SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of report (Date of earliest event reported): August 20, 2020
SPX FLOW, INC.
(Exact Name of Registrant as specified in Charter)
|(State or Other Jurisdiction of|| ||(Commission File Number)|| ||(I.R.S. Employer|
|Incorporation)|| || || ||Identification No.)|
13320 Ballantyne Corporate Place
Charlotte, North Carolina 28277
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code (704) 752-4400
(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))|
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, Par Value $0.01||FLOW||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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. o
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
On August 20, 2020, the Board of Directors of SPX FLOW, Inc. (the “Company”) expanded the size of the Board of Directors from eight to nine members and elected Jonathan M. Pratt as an additional director. Mr. Pratt will stand for election as a director at the Company’s 2021 annual meeting of stockholders, at which point all directors are to be elected for terms expiring at the next succeeding annual meeting of stockholders. The Board has also appointed Mr. Pratt to serve on the Company’s Audit Committee, Compensation Committee, and Nominating & Governance Committee.
For 2020, Mr. Pratt will receive a pro-rata portion of the $70,000 annual retainer for independent directors, based on his time of service this year. He will also receive a pro-rata grant of restricted stock based on his time of service prior to the 2021 annual meeting of stockholders and this grant of restricted stock will be issued on the same terms as other non-employee directors.
A press release issued by the Company on August 24, 2020 announcing the election of Mr. Pratt is filed as Exhibit 99.1 hereto.
Item 9.01. Financial Statements and Exhibits.
|Exhibit No.|| ||Description|
| || || |
| ||Press Release dated August 24, 2020|
|104||Cover Page Interactive Data File (embedded in the cover page formatted in Inline XBRL)|
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.
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| || ||SPX FLOW, Inc.|
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|Date: August 24, 2020||By:||/s/ Peter J. Ryan|
| || ||Peter J. Ryan|
| || ||Vice President, Secretary and General Counsel|
SPX FLOW Appoints Jonathan M. Pratt to Board of Directors
CHARLOTTE, N.C., August 24, 2020 -- SPX FLOW, Inc. (NYSE:FLOW), a leading provider of process solutions, has appointed Jonathan M. Pratt as an additional independent director effective August 20, 2020.
“Mr. Pratt’s global experience and demonstrated leadership in the life sciences sector will offer great value to SPX FLOW as we seek to expand our presence in this market. He also has extensive knowledge in both the food and beverage and industrial markets, which is an excellent fit with our Company strategy,” said Anne Altman, Board of Directors Member and Chair of the Nominating & Governance Committee, which led the search. “Additionally, Mr. Pratt is aligned to our focus on people and culture, creating an outstanding customer experience and high return on investment. He is a transformational, people-oriented leader with an impressive record of driving profitable growth.”
Mr. Pratt is Senior Vice President at Waters Corporation and President of its TA Instruments business. Previously, he held executive leadership positions at Danaher Corporation and Pall Corporation. He holds a B.S. degree in chemistry from the University of Reading, UK and an MBA from New York University’s Stern School of Business.
As part of the SPX FLOW Board, Mr. Pratt will be a member of the Audit, Compensation, and Nominating & Governance Committees.
SPX FLOW was advised in the search by Egon Zehnder.
About SPX FLOW, Inc.
Based in Charlotte, North Carolina, SPX FLOW, Inc. (NYSE: FLOW) innovates with customers to help feed and enhance the world by designing, delivering and servicing high value process solutions at the heart of growing and sustaining our diverse communities. The company's product offering is concentrated in process technologies that perform mixing, blending, fluid handling, separation, thermal heat transfer and other activities that are integral to processes performed across a wide variety of sanitary and industrial markets. SPX FLOW had approximately $1.5 billion in 2019 annual revenues and has operations in more than 30 countries and sales in more than 140 countries. To learn more about SPX FLOW, please visit www.spxflow.com.
Chief Communications Officer