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): February 6, 2017
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. OConnor Blvd., Suite 2300, Irving, Texas |
75039 | |||
(Address of Principal Executive Offices) | (Zip Code) |
(972) 443-6500
(Registrants 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:
☐ | 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)) |
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On February 8, 2017, Flowserve Corporation (the Company) announced that R. Scott Rowe has been named its Chief Executive Officer, effective as of his commencement of employment with the Company, which is expected to be April 1, 2017 (the Effective Date). Mr. Rowe will also become a member of the Board of Directors of the Company on the Effective Date.
Mr. Rowe, 45, is currently serving as President of a division of Schlumberger Limited (Schlumberger) named Cameron Group, which is a leading provider of flow equipment products, systems and services to the oil and gas industry worldwide. He has served in this position since Schlumberger acquired Cameron International Corporation (Cameron) in April 2016. Prior to this position, he served as President and Chief Executive Officer of Cameron from October 2015 to April 2016. From October 2014 to September 2015, Mr. Rowe served as President and Chief Operating Officer of Cameron, from March 2014 to September 2014, Mr. Rowe served as Chief Executive Officer of OneSubsea, a joint venture established by Cameron and Schlumberger, from August 2012 to February 2014, Mr. Rowe served as President of the Subsea Systems division of Cameron, and from April 2010 to August 2012, Mr. Rowe served as President of the Engineered and Process Valves division of Cameron.
Pursuant to his offer letter (the Offer Letter), Mr. Rowe will receive an annual base salary of $1,100,000. He will be eligible for a cash award under the Companys annual incentive plan with a target award of 120% of his base salary based on the achievement of performance goals, and he will participate in the Companys long term incentive program with a target award of 500% of his base salary. For calendar year 2017, his target equity award will be split equally in the form of restricted stock units and performance share units. In addition, Mr. Rowe will receive a one-time stock option award with a grant date fair value of $2,000,000, which will be subject to a three-year cliff vesting period. In the event Mr. Rowe is terminated without cause before the third anniversary of the Effective Date and subject to his execution of a release, the equity awards granted to him in calendar year 2017 will vest in full, with performance share units vesting at target level. Mr. Rowe will also receive retirement, health and welfare and other benefits and will participate in plans generally available to other executive officers of the Company. Further details concerning the Companys executive compensation program are described in the Companys definitive proxy statement dated April 8, 2016, under the heading Executive Compensation.
Under the Offer Letter, Mr. Rowe is required to execute a restrictive covenants agreement that includes confidentiality, non-competition, non-solicitation, non-recruitment and non-disparagement covenants. The confidentiality and non-disparagement covenants have an indefinite term and the non-competition, non-solicitation and non-recruitment covenants each have a term of one year following the date on which Mr. Rowes employment ceases.
Mr. Rowe has no family relationships with any director or executive officer of the Company. In addition, there have been no transactions directly or indirectly involving Mr. Rowe that would be required to be disclosed pursuant to Item 404(a) of Regulation S-K under the Securities Exchange Act of 1934.
The foregoing description of the Offer Letter should be read in conjunction with, and is qualified in its entirety by reference to, the Offer Letter, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 and incorporated herein by reference. A copy of the press release issued by the Company announcing Mr. Rowes selection is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits.
Exhibit No. |
Description |
|
10.1 | Offer Letter, dated as of February 6, 2017, by and between Flowserve Corporation and R. Scott Rowe | |
99.1 | Press Release, dated February 8, 2017 |
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: February 8, 2017 | By: |
/s/ Carey A. OConnor |
||||
Carey A. OConnor | ||||||
Senior Vice President, Secretary and General Counsel |
EXHIBIT INDEX
Exhibit
|
Description |
|
10.1 | Offer Letter, dated as of February 6, 2017, by and between Flowserve Corporation and R. Scott Rowe | |
99.1 | Press Release, dated February 8, 2017 |
Exhibit 10.1
January 27, 2017
R. Scott Rowe
Address on File
Re: | Offer of Employment |
Dear Scott,
I am pleased to offer you the position of Chief Executive Officer of Flowserve Corporation, based in Irving, Texas. If you accept this position, we also expect to appoint you to be a member of the Flowserve Board of Directors on your start date.
Below you will find some important details about this job offer, including an overview of your compensation and benefits and general terms of employment.
Base Pay :
Your annual base salary will be $1,100,000, minus applicable taxes and withholdings. Flowserve currently pays wages on a bi-weekly basis (26 times per year), and your per pay period salary will be approximately $42,307.
Your Annual Incentive Pay Potential :
You are invited to participate in the Flowserve Corporation Annual Incentive Plan (AIP). Flowserve uses the AIP to reward employees for business success based on how well the company performs on key performance targets set at the beginning of each plan year.
Your target AIP award is 120% of your eligible earnings as defined in the AIP, a copy of which has been provided to you. This is the amount of incentive pay Flowserve expects you to earn in a given year if Flowserves and your individual performance objectives are met. The actual incentive amount paid may be more or less than the target based upon business and individual performance results. The maximum award you are eligible to receive (assuming objectives are exceeded) is 200% of the target award.
You will be eligible to participate in the 2017 AIP starting on your first date of employment. Any payment thereunder will be calculated based on your annual base salary (not pro-rated). Eligibility, benefits, payment, and administration of the AIP will follow the terms in the AIP document(s) including the Flowserve Equity and Incentive Compensation Plan and any subsequent amendments to those plans and documents (subject to the immediately preceding sentence).
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Your Long-Term Incentive Pay Potential :
You are invited to participate in the Flowserve Corporation Long-Term Incentive Plan (LTIP). Your target long term incentive award is 500% of base salary and all equity grants will be subject to the terms of individual award agreements and the governing stock plan, except as provided below. For 2017, your LTIP grant is comprised of 50% restricted stock units and 50% performance share units under the Flowserve Corporation Equity and Incentive Compensation Plan. The 2017 restricted stock units vest one-third per year over a three-year period (except as provided below), with the vesting period commencing on your start date. The 2017 performance share units cliff vest at the end of the Plans three-year cycle, except as provided below. The number of 2017 performance share units that vest is determined by how well the company performed compared to the pre-determined LTIP targets. The maximum payment of performance share units at the end of the performance period is 200% of the target award.
Your 2017 grant will be issued in the first open trading window after your employment begins, and the number of restricted stock units and performance share units granted to you will be determined by using the average stock price of Flowserve stock for the last 20 trading days of the month preceding the grant date.
Grants under the LTIP are subject to approval by the Board of Directors, and your 2017 restricted stock units and 2017 performance share units have been so approved, subject to your acceptance of this offer of employment. Eligibility, benefits, payment, and administration of the LTIP will follow the terms in the stock agreements issued with each grant and the LTIP document(s) including the Flowserve Equity and Incentive Compensation Plan and any subsequent amendments to those plans and documents, except as provided below.
To encourage alignment between executive and shareholder interests, our executive compensation program requires all executives own a minimum amount of company common stock equal in value to a multiple of their respective annual base salaries. As Chief Executive Officer, you will be expected to hold stock equal in value to five times your annual base salary. The required stock ownership is expected to be achieved within five years from the date you join the Company, with interim retention requirements.
Stock Option Sign-On Bonus :
In the first open trading window after your employment begins, you will be granted a one-time stock option with a grant date fair value of $2,000,000 under the Flowserve Corporation Equity and Incentive Compensation Plan. This grant will cliff vest three years from your start date with the company except as provided below, and it will expire ten years after the grant date.
Acceleration of Vesting for 2017 Equity Grants if Terminated Without Cause :
With respect to the restricted stock units, performance share units and stock options granted to you in calendar year 2017 and notwithstanding anything to the contrary in the applicable stock agreements and plan documents, (i) cause shall be defined as such term is defined in the Flowserve Corporation Officer Severance Plan (Severance Plan) and (ii) in the event you are terminated without cause by the company prior to the third anniversary of your start date (or, in the case of the performance share units granted in calendar year 2017, prior to their vesting date) and subject to you executing and not revoking a release (in a form reasonably satisfactory
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to both you and the company) within 55 days after your termination date, you shall (a) vest in full in the restricted stock units as of your termination date, (b) vest at the target level for the performance share units, in each case, to the extent the restricted stock units and performance share units have not otherwise been settled or forfeited prior to your termination date and the restricted stock units and performance share units shall be settled within 60 days following your termination date and (c) vest in full in the stock options as of your termination date. Additionally, you acknowledge and agree that (i) any provisions relating to vesting, settling, cash out or exercisability of equity or equity-based awards set forth in the Severance Plan shall not apply to the restricted stock units, performance share units and stock options granted to you in calendar year 2017, (ii) in the event that you receive benefits under the Flowserve Corporation Executive Officer Change in Control Plan (CIC Plan) and the provisions relating to vesting, settling, cash out or exercisability of equity or equity-based awards set forth in the CIC Plan are applicable to the restricted stock units, performance share units and stock options granted to you in calendar year 2017, such equity-related provisions shall only apply if they provide more favorable treatment than the first sentence of this paragraph, and in such case, the treatment of the equity awards specified in the first sentence of this paragraph shall not apply and (iii) Section 3(b) in the Restrictive Covenants Agreement between you and the company (which is a condition to your employment commencing) is not modified by this offer letter in any respect.
Relocation :
Flowserve is offering you relocation benefits as outlined in the companys U.S. Relocation Policy. You will be eligible to use these benefits for up to eighteen months after your start date. Upon acceptance of this offer and your notice that you intend to commence moving, a relocation counselor will be assigned to be your single point of contact through planning and execution of the move.
Retirement Benefits :
Flowserve provides a company-funded retirement benefit through the Flowserve Corporation Pension Plan to all employees. In addition, Flowserve provides an opportunity for employees to prepare for a secure future by joining the Flowserve Corporation Retirement Savings Plan (401(k) Plan). Your contributions will be matched by Flowserve at a rate of 75% of your pre-tax contributions up to 6% of your salary, subject to applicable IRS limits. Additionally, you will be eligible to participate in the Flowserve Corporation Supplemental Executive Retirement Plan (SERP) and the Flowserve Corporation Senior Management Retirement Plan (SMRP) upon appointment as an officer by the Board of Directors.
Health & Welfare Benefits :
Flowserve offers a full range of benefits that allow employees to select the protection that best meets their needs and the need of their eligible family members. Flowserve pays a substantial part of the cost for many of these benefits. Benefit options include: medical, dental, vision, Health Savings Account, Flexible Spending Accounts, life insurance, accidental death & dismemberment and disability insurance.
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Other Benefits :
On your appointment as an officer by the Board of Directors on your start date, you are eligible for the CIC Plan and the Severance Plan (in each case, subject to the provisions above related to the restricted stock units, performance share units and stock options granted to you in calendar year 2017). Eligibility, benefits, payment, and administration of these plans will follow the terms established in the plan document(s) and any subsequent plan amendments. The Board of Directors is in the process of updating the CIC Plan, and we have made you aware of the changes to the CIC Plan that the Board is currently considering.
Vacation :
Flowserve regards vacation time as important to the well being of its employees, and consequently, the success of the company. Employees earn vacation hours on a per-pay-period basis subject to Flowserves U.S. Vacation Policy. You will be eligible for vacation hours for the equivalent of four weeks per year.
Personal Time Off :
In addition to vacation, Flowserve provides employees up to 24 hours of paid personal time off each calendar year. The amount of paid personal time off hours available during your first calendar year of employment will depend on your start date, and can range from 0 to 24 hours. Personal Time Off is subject to Flowserves U.S. Personal Time Off Policy.
At-Will Employment :
If you accept this offer of employment, your employment at Flowserve is at-will. This means that either you or Flowserve may end the employment relationship at any time, for any reason or no reason at all, with or without advanced notice. This letter is not a promise of employment for any particular duration. This letter is not a contract for employment. The provisions of this offer letter will terminate on the third anniversary of your start date, other than this paragraph and the paragraph under the Acceleration of Vesting for 2017 Equity Grants if Terminated Without Cause section above.
Other Important Terms :
As a condition to this employment offer, you must:
| Review and sign Flowserves Code of Business Conduct |
| Review and sign Flowserves Restricted Covenants Agreement (which contains an equity clawback provision that may apply in the event of any termination of employment or otherwise) |
| Demonstrate you are legally permitted to work in the United States |
Please also be aware that the policies and plans that govern many of the details of this employment offer are subject to change, which can result in changes to the terms and conditions of your employment with or without advance notice.
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To confirm your acceptance of this offer, please sign below and return this letter to me.
I believe you will be an outstanding leader and member of the Flowserve team and a significant contributor to Flowserves ongoing success. I look forward to receiving your acceptance of this offer.
Sincerely,
/s/ William Rusnack
William Rusnack
Chairman of the Board
Agreed to and Accepted: | ||||
/s/ R. Scott Rowe |
February 6, 2017 | |||
Signature | Date | |||
R. Scott Rowe |
||||
Print Name |
Exhibit 99.1
News Release
FOR IMMEDIATE RELEASE
Flowserve Appoints R. Scott Rowe as President and Chief Executive Officer
20-Year Industry Veteran Brings Extensive Senior Leadership Experience and Expertise in Flow Control Systems, Operations, Business Development and Customer Relations
DALLAS, February 8, 2017 - Flowserve Corporation, (NYSE: FLS), a leading provider of flow control products and services for the global infrastructure markets, today announced that R. Scott Rowe has been appointed President and Chief Executive Officer (CEO) of the Company, effective April 1, 2017. He succeeds Mark Blinn, who previously announced his intention to retire. Mr. Rowe will also join the Flowserve Board of Directors.
Mr. Rowe brings nearly 20 years of senior leadership and operational experience in the industry to Flowserve. He most recently served as President of the Cameron Group, a position he assumed in April 2016 following the merger between Schlumberger and Cameron International Corporation (Cameron), formerly a NYSE-listed leading provider of flow management equipment, systems and services to the worldwide oil and gas industry. At Cameron, Mr. Rowe served in a variety of progressive roles during his 14-year career, culminating as its President and CEO. Mr. Rowes accomplishments include contributing to Camerons significant growth and profitability during his tenure, leading Cameron through the transition to Schlumberger and overseeing the business integration while maintaining strong business performance. Additionally, he led the transformative pre-merger joint venture between Cameron and Schlumberger, which formed OneSubsea, a $3 billion dollar business that he later ran as CEO. During his tenure as President of Engineered and Process Valves, Mr. Rowe spearheaded process improvement projects that drove strong revenue and earnings growth.
We are thrilled to welcome Scott to Flowserve, said William C. Rusnack, Chairman of the Board of Directors. Scott is a highly accomplished executive with a proven track record of success in operational excellence and driving superior results throughout business cycles. He knows both our business and our customers and their needs, which is critical as we continue to differentiate ourselves as an industry leader. His extensive executive leadership experience in the flow control industry makes him the ideal person to lead Flowserve through its next phase in the Companys history.
Mr. Rusnack continued, On behalf of the Board, I would like to thank Mark for his hard work and dedication to Flowserve over the past 12 years. We appreciate his support through this transition period, and wish him well in the future.
Flowserve is an industry leader with best-in-class fluid motion and control products and services and some of the most dedicated, hard-working employees in the business, said Mr. Rowe. I have long admired Flowserve, and have great respect for its extensive portfolio of product brands and its commitment to customer relationships. In recent years, the Board and management team have focused on restructuring the business, optimizing its manufacturing footprint and realigning its workforce to
strengthen the Companys competitive position. As CEO, I look forward to leveraging my experience and industry relationships to build on this solid foundation to enhance value for all stakeholders.
As planned, in connection with Mr. Rowes appointment, Mr. Blinn will step down from the Flowserve Board, effective March 31, 2017.
It has been an honor to serve as Flowserves CEO, and I am confident in the Companys prospects for growth and value creation under Scotts leadership, said Mr. Blinn. His deep industry and executive experience but most importantly, his appreciation for our culture, people, industry and customers make Scott an ideal choice to serve as Flowserves next leader.
About R. Scott Rowe
Mr. Rowe most recently served as President of the Cameron Group following the merger with Schlumberger. Before that, his titles at Cameron included President and CEO, President and COO, CEO of the OneSubsea Division, President of the Subsea Systems Division, President of the Engineered & Process Valves Division, and President of the Process Valves & Aftermarket Division. Before joining Cameron in 2002, Rowe was a Project Manager at Varco International, and previously, he served in the U.S. Army.
Mr. Rowe holds a bachelor of science in engineering management from the United States Military Academy at West Point and an MBA from Harvard Business School.
Flowserve Contacts
Investor Contacts:
Jay Roueche, Vice President, Investor Relations & Treasurer, (972) 443-6560Mike Mullin, Director, Investor Relations,
(972) 443-6636
Media Contacts:
Lars Rosene, Vice President, Global Communications and Public Affairs, (972) 443-6644
Amy Allen, Manager, Global Communications and Public Affairs, (972) 443-6501
About Flowserve: Flowserve Corp. is one of the worlds leading providers of fluid motion and control products and services. Operating in more than 55 countries, the company produces engineered and industrial pumps, seals and valves as well as a range of related flow management services. More information about Flowserve can be obtained by visiting the companys Web site at www.flowserve.com .
Safe Harbor Statement: This news release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934, which are made pursuant to the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, as amended. Words or phrases such as may, should, expects, could, intends, plans, anticipates, estimates, believes, forecasts, predicts or other similar expressions are intended to identify forward-looking statements, which include, without limitation, earnings forecasts, statements relating to our business strategy and statements of expectations, beliefs, future plans and strategies and anticipated developments concerning our industry, business, operations and financial performance and condition.
The forward-looking statements included in this news release are based on our current expectations, projections, estimates and assumptions. These statements are only predictions, not guarantees. Such forward-looking statements are subject to numerous risks and uncertainties that are difficult to predict. These risks and uncertainties may cause actual results to differ materially from what is forecast in such forward-looking statements, and include, without limitation, the following: a portion of our bookings may not lead to completed sales, and our ability to convert bookings
into revenues at acceptable profit margins; changes in global economic conditions and the potential for unexpected cancellations or delays of customer orders in our reported backlog; our dependence on our customers ability to make required capital investment and maintenance expenditures; risks associated with cost overruns on fixed-fee projects and in taking customer orders for large complex custom engineered products; the substantial dependence of our sales on the success of the oil and gas, chemical, power generation and water management industries; the adverse impact of volatile raw materials prices on our products and operating margins; our ability to execute and realize the expected financial benefits from our strategic manufacturing optimization and realignment initiatives; economic, political and other risks associated with our international operations, including military actions or trade embargoes that could affect customer markets, particularly Middle Eastern markets and global oil and gas producers, and non-compliance with U.S. export/re-export control, foreign corrupt practice laws, economic sanctions and import laws and regulations; increased aging and slower collection of receivables, particularly in Latin America and other emerging markets; our exposure to fluctuations in foreign currency exchange rates, including in hyperinflationary countries such as Venezuela; our furnishing of products and services to nuclear power plant facilities and other critical processes; potential adverse consequences resulting from litigation to which we are a party, such as litigation involving asbestos-containing material claims; a foreign government investigation regarding our participation in the United Nations Oil-for-Food Program; expectations regarding acquisitions and the integration of acquired businesses; our ability to anticipate and manage cybersecurity risk, including the risk of potential business disruptions or financial losses; our relative geographical profitability and its impact on our utilization of deferred tax assets, including foreign tax credits; the potential adverse impact of an impairment in the carrying value of goodwill or other intangible assets; our dependence upon third-party suppliers whose failure to perform timely could adversely affect our business operations; the highly competitive nature of the markets in which we operate; environmental compliance costs and liabilities; potential work stoppages and other labor matters; our inability to protect our intellectual property in the U.S., as well as in foreign countries; obligations under our defined benefit pension plans; and other factors described from time to time in our filings with the Securities and Exchange Commission.
All forward-looking statements included in this news release are based on information available to us on the date hereof, and we assume no obligation to update any forward-looking statement.
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