0000030625FALSE12/3100000306252026-08-042026-08-04
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): August 4, 2026
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FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| New York | 1-13179 | 31-0267900 |
| (State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
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| 5215 N. O'Connor Blvd., Suite 700, | 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)
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Securities registered pursuant to Section 12(b) of the Act:
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| 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 |
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. ☐
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Election of Directors
On August 4, 2026, Flowserve Corporation's (the “Company”) Board of Directors (the “Board”) elected Ajay Agrawal, Chief Business Development Officer and Senior Vice President, Global Services for Carrier Global Corporation (“Carrier”), as a new member of the Board, effective August 5, 2026. Prior to Mr. Agrawal’s appointment as Chief Business Development Officer and Senior Vice President, Global Services for Carrier in 2025, Mr. Agrawal was the Chief Strategy Officer and Senior Vice President, Global Services at Carrier from 2023 to 2025. Prior to this role, he was the Chief Strategy Officer and SVP, Global Services and Healthy Buildings at Carrier from 2019 to 2023.
Mr. Agrawal fills the newly created directorship resulting from the increase in the number of directors pursuant to resolutions duly adopted by the Board under the Company’s Amended and Restated By-Laws (as amended and restated, the “By-Laws”) disclosed in Item 5.03 below. In connection with his election to the Board, Mr. Agrawal has also been appointed to serve as a member of the Organization and Compensation Committee and Technology, Innovation and Risk Committee of the Board. Mr. Agrawal is expected to be nominated for reelection by the Company’s shareholders at the 2027 annual meeting of shareholders. There is no agreement or understanding between Mr. Agrawal and any other person pursuant to which he was selected as a director.
The Board has made an affirmative determination that Mr. Agrawal qualifies as an independent director under the New York Stock Exchange listing standards and the Company’s standards for director independence and qualifies as independent for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). There have been no transactions directly or indirectly involving Mr. Agrawal that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Exchange Act.
Mr. Agrawal will be compensated for his service on the Board in accordance with the Company’s compensatory and other arrangements for non-employee directors, which are described in detail in the Company’s definitive proxy statement dated April 2, 2026, under the heading “Director Compensation.”
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 4, 2026, the Board approved an amendment to the Company’s By-Laws, effective August 5, 2026. Article III, Section 2 of the By-Laws, which sets forth the number of directors of the Company, was amended by the Board to increase the number of directors of the Company from nine to ten.
The foregoing description of the amendment contained in the By-Laws is qualified in its entirety by reference to the full text of, and should be read in conjunction with, the By-Laws, a copy of which is filed with this Current Report on Form 8-K as Exhibit 3.1 and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On August 5, 2026, the Company issued a press release announcing the election of Mr. Agrawal. The press release is furnished as Exhibit 99.1 hereto.
The information furnished pursuant to this Item 7.01, including Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filings under the Securities Act of 1933, as amended or the Exchange Act except as shall be expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document).
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.
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| | | FLOWSERVE CORPORATION |
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| Dated: August 5, 2026 | | By: | /s/ Susan C. Hudson |
| | | Susan C. Hudson |
| | | Senior Vice President, Chief Legal Officer and Corporate Secretary |
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