company and no later than 120 days after the record date. To ensure that the written consent is in compliance with applicable laws and is not duplicative, the written consent process would not be available in a limited number of circumstances, including: for matters that are not a proper subject for shareholder action under applicable law, if the request to set a record date is received by the Company during the period beginning 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting, If an identical or substantially similar item, other than the election or removal of directors, was presented at a meeting of shareholders held not more than 12 months before the request for a record date is received by the Company, If an identical or substantially similar item consisting of the election or removal of directors was presented at a meeting of shareholders held not more than 90 days before the request for a record date was received by the Company, If an identical or substantially similar item is included in the Company’s notice of meeting for a meeting that has been called but not yet held or that is called to be held within 90 days after the request for a record date is received by the Company, or If the record date request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law. The summary of the proposed Amendment is qualified in its entirety by reference to the text of the proposed Amendment attached as Appendix A. 68          2020 PROXY STATEMENT PROPOSAL FOUR MEETINGRequired Vote and Recommendation Pursuant to New York law, approval of this proposal will require the affirmative vote of a majority of all outstanding shares of common stock entitled to vote on this proposal. Abstentions will not count as votes cast on this proposal. Therefore, abstentions will have the same effect as a vote “against” the proposal. Additionally, brokernon-votes will not be considered to have voted on this proposal and will therefore have the same effect as a vote “against” the proposal. The individuals named as proxies on the enclosed proxy card will vote your proxy “FOR” this proposal unless you instruct otherwise on the proxy. If this proposal is approved by the Company’s shareholders, we will restate the Certificate to incorporate the approved amendment as set forth in Appendix A. Additionally, if this proposal is approved by the Company’s shareholders, the Board intends to make corresponding amendments to ourBy-Laws. ü The Board recommends that you vote“FOR” the approval of the amendment to the Certificate of Incorporation of Flowserve Corporation. 2020 PROXY STATEMENT          69 PROPOSAL FIVE PROPOSAL FIVE: SHAREHOLDER PROPOSAL ON ADVISORY VOTE FOR AMENDMENTS TO ORGANIZATIONAL DOCUMENTS A shareholder has stated that its representative intends to present the following proposal at the Annual Meeting. The Company will promptly provide the name and address of the shareholder and the number of shares owned upon request directed to the Corporate Secretary. The Company is not responsible for the content of the proposal. If properly presented at the Annual Meeting,the Board unanimously recommends a vote “AGAINST” the following proposalproposal.. Shareholder ResolutionProposal Proposal 54 – Let Shareholders Vote on Bylaw AmendmentsSpecial Shareholder Meeting Improvement Shareholders request thatask our board to take the Board of Directorssteps necessary to amend the bylaws to require that any material amendment to theappropriate company governing documents to give the owners of a combined 10% of our outstanding common stock the power to call a special shareholder meeting. Currently it takes a theoretical 25% of all shares outstanding to call for a special shareholder meeting. It goes downhill form here. Shares that are not held for one continuous year are excluded from formal participation in asking for a special shareholder meeting. Thus the shares share that own 25% of the company, includingshares that vote at our annual meeting could determine that they own 35% of our shares when length of stock ownership is factored out. Then they could determine that when their shares, not held net long, are included that they own 40% of the bylaws and the articlesshares that vote at our annual meeting. Thus a theoretical 25% right for 25% of incorporation, that is approved by the board, shall be subjectshares to call for a non—binding shareholder vote as soon as practical unless such amendment is already subject tospecial meeting can in practice easily tum into a shareholder vote. The Board of Directors would have the discretion to determine which amendments are material. It is important that bylaw amendments take into consideration the impact that such amendments can have on limiting the rights of shareholders and/or on reducing the accountability of directors and managers. For example, Directors could adopt a narrowly crafted exclusive forum bylaw to suit the unique circumstances facing our directors. A proxy advisor recently adopted a policy to vote against directors who unilaterally adopt bylaw provisions or amendments to the articles of incorporation that materially diminish shareholder rights. The time is40% right to improve the governance of the company. In the year leading upcall a special meeting - nothing for Flowserve management to the due date for this proposal our stock price slipped from $60 to $49 inbrag about. And it keeps going downhill. Flowserve shareholders do not have a bull market. This proposal seeks to improve the governance of Flowserve like the 2019 proposal for a shareholderpractical right to act by written consent which won 51%consent. We gave 43% support to a shareholder proposal for a practical right to act by written consent. Instead management in spite of management opposition.bad faith gave us a precarious “right” to act by written consent. The right for shareholdersManagement made a rule that in order to act by written consent 25% of shares must petition management for the baby step of obtaining a record date. Once a record date is gaining acceptance asobtained then shareholders are on a more important righttight schedule to obtaining the consent of 51 % of shares outstanding. This turns into a classic Catch-22 situation. In order to get a record date, 25% of shares must give their contact information to management. Thus it is easier than shooting fish in a barrel for management to pester the 25% of shares to change their mind and revoke their support for their written consent topic. Thus while the base of 25% of shares are easily venerable to management attack by deep pockets company money, shareholders must double their number to 51 % of shares in a limited time period. We need an improved right to call for a special meeting. The directors at Intel apparently thought they could divert shareholder attention away frommeeting to make up for its current severe limitation and to make up for the fact that we have a precarious right to act by written consent by making it less difficult for shareholders to call a special meeting. However Intel shareholders responded with greater support for written consent in 2019 compared to 2018. The 2019 Flowserve proxy hyped the “Company’s Commitment to Shareholder Engagement.” This seems to be a flawed commitment because such engagement apparently did not foresee the 51%-vote for written consent and also did not foresee that Flowserve executive pay would be rejected by 19% of shares when a 5% rejection is normal for a well performing company. Our directors could be neutral on this proposal to obtain feedback from shareholders without interference. If our directors are opposed to this proposal then it would be useful for our directors to give recent examples of companies whose directors took the initiative and adopted bylaws that primarily benefitted shareholders.consent. Please vote yes: Special Shareholder Meeting Improvement – Proposal 4 2022 PROXY STATEMENT      73 Back to Contents Let Shareholders Vote on Bylaw Amendments—Proposal 5 Recommendation of the Board The Board has considered this proposal and recommends votesthat shareholders vote AGAINST it the advisory proposal requesting that the Board take steps to modify our shareholders’ existing ability to call special meetings because the proposal is not in the best interestsinterest of the Company or its shareholders. The Board believes that our current process to amend our organizational documentsshareholders’ existing special meeting rights, together with the Company’s strong corporate governance policies and practices, already providesprovide shareholders with a meaningful rightability to amend our Certificatecall a special meeting, as well as meaningful opportunities to interact with the Board and By-laws.senior management. Moreover, the proposed additional requirementlowered threshold would not be in accordance with predominant best practice, and would not appropriately balance providing substantial protections to our shareholders with maintaining flexibility for the Board to take actioncompeting shareholder interests, and could result in response to dynamicunnecessary expenditure of Company time and developing corporate circumstances.resources. The Board also 70  ��       2020 PROXY STATEMENT PROPOSAL FIVE believes that this proposal is unnecessary in light of our robust corporate governance practices and record of Board accountability. Accordingly, the Board recommends that you vote “AGAINST” Proposal Five4 for the following reasons: New York Law Already Provides Our Shareholders With the Right to Vote on Amendments to Our Certificate As a New York corporation, New York law provides our shareholders with the right to vote on any amendment to our Certificate. As a result, the shareholder proposal is unnecessary as it relates to amendments to our Certificate. Our Shareholders Already Have a Meaningful Right to Amend Our By-lawsCall Special Meetings, and the Current Threshold Strikes a Balance that Protects the Interests of Long-Term Shareholders. As a New York corporation, New York law and ourOur governing documents currently provide our shareholders with thea meaningful and balanced right to adopt, amendcall special meetings and repeal our By-laws, including By-laws adopted by the Board (which requireproposed decrease in percentage of shares required to call a vote of two-thirds (2/3)special meeting is neither necessary nor in the best interest of the entire Board). Moreover,Company and its shareholders. Currently, shareholders holding in the aggregate at least 25% of the outstanding shares of the Company’s common stock on a supermajority shareholder vote“net long” basis may request a special meeting. The Board continues to believe that this threshold, which is not required forthe most common threshold among S&P 500 companies, strikes an appropriate balance between providing shareholders holding a meaningful minority of our outstanding shares a mechanism to approve such changes to our By-laws. Ascall a result,special meeting when particularly urgent or strategic matters of importance arise, while also protecting shareholders against the shareholder proposal is unnecessary. Further, ignoring these meaningful rightsimprudent use of Company resources to address special interests. Special Meetings Require a Substantial Investment of Time and Resources. Convening a special meeting of shareholders requires a significant commitment of Company time and resources and would divert Board and management time away from overseeing the day-to-day operations of the Company. Accordingly, given the substantial burdens and costs, special meetings should be limited to amend our By-laws by requiringextraordinary events and circumstances. By reducing the ownership threshold as requested, a non-bindingsmall minority of shareholders, including in some cases a single shareholder, vote on all “material” Board-adopted By-law amendments “as soon as practical” would be overly burdensome and causecould use the special meeting mechanism to advance their own narrower agenda, without regard to the broader interests of the Company and its other shareholders. The Board continues to incur additionalbelieve that our existing special meeting threshold, which affords shareholders a full and unnecessary costs.meaningful opportunity to call a special meeting, effectively balances these concerns. The Company Has a Demonstrated Commitment to Shareholder Engagement and Strong and Effective Corporate Governance Practices that Promote Accountability. The Board believes that shareholders should evaluate this proposal in the context of the Company’s robust shareholder engagement efforts, which enable it to receive feedback directly from shareholders (See the section entitled “Engagementalong with Shareholders” on page 12), and effectiveour strong corporate governance policies and practices. Thethat reflect the Company’s corporate governance structure reflects a significant and ongoing commitment to strong and effective governance practices and a willingness to be responsive and accountableaccountability to our shareholders. We encourage and facilitate regular communication with large and small shareholders about important issues relating to our business and governance and regularly incorporate feedback from those engagements into our governing documents, policies, and practices. For example, following a majority votein fiscal year 2021, we solicited feedback from shareholders representing approximately 80% of our outstanding shares, seeking input on a written consent shareholder proposal at the 2019 Annual Meeting, the Board is proposing at the 2020 Annual Meeting thatcompensation and governance matters. Notably, during our recent engagement, no other shareholders approve amendments to the Certificate to allow shareholder action by written consent. See “Proposal Four—Amendments toidentified the Company’s Restated Certificate of Incorporationexisting special meeting threshold as a concern. 2022 PROXY STATEMENT      74 Back to Allow Shareholder Action by Less Than Unanimous Written Consent.”Contents We alsoFurther, we have implemented severalnumerous corporate governance measures, including through Board-adopted By-law amendments, that provide shareholders with the opportunity to have a meaningful voice in the Company’s governance. For example: • All directors are elected annually by a majority of the votes cast in uncontested elections, and our director resignation policy requires directors to offer to resign if they fail to receive a majority of the votes cast in an uncontested election; • Eight8 of our nine9 directors standing for election at the 20202022 Annual meeting are independent, and our Board is led by an independent Chairman with clearly defined, robust responsibilities; • Shareholders have a meaningful, market-standard proxy access right that permits them to include their director nominees in the Company’s proxy statement, subject to compliance with the applicable By-law requirements; • Shareholders have the right to recommend a candidate for election to the Board, and the Corporate Governance and Nominating Committee evaluates such recommendations using generally the same methods and criteria as recommendations received from other sources; and • Shareholders representing at least 25%have a meaningful right to act by written consent, subject to compliance with the applicable Restated Certificate of Incorporation and By-law requirements. For these reasons, the Board continues to believe that it is not necessary or in our outstanding shares of common stock mayshareholders’ best interest to modify our existing special meeting threshold, which provides appropriate and reasonable limitations on the right to call a special meeting. The Board believes that the Company’s existing policies promote Board accountability and shareholder engagement without the governance and opportunity risks and costs associated with the changes requested in the proposal. For these reasons, the Company believes this proposal is unnecessary and is not in the best interests of shareholders.         ✘ The Board recommends that you vote “AGAINST” this shareholder proposal.       û  The Board recommends that you vote“AGAINST” this shareholder resolution. 2020 PROXY STATEMENT          71 OTHER MATTERS   OTHER MATTERS2022 PROXY STATEMENT      75 Back to Contents OTHER MATTERS The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting. If any other matters are properly comebrought before the shareholders at the Annual Meeting, it is the intention of the persons named on the enclosed proxy card to vote the shares represented thereby on such matters in accordance with their best judgment. 2022 PROXY STATEMENT      76 72          2020 PROXY STATEMENT Back to Contents GENERAL VOTING AND MEETING INFORMATION•Proxy Materials GENERAL VOTING AND MEETING INFORMATION Frequently Asked Questions About The Annual Meeting & Proxy Materials Proxy Materials Why am I receiving this proxy statement? We are providing these proxy materials to shareholders beginning on or about April 9, 2020March 31, 2022, in connection with the solicitation by the Board of proxies to be voted at the Annual Meeting, which will be held on May 22, 2020,12, 2022, and at any adjournments or postponements of this scheduled meeting. How can I access the proxy materials electronically or sign up for electronic delivery? IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREHOLDER MEETING TO BE HELD ON MAY 22, 202012, 2022 We may furnish proxy materials, including this proxy statement and the Company’s annual report for the year ending December 31, 2019,2021, to our shareholders by providing access to such documents on the Internet instead of mailing printed copies. Most shareholders will not receive printed copies of the proxy materials unless they request them. Instead, a Notice of Internet Availability of Proxy Materials (“Notice of Internet Availability”), which was mailed to most of our shareholders, will explain how you may access and review the proxy materials and how you may submit your proxy on the Internet. If you would like to receive a paper or electronic copy of our proxy materials, please follow the instructions included in the Notice of Internet Availability. Shareholders who requested paper copies of proxy materials or previously elected to receive proxy materials electronically did not receive the Notice of Internet Availability and are receiving the proxy materials in the format requested. This proxy statement and the Company’s annual report for the year ending December 31, 20192021, are available electronically on our hosted website at www.proxyvote.com.www.proxyvote.com. To access and review the materials made available electronically: 1. Go to www.proxyvote.com and input the16-digit control number from the Notice of Internet Availability or proxy card. 1. Go to www.proxyvote.com and input the 16-digit control number from the Notice of Internet Availability or proxy card. 2. Click the “2020 Proxy Statement” in the right column. 2. Click the “2022 Proxy Statement” in the right column. 3. Have your proxy card or voting instructions available. 3. Have your proxy card or voting instructions available. We encourage you to review all of the important information contained in the proxy materials before voting. Who will bear the cost of this solicitation, and how will proxies be solicited? The Company bears the full cost of soliciting proxies, which will be conducted primarily by mail. The Company has also retained Alliance Advisors to aid in the solicitation of proxies by mail, telephone, facsimile,e-mail and personal solicitation and will request brokerage houses and other nominees, fiduciaries and custodians to forward soliciting materials to beneficial owners of the Company’s common stock, par value $1.25 per share (“common stock”).stock. For these services, the Company will pay Alliance Advisors a fee of $9,500 plus reimbursement for reasonableout-of-pocket expenses. Brokerage firms and other custodians, nominees and fiduciaries are reimbursed by the Company for reasonableout-of-pocket expenses that they incur to send proxy materials to shareholders and solicit their votes. In addition to this mailing, proxies may be solicited, without extra compensation, by our officers and employees, by mail, telephone, facsimile, electronic mail and other methods of communication. Why did my household only receive one set of proxy materials? To reduce the expenses of delivering duplicate proxy materials, we deliver one Notice of Internet Availability and, if applicable, annual report and proxy statement, to multiple shareholders sharing the same mailing address unless otherwise requested. We will promptly send a separate annual report and proxy statement to a shareholder at a shared address upon request at no cost. Shareholders with a shared address may also request that we send a single copy in the future if we are currently sending multiple copies to the same address. 2022 PROXY STATEMENT      77 Back to Contents Requests related to delivery of proxy 2020 PROXY STATEMENT          73 GENERAL VOTING AND MEETING INFORMATION  •Proxy Materials materials may be made by calling Investor Relations at (972)443-6500 or writing to our principal executive offices at Flowserve Corporation, Attention: Investor Relations, 5215 N. O’Connor Blvd., Suite 2300,700, Irving, Texas 75039. Shareholders who hold shares in “street name” (as described below) may contact their brokerage firm, bank, broker-dealer or similar organization to request information about this “householding” procedure. VotingVoting Who may vote? Shareholders of record at the close of business on March 27, 202016, 2022 (the “Record Date”) are entitled to vote at the Annual Meeting. As of the Record Date, 130,112,671130,640,880 shares of common stock were issued and outstanding (excluding treasury shares). Each shareholder is entitled to one vote for each share owned. What are the voting requirements and the Board’s recommendations on each proposal? The following table sets forth the voting standards for each proposal being voted on at the Annual Meeting and the Board’s recommendations. Proposal Board Recommendation Board recommendation Required Vote Required vote Effect of... Abstentions Broker non-votes Abstentions Broker Non-votes 1. Election of directors For each nominee Majority of the votes cast No effect No effect 2. 2. Advisory vote onto approve executive compensation For Majority of the votes cast No effect No effect 3. 3. Ratification of auditors For Majority of the votes cast No effect Not applicable 4. 4. Amendment to Certificate of IncorporationShareholder proposal For Majority of shares outstanding and entitled to vote Against Against 5. Shareholder proposal Against Majority of the votes cast No effect No effect Shares that are properly voted via the Internet or by telephone or for which proxy cards are properly executed and returned will be voted at the Annual Meeting in accordance with the directions given or, in the absence of directions, will be voted in accordance with the Board’s recommendations above. Although the Board expects that the nominees will be available to serve as directors, if any of them should be unable or for good cause unwilling to serve, the Board may decrease the size of the Board or may designate substitute nominees, and the proxies will be voted in favor of any such substitute nominees. The Company knows of no other matters to be submitted to the shareholders at the Annual Meeting. If any other matters properly come before the shareholders at the Annual Meeting, it is the intention of the persons named on the enclosed proxy card to vote the shares represented thereby on such matters in accordance with their best judgment. What is a brokernon-vote? If your shares are held through a broker, your vote instructs the broker how you want your shares to be voted. If you vote on each proposal, your shares will be voted in accordance with your instructions. Under the rules of the NYSE, brokers may vote shares they hold in “street name” on behalf of beneficial owners who have not voted with respect to certain discretionary matters. The proposal to ratify the appointment of PricewaterhouseCoopers LLP (Proposal Three) is considered a discretionary matter, so brokers may vote shares on this matter in their discretion if no voting instructions are received. However, the other proposals areNOT considered discretionary matters, so brokers have no discretion to vote shares for which no voting instructions are received, and no vote will be cast if you do not vote on those items (this is commonly referred to as a “brokernon-vote”).We therefore urge you to vote on ALL voting items. What constitutes a quorum? A quorum is necessary to conduct business at the Annual Meeting. The presence, in person or by proxy, of at least a majority of the total number of outstanding shares of common stock constitutes a quorum. Abstentions, withheld votes, and brokernon-votes are counted as present at the meeting for purposes of determining a quorum. 2022 PROXY STATEMENT      78 74          2020 PROXY STATEMENT Back to Contents GENERAL VOTING AND MEETING INFORMATION  •Voting How do I vote? If your shares are held by a broker, bank or other nominee (i.e., in “street name”), you will receive instructions from your nominee, which you must follow in order to have your shares voted. “Street name” shareholders who wish to vote online during the Annual Meeting and whose voting instruction form or Notice of Internet Availability indicates that they may vote those shares through www.proxyvote.com may attend and vote at the Annual Meeting will need to obtainat www.virtualshareholdermeeting.com/FLS2022 by entering the 16-digit control number indicated on that voting instruction form or Notice of Internet Availability and other information requested on the log-in page. “Street name” shareholders who did not receive a proxy from the16-digit control number should contact their bank, broker bank or other nominee that holds their shares to confirm their shareholder status for entry intoat least five days before the Annual Meeting.Meeting and obtain a “legal proxy” to be able to participate in or vote online at the meeting. If you hold your shares in your own name as a holder of record, you may vote your shares using one of the methods described below: • Vote by Internet in Advance of the Annual Meeting. You can vote via the Internet by going to www.proxyvote.com and following the on-screen instructions. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on May 11, 2022. Have your proxy card available when you access the Internet website. • Vote by Internet. You can vote via the Internet by going to www.proxyvote.com and following theon-screen instructions. Internet voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on May 21, 2020. Have your proxy card available when you access the Internet website. • Vote by Telephone in Advance of the Annual Meeting. If you received paper copies of the proxy materials, you can vote by telephone by calling toll-free to 1-800-690-6903 from the United States and Canada and following the voice instructions. Have your proxy card available when you place your telephone call. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on May 11, 2022. • Vote by Telephone. If you received paper copies of the proxy materials, you can vote by telephone by calling toll-free to1-800-690-6903 from the United States and Canada and following the voice instructions. Have your proxy card available when you place your telephone call. Telephone voting is available 24 hours a day, 7 days a week, until 11:59 p.m., Eastern Time, on May 21, 2020. • Vote by Mail in Advance of the Annual Meeting. If you received paper copies of the proxy materials, you may mark the enclosed proxy card, sign and date it and return it to Broadridge in the enclosed envelope as soon as possible before the Annual Meeting. Your signed proxy card must be received by Broadridge prior to May 12, 2022, the date of the Annual Meeting for your vote to be counted at the Annual Meeting. Please note that if you vote by Internet or telephone, you do not need to return a proxy card. • Vote by Mail. If you received paper copies of the proxy materials, you may mark the enclosed proxy card, sign and date it and return it to Broadridge in the enclosed envelope as soon as possible before the Annual Meeting. Your signed proxy card must be received by Broadridge prior to the date of the Annual Meeting for your vote to be counted at the Annual Meeting. Please note that if you vote by Internet or telephone, you do not need to return a proxy card. • Vote Online During the Annual Meeting. You may attend the Annual Meeting virtually and vote online at www.virtualshareholdermeeting.com/FLS2022 by entering the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability and other information requested on the log-in page. • Vote in Person. You may attend the Annual Meeting and vote in person by delivering a completed proxy card or vote by ballot. Please follow the attendance instructions on the inside back cover of this proxy statement. How do I vote if I participate in the Flowserve Corporation Retirement Savings Plan? If you are a participant in the Flowserve Corporation Retirement Savings Plan, your vote serves as a voting instruction to the trustee for this plan. • To be timely, your vote by telephone or Internet must be received by 11:59 p.m., Eastern Time, on May 21, 2020.9, 2022. If you do not vote by telephone or Internet, please return your proxy card as soon as possible. • If you vote in a timely manner, the trustee will vote the shares as you have directed. • If you do not vote in a timely manner, the trustee will vote your shares in the same proportion as the shares voted by participants who timely return their cards to the trustee. How can I change my vote? You may revoke your proxy at any time before it has been exercised at the Annual Meeting by: • timely mailing in a revised proxy dated later than the prior submitted proxy; • timely notifying the Corporate Secretary in writing that you are revoking your proxy; • timely casting a new vote by telephone or the Internet; or • appearing in personattending the Annual Meeting virtually and voting online (and by ballot atfollowing the Annual Meeting.instructions under “How do I vote?”, including by entering your 16-digit control number). Who will count the votes? Broadridge, our independent inspector of elections for the Annual Meeting, will tabulate voted proxies. 2022 PROXY STATEMENT      79 Back to Contents How can I attend the Annual Meeting online? Shareholders as of the record date will be able to participate in the Annual Meeting virtually. Shareholders attending the Annual Meeting will have the opportunity to cast their votes online during the meeting, by following the instructions provided under “How do I vote?” and ask questions of management and our directors during the question and answer portion of the Annual Meeting, as described under “May I ask questions prior to or stream it online? during the Annual Meeting?”. Online check-in will be available approximately 15 minutes before the meeting starts. We encourage you to vote your shares priorallow ample time for check-in procedures. A guest log-in option will be available in listen-only mode. Anyone wishing to the Annual Meeting. If you would likedo so may go towww.virtualshareholdermeeting.com/FLS2022 and enter as a guest. Shareholders who attend the Annual Meeting online as a guest will not be able to participate in, person, please refer towww.proxyvote.com for directions to the meeting. In order to gain entry to the meeting place and attendvote or ask questions during the Annual Meeting, you must be a Flowserve shareholder as of the record date. You must bring a valid, government-issued photo ID, such as a driver’s license or passport, with your full name to be checked against the shareholder register. If your shares are held in the name of a broker, you must also bring your proxy card from your broker. 2020 PROXY STATEMENT          75 GENERAL VOTING AND MEETING INFORMATION  •Voting We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving novel coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our investor relations website (ir.flowserve.com) as well as onwww.proxyvote.com, and we encourage you to check these websites prior to the meeting if you plan to attend.Meeting. We will also broadcast the Annual Meeting as a live audio webcast atwww.flowserve.com under the “Investors—Events & Presentations” section. May I ask questions prior to or during the Annual Meeting? Shareholders as of the record date that receive a 16-digit code on their proxy card, voting instruction form or Notice of Internet Availability (including “street name” shareholders who subsequently obtain a legal proxy and 16-digit control number) may submit questions in advance of the meeting, beginning on April 28, 2022, by following the instructions at www.proxyvote.com. Shareholders as of the record date who attend and participate in the virtual Annual Meeting at www.virtualshareholdermeeting.com/FLS2022 using their 16-digit control number (as described above) will have an opportunity to submit questions online during the meeting. Shareholders attending the meeting online who do not log-in to the virtual meeting portal with their 16-digit control number and other information requested on the log-in page may not ask questions or vote their shares during the meeting. Beginning on April 28, 2022, we will post meeting rules of conduct at www.proxyvote.com, which will set out the rules that will govern shareholders’ participation in the Annual Meeting. The rules of conduct will provide that each shareholder will be limited to a total of three questions of no more than one minute each in order to allow sufficient time to address as many relevant questions that are submitted as possible. We will answer questions relevant to meeting matters that comply with the meeting rules of conduct during the Annual Meeting, subject to time constraints. Questions related to personal matters, that are not pertinent to Annual Meeting matters, or that contain derogatory references to individuals, use offensive language, or are otherwise out of order or not suitable for the conduct of the Annual Meeting will not be addressed during the meeting. If we receive substantially similar questions, we will group such questions together and provide a single response to avoid repetition. If there are questions pertinent to Annual Meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to such questions at ir.flowserve.com following the meeting. What if I have technical difficulties or trouble accessing the virtual Annual Meeting website? If you encounter any technical difficulties with the virtual meeting website on the meeting day, please call the technical support number that will be posted on the virtual meeting log-in page. Technical support will be available starting at 11:00 a.m. central daylight time and until the meeting has finished. What if I was not able to attend the Annual Meeting? A replay of the meeting will be made available on our website at www.flowserve.com under the “Investors—Presentations” section after the meeting. Where can I find the voting results after the Annual Meeting? We intend to announce the preliminary voting results of the proposals at the Annual Meeting and to disclose final voting results in aForm 8-K to be filed with the SEC no later than four business days following the Annual Meeting (or, if final results are not available at the time, within four business days of the date on which final results become available). 2022 PROXY STATEMENT      80 Back to Contents How can I reach the Company to request materials or information referred to in these Questions and Answers? You may order a copy of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, free of charge, or request other information by mail addressed to: Flowserve Corporation 5215 N. O’Connor Blvd. Suite 700 Irving, Texas 75039 Attention: Investor Relations This information is also available free of charge on the SEC’s website, www.sec.gov, and our website, www.flowserve.com. Shareholder Proposals and Nominations Shareholder Proposals for Inclusion in the 20212023 Proxy Statement (Rule14a-8 Proposals) Pursuant to Rule14a-8 under the Securities Exchange Act of 1934 (the “Exchange Act”), certain shareholder proposals may be eligible for inclusion in our 20212022 proxy statement. These shareholder proposals must comply with the requirements of Rule14a-8, including a requirement that shareholder proposals be received no later than 6:00 p.m. CDT on December 10, 2020.1, 2022. All proposals should be addressed to the Corporate Secretary at the address below:below. We strongly encourage any shareholder interested in submitting a proposal to contact the Corporate Secretary in advance of this deadline to discuss the proposal. Submitting a shareholder proposal does not guarantee that we will include it in our proxy statement. The CG&N Committee reviews all shareholder proposals and makes recommendations to the Board for action on such proposals. Director Nominees for Inclusion in the 20212023 Proxy Statement (Proxy Access) In order for an eligible shareholder or group of shareholders to nominate a director nominee for election at our 2021 annual meeting2023 Annual Meeting of shareholders pursuant to the proxy access provision of ourBy-laws, By-Laws, the shareholder must submit notice of such nomination and other required information in writing between November 10, 20201, 2022 and December 10, 2020.1, 2022. If, however, the 2021 annual meeting2023 Annual Meeting is held more than 30 days before or more than 60 days after the anniversary of the 2020 annual meeting,2022 Annual Meeting, the shareholder must submit any such notice and other required information between (i) 150 calendar days prior to the 2021 annual meeting2023 Annual Meeting and (ii) the later of 120 calendar days prior to the 2021 annual meeting2023 Annual Meeting or 10 days following the date on which the date of the 2021 annual meeting2023 Annual Meeting is first publicly announced. The nomination and supporting materials must also comply with the requirements set forth in ourBy-laws By-Laws for inclusion of director nominees in the proxy statement. Other Shareholder Proposals/Nominees to be Presented at the 20212023 Annual Meeting Alternatively, under the Company’sBy-laws, By-Laws, if a shareholder does not want to submit a proposal for inclusion in our proxy statement but wants to introduce it at our 2020 annual meeting,2023 Annual Meeting, or intends to nominate a person for election to the Board directly (rather than by inclusion in our proxy statement or by recommending such person as a candidate to our CG&N Committee) the shareholder’s notice must be delivered to the Corporate Secretary at the address below no earlier than January 22, 202112, 2023 and no later than February 21, 2021.11, 2023. If, however, the 2021 annual meeting2023 Annual Meeting is held more than 30 days before or more than 60 days after the anniversary of the 20202022 Annual Meeting, the shareholder must submit any such notice between (i) 120 calendar days prior to the 2021 annual meeting2023 Annual Meeting and (ii) the later of 90 calendar days prior to the 2021 annual meeting2022 Annual Meeting or 10 days following the date on which the date of the 2021 annual meeting2023 Annual Meeting is publicly announced. The shareholder’s submission must be made by a registered shareholder on his or her behalf or on behalf of a beneficial owner of the shares and must include detailed information specified in ourBy-laws By-Laws concerning the proposal or nominee, as the case may be, and detailed information as to the shareholder’s interests in Company securities. In addition, the deadline for providing notice to the Company under Rule 14a-9, the SEC’s universal proxy rule, of a shareholder’s intent to solicit proxies in support of nominees submitted under the Company’s advance notice bylaws is March 13, 2023. At the 76          2020 PROXY STATEMENT GENERAL VOTING AND MEETING INFORMATION  •Shareholder Proposals and Nominations 2021 annual meeting, 2023 Annual Meeting, we will not entertain any proposals or nominations that do not meet these requirements other than shareholder nominations eligible to be included in our 20212023 proxy statement as described above. 2022 PROXY STATEMENT      81 Back to Contents If the shareholder does not comply with the requirements of Rule14a-4(c)(1) under the Exchange Act, we may exercise discretionary voting authority under proxies that we solicit to vote in accordance with our best judgment on any such shareholder proposal or nomination. The Company’sBy-laws By-Laws are posted on the investor relations portion of our website at www.flowserve.comir.flowserve.com under the “Investors—Corporate Governance”“Corporate Governance—Documents & Charters” caption. To make a submission or to request a copy of the Company’sBy-laws, By-Laws, shareholders should contact our Corporate Secretary at our principal executive offices at the following address: Flowserve Corporation 5215 N. O’Connor Blvd., Suite 2300 700 Irving, Texas 75039 Attention: Corporate Secretary We strongly encourage shareholders to seek advice from knowledgeable legal counsel and contact the Corporate Secretary before submitting a proposal or a nomination. 2020 PROXY STATEMENT          77 APPENDIX A RESTATED CERTIFICATE OF INCORPORATION OF FLOWSERVE CORPORATION Under Section 807This Proxy Statement contains forward-looking statements about future events and circumstances. Generally speaking, any statement not based upon historical fact is a forward-looking statement. Forward-looking statements can also be identified by the use of forward-looking or conditional words such as “could,” “should,” “can,” “continue,” “estimate,” “intent,” “forecast,” “intend,” “look,” “may,” “will,” “expect,” “believe,” “anticipate,” “plan,” “remain,” “project,” “predict,” “seek,” “confident” and “commit” or similar expressions. In particular, statements regarding our financial position, plans, strategies, objectives, prospects and expectations regarding our business, future operations, industry and market conditions are forward-looking statements. They reflect our current expectations, are subject to materials risks, uncertainties and other factors, many of which are outside of our control, and are not guarantees of performance and speak only as of the Business Corporation Law Pursuantdate of this Proxy Statement. You should not rely unduly on forward-looking statements. Our business results are subject to a variety of risks and uncertainties, including those that are described in our 2021 Annual Report on Form 10-K and elsewhere in our filings with the provisionsSecurities and Exchange Commission, any of Section 807which could cause actual plans or results to differ materially from those included in any forward-looking statements. If any of these considerations or risks materialize or intensify, our expectations (or underlying assumptions) may change and our performance may be adversely affected. Except as required by law, we undertake no obligation, and disclaim any duty, to publicly update or revise any forward-looking statement or disclose any facts, events or circumstances that O&C Committeeur after the Business Corporation Law, I,date hereof that may affect the undersigned officeraccuracy of FLOWSERVE CORPORATION, a New York corporation (the “Corporation”), do hereby certify: 1. The name of the Corporation is Flowserve Corporation. The name under which the Corporation was formed is Duriron Castings Company. 2. The Certificate of Incorporation of the Corporation was filed by the Department of State on May 1, 1912. 3. The amendments to the Certificate of Incorporation effected by this Certificate are as follows: A new Article TWELFTH is hereby added to the Certificate of Incorporation, which establishes the manner and circumstances under which shareholders of the Corporation may act by written consent. Prior Articles TWELFTH and THIRTEENTH of the Certificate of Incorporation are hereby renumbered as THIRTEENTH and FOURTEENTH, respectively,any forward-looking statement, whether as a result of the amendments noted above and corresponding renumbering and clarifyingnew information, future events, changes in the Certificateour expectations or otherwise. Additionally, website links included in this Proxy Statement are for convenience only. Information contained on or accessible through such website links is not incorporated herein and does not constitute a part of Incorporation are also hereby made.this Proxy Statement. 2022 PROXY STATEMENT      82 Back to Contents ANNEX I: RECONCILIATION OF REPORTED RESULTS TO NON-GAAP FINANCIAL MEASURES RECONCILIATION OF NON-GAAP MEASURES (Unaudited) (Amounts in thousands, except per share data) Year Ended December 31, 2021 As Reported Realignment(1) Other Items As Adjusted   Sales $ 3,541,060 $  —   $  —   $ 3,541,060   Gross profit   1,049,725   (16,844)      —     1,066,568   Gross margin   29.6%    —      —     30.1%   Selling, general and administrative expense   (797,076)   (5,646)      —     (791,431)   Gain on sale of business   1,806    —     1,806 (3)     —   Net earnings from affiliates   16,304    —      —     16,304   Operating income   270,759   (22,490)     1,806     291,441   Operating income as a percentage of sales   7.6%    —      —     8.2%   Interest and other expense, net   (137,171)    —     (75,188) (4)    (61,982)   Earnings before income taxes   133,588   (22,490)     (73,382)     229,459   (Provision for) benefit from income taxes   2,594   7,070 (2)    33,522 (5)    (37,997)   Tax Rate   -1.9%   31.4%     45.7%     16.6%   Net earnings attributable to Flowserve Corporation $ 125,949 $ (15,420)   $ (39,860)   $ 181,229 (a)  Operating cash flow                 $ 250,119   Less: Capital expenditures                   (54,936)   Free cash flow                 $ 195,183 (b)  As adjusted free cash flow conversion rate (b)/(a)                   108%   Notes: (1) Represents realignment expense incurred as a result of realignment programs. (2) Includes tax impact of items above and realignment related tax release. (3) Represents final settlement gain on sale of business in 2018. (4) Represents below-the-line foreign exchange impacts and $47.7 million of expense as a result of early extinguishment of debt and duplicate interest expense. (5) Includes tax impact of items above and $17.9 million benefit related to legal entity restructuring of foreign holding companies. 2022 PROXY STATEMENT      83 Back to Contents RECONCILIATION OF NON-GAAP MEASURES (Unaudited) (Amounts in thousands, except per share data) Year Ended December 31, 2020 As Reported Realignment(1)  Other Items As Adjusted Sales $ 3,728,134 $  —   $  —   $ 3,728,134   Gross profit   1,116,769   (47,297)      —     1,164,066   Gross margin   30.0%    —      —     31.2%   Selling, general and administrative expense   (878,245)   (34,773)     (34,269) (3)    (809,203)   Operating income   250,277   (82,070)     (34,269)     366,616   Operating income as a percentage of sales   6.7%    —      —     9.8%   Interest and other expense, net   (47,985)    —     9,626 (4)    (57,611)   Earnings before income taxes   202,292   (82,070)     (24,643)     309,005   Provision for income taxes   (61,417)   12,560 (2)    (2,814) (5)    (71,163)   Tax Rate   30.4%   15.3%     -11.4%     23.0%   Net earnings attributable to Flowserve Corporation $ 130,420 $ (69,510)   $ (27,457)   $ 227,387 (a)  Operating cash flow                 $ 310,537   Less: Capital expenditures                   (57,405)   Free cash flow                 $ 253,132 (b)  As adjusted free cash flow conversion rate (b)/(a)                   111%   Notes: (1) Represents realignment expense incurred as a result of realignment programs. (2) Includes tax impact of items above. (3) Includes $22.7 million related to Flowserve 2.0 transformation efforts and $11.5 million related to discrete asset write-downs. (4) Represents below-the-line foreign exchange impacts. (5) Includes tax impact of items above, $25.4 million related to Italian tax valuation allowance and $15.6 million benefit related to legal entity simplification and restructuring. 2022 PROXY STATEMENT      84 Back to Contents   4. To accomplish the foregoing amendments, the text of the Certificate of Incorporation is hereby restated as amended in its entirety to read as set forth in the Certificate of Incorporation of the Corporation as hereinafter restated. 5. In accordance with Section 803(a) of the Business Corporation Law, this amendment to the Certificate of Incorporation was duly authorized by the board of directors and by a vote of a majority of all outstanding shares entitled to vote thereon at a meeting of shareholders held on May 22, 2020. 6. The restatement of the Certificate of Incorporation herein provided for was authorized by the vote of holders of outstanding shares of the Corporation entitled to vote on the said restatement of the Certificate of Incorporation, having not less than the minimum requisite proportion of votes. The text of the Certificate of Incorporation is hereby restated in its entiretyBack to read as follows:Contents RESTATED CERTIFICATE OF INCORPORATION OF FLOWSERVE CORPORATION Back to Contents FIRST: The name of the corporation is Flowserve Corporation. SECOND: The purposes for which the corporation is formed are as follows: To manufacture, fabricate, cast, machine, mold, develop, process, assemble, purchase or otherwise acquire, sell, lease or otherwise dispose of, and in all ways handle and deal in any or all of the following, and to carry on any trade or business incident thereto, connected therewith or in furtherance thereof: (a) Pumps, valves, pipe and fittings, filters, anodes, fans, heat exchangers, castings, motors and chemical and other process equipment of all kinds; (b) All kinds of equipment, castings, molded products, articles and supplies used or useful in the manufacturing, transferring, handling or disposal of corrosive or erosive compounds, liquids, or gases or in controlling corrosive or erosive environments of any kind; (c) All kinds of equipment, components, parts, articles and supplies used or useful in controlling friction or any other mechanical property, function, action or performance or to seal, lubricate or otherwise control or promote movement or flow of solids, liquids and gases of every kind or nature; (d) Metals, metallurgical alloys and any article in the manufacture or composition of which any alloy or metallurgical compound is a factor; (e) Non-metallic molded and machined products of all compositions and types and chemicals, chemical compounds and related products of all kinds, including any article in the manufacture or composition of which chemicals, chemical compounds or related products are a factor. 2020 PROXY STATEMENT          A-1 ANNEX A To purchase or otherwise acquire, hold, own, sell or otherwise dispose of real property, improved or unimproved, and personal property, tangible or intangible, including, without limitation, goods, wares and merchandise of every description and the securities and obligations of any issuer. In addition to the foregoing, the purpose for which the corporation is formed is to engage in any lawful act or activity; provided, however, the corporation is not formed to engage in any act or activity requiring the consent or approval of any state official, department, board, agency or other body without such consent or approval first being obtained. THIRD: The aggregate number of shares which the corporation shall have authority to issue is 306,000,000 of which 1,000,000 shares, of the par value of $1.00 each, shall be Preferred Stock and 305,000,000 shares, of the par value of $1.25 each, shall be Common Stock. The Preferred Stock may be issued from time to time in one or more series with such distinctive designations as shall distinguish the shares thereof from the shares of all other series and (i) may have such number of shares to constitute each series, which number may be from time to time increased or decreased, but not below the number of shares thereof then outstanding; (ii) may have such voting powers, full or limited, or may be without voting powers; (iii) may be subject to redemption at such time or times and at such prices and on such terms; (iv) may have the benefit of a sinking fund to be applied to the purchase or redemption of such shares, in such amount and applied in such manner; (v) may be entitled to receive dividends (which may be cumulative or noncumulative) at such rate or rates, on such conditions, and at such times, and payable in preference to, or in such relation to, the dividends on any other class or classes or series of stock of the corporation; (vi) may have such rights upon the dissolution of, or upon any distribution of assets of, the corporation; (vii) may be made convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same or any other class or classes of stock of the corporation at such price or prices or at such rates of exchange, and with such adjustments; and (viii) shall have such other relative rights, preferences and limitations, all as shall hereafter be fixed by the resolution or resolutions providing for the issue of such shares of Preferred Stock from time to time adopted by the Board of Directors of the corporation pursuant to authority so to do which is hereby expressly vested in said Board of Directors. FOURTH: No holder of shares of any class of the corporation shall have any preemptive rights with respect to, or any preemptive rights to purchase or subscribe for, any shares of any class or other securities of any kind of the corporation. FIFTH: The office of the corporation is to be located in New York County, State of New York. SIXTH: The corporation hereby designates the Secretary of State of New York as its agent upon whom process in any action or proceeding against it may be served within the State of New York and the address to which the Secretary of State shall mail a copy of any process against the corporation which may be served upon him pursuant to law is: Flowserve Corporation c/o CT Corporation System 111 Eighth Avenue New York, New York 10011 SEVENTH: Its duration is to be perpetual. EIGHTH: The number of Directors of the corporation shall be such as from time to time shall be fixed by theBy-Laws of the corporation, but shall not be less than three. Any of the following actions may be taken by the shareholders of the corporation only by vote of the holders of a majority of all outstanding shares entitled to vote thereon: (a) adoption, amendment or repeal of anyby-law, or any provision of this Certificate of Incorporation, relating to (i) the number, classification and terms of office of Directors, (ii) the filling of newly created directorships and vacancies occurring in the Board of Directors, (iii) the removal of Directors, (iv) the power of the Board of Directors to adopt amend or repealby-laws of the corporation or the vote of the Board of Directors required for any such adoption, amendment or repeal; or (b) any amendment or repeal of this Article EIGHTH. Nothing contained in this Article EIGHTH shall in any way limit the power of the Board of Directors to adopt, amend or repealby-laws of the corporation. NINTH: Beginning at the 2013 annual meeting of shareholders, the directors elected to succeed those directors whose terms expire at that meeting shall be elected to a term of office to expire at the 2014 annual meeting of shareholders. At the 2014 annual meeting of shareholders, the directors elected to succeed those directors whose terms expire at that A-2          2020 PROXY STATEMENT ANNEX A meeting shall be elected to a term of office to expire at the 2015 annual meeting of shareholders. At the 2015 annual meeting of shareholders, and at each annual meeting of shareholders thereafter, each director shall be elected for a term expiring at the next annual meeting of shareholders and until such director’s successor shall have been elected and qualified, except in the case of the director’s prior death, resignation, retirement, disqualification or removal from office. TENTH: (a) The affirmative vote of the holders of at least two thirds of all outstanding shares of capital stock entitled to vote thereon shall be required to authorize, adopt or approve any of the following: (i) Any plan of merger or consolidation of the corporation with or into any Related Corporation or any affiliate of a Related Corporation; (ii) Any sale, lease, exchange or other disposition of all or substantially all the assets of the corporation to or with any Related Corporation or any affiliate of a Related Corporation; (iii) Any issuance or delivery of capital stock or other securities of the corporation in exchange or payment for all or substantially all the assets of any Related Corporation or any affiliate of a Related Corporation; and (iv) Any amendment or deletion of this Article TENTH. (b) As used in this Article TENTH, the following terms shall have the following meanings: (i) “Related Corporation” shall mean any corporation which, together with its affiliates and associated persons owns, as of the record date for the determination of stockholders entitled to vote on the transaction in question, of record or beneficially, directly or indirectly, 10% or more of the shares of capital stock of the corporation entitled to vote on such transaction; (ii) An “affiliate” of a Related Corporation shall mean any individual, partnership, joint venture, trust, corporation or other entity which, directly or indirectly through one or more intermediaries, controls, is controlled by, or is under common control with, such Related Corporation; and (iii) An “associated person” of a Related Corporation shall mean any officer or director of, or any beneficial owner, directly or indirectly, of 10% or more of any class of equity security of, such Related Corporation or any of its affiliates. (c) Any determination made in good faith by the Board of Directors, on the basis of information at the time available to it, as to whether any corporation is a Related Corporation or whether any person is an affiliate or an associated person of a Related Corporation, shall be conclusive and binding for all purposes of this Article TENTH. ELEVENTH: Subject to the rights of the holders of any series of preferred stock, special meetings of the shareholders of the corporation, for any purpose or purposes, unless otherwise prescribed by statute, may be called only by (i) the Board of Directors, (ii) the Corporate Governance & Nominating Committee of the Board of Directors, (iii) the Chairman of the Board of Directors, the President or the Chief Executive Officer, or (iv) the Secretary at the written request in proper form of one or more record holders having an aggregate “net long position” (defined below for purposes of this Article ELEVENTH) of at least twenty-five percent (25%) of the outstanding Common Stock of the corporation, and having held such net long position continuously for at least one year prior to the date such request is delivered to the corporation (the “Requisite Special Meeting Percent”). For purposes of this Article ELEVENTH and determining the Requisite Special Meeting Percent, “net long position” shall be determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule14e-4 under the Securities Exchange Act of 1934 (the “Exchange Act”) as in effect on June 4, 2012, provided that: (i) for purposes of such definition, in determining such holder’s “short position,” the reference in such Rule to (A) “the date that a tender offer is first publicly announced or otherwise made known by the bidder to the holders of the security to be acquired” shall be the date of the relevant special meeting request and all dates in the one year period prior thereto, and (B) the “highest tender offer price or stated amount of the consideration offered for the subject security” shall refer to the closing sales price of the Common Stock of the corporation on the New York Stock Exchange on such corresponding date (or, if such date is not a trading day, the next succeeding trading day), (C) the “person whose securities are the subject of the offer” shall refer to the corporation, and (D) a “subject security” shall refer to the issued and outstanding Common Stock of the corporation; and 2020 PROXY STATEMENT          A-3 ANNEX A (ii) the net long position of such holder shall be reduced by the number of shares as to which such holder does not, or will not, have the right to vote or direct the vote at such special meeting or as to which such holder has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. Whether the requesting holders have complied with the requirements of this Article ELEVENTH shall be determined in good faith by the Board of Directors, which determination shall be conclusive and binding on the corporation and the shareholders. The procedures for calling a special meeting of the shareholders of the corporation shall be established by the Board of Directors in theBy-Laws of the corporation. TWELFTH: Subject to the rights of the holders of any series of preferred stock, all actions required or permitted to be taken by the shareholders of the corporation at an annual or special meeting of the shareholders may be effected without a meeting by the written consent of the holders of Common Stock of the corporation entitled to vote thereon pursuant to Section 615 of the New York Business Corporation Law (a “Consent”); provided that no such action may be taken except in accordance with the provisions of this Article TWELFTH, theBy-Laws of the corporation and applicable law. (a) Record Date. The record date for determining such shareholders entitled to consent to corporate action in writing without a meeting shall be as fixed by the Board of Directors or as otherwise established under this Article TWELFTH. Any holder of Common Stock of the corporation seeking to have the shareholders authorize or take corporate action by Consent shall, by written request addressed to the Secretary and delivered to the corporation’s principal executive offices and signed by holders of record at the time such request is delivered representing an aggregate “net long position” (defined below for purposes of this Article TWELFTH) of at least twenty-five percent (25%) of the outstanding Common Stock of the corporation, provided that such “net long position” has been held continuously for at least one year prior to the date such request is delivered to the corporation (the “Requisite Consent Percent”), request that a record date be fixed for such purpose. The written request must contain the information set forth in paragraph (b) of this Article TWELFTH. Following delivery of the request, the Board of Directors shall, by the later of (i) 20 days after delivery of a valid request to set a record date and (ii) 5 days after delivery of all information required by the corporation to determine the validity of the request for a record date or to determine whether the action to which the request relates may be taken by Consent under paragraph (c) of this Article TWELFTH, determine the validity of the request and whether the request relates to an action that may be taken by Consent and, if appropriate, adopt a resolution fixing the record date for such purpose. The record date for such purpose shall be no more than 10 days after the date upon which the resolution fixing the record date is adopted by the Board of Directors and shall not precede the date such resolution is adopted. If a request complying with the second and third sentences of this paragraph (a) has been delivered to the Secretary but no record date has been fixed by the Board of Directors by the date required by the preceding sentence, the record date shall be the first date on which a signed Consent relating to the action taken or proposed to be taken by Consent is delivered to the corporation in the manner described in paragraph (f) of this Article TWELFTH; provided that, if prior action by the Board of Directors is required under the provisions of New York law, the record date shall be at the close of business on the day on which the Board of Directors adopts the resolution taking such prior action. For purposes of this Article TWELFTH and determining the Requisite Consent Percent, “net long position” shall be determined with respect to each requesting holder in accordance with the definition thereof set forth in Rule14e-4 under the Exchange Act as in effect on June 4, 2012, provided that: (i) for purposes of such definition, in determining such holder’s “short position,” the reference in such Rule to (A) “the date that a tender offer is first publicly announced or otherwise made known by the bidder to the holders of the security to be acquired” shall be the date of the written request for a record date described in this paragraph (a) of Article TWELFTH and all dates in the one year period prior thereto, and (B) the “highest tender offer price or stated amount of the consideration offered for the subject security” shall refer to the closing sales price of the Common Stock of the corporation on the New York Stock Exchange on such corresponding date (or, if such date is not a trading day, the next succeeding trading day), (C) the “person whose securities are the subject of the offer” shall refer to the corporation, and (D) a “subject security” shall refer to the issued and outstanding Common Stock of the corporation; and A-4          2020 PROXY STATEMENT ANNEX A (ii) the net long position of such holder shall be reduced by the number of shares as to which such holder does not, or will not, have the right to consent or direct the granting of a Consent on the effective date, if any, of the relevant Consent as determined in accordance with this Article TWELFTH or as to which such holder has entered into any derivative or other agreement, arrangement or understanding that hedges or transfers, in whole or in part, directly or indirectly, any of the economic consequences of ownership of such shares. (b) Request Requirements. Any request required by paragraph (a) of this Article TWELFTH (i) must be delivered by the holders of record of at least the Requisite Consent Percent, who shall not revoke such request and who shall continue to own not less than the Requisite Consent Percent through the date of delivery of Consents signed by a sufficient number of shareholders to authorize or take such action; (ii) must contain an agreement to solicit Consents in accordance with paragraph (d) of this Article TWELFTH; (iii) must describe the action proposed to be taken by Consent of shareholders; and (iv) must contain (1) such information and representations, to the extent applicable, then required by theBy-Laws of the corporation as though each such shareholder was intending to make a nomination of persons for election to the Board of Directors or to bring any other matter before a meeting of shareholders and (2) the text of the proposed action to be taken (including the text of any resolutions to be adopted by Consent); and (v) must include documentary evidence that the requesting shareholders own in the aggregate not less than the Requisite Consent Percent as of the date of such written request to the Secretary, and have held the Requisite Consent Percent continuously for one year prior to the date of such request; provided, however, that if the shareholder(s) making the request are not the beneficial owners of the shares representing at least the Requisite Consent Percent, then to be valid, the request must also include documentary evidence (or, if not simultaneously provided with the request, such documentary evidence must be delivered to the Secretary within 10 business days after the date on which the request is delivered to the Secretary) that the beneficial owners on whose behalf the request is made beneficially own at least the Requisite Consent Percent as of the date on which such request is delivered to the Secretary and have held the Requisite Consent Percent continuously for one year prior to the date of such request. The corporation may require the shareholder(s) submitting such request to furnish such other information as may be reasonably requested by the corporation. Any requesting shareholder may revoke its request at any time by written revocation delivered to the Secretary at the principal executive offices of the corporation. Any disposition by a requesting shareholder of any shares of Common Stock of the corporation (or of beneficial ownership of such shares by the beneficial owner on whose behalf the request was made) after the date of the request, shall be deemed a revocation of the request with respect to such shares, and each requesting shareholder and the applicable beneficial owner shall certify to the Secretary on the day prior to the record date set for the action by written consent as to whether any such disposition has occurred. If the unrevoked requests represent in the aggregate less than the Requisite Consent Percent, the Board of Directors, in its discretion, may cancel the action by written consent. (c) Actions Which May Not Be Taken by Written Consent. Shareholders are not entitled to act by Consent if (i) the record date request does not comply with this Article TWELFTH and theBy-Laws of the corporation; (ii) the action relates to an item of business that is not a proper subject for shareholder action under applicable law; (iii) the request for a record date for such action is received by the Secretary during the period commencing 90 days prior to the first anniversary of the date of the immediately preceding annual meeting and ending on the date of the next annual meeting; (iv) an identical or substantially similar item (a “Similar Item”), other than the election or removal of directors, was presented at a meeting of shareholders held not more than 12 months before the request for a record date is received by the Secretary; (v) a Similar Item consisting of the election or removal of directors was presented at a meeting of shareholders held not more than 90 days before the request is received by the Secretary (and, for purposes of this clause, the election or removal of directors shall be deemed a “Similar Item” with respect to all items of business involving the election or removal of directors); (vi) a Similar Item is included in the corporation’s notice of meeting as an item of business to be brought before an annual or special shareholders meeting that has been called but not yet held or that is called to be held within 60 days after the request is received by the Secretary; or (vii) such record date request was made in a manner that involved a violation of Regulation 14A under the Exchange Act or other applicable law. (d) Manner of Consent Solicitation. Holders of Common Stock of the corporation may take action by written consent only if Consents are solicited from all holders of Common Stock of the corporation entitled to vote on the matter and in accordance with applicable law. (e) Date of Consent. Every Consent purporting to take or authorize the taking of corporate action must bear the date of signature of each shareholder who manually signs the Consent, and no Consent shall be effective to take the 2020 PROXY STATEMENT          A-5 ANNEX A corporate action referred to therein unless, within 60 days of the earliest dated Consent delivered in the manner required by paragraph (f) of this Article TWELFTH and not later than 120 days after the record date for determining the shareholders entitled to consent to such action, Consents signed by a sufficient number of shareholders to take such action are so delivered to the Secretary. (f) Delivery of Consent. No Consents may be dated or delivered to the corporation or its registered office in the State of New York until 60 days after the delivery of a valid request to set a record date. Consents must be delivered to the corporation by delivery to its registered office in the State of New York or its principal place of business. Delivery must be made by hand or by certified or registered mail, return receipt requested. The Secretary shall provide for the safe-keeping of such Consents and any related revocations and shall promptly designate one or more persons, who shall not be members of the Board of Directors, to serve as inspector(s) (“Inspector(s)”) with respect to such Consents. The Inspector(s) shall promptly conduct a ministerial review of the sufficiency of all Consents and any related revocations and of the validity of the action to be taken by written consent as the Secretary deems necessary or appropriate, including, without limitation, whether the shareholders of a number of shares having the requisite voting power to authorize or take the action specified in Consents have given consent. If after such investigation the Inspector(s) shall determine that the action purported to have been taken is duly authorized by the Consents, that fact shall be certified on the records of the corporation kept for the purpose of recording the proceedings of meetings of shareholders and the Consents shall be filed in such records. In conducting the investigation required by this paragraph (f), the Inspector(s) may, at the expense of the corporation, retain special legal counsel and any other necessary or appropriate professional advisors as such person or persons may deem necessary or appropriate and, to the fullest extent permitted by law, shall be fully protected in relying in good faith upon the opinion of such counsel or advisors. (g) Effectiveness of Consent. Notwithstanding anything in this Certificate of Incorporation to the contrary, no action may be taken by Consent except in accordance with this Article TWELFTH. If the Board of Directors shall determine that any request to fix a record date was not properly made in accordance with, or relates to an action that may not be effected by Consent pursuant to, this Article TWELFTH, or the shareholder or shareholders seeking to take such action do not otherwise comply with this Article TWELFTH, then the Board of Directors shall not be required to fix a record date and any such purported action by Consent shall be null and void to the fullest extent permitted by applicable law. No Consent shall be effective until such date as the Inspector(s) certify to the corporation that the Consents delivered to the corporation in accordance with paragraph (f) of this Article TWELFTH, represent at least the minimum number of votes that would be necessary to take the corporate action at a meeting at which all shares entitled to vote thereon were present and voted, in accordance with New York law and this Certificate of Incorporation. (h) Challenge to Validity of Consent. Nothing contained in this Article TWELFTH shall in any way be construed to suggest or imply that the Board of Directors of the corporation or any shareholder shall not be entitled to contest the validity of any Consent or related revocations, whether before or after such certification by the Inspector(s), as the case may be, or to prosecute or defend any litigation with respect thereto. (i) Board-Solicited Shareholder Action by Written Consent. Notwithstanding anything to the contrary set forth above, (i) none of the foregoing provisions of this Article TWELFTH shall apply to any solicitation of shareholder action by written consent by or at the direction of the Board of Directors and (ii) the Board of Directors shall be entitled to solicit shareholder action by written consent in accordance with applicable law. THIRTEENTH: The corporation hereby designates CT Corporation System, having an office at 111 Eighth Avenue, New York, New York 10011, as its registered agent upon whom process against it may be served. FOURTEENTH: No director of this corporation shall be personally liable to this corporation or its shareholders for damages for any breach of duty as a director; provided, however, that, to the extent required by applicable law, the foregoing clause shall not apply to any liability of a director if a judgment or other final adjudication adverse to him establishes (i) that his acts or omissions were in bad faith or involved intentional misconduct or a knowing violation of law, (ii) that he personally gained in fact a financial profit or other advantage to which he was not legally entitled, or (iii) that his acts violated Section 719 of the New York Business Corporation Law. Any repeal or modification of this Article FOURTEENTH shall not adversely affect any right or protection of a director of the corporation existing hereunder with respect to any act or omission occurring prior to or at the time of such repeal or modification. A-6          2020 PROXY STATEMENT ANNEX A IN WITNESS WHEREOF, I hereunto sign my name and affirm that the statements made herein are true under penalties of perjury, this [•] day of [•], 2020. Name: Lanesha T. Minnix Title: Senior Vice President, Chief Legal Officer and Corporate Secretary 2020 PROXY STATEMENT          A-7 ANNEX A RESTATED CERTIFICATE OF INCORPORATION OF FLOWSERVE CORPORATION Under Section 807 of the Business Corporation Law Filed by: [Name] [Title] 5215 N. O’Connor Blvd., Ste. 2300 Irving, Texas 75039 A-8          2020 PROXY STATEMENT Instructions to Attend Annual Meeting In order to gain entry to the meeting place and attend the Annual Meeting, you must be a Flowserve shareholder as of the record date. You must bring a valid, government-issued photo ID, such as a driver’s license or passport, with your full name to be checked against the shareholder register. If your shares are held in the name of a broker, you must also bring your proxy card from your broker. We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving novel coronavirus (COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees (beyond those described above) or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our investor relations website(ir.flowserve.com) as well as onwww.proxyvote.com, and we encourage you to check these websites prior to the meeting if you plan to attend. Map and Driving Directions to The Flowserve Corporation Global Technology and Training Center Instructions from Dallas/Fort Worth International Airport (DFW): Take the north exit from the airport to John Carpenter Freeway (Highway 114) heading east Exit Esters Boulevard and turn left onto Esters Boulevard The Flowserve Corporation Global Technology and Training Center is on the northeast corner of Esters Boulevard and West Royal Lane Instructions from Downtown Dallas: Take Interstate Highway 35E heading north Take the left fork onto Highway 183 toward IRVING (Highway 114)/DFW AIRPORT Take the right fork onto John W. Carpenter Freeway (Highway 114) toward GRAPEVINE/DFW AIRPORT NORTH ENTRY and continue west in one of the outside lanes until you reach the Esters Boulevard exit Exit Esters Boulevard and turn right onto Esters Boulevard The Flowserve Corporation Global Technology and Training Center is on the northeast corner of Esters Boulevard and West Royal Lane VOTE BY INTERNET—www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time on May 21, 2020. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS If you would like to reduce the costs incurred by Flowserve Corporation in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in future years. VOTE BYPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time on May 21, 2020. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. FLOWSERVE CORPORATION 5215 N. O‘CONNOR BLVD SUITE 2300 IRVING, TX 75039 D11509-P35286 FLOWSERVE CORPORATION The Board of Directors recommends a vote “FOR” each Director Nominee in Proposal 1, and “FOR” Management Proposals 2, 3 and 4. 1. Election of Directors For Against Abstain Nominees: ! ! ! 1a. R. Scott Rowe For Against Abstain ! ! ! ! ! ! 2. Advisory vote to approve named executive officer compensation. 1b. Sujeet Chand ! ! ! ! ! ! 3. Ratification of the appointment of PricewaterhouseCoopers LLP to serve as the Company’s independent auditor for 2020. 1c. Ruby R. Chandy ! ! ! 1d. Gayla J. Delly 4. Amendments to the Company’s Certificate of Incorporation to allow shareholder action by less than unanimous written consent. ! ! ! ! ! ! 1e. Roger L. Fix ! ! ! 1f. John R. Friedery Against For Abstain The Board of Directors recommends a vote “AGAINST” Proposal 5. ! ! ! ! ! ! 1g. John L. Garrison 5. A shareholder proposal on advisory vote for amendments to organizational documents. ! ! ! 1h. Michael C. McMurray NOTE: The shares represented by this proxy, when properly executed, will be voted in the manner directed herein by the undersigned shareholder(s). If no direction is made, this proxy will be voted “FOR” items 1, 2, 3, and 4, and “AGAINST” item 5. If any other matters properly come before the meeting, the persons named in this proxy will vote in their discretion. ! ! ! 1i. David E. Roberts Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, trustee or guardian, please add your title as such. When signing as joint tenants, all parties in the joint tenancy must sign. If a signer is a corporation, please sign in full corporate name by duly authorized officer. YOUR VOTE IS IMPORTANT Regardless of whether you plan to attend the 2020 Annual Meeting of Shareholders, you can be sure these shares are represented at the meeting by voting online or over the telephone, or by promptly returning the proxy in the enclosed envelope. Proxy card must be signed and dated on the reverse side. IMPORTANT INFORMATION REGARDING MEETING ATTENDANCE AND LOCATION We intend to hold the Annual Meeting in person. However, we are sensitive to the public health and travel concerns our shareholders may have and recommendations that public health officials may issue in light of the evolving novel coronavirus(COVID-19) situation. As a result, we may impose additional procedures or limitations on meeting attendees or may decide to hold the meeting in a different location or solely by means of remote communication (i.e., a virtual-only meeting). We plan to announce any such updates on our investor relations website (ir.flowserve.com) as well as on www.proxyvote.com, and we encourage you to check these websites prior to the meeting if you plan to attend. Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting:The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D11510-P35286 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS 2020 ANNUAL MEETING OF SHAREHOLDERS MAY 22, 2020 The undersigned shareholder(s) hereby acknowledge(s) receipt of the Notice of 2020 Annual Meeting of Shareholders dated April 9, 2020and the accompanying Flowserve Corporation Proxy Statement, and hereby appoint(s) R. Scott Rowe and Roger L. Fix, and each of them, with full power to act without the other, as proxies with full power of substitution, to represent and to vote, as designated on the reverse side of this ballot, all of the shares of Common Stock of Flowserve Corporation that the shareholder(s) is/are entitled to vote at the 2020 Annual Meeting of Shareholders of Flowserve Corporation to be held at 2:00 p.m. CDT on Friday, May 22, 2020, at the Flowserve Corporation Global Technology and Training Center, 4343 West Royal Lane, Irving, Texas 75063, and any adjournment or postponement thereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED BY THE UNDERSIGNED SHAREHOLDER(S). IF NO SUCH DIRECTIONS ARE GIVEN, THIS PROXY WILL BE VOTED BY THE PROXIES FOR THE ELECTION OF ALL NOMINEES FOR ELECTION TO THE BOARD OF DIRECTORS, FOR PROPOSALS 2, 3, AND 4, AGAINST PROPOSAL 5 AND IN THEIR DISCRETION FOR SUCH OTHER MATTERS THAT MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENT OR POSTPONEMENT THEREOF. PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY CARD PROMPTLY USING THE ENCLOSED REPLY ENVELOPE CONTINUED AND TO BE SIGNED ON REVERSE SIDE