8-K 1 item801.htm 8-K - ITEM 8.01 Document




 
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):  May 1, 2017
 
SPX FLOW, INC.
(Exact name of registrant as specified in its charter)
 
DELAWARE
(State or other jurisdiction of
incorporation)
 
1-37393
(Commission File Number)
 
47-3110748
(IRS Employer
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
 
NOT APPLICABLE
(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:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o    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 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. o

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 8.01. Other Events
At the 2018 annual meeting of stockholders (the “2018 Annual Meeting”) of SPX FLOW Inc. (the “Company”), the Company intends to include management proposals in the proxy statement for the 2018 Annual Meeting to (i) amend the Company’s certificate of incorporation and its bylaws to declassify the Board of Directors, and (ii) remove the related requirement that an affirmative vote of holders of at least 80% of the voting power of all then outstanding shares of the Company's capital stock be required to approve certain amendments to the Company’s certificate of incorporation or its bylaws.

SIGNATURE
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.
 
 
 
SPX FLOW, INC.
 
 
 
 
Date: May 1, 2017
 
By:
 /s/ Stephen A. Tsoris    
 
 
 
Stephen A. Tsoris
 
 
 
Vice President, Secretary, and General Counsel