UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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 31, 2009
FLOWSERVE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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| New York
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1-13179
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31-0267900 |
(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.) |
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| 5215 N. O’Connor Blvd., Suite 2300, Irving, Texas
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75039 |
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(Zip Code) |
(972) 443-6500
(Registrant’s telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain Officers.
On August 31, 2009, the Board of Directors of Flowserve Corporation (the “Company”) issued a
press release announcing the appointment of Mark A. Blinn as its next President and Chief Executive
Officer, effective October 1, 2009, and announcing Mr. Blinn’s appointment as a member of the Board
of Directors to serve until the next annual meeting of the Company’s shareholders, effective
immediately.
Mr. Blinn currently serves as the Company’s Senior Vice President, Chief Financial Officer and
Latin America Operations. Prior to his service with the Company, he was employed as the Chief
Financial Officer of FedEx Kinko’s Office and Print Services, Inc., an international shipping and
printing company, from 2003 to 2004 and as Vice President and Treasurer of Kinko’s, Inc. from 2002
to 2003. Mr. Blinn also served as Vice President and Chief Accounting Officer of Centex
Corporation, a home building company, from 2000 to 2002 and as Managing Director of Corporate
Finance beginning in 1999.
In connection with Mr. Blinn’s appointment as President and Chief Executive Officer, the
Company entered into a Letter Agreement with Mr. Blinn, dated August 31, 2009, (the “Blinn
Agreement”). The Blinn Agreement provides that Mr. Blinn’s current employment agreement with the
Company dated May 7, 2007, as amended, will be
terminated effective October 1, 2009, and Mr. Blinn’s employment with the Company thereafter will
be on an at-will basis. The Blinn Agreement further sets forth certain compensatory terms relating
to Mr. Blinn’s new position, including:
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an annual base salary of $915,000, effective September 1, 2009; |
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a target bonus percentage under the Company’s Annual Incentive Plan of 100% of eligible
earning, prorated for 2009; |
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a target restricted common stock incentive opportunity under the Company’s long-term
incentive program of 300% of base salary; and |
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all existing equity incentive compensation awards will remain outstanding in accordance
with their terms, and Mr. Blinn will participate or continue to participate in the
Company’s various compensation and benefit programs to the extent he is eligible. |
The Blinn Agreement also provides that if Mr. Blinn’s employment is terminated without cause
or in connection with a change in control of the Company, then such termination will be governed by
the terms of the Company’s Officer Severance Plan and the Company’s Executive Officer
Change-in-Control Plan, respectively. Additionally, the Blinn Agreement states that the existing
Restrictive Covenants Agreement between Mr. Blinn and the Company will continue to remain in full
effect.
The foregoing description of the Blinn Agreement should be read in conjunction with, and is
qualified in its entirety by reference to, the Blinn Agreement, a copy of which is filed with this
Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference.
The Company also announced in its August 31, 2009 press release that Lewis M. Kling, the
Company’s current President and Chief Executive Officer, will retire from these positions (but not
from employment) effective October 1, 2009. Pursuant to a Letter Agreement, dated August 31,
2009, between Mr. Kling and the Company (the “Kling Agreement”), Mr. Kling agreed to continue as an
employee of the Company and as Vice Chairman of the Company’s Board of Directors until February 28,
2010, the date Mr. Kling’s term as President and Chief Executive Officer expires under his existing
letter agreement dated May 29, 2007 (the “Existing Agreement”).
The Kling Agreement further provides that, consistent with the Existing Agreement, Mr. Kling
will retire as an employee and will resign from the Board of Directors on February 28, 2010.
Additionally, Mr. Kling’s and the Company’s obligations
regarding compensation and term of employment
under the Existing Agreement will remain
the same after Mr. Kling relinquishes the titles and responsibilities of President and Chief
Executive Officer, and Mr. Kling’s rights and obligations upon ultimate termination will be
determined as if he served as President and Chief Executive Officer through the end of the Existing
Agreement’s term.
The foregoing description of the Kling Agreement should be read in conjunction with, and is
qualified in its entirety by reference to, the Kling Agreement, a copy of which is filed with this
Current Report on Form 8-K as
Exhibit 10.2 and incorporated herein by reference.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On August 31, 2009, the Board of Directors of the Company voted to amend the Flowserve
Corporation By-Laws, effective as of the same date. The amendment adopted by the Board of
Directors reduces the number of directors of the Company from thirteen to twelve. This description
of the amendment should be read in conjunction with the Flowserve Corporation 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.
The press release issued by the Company on
August 31, 2009 announcing the foregoing events is furnished with this Current Report on Form 8-K as
Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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Description |
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3.1
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Flowserve Corporation By-Laws, as amended and restated on August 31, 2009. |
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10.1
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Letter Agreement, dated August 31, 2009, between Mark A. Blinn and Flowserve Corporation. |
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10.2
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Letter Agreement, dated August 31, 2009, between Lewis M. Kling and Flowserve Corporation. |
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99.1
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Press Release, dated August 31, 2009. |