FLOWSERVE CORP false 0000030625 0000030625 2020-07-31 2020-07-31 0000030625 fls:CommonStock125ParValueMember 2020-07-31 2020-07-31 0000030625 us-gaap:SeniorNotesMember 2020-07-31 2020-07-31

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): July 31, 2020

FLOWSERVE CORPORATION

(Exact Name of Registrant as Specified in its Charter)

New York |  | 1-13179 |  | 31-0267900
(State or Other Jurisdiction of Incorporation) |  | (Commission File Number) |  | (IRS Employer Identification No.)

5215 N. O’Connor Blvd., Suite 2300, 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)

Securities registered pursuant to Section 12(b) of the Act:

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
1.25% Senior Notes due 2022 |  | FLS22A |  | 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. ☐

Item 7.01 | Regulation FD Disclosure.

On July 31, 2020, Flowserve Corporation (the “Company”) announced that technical difficulties with a third-party provider prevented the Company from starting its second quarter earnings call and webcast at the originally scheduled time of 11:00 a.m. Eastern time. The Company issued a press release setting forth the details on how to participate in a rescheduled call held later that day at 3:00 p.m. Eastern time.

The Company hereby furnishes as Exhibit 99.1 the full transcript of the rescheduled earnings call in light of the schedule change, and as Exhibit 99.2 the accompanying slide presentation, which contains information about non-GAAP financial measures referenced during the call. The press release announcing the Company’s second quarter results is available as Exhibit 99.1 to a Form 8-K filed with the Securities and Exchange Commission on July 30, 2020, and is hereby furnished as Exhibit 99.3.

The information in this Item 7.01 of Form 8-K is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference.

Item 9.01 | Financial Statements and Exhibits.

(d) | Exhibits.

Exhibit No. |  | Description
99.1 |  | Transcript of the second quarter earnings call held on July 31, 2020 at 3:00 p.m. Eastern time, furnished herewith
99.2 |  | Slide presentation from second quarter earnings call held on July 31, 2020, furnished herewith
99.3 |  | Press Release, dated July 30, 2020 (furnished as Exhibit 99.1 to the Form 8-K dated July 30, 2020 and incorporated herein by reference)
104 |  | The cover page from Flowserve Corporation’s Current Report on Form 8-K, formatted in Inline XBRL.

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.

|  |  |  | FLOWSERVE CORPORATION
Dated: July 31, 2020 |  |  |  | By: |  | /s/ Lanesha T. Minnix
|  |  |  |  |  | Lanesha T. Minnix
|  |  |  |  |  | Senior Vice President, Chief Legal Officer and Corporate Secretary