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FLS > SEC Filings for FLS > Form 8-K on 22-May-2014All Recent SEC Filings

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Change in Directors or Principal Officers, Submission of Matters to a Vote of Secu

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Election of Chairman of the Board

On May 22, 2014, Flowserve Corporation (the "Company") announced that, effective May 22, 2014, James O. Rollans has rotated off as Chairman of the Board of Directors (the "Board") and that William C. Rusnack has been elected by the Board as the new independent Chairman of the Board. Mr. Rollans will continue to serve as a member of the Board in accordance with his current Board term.

A copy of the press release issued by the Company announcing the election of William C. Rusnack as Chairman is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 5.07 Submission of Matters to a Vote of Security Holders.

On May 22, 2014, the Company held its 2014 Annual Meeting of Shareholders (the "Meeting"). The number of shares present at the Meeting was 121,107,080 shares representing 88.08% of the 137,483,098 shares issued and outstanding that were entitled to vote on March 27, 2014, the record date for the Meeting.

Four items of business were submitted to shareholders at the Meeting. The voting results for each proposal are set forth below:

1. Election of Directors. The director nominees listed below were duly elected at the Meeting pursuant to the following votes:

Director Nominee
(Term Expiring)                  Votes For        Votes Withheld       Broker Non-Votes
Gayla J. Delly (2015)            111,704,545           1,044,798              8,357,737
Rick J. Mills (2015)             111,362,058           1,387,285              8,357,737
Charles M. Rampacek (2015)       110,340,365           2,408,978              8,357,737
William C. Rusnack (2015)        110,452,929           2,296,414              8,357,737
John R. Friedery (2015)          111,358,691           1,390,652              8,357,737
Joe E. Harlan (2015)             111,420,285           1,329,058              8,357,737
Leif E. Darner (2015)            111,365,325           1,384,018              8,357,737

The foregoing totals of votes for and withheld do not include broker non-votes.

2. Advisory Vote on Executive Compensation. The proposal for approval, on an advisory basis, of the compensation of the Company's named executive officers was approved pursuant to the following votes:

Votes FOR: 106,853,710

Votes AGAINST:   1,560,175

Votes ABSTAINED:   4,335,458

Broker Non-Votes:   8,357,737

3. Ratification of Independent Registered Public Accounting Firm. PricewaterhouseCoopers LLP was ratified to serve as the Company's independent registered public accounting firm for 2014 pursuant to the following votes:

Votes FOR: 120,003,750

Votes AGAINST:     890,043

Votes ABSTAINED:     213,287

Broker Non-Votes:          0

4. Shareholder Proposal - Confidential Voting in Uncontested Proxy Solicitations. The shareholder proposal requesting the Board of Directors take action to implement confidential voting in uncontested proxy solicitations was rejected pursuant to the following votes:

Votes FOR: 44,600,937

Votes AGAINST: 67,605,761

Votes ABSTAINED: 542,645

Broker Non-Votes: 8,357,737

No other matters were voted on at the Meeting.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description

99.1 Press Release, dated May 22, 2014

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