Welcome to the Flowserve 2026 annual meeting. I would now like to introduce the first presenter, Mr. Scott Rowe, President and CEO of Flowserve Corporation.
Thank you, Nick, and good morning, ladies and gentlemen. I'm Scott Rowe, President and CEO of Flowserve. It's my pleasure to welcome all of you to Flowserve's 2026 Annual Meeting of Shareholders. During the meeting, we welcome eligible shareholders to submit questions through the online portal. They will be reviewed during the meeting and, assuming they comply with our meeting rules of conduct, will be addressed prior to the close of voting if they are directly related to the business of the meeting or during the Q&A portion of the meeting for all other matters. Although we may not be able to answer every question, we will do our best to respond to as many as possible, time permitting. At this time, I'll turn it over to John Garrison, Chairman of Flowserve's Board of Directors, to call this meeting to order. Mr. Garrison?
Good morning, welcome to Flowserve's 2026 Annual Meeting of Shareholders. It is 10:00 A.M. Central Time, as the chairman, I call this meeting to order. We are now going to address the matters to be voted on at this meeting. This meeting will be conducted in accordance with the agenda and rules of conduct that have been posted on the virtual meeting website to assure fairness to all shareholders in attendance and an orderly meeting. We encourage you to review the rules carefully and ask that all participants abide by these rules. Thank you for your cooperation. Please also remember that if you have a 16-digit control number, you may vote your shares online at any time during this meeting while the polls are open. If you have already submitted your proxy card or voted by internet or telephone, your shares have been voted accordingly.
You do not need to vote today unless you are voting for the first time or wish to change your vote. The polls will open after the report on mailing of notice of the meeting and the presence of a quorum. We will close the polls on all matters immediately after the presentation and discussion of today's proposals. I would like to start by recognizing the current members of our board who have joined us today. We are also joined at this meeting by Susan Hudson, Chief Legal Officer and Corporate Secretary, who is acting as Secretary of this meeting, as well as Shamir Myr , who is our Assistant Corporate Secretary. Also attending is Allison Payne from PricewaterhouseCoopers, Flowserve's independent registered public accounting firm. Natalie Hairston of American Election Services, LLC, who will serve as our Inspector of Elections. She has previously taken her oath as Inspector.
We will now move on to the formal portion of this meeting. Ms. Hudson will now report on the mailing of notice of the meeting and the presence of a quorum.
Thank you, John. With me, I have a list of shareholders entitled to receive notice of and to vote at this meeting. This list is certified by EQ Shareowner Services, the company's registrar and transfer agent as of March 17th, 2026, the record date set for this meeting. Additionally, I hold the notice of the 2026 Annual Meeting of Shareholders of Flowserve Corporation to be held this date and the 2026 proxy statement relating to this meeting. Finally, I also hold an affidavit of mailing signed by Broadridge, the mailing agent, dated April 14th, 2026, confirming that the company's annual report, notice of annual meeting of shareholders, proxy statement, and proxy card were all made available beginning on April 2nd, 2026 to each shareholder of record at the close of business on the record date.
Today, there are present in person or by proxy the holders of at least 116,322,393 shares or 91.02% of the 127,795,413 shares entitled to vote at this meeting. Accordingly, a quorum is present. This meeting is duly convened for the purposes of transacting business properly before it.
Thank you, Susan. It is now 10:04 A.M. Central Time, and the polls are now open. As a reminder, shareholders should vote soon as the polls will close on all matters immediately after the presentation and discussion of today's proposals. The next order of business is a brief description of the matters properly brought before this meeting. All of the following proposals are listed in the meeting agenda and are described in the proxy materials. We have four proposals which I will briefly describe. The board recommends you vote for each of proposals one, two, and three and a vote against proposal four. The first proposal is the election of nine directors to the board of directors for a term expiring at the end of 2027 annual meeting of shareholders.
The second proposal is an advisory vote to approve the compensation of our executive officers identified in the proxy statement or the say on pay vote. The third proposal is the ratification of PricewaterhouseCoopers LLP's appointment to serve as Flowserve's independent registered public accounting firm for 2026. The fourth proposal is a shareholder proposal that will be presented by Cam Franklin on behalf of John Chevedden. We now request that the line be unmuted so that proposal may be presented.
Good morning. Can you hear me okay?
Yes. Yes, we can.
Okay. Proposal Four, shareholders say on stock repurchases, sponsored by John Chevedden. Shareholders ask Flowserve to conduct an annual advisory shareholder vote regarding Flowserve stock repurchases on the same ballot that Flowserve uses for its say on executive pay proposal. Stock repurchases have become more common in recent years and surpassed dividends 20 years ago in dollar amount. Downsides of stock repurchases include using cash that could be invested in growth and artificially inflating earnings per share to boost executive pay. Stock repurchases can also signal a lack of future growth prospects, and companies may use debt to finance them, potentially creating financial instability. Flowserve repurchased over $140 million worth of shares during Q3 2025 alone. As for October 2025, Flowserve had $200 million of authorization still available under its share repurchase plan. Please vote yes.
Shareholders say on stock repurchases, proposal number four. Thank you.
Thank you, Ms. Franklin, for presenting the proposal and your comments. The board recommends a vote against this proposal for the reasons set out in the proxy statement. We'll now see if there are any questions or comments directly related to the business of the meeting.
Mr. Garrison, we do have one question from a shareholder related to the business of this meeting, and that question is how much in share buybacks in 2026 compared to 2025?
Yeah. Thank you, Shakeeb . In 2025, we bought back nearly roughly 4.9 million shares at an average price of $52 per share. Obviously, we're in the process of 2026, and we're in the middle of the year. As we progress and think about share repurchase, we put that in the lens of capital allocation, and we really are looking for what we believe is the best return between investing in our business, potential acquisitions, or repurchasing of our shares. Just as a reminder, in 2025, we received about approximately $260 million of termination fee from the Chart transaction. We thought that was prudent to put that money to work in share repurchase.
Mr. Garrison, at this time, there are no further questions from our shareholders directly related to the business of the meeting.
We will close the poll shortly. As a reminder, if you previously voted by the internet or telephone, or if you delivered your proxy card, your shares will be voted accordingly, and you do not need to vote today unless you wish to change your vote. It is 10:09 A.M. Central Time, and I now declare the polls are closed. Mrs. Hudson, will you please give us the preliminary voting results?
The preliminary report of the Inspector of Elections shows that for Proposal One, each of our director nominees received at least 93.5% of the votes cast on this proposal in favor of his or her election. For Proposal Two, of the shares of common stock voted on this proposal, approximately 94.1% were voted in favor of approving the compensation of our named executive officers. For Proposal Three, of the shares of common stock voted on this proposal, approximately 92.5% were voted to ratify the appointment of PricewaterhouseCoopers. For Proposal Four of the shares of common stock voted on this proposal, approximately 96.3% were voted against the shareholder proposal.
Any votes submitted before the polls closed but not reflected in the preliminary report will be reflected in the final report of the Inspector of Elections and will be reported to shareholders on a Form 8-K.
Thank you, Susan. The results indicate that Flowserve shareholders have elected each of the director nominees, approved Proposals Two and Three, and did not approve Proposal Four. As there is no further official business, we now adjourn the formal portion of the meeting. We will now address questions not directly related to the business of the meeting that comply with our meeting rules of conduct posted on our virtual meeting website. Each shareholder will be limited to a total of three questions. No more than one question may be on a single topic. If you have not already submitted your questions, please do so now. Shakeeb has been monitoring the submitted questions and will, time permitting, read each question appropriate for the discussion at this meeting. Scott, with the support of the members of the management as needed, will respond.
Mr. Meyer, are there any questions from our shareholders?
Yes, John. We do have one question currently, and the question is: Are there types of business that Flowserve might like to acquire or divest?
Absolutely. We are currently in the process of a previously announced, acquisition, and it's the Trillium Valve business.
We continue to expect to close that transaction sometime around mid-year. As a reminder, the Trillium business comes with a very strong nuclear offering as well as strong aftermarket. It fits our growth strategy as well as our desire to continue to support our existing customers. We're excited to welcome the Trillium team to Flowserve. We need to finish the closing process, and again, we expect to do that by mid-year. As we think forward on acquisitions, we have a filter of, you know, a framework of how we think about what deals might make sense. First, we want to accelerate our growth strategy and the 3D strategy. We also wanna make sure that it has attractive financial returns.
We do believe that investment grade is something that we would like to maintain as we go forward. On the divestment front, we've divested a few very small businesses as part of our 80/20 or complexity reduction program. Every year, we recut our data to support 80/20, and we'll continue to evaluate whether the businesses, these smaller businesses fit in our portfolio or not. I would expect us to continue with relatively small divestitures as we go forward.
Thank you, Scott. At this time, there are no more questions from our shareholders to be discussed at this meeting.
Thank you, Shakeeb. Before we conclude our annual meeting, I wanna take a moment to recognize our two outstanding board members who did not stand for re-election at this annual meeting. Ken Siegel is leaving the Flowserve Board after four years of service, and I wanna thank him for all of his contributions. Gayla Delly is leaving the board after 18 years, and I wanna thank her for playing an integral role in helping to guide Flowserve through many strategic initiatives. Thank you both for your service to the company and all of your contributions.
Thank you, Scott. I would like to echo your thoughts on both Ken and Gayla. Thank you to both of you for the contributions to Flowserve. That concludes our 2026 annual meeting.
Ladies and gentlemen, this concludes today's event. You may now disconnect.