Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On May 12, 2022, the Company's Board of Directors (the "Board") approved and adopted the Amended and Restated By-Laws (as amended and restated, the "By-Laws"), effective May 12, 2022, which includes, among other things, the following changes:



  •   updating the electronic and remote meeting provisions under New York law;



     •    revising the advance notice provision for director nominations to add a
          questionnaire requirement and allow the Board to request additional
          information including an interview of any director candidate; and



     •    adding an exclusive forum provision for matters related to the Securities
          Act of 1933.

Additionally, as a result of the retirement of Roger L. Fix as a director of the Company effective as of the conclusion of the Company's Annual Meeting, the amendment to the By-Laws approved by the Board also amends the By-Laws to decrease the number of directors of the Company from ten to nine.

The foregoing description of the By-Laws does not purport to be complete and is qualified in its entirety by reference to the full text of 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 5.07 Submission of Matters to a Vote of Security Holders.

On May 12, 2022, the Company held its Annual Meeting. The number of shares present at the Annual Meeting was 118,967,824, representing 91.06% of the 130,640,880 shares issued and outstanding that were entitled to vote on March 16, 2022, the record date for the Annual Meeting.

Four items of business were submitted to shareholders at the Annual 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 Annual Meeting for annual terms expiring in 2023 pursuant to the
following votes:

                                                                          Broker
Nominee                    For            Against        Abstained       Non-Votes
R. Scott Rowe           114,472,307         602,699          48,330       3,844,488

Sujeet Chand            114,139,973         924,831          58,532       3,844,488

Ruby R. Chandy          114,186,207         878,795          58,334       3,844,488

Gayla J. Delly          111,590,903       3,474,383          58,050       3,844,488

John R. Friedery        112,834,616       2,229,190          59,530       3,844,488

John L. Garrison        111,006,473       2,693,825       1,423,038       3,844,488

Michael C. McMurray     113,521,529       1,541,439          60,368       3,844,488

David E. Roberts        114,365,021         712,705          45,610       3,844,488

Carlyn R. Taylor        114,165,565         901,459          56,312       3,844,488

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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:            26,442,901
Votes AGAINST:        88,605,526
Votes ABSTAINED:          74,909
Broker Non-Votes:      3,844,488

3. Ratification of Independent Registered Public Accounting Firm. The appointment of PricewaterhouseCoopers LLP to serve as the Company's independent registered public accounting firm for 2022 was ratified pursuant to the following votes:



Votes FOR:            116,438,379
Votes AGAINST:          2,466,947
Votes ABSTAINED:           62,498
Broker Non-Votes:             N/A

4. Shareholder Proposal - Reduce Threshold to Call a Special Meeting. The shareholder proposal requesting that the Board of Directors take the steps necessary to amend the Company's organizational documents to give the owners of a combined 10% of outstanding common stock the power to call a special shareholder meeting, did not pass, pursuant to the following votes:



Votes FOR:            52,022,004
Votes AGAINST:        63,001,685
Votes ABSTAINED:          99,647
Broker Non-Votes:      3,844,488

Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.



Exhibit No.                                  Description

3.1                 Flowserve Corporation By-Laws, as amended and restated
                  effective May 12, 2022.

104               The cover page from Flowserve Corporation's Current Report on
                  Form 8-K, formatted in Inline XBRL.

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