Flowserve (FLS) Proxy filing summary

Executive summary

• Achieved 24% EPS growth and 38% adjusted EPS growth in 2025, with $506M cash from operations and $365M returned to shareholders via dividends and buybacks.

• Met long-term margin targets two years ahead of schedule, driven by the Flowserve Business System and 3D strategy, enhancing resilience and growth in nuclear and traditional power markets.

• Divested legacy asbestos liabilities, simplifying capital structure and improving cash flow.

• 2025 revenue reached $4.7B (3.8% YoY growth), adjusted operating income $700M (11.9% YoY growth), and 22.5% total shareholder return.

• Strong shareholder engagement, with proactive outreach to top holders representing 63% of shares.

Voting matters and shareholder proposals

• Shareholders to elect 9 directors, approve executive compensation (say-on-pay), ratify PwC as auditor, and vote on a shareholder proposal for an annual advisory vote on stock repurchases.

• Board recommends voting for all directors, for executive compensation, for auditor ratification, and against the stock repurchase proposal.

Board of directors and corporate governance

• Board reduced to 9 members, all but CEO are independent; annual elections and majority voting standard in uncontested elections.

• Board committees (Audit, Technology/Innovation/Risk, Corporate Governance & Nominating, Organization & Compensation) are 100% independent.

• Independent Chairman structure, robust evaluation and succession planning, and annual board/committee self-assessments.

• Shareholder rights include special meeting calls, written consent, proxy access, and no poison pill.