DEF 14A 1 lfls2022_def14a.htm FLOWSERVE CORP - DEF 14A FLOWSERVE CORPORATION - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
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	Soliciting Material under §240.14a-12

Flowserve Corporation

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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Invitation to 2022 Annual Meeting of Shareholders

Dear Fellow Shareholder:

I am pleased to invite you to join me, our Board of Directors, executive officers, associates and other shareholders at Flowserve’s 2022 Annual Meeting of Shareholders. The attached Notice of 2022 Annual Meeting of Shareholders and Proxy Statement, which we are providing to shareholders beginning on March 31, 2022, contain details of the business to be conducted at the meeting.

Our Performance in 2021

Flowserve made progress on several fronts in 2021 despite being a year of continued challenges, not just for Flowserve but for the global economy as a whole. Notwithstanding headwinds caused by the ongoing COVID-19 pandemic, supply chain disruption, and labor shortages in various markets around the world, we were able to deliver strong bookings, capitalize on the ongoing recovery in our aftermarket business, and support a growing range of customers on their energy transition journey.

During 2021, we saw a significant increase in bookings year over year, with our aftermarket business leading the recovery with bookings of $2.0B in 2021. Additionally, our free cash flow conversion to adjusted earnings was greater than 100 percent for the second consecutive year, enhancing our returns through the cycle.

In addition, we were encouraged throughout the year to see increasing project awards in energy transition. I believe Flowserve is uniquely positioned to capitalize on the flow control aspect of decarbonization, where today our products and services can be utilized in many aspects of our customers’ carbon reduction efforts. We are excited about our ability to support our customers through their energy transition journey and have confidence in our broad product offering to deliver increased energy efficiency, cost savings and carbon reduction for our customers while being an important long-term growth driver for our business.

2021 Highlights include:

Generated positive free cash flow
in each quarter for first time in
15 years

Improved bookings 10.6%
year-over-year

Launched Leadership in Motion
training program

Recognized as one of Newsweek’s
“Most Responsible Companies
in America”

New RedRaven IoT platform
monitoring over 1,000 instrumented
assets

Our Business Strategy

While 2021 presented several headwinds for Flowserve and for our customers, we believe that through the commitment and dedication of our associates, our strong backlog and our growth strategy, we are well positioned to capitalize on the continued recovery in our end markets during 2022 and beyond.

During 2022, we will focus on our 3D growth strategy of Diversify, Decarbonize, and Digitize as we drive our technology and product development efforts to target new and attractive market growth opportunities, while supporting our existing customers’ efficiency and decarbonization efforts. We believe Flowserve is well positioned to capitalize on what we see as an improving growth environment and create long-term value for our shareholders and other stakeholders.

Shareholder Feedback

Flowserve’s Board and senior leadership continue to be encouraged by the positive feedback we have received about the clarity of information we provide through our proxy statement. We are continually reviewing ways to enhance the information in our public disclosures and will continue to do so based on your feedback. Your vote is very important to us and to our business. Prior to the meeting, I encourage you to sign and return your proxy card, or use telephone or Internet voting, so that your shares will be represented and voted at the meeting. You can find instructions on how to vote beginning on page 77.

Thank you in advance for voting and for your continued support of Flowserve.

R. Scott Rowe, President and CEO

Notice of 2022 Annual
Meeting of Shareholders

When:

Thursday, May 12, 2022

at 11:30 a.m. CDT

Where:

Online at www.virtualshareholdermeeting.
com/FLS2022

We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve’s 2022 Annual Meeting of Shareholders. The 2022 Annual Meeting will be held online only and will begin at 11:30 AM CDT on May 12, 2022. We will hold the 2022 Annual Meeting solely by means of remote communications with no in-person location. You can attend the Annual Meeting and vote online at www.virtualshareholdermeeting.com/FLS2022.

2022 Proposals		Board Vote Recommendation		Page Reference (for more detail)
1	Elect the 9 directors named in the proxy statement	For	✔	Page 14
2	Approve, on an advisory basis, the Company’s executive compensation	For	✔	Page 64
3	Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2022	For	✔	Page 69
4	Shareholder Proposal to Reduce Threshold to Call a Special Shareholder Meeting	Against	✘	Page 73

Shareholders will also transact any other business that is properly brought before the Annual Meeting.

Record Date: Shareholders of record of the Company’s common stock, par value $1.25 per share, at the close of business on March 16, 2022 are entitled to notice of and to vote at the Annual Meeting.

Attending the Meeting Virtually: To participate in the meeting, including to vote or to ask questions during the meeting, you must access the meeting website at www.virtualshareholdermeeting.com/FLS2022, and log in using the 16-digit control number provided on your proxy card, voting instruction form, or Notice of Internet Availability of Proxy Materials. If your shares are held in street name and your voting instruction form or Notice of Internet Availability indicates that you may vote those shares through the http://www.proxyvote.com website, then you may access, participate in, and vote at the annual meeting with the 16-digit access code indicated on that voting instruction form or Notice of Internet Availability. Otherwise, shareholders who hold their shares in street name should contact their bank, broker or other nominee (preferably at least 5 days before the annual meeting) and obtain a “legal proxy” in order to be able to attend, participate in or vote at the annual meeting.

For additional related information, please refer to the disclosure beginning on Page 77 in the enclosed proxy statement. The proxy statement and 2021 annual report to shareholders and any other proxy materials are available at www.proxyvote.com.

Your vote is very important. Whether or not you plan to attend the Annual Meeting online, we urge you to vote and submit your proxy in advance of the meeting by one of the methods described to the right on this page. Returning a proxy card or otherwise submitting your proxy does not deprive you of your right to attend the Annual Meeting and vote online at www.virtualshareholdermeeting.com/FLS2022.

By order of the Board of Directors,

Lanesha T. Minnix
Senior Vice President, Chief Legal Officer and Corporate Secretary

PROXY SUMMARY

This summary highlights information contained elsewhere in the proxy statement. This summary does not contain all the information that you should consider, and you should read the entire proxy statement carefully before voting. Page references are supplied to help you find additional information in the proxy statement.

Board Nominees (Page 14)


DAVID E. ROBERTS Independent Chairman Age: 61 Director since 2011 Committees: * Other Public Company Boards: None	R. SCOTT ROWE President & CEO, Flowserve Age: 51 Director since 2017 Committees: None Other Public Company Boards: None	SUJEET CHAND Independent Age: 64 Director since 2019 Committees: ● ● Other Public Company Boards: 2

RUBY R. CHANDY Independent Age: 60 Director since 2017 Committees: ★ ● Other Public Company Boards: 2	GAYLA J. DELLY Independent Age: 62 Director since 2008 Committees: ● ● Other Public Company Boards: 2	JOHN R. FRIEDERY Independent Age: 65 Director since 2007 Committees: ★ ● Other Public Company Boards: None

JOHN L. GARRISON Independent Age: 61 Director since 2018 Committees: ★ ● Other Public Company Boards: 1	MICHAEL C. MCMURRAY Independent Age: 57 Director since 2018 Committees: ★ ● Other Public Company Boards: None	CARLYN R. TAYLOR Independent Age: 53 Director since 2020 Committees: ● ● Other Public Company Boards: None
★ Chair ● Audit Committee ● Corporate Governance and Nominating Committee ● Finance and Risk Committee ● Organization and Compensation Committee * As Chairman of the Board, Mr. Roberts rotates between committee meetings and serves as an alternate committee member for all committees, as needed.

2022 PROXY STATEMENT 2

Executive Officers (Page 29)

Name and Position

Age

Since

SEC Form DEF 14A filed by Flowserve Corporation