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FLOWSERVE CORP

For the period ended May 16, 2024. Filed Apr 2, 2024.

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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 16, 2024 · Filed Apr 2, 2024

FLS$80.37+3.0%Stored close · as of Nov 6, 2026
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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 RegistrantFiled by a Party other than the Registrant

Check the appropriate box:

Preliminary Proxy Statement

Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))

Definitive Proxy Statement

Definitive Additional Materials

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):

No fee required.

Fee paid previously with preliminary materials.

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Invitation to 2024 Annual Meeting of Shareholders

Dear Fellow Shareholder:

I am pleased to invite you to Flowserve’s Annual Meeting of Shareholders on May 16, 2024. The attached Notice and Proxy Statement have more information about our meeting topics and agenda.

Our Performance in 2023

2023 was a transformational year for Flowserve. We redesigned how we operate to move faster, work more effectively and strengthen the value we provide to our customers and shareholders. As a part of that, we also made progress with our portfolio optimization efforts to stay laser-focused on the products and solutions that can be sustainable drivers of growth well into the future. We were incredibly deliberate with how we deployed these changes across the business – and our efforts successfully enabled us to deliver our best financial performance in several years.

We also continue to be encouraged by the results we’re seeing from our Diversification, Decarbonization and Digitization Strategy (the “3D Strategy”). Diversified bookings remained healthy in 2023, with our vacuum pump products especially delivering the outsized growth we would expect. Our customer wins in Decarbonization were successfully driven by growth in Nuclear and liquified natural gas (LNG), which are two key markets served by our 3D Strategy. Finally, we see our Digitization solutions at an inflection point of growth, and we’re energized by the feedback we’ve received from our current installed base and the numerous installation opportunities in front of us.

2023 Highlights include:

Launched our new operating model to enhance our business processes, work more efficiently and better serve our customersDelivered significant growth in revenue (up 20%) and gross margins (up 210 bps)
Continued to secure new bookings under our 3D Strategy, which accounted for almost one-third of our total bookings for the yearContinued our consistent run of exceeding $1 billion in bookings each quarter, closing out the year with the 8th straight quarter above this target
Raised financial guidance three times during 2023 based on our strong performance quarter after quarterReceived ISO 27001 certification for our cybersecurity program, strengthening our risk management and mitigation capabilities

Our Business Strategy

With the dedication of our associates, strength of our backlog and momentum of our 3D Strategy, we believe we are well-positioned to capitalize on our current strong activity in our end markets and the growing need for energy transition projects around the world.

In 2024, we expect to deliver sustainable, year-over-year profitable growth. The effective implementation of our new operating model paired with our sharp focus on operational excellence is designed to enable us to continue executing at a high level as we target new, attractive market opportunities. Flowserve’s Executive Leadership Team and Board of Directors believe in our ability to deliver results to create long-term value for you, our shareholders.

Shareholder Feedback

Our Board and executive leadership appreciate hearing from you and are continually working to enhance our public disclosures based on your feedback. Maintaining your trust will always be a top priority. Prior to the meeting, I ask that you sign and return your proxy card so your shares will be represented and voted in accordance with your selections. You can also vote via phone or online following the instructions on page 84.

Thank you for your continued support of Flowserve.

R. Scott Rowe, President and CEO

Notice of 2024 Annual Meeting of Shareholders

When: Thursday, May 16, 2024 at 11:30 a.m. CDTWhere: Online at https://www.virtualshareholdermeeting.com/ FLS2024

We are pleased to invite you to join our Board of Directors and senior leadership at Flowserve’s 2024 Annual Meeting of Shareholders (the “Annual Meeting”). The Annual Meeting will be held online only and will begin at 11:30 a.m. CDT on May 16, 2024. We will hold the Annual Meeting solely by means of remote communications with no in-person location. You can attend the Annual Meeting and vote online at https://www.virtualshareholdermeeting.com/FLS2024.

2024 ProposalsBoard Vote RecommendationPage Reference (for more detail)
1Elect the 11 directors named in the proxy statementForPage 16
2Approve, on an advisory basis, the Company’s executive compensationForPage 69
3Ratify the appointment of PricewaterhouseCoopers as our independent auditor for 2024ForPage 73
4Approve the Company’s employee stock purchase planForPage 76
5Shareholder Proposal to report the Company’s political spending and policies and procedures regarding political spendingAgainstPage 80

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 18, 2024 are entitled to notice of and to vote at the Annual Meeting.

**Attending the Meeting Virtually:**To participate in the Annual Meeting, including to vote or to ask questions during the meeting, you must access the meeting website at https://www.virtualshareholdermeeting.com/FLS2024, 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 https://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 five 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 84 in the enclosed proxy statement. The proxy statement and 2023 annual report to shareholders and any other proxy materials are available at https://www.proxyvote.com. The proxy statement and form of proxy are being first made available to shareholders on or about April 2, 2024.

**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. Brokers are not permitted to vote on certain proposals and may not vote on any of the proposals unless you provide voting instructions, except the ratification of the appointment of the independent auditor (Proposal 3). Voting your shares will help to ensure that your interests are represented at the meeting. 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 https://www.virtualshareholdermeeting.com/FLS2024.

By order of the Board of Directors,

Susan C. Hudson

Senior Vice President, Chief Legal Officer and Corporate Secretary

YOU CAN VOTE BEFORE THE MEETING BY THE FOLLOWING METHODS: INTERNET www.proxyvote.com before May 16, 2024* BY TELEPHONE (1-800-690-6903) before May 16, 2024* BYMAIL Complete, sign and return your proxy or voting instruction card before May 16, 2024* *Dates presented are for shareholders that hold shares in their own name as a holder of record. If you are a participant in the Flowserve Corporation Retirement Savings Plan, your votes must be cast before May 14, 2024. Please refer to the enclosed proxy materials or the information forwarded by your bank, broker or other holder of record to confirm which voting methods are available to you.

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