UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 3, 2019
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
| | | | |
New York | | 1-13179 | | 31-0267900 |
(State or Other Jurisdiction of Incorporation) | | (Commission File Number) | | (IRS Employer Identification No.) |
| | | | |
5215 N. O’Connor Blvd., Suite 2300, Irving, Texas | | 75039 |
(Address of Principal Executive Offices) | | (Zip Code) |
(972) 443-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Securities registered pursuant to Section 12(b) of the Act:
| | | | |
Title of each class | | Trading Symbol(s) | | Name of each exchange on which registered |
Common Stock, $1.25 Par Value | | FLS | | New York Stock Exchange |
1.25% Senior Notes due 2022 | | FLS22A | | New York Stock Exchange |
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2). Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Explanatory Note
On December 3, 2019, Flowserve Corporation, a New York corporation (the “Company”), filed with the Securities and Exchange Commission a Current Report on Form 8-K (the “Original 8-K”) announcing the appointment of John E. (Jay) Roueche, III, the Company’s Vice President, Treasurer and Investor Relations, as interim Chief Financial Officer. This Amendment No. 1 to the Original 8-K is being filed solely to report certain compensation arrangements related to Mr. Roueche’s service as interim Chief Financial Officer.
| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On February 20, 2020, the Company’s Board of Directors (the “Board”) approved the following additional compensation awards to John E. (Jay) Roueche, III in recognition of his contributions to the Company as interim Chief Financial Officer from December 3, 2020 through February 23, 2020:
| | • | a one-time grant of 1,050 restricted stock units that will vest ratably over three years on the anniversary of the date of grant; and |
| | • | a one-time cash bonus of $50,000, payable in accordance with the Company’s standard payroll practice. |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| | | | | | |
| | | | FLOWSERVE CORPORATION |
| | | | | | | |
Dated: February 25, 2020 | | | | By: | | /s/ Lanesha T. Minnix |
| | | | | | Lanesha T. Minnix |
| | | | | | Senior Vice President, Chief Legal Officer |
| | | | | | and Corporate Secretary |
