SPX FLOW, INC. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2022-04-05: Form 8-K; Period of report 2022-04-04; Description 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events; Details 1.02.
- 2022-03-03: Form 8-K; Period of report 2022-03-03; Description 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events; Details 5.07.
- 2022-03-01: Form 8-K; Period of report 2022-03-01; Description 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans; Details 5.04.
- 2022-02-24: Form 8-K; Period of report 2022-02-24; Description 8.01 Other Events; Details 8.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2022-04-05 | 8-K | 2022-04-04 | 1.02 Termination of a Material Definitive Agreement; 2.01 Completion of Acquisition or Disposition of Assets; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 8.01 Other Events | 1.02 In connection with the completion of the Merger, on the Closing Date, FLOW repaid in full and terminated its Second Amended and Restated Credit Agreement, dated as of August 3, 2021, among FLOW, the foreign subsidiary borrowers from time to time party thereto, the lenders party thereto and Bank of America, N.A., as administrative agent (as amended, restated, amended and restated, supplemented or otherwise modified prior to the Closing Date, the “Bank of America Credit Agreement”). 2.01 On the Closing Date, FLOW completed its previously announced Merger with Parent and Merger Sub. 2.04 The information set forth in the Introductory Notes and under Item 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 3.01 On the Closing Date, FLOW notified the New York Stock Exchange (the “NYSE”) of the effectiveness of the Merger. 3.03 The information set forth in the Introductory Notes and under Items 2.01, 3.01 and 5.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 On the Closing Date and as a result of the Merger, a change in control of FLOW occurred and FLOW became a wholly-owned subsidiary of Parent, as described in Item 2.01 of this Current Report on Form 8-K, which Item 2.01 is incorporated herein by reference. 5.02 In connection with the Merger, each of Robert F. Hull, Majdi B. Abulaban, Anne K. Altman, Patrick D. Campbell, Marcus G. Michael, Jonathan Pratt, Suzanne B. Rowland, David V. Singer, and Sonya M. Roberts, resigned from his or her respective position as a member of the FLOW board of directors, and any committees thereof, effective at the Effective Time. 5.03 At the Effective Time, pursuant to the Merger Agreement, the certificate of incorporation of FLOW in effect immediately prior to the Effective Time was amended and restated in its entirety and became the amended and restated certificate of incorporation of FLOW, the surviving corporation, as set forth in Exhibit 3.1 and is incorporated by reference in this Item 5.03. 8.01 On the Closing Date, FLOW issued a press release announcing the completion of the Merger, a copy of which is attached hereto as Exhibits 99.1. | spxf-20220404.htm |
| 2022-03-03 | 8-K | 2022-03-03 | 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 5.07 As previously disclosed, on December 12, 2021, SPX FLOW, Inc., a Delaware corporation (the “Company” or “FLOW”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), with LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company (“Parent”), Redwood Star Merger Sub, Inc., a Delaware corporation and wholly-owned subsidiary of Parent (“Merger Sub”), providing for, on the terms and subject to the conditions therein, the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. 8.01 On March 3, 2022, FLOW issued a press release announcing the results of the Special Meeting, a copy of which is attached hereto as Exhibits 99.1. | spxf-20220303.htm |
| 2022-03-01 | 8-K | 2022-03-01 | 5.04 Temporary Suspension of Trading Under Registrant's Employee Benefit Plans | 5.04 On March 1, 2022, SPX FLOW, Inc. (“SPX FLOW”) received a notice required by Section 101(i)(2)(E) of the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), regarding a blackout period under the SPX FLOW Retirement Savings Plan (the “Plan”). | spxf-20220301.htm |
| 2022-02-24 | 8-K | 2022-02-24 | 8.01 Other Events | 8.01 As previously disclosed, on December 12, 2021, SPX FLOW, Inc., a Delaware corporation (“FLOW” or the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), by and among LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company (“Parent”), Redwood Star Merger Sub, Inc., a Delaware corporation and wholly owned subsidiary of Parent (“Merger Sub”), providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | spxf-20220224.htm |
| 2022-02-16 | 8-K | 2022-02-16 | 2.02 Results of Operations and Financial Condition | 2.02 On February 16, 2022, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20220216.htm |
| 2021-12-22 | 8-K | 2021-12-22 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 As previously disclosed, on December 12, 2021, SPX FLOW, Inc., a Delaware corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company (“Parent”), and Redwood Star Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent. | spxf-20211222.htm |
| 2021-12-15 | 8-K | 2021-12-15 | 1.01 Entry into a Material Definitive Agreement | 1.01 Entry into a Material Definitive Agreement. | spxf-20211215.htm |
| 2021-12-13 | 8-K | 2021-12-13 | 8.01 Other Events | 8.01 On December 13, 2021, SPX FLOW, Inc., a Delaware corporation (the “Company”), issued a press release announcing the entry into an Agreement and Plan of Merger (the “Merger Agreement”), by and among LSF11 Redwood Acquisitions, LLC, a Delaware limited liability company (“Parent”), Redwood Star Merger Sub, Inc., a Delaware corporation (“Merger Sub”), and the Company, providing for the merger of Merger Sub with and into the Company (the “Merger”), with the Company surviving the Merger as a wholly owned subsidiary of Parent. | spxf-20211213.htm |
| 2021-11-10 | 8-K | 2021-11-10 | 2.02 Results of Operations and Financial Condition | 2.02 On November 10, 2021, SPX FLOW, Inc. (the “Company,” "we" or "our") issued the press release furnished as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20211110.htm |
| 2021-08-04 | 8-K | 2021-08-04 | 2.02 Results of Operations and Financial Condition | 2.02 On August 4, 2021, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20210804.htm |
| 2021-08-03 | 8-K | 2021-08-03 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 8.01 Other Events | 2.03 The information disclosed above under Item 1.01 is incorporated herein by reference. 8.01 On August 3, 2021, the Company issued an irrevocable notice of redemption (the “Notice”) with respect to its 5.875% Senior Notes due 2026 (the “2026 Notes”). | spxf-20210803.htm |
| 2021-06-17 | 8-K | 2021-06-17 | 8.01 Other Events | 8.01 On June 17, 2021, SPX FLOW, Inc. (the “Company”) announced that its Board of Directors has declared a quarterly dividend on the Company’s common stock of $0.09 per share, payable on July 14, 2021 to stockholders of record as of the close of business on June 30, 2021. | spxf-20210617.htm |
| 2021-05-13 | 8-K | 2021-05-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 SPX FLOW, Inc. (the “Company”) held its 2021 Annual Meeting of Stockholders on May 12, 2021 (the “Annual Meeting”). | spxf-20210512.htm |
| 2021-05-05 | 8-K | 2021-05-05 | 2.02 Results of Operations and Financial Condition | 2.02 On May 5, 2021, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20210505.htm |
| 2021-04-19 | 8-K | 2021-04-14 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On April 14, 2021, Dwight A.K. Gibson, Chief Commercial Officer of SPX FLOW, Inc. (the “Company”), notified the Company of his decision to resign as an officer and employee of the Company. | spxf-20210414.htm |
| 2021-03-11 | 8-K | 2021-03-11 | 7.01 Regulation FD Disclosure | 7.01 On March 11, 2021, SPX FLOW, Inc. (the “Company”) presented materials at its investor day, including prospective financial information. | spxf-20210311.htm |
| 2021-03-10 | 8-K | 2021-03-10 | 8.01 Other Events | 8.01 On March 10, 2021, SPX FLOW, Inc. (the “Company”) announced that its Board of Directors has declared a quarterly dividend on the Company’s common stock of $0.09 per share, payable on April 14, 2021 to stockholders of record as of the close of business on March 24, 2021. | spxf-20210310.htm |
| 2021-02-10 | 8-K | 2021-02-10 | 2.02 Results of Operations and Financial Condition | 2.02 On February 10, 2021, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20210210.htm |
| 2021-01-21 | 8-K | 2021-01-19 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 19, 2021, the Board of Directors of SPX FLOW, Inc. (the “Company”) expanded the size of the Board of Directors from nine to ten members and elected Sonya M. Roberts to fill the vacancy created by this increase in the size of the Board of Directors. | spxf-20210119.htm |
| 2020-12-08 | 8-K | 2020-12-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 2, 2020, Belinda G. Hyde, Vice President and Chief Human Resources Officer of SPX FLOW, Inc. (the “Company”), notified the Company of her decision to resign as an officer and employee of the Company in order to accept a position with another firm. | spxf-20201202.htm |
| 2020-10-28 | 8-K | 2020-10-28 | 2.02 Results of Operations and Financial Condition | 2.02 On October 28, 2020 , SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20201028.htm |
| 2020-08-24 | 8-K | 2020-08-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 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. | spxf-20200820.htm |
| 2020-07-29 | 8-K | 2020-07-29 | 2.02 Results of Operations and Financial Condition | 2.02 On July 29, 2020, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20200729.htm |
| 2020-07-16 | 8-K | 2020-07-16 | 8.01 Other Events | 8.01 On July 16, 2020, SPX FLOW, Inc. (the “Company”) issued an irrevocable notice of redemption (the “Notice”) with respect to its 5.625% Senior Notes due 2024 (the “2024 Notes”). | spxf-20200716.htm |
| 2020-05-12 | 8-K | 2020-05-12 | 2.02 Results of Operations and Financial Condition | 2.02 On May 12, 2020, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20200512.htm |
| 2020-05-07 | 8-K | 2020-05-06 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 SPX FLOW, Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders on May 6, 2020 (the “Annual Meeting”). | spxf-20200506.htm |
| 2020-05-06 | 8-K | 2020-05-05 | 8.01 Other Events | 8.01 SPX FLOW, Inc. (the “Company,” “we” or “us”) is furnishing this Form 8-K pursuant to the Order (the “Order”) issued by the Securities and Exchange Commission (the “Commission”) on March 25, 2020 (Release No. 34-88465) under Section 36 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). | spxf-20200505.htm |
| 2020-04-03 | 8-K | 2020-03-30 | 2.01 Completion of Acquisition or Disposition of Assets; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 2.01 As previously announced, on November 24, 2019, SPX FLOW, Inc. (the “Company”) entered into a Purchase and Sale Agreement (the “Sale Agreement”) with Boardwalk Parent LLC, a Delaware limited liability company (the “Buyer”) and an affiliate of Apollo Global Management, LLC, pursuant to which the Company agreed to, indirectly through certain of its subsidiaries, sell certain businesses of the Company’s former Power and Energy reportable segment (other than Bran+Luebbe brand products) (collectively, the “P&E Business”) to the Buyer (the “Transaction”). 5.02 On March 30, 2020, the employment of Jose Larios as the Company’s President, Power & Energy, was terminated to permit him to accept employment with an affiliate of the Buyer in connection with the Transaction. | spxf-20200330.htm |
| 2020-03-30 | 8-K | 2020-03-30 | 8.01 Other Events | 8.01 On March 30, 2020, SPX FLOW, Inc. (the “Company”) issued a press release in which it announced, among other things: (i) the completion of the sale of certain businesses of the Company’s former Power and Energy reportable segment (other than Bran+Luebbe brand products) to funds managed by affiliates of Apollo Global Management, Inc. with the Company receiving net proceeds totaling approximately $400 million after adjustments, fees and taxes and increasing its liquidity to over $1.1 billion (including over $600 million of cash on hand and a $500 million undrawn, global revolver), (ii) the Company is targeting total debt reduction in 2020 of $300 million, to approximately $400 million, and (iii) the Company’s Board of Directors authorized a $150 million share repurchase program over a period expiring December 31, 2021. | spxf-20200330.htm |
| 2020-02-11 | 8-K | 2020-02-11 | 2.02 Results of Operations and Financial Condition | 2.02 On February 11, 2020, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | spxf-20200211.htm |
| 2019-11-25 | 8-K | 2019-11-21 | 1.01 Entry into a Material Definitive Agreement; 2.06 Material Impairments; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 2.06 As a result of, and as of the date of the Purchase Agreement, the Company concluded that a material charge is required related to the net assets held for sale, including relevant foreign currency translation adjustment balances, of the P&E Business and accordingly anticipates recording a pre-tax non-cash impairment charge of approximately $160 million as a component of the results of discontinued operations during its quarter ending December 31, 2019. 5.02 On November 21, 2019, the Compensation Committee of the Company’s Board of Directors waived certain eligibility conditions applicable to Jose Larios, President, Power & Energy, under the Company’s annual cash bonus plan for the 2019 annual performance period (the “2019 Bonus Plan”) and related to his long-term equity-based incentive awards for the three-year performance period ending on December 31, 2019 (the “Performance Awards”). 7.01 On November 25, 2019, the Company issued a press release announcing the entry into the Purchase Agreement. | a8-kboardwalk.htm |
| 2019-10-30 | 8-K | 2019-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2019, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q32019earningsreleasef.htm |
| 2019-08-06 | 8-K | 2019-08-06 | 2.02 Results of Operations and Financial Condition | 2.02 On August 6, 2019, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q22019earningsreleaseform8.htm |
| 2019-07-08 | 8-K | 2019-07-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On July 2, 2019, SPX FLOW, Inc. (the “Company”) entered into a letter agreement (the “agreement”) with its President, Power & Energy, Jose Larios (the “Executive”), with respect to certain compensation matters in connection with the proposed divestiture of the Power & Energy business segment (the “Power & Energy business”), as discussed in the Company’s Form 8-K dated May 2, 2019 reporting matters under Items 7.01 and 9.01. | a070819form8-kxitem502.htm |
| 2019-07-01 | 8-K | 2019-06-27 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 The information disclosed above under Item 1.01 is incorporated herein by reference. | a070119form8-kxitem101.htm |
| 2019-05-09 | 8-K | 2019-05-06 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.07 Submission of Matters to a Vote of Security Holders | 5.02 On May 6, 2019, Terry S. Lisenby, a director of SPX FLOW, Inc. (the “Company”), notified the Company’s Board of Directors of his decision to retire as a director of the Company effective at the Company’s 2019 Annual Meeting of Stockholders on May 8, 2019 (the “Annual Meeting”). 5.07 The Company held the Annual Meeting on May 8, 2019. | item502507-2019shareholder.htm |
| 2019-05-02 | 8-K | 2019-05-02 | 7.01 Regulation FD Disclosure | 7.01 On May 2, 2019, SPX FLOW, Inc. (the “Company”) issued a press release announcing the approval by the Company’s Board of Directors of a multi-phase, strategic plan to build a premier process solutions enterprise, which plan includes divesting the vast majority of the Company’s Power and Energy segment. | a050219form8-kxitem701.htm |
| 2019-05-02 | 8-K | 2019-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2019, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q12019earningsreleaseform8.htm |
| 2019-03-01 | 8-K/A | 2018-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment No. 2 on Form 8-K/A (this “Amendment”) amends the Current Report on Form 8-K filed on December 17, 2018 (the “Initial Report”) by SPX FLOW, Inc. (the “Company”), as amended by Amendment No. 1 on Form 8-K/A filed by the Company on January 10, 2019 (the Initial report, as so amended, is referred to as the “Prior Report”). | a3119form8-kaxitem502.htm |
| 2019-02-05 | 8-K | 2019-02-05 | 2.02 Results of Operations and Financial Condition | 2.02 On February 5, 2019, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | fy2018earningsrelease8-k.htm |
| 2019-01-23 | 8-K | 2019-01-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On January 16, 2019, SPX FLOW, Inc. (the “Company”) entered into an agreement with its Vice President and Chief Financial Officer, Jaime M. Easley, governing his compensation in the event of termination in connection with a change in control of the Company. | a012219form8-kxitem502.htm |
| 2019-01-10 | 8-K/A | 2018-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed on December 17, 2018 (the “Prior Report”) by SPX FLOW, Inc. (the “Company”). | a11019form8-kaxitem502.htm |
| 2018-12-19 | 8-K | 2018-12-17 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 17, 2018, Jeremy W. Smeltser resigned as Vice President and Chief Financial Officer of SPX FLOW, Inc. (the “Company”). | a121918form8-kxitem502.htm |
| 2018-11-27 | 8-K | 2018-11-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 26, 2018, the Board of Directors of SPX FLOW, Inc. (the “Company”) expanded the size of the Board of Directors to nine members and elected Ms. Suzanne Rowland as an additional director. | a112718form8-kxitem502.htm |
| 2018-10-30 | 8-K | 2018-10-30 | 2.02 Results of Operations and Financial Condition | 2.02 On October 30, 2018, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q32018earningsreleaseform8.htm |
| 2018-08-01 | 8-K | 2018-08-01 | 2.02 Results of Operations and Financial Condition | 2.02 On August 1, 2018, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q22018earningsreleaseform8.htm |
| 2018-05-10 | 8-K | 2018-05-10 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders | 5.03 On May 9, 2018, following the adjournment of the 2018 Annual Meeting of Stockholders (the “Annual Meeting”) of SPX FLOW, Inc. (the “Company”) at which the Company’s stockholders approved amendments to the Company’s Amended and Restated Certificate of Incorporation to provide for the annual election of the Company’s Board of Directors and to eliminate supermajority stockholder voting requirements (collectively, the “Charter Amendments”), the Company’s Board of Directors approved amendments to the Company’s amended and restated by-laws to amend provisions otherwise inconsistent with the provisions of the Charter Amendments to conform to the provisions of the Charter Amendments. 5.07 The Company held the Annual Meeting on May 9, 2018. | item507-2018shareholdermee.htm |
| 2018-05-02 | 8-K | 2018-05-02 | 2.02 Results of Operations and Financial Condition | 2.02 On May 2, 2018, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q12018earningsreleaseform8.htm |
| 2018-04-30 | 8-K | 2018-04-30 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 8.01 Other Events | 5.02 On April 27, 2018, Mr. David Kowalski informed Marc Michael, President and Chief Executive Officer of SPX FLOW, Inc. (the “Company”) of his intention to retire from his role as President, Global Manufacturing Operations of the Company, effective in the second half of this year. 8.01 The Company also announced the appointment of Mr. Ty Jeffers as the Vice President, Global Manufacturing and Supply Chain, effective April 30, 2018. | a043018form8-kxitem502.htm |
| 2018-03-02 | 8-K | 2018-03-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.02 On March 1, 2018, the Board of Directors of SPX FLOW, Inc. (the “Company”) expanded the size of the Company’s Board of Directors to eight members and appointed Majdi B. Abulaban as a director. 5.03 On March 1, 2018, the Board of Directors of the Company amended the Company’s amended and restated by-laws to provide stockholders with the ability to nominate directors for inclusion in the Company’s proxy statement under certain conditions (“proxy access”). | a3217form8-kxitem502.htm |
| 2018-02-06 | 8-K | 2018-02-06 | 2.02 Results of Operations and Financial Condition | 2.02 On February 6, 2018, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | fy2017earningsrelease8-k.htm |
| 2017-11-01 | 8-K | 2017-11-01 | 2.02 Results of Operations and Financial Condition | 2.02 On November 1, 2017, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q32017earningsreleaseform8.htm |
| 2017-08-02 | 8-K | 2017-08-02 | 2.02 Results of Operations and Financial Condition | 2.02 On August 2, 2017, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q22017earningsreleaseform8.htm |
| 2017-07-24 | 8-K | 2017-07-24 | 2.02 Results of Operations and Financial Condition | 2.02 On July 24, 2017, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference, to revise the Company's Q2 and full year 2017 mid-point guidance for its operating results. | a8-kxq22017prexrelease.htm |
| 2017-05-12 | 8-K | 2017-05-12 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 SPX FLOW Inc. (the “Company”) held its Annual Meeting on May 10, 2017. | item507-2017shareholdermee.htm |
| 2017-05-03 | 8-K | 2017-05-03 | 2.02 Results of Operations and Financial Condition | 2.02 On May 3, 2017, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q12017earningsreleaseform8.htm |
| 2017-05-02 | 8-K | 2017-05-01 | 8.01 Other Events | 8.01 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. | item801.htm |
| 2017-03-08 | 8-K | 2017-03-07 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On March 2, 2017, Christopher J. Kearney informed the Board of Directors (the “Board”) of SPX FLOW, Inc. (the “Company”) of his intention to retire from his roles as a Director and the Chairman of the Board of the Company, effective as of the adjournment of the Annual Meeting of Stockholders to be held on or around May 10, 2017. | item502-kearney.htm |
| 2017-02-22 | 8-K/A | 2017-01-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment on Form 8-K/A (the “Amendment”) updates the Current Report on Form 8-K filed January 11, 2017 (the “Prior Report”) by SPX FLOW, Inc. (the “Company”). | a022217form8-kaxitem502.htm |
| 2017-02-08 | 8-K | 2017-02-08 | 2.02 Results of Operations and Financial Condition | 2.02 On February 8, 2017, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | fy2016earningsrelease8-k.htm |
| 2017-01-20 | 8-K/A | 2016-05-11 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 SPX FLOW Inc. (the “Company”) held its Annual Meeting on May 11, 2016. | item507-2016shareholdermee.htm |
| 2017-01-12 | 8-K | 2017-01-11 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 David J. Wilson ceased to serve as President, Industrial, of SPX Flow, Inc. (the “Company”) on January 11, 2017, and will leave the Company on January 31, 2017. | a011117form8-kxitem502.htm |
| 2016-12-16 | 8-K | 2016-12-16 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On December 16, 2016, SPX FLOW, Inc. (the “Company”) and certain of its subsidiaries entered into an amendment (the “Second Amendment”) to the Company’s existing Credit Agreement, dated as of September 1, 2015 and amended as of July 11, 2016 (the “Existing Credit Agreement” and, as amended by the Second Amendment, the “Credit Agreement”), by and among the Company, the foreign subsidiary borrowers party thereto, the lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as foreign trade facility agent, and Bank of America, N.A., as administrative agent (the “Administrative Agent”). 2.03 The information disclosed above under Item 1.01 is incorporated herein by reference. | a121616form8-kxitem101.htm |
| 2016-11-02 | 8-K | 2016-11-02 | 2.02 Results of Operations and Financial Condition | 2.02 On November 2, 2016, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q32016earningsreleaseform8.htm |
| 2016-10-17 | 8-K | 2016-10-17 | 2.02 Results of Operations and Financial Condition | 2.02 On October 17, 2016, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference, to revise the Company's Q3 2016 revenue, earnings per share, adjusted operating income, and adjusted earnings per share guidance and to provide an update on business trends. | a8-k.htm |
| 2016-08-11 | 8-K | 2016-08-10 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure | 1.01 On August 10, 2016, SPX FLOW, Inc. (the “Company”) completed its issuance and sale of $600 million in aggregate principal amount of senior unsecured notes comprised of one tranche of $300 million aggregate principal amount of 5.625% senior notes due 2024 (the “2024 Notes”) and one tranche of $300 million aggregate principal amount of 5.875% senior notes due 2026 (the “2026 Notes” and, together with the 2024 Notes, the “Notes”). 2.03 The information disclosed above under Item 1.01 is incorporated herein by reference. 7.01 Following the consummation of the offering of the Notes, the Company issued an irrevocable notice of redemption (the “Notice”) with respect to its 6.875% Senior Notes due 2017 (the “Existing Notes”). | item101203701901.htm |
| 2016-08-10 | 8-K | 2016-08-10 | 7.01 Regulation FD Disclosure | 7.01 Exhibit 99.1 and the information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act. | a20160810-item701901.htm |
| 2016-08-05 | 8-K | 2016-08-04 | 7.01 Regulation FD Disclosure | 7.01 Exhibit 99.1 and the information contained in this Item 7.01 shall not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or under the Exchange Act. | item701.htm |
| 2016-08-03 | 8-K | 2016-08-03 | 7.01 Regulation FD Disclosure | 7.01 On August 3, 2016, SPX FLOW, Inc. (the “Company”) issued a press release relating to the proposed offering of $600 million in aggregate principal amount of senior unsecured notes (the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons in accordance with Regulation S under the Securities Act. | item701801901.htm |
| 2016-08-03 | 8-K | 2016-08-03 | 2.02 Results of Operations and Financial Condition | 2.02 On August 3, 2016, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q22016earningsreleaseform8.htm |
| 2016-08-03 | 8-K | 2016-08-02 | 8.01 Other Events | 8.01 Beginning January 2016, the internal reporting structure of SPX FLOW, Inc. and its consolidated subsidiaries (“SPX FLOW,” ‘‘the Company,’’ “we,” “us,” or “our”) was changed to more precisely present reportable segment revenue and income in certain countries where we conduct business across multiple end markets. | item202.htm |
| 2016-07-12 | 8-K | 2016-07-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 1.01 On July 11, 2016, SPX FLOW, Inc. (the “Company”) and certain of its subsidiaries entered into an amendment (the “First Amendment”) to the Company’s existing Credit Agreement, dated as of September 1, 2015 (the “Existing Credit Agreement” and, as amended by the First Amendment, the “Credit Agreement”), by and among the Company, the foreign subsidiary borrowers party thereto, the lenders party thereto, Deutsche Bank AG Deutschlandgeschäft Branch, as foreign trade facility agent, and Bank of America, N.A., as administrative agent (the “Administrative Agent”). 2.03 The information disclosed above under Item 1.01 is incorporated herein by reference. | form8-kxitem101.htm |
| 2016-05-17 | 8-K | 2016-05-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 SPX FLOW Inc. (the “Company”) held its Annual Meeting on May 11, 2016. | item507-2016shareholdermee.htm |
| 2016-05-04 | 8-K | 2016-05-04 | 2.02 Results of Operations and Financial Condition | 2.02 On May 4, 2016, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | q12016earningsreleaseform8.htm |
| 2016-03-07 | 8-K | 2016-03-04 | 8.01 Other Events | 8.01 On March 2, 2016, the SPX FLOW Inc. (the “Company”) Board of Directors approved a form stock award agreement for non-employee directors under the SPX FLOW Stock Compensation Plan, under which future equity awards to the Company’s non-employee directors will be made. | item801-otherevents.htm |
| 2016-02-10 | 8-K | 2016-02-10 | 2.02 Results of Operations and Financial Condition; 2.05 Costs Associated with Exit or Disposal Activities | 2.02 On February 10, 2016, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. 2.05 On February 10, 2016, the Company announced its intent to further optimize its global footprint, streamline business processes and reduce selling, general and administrative expense through a global realignment program. | fy2015earningsrelease8-k.htm |
| 2016-01-08 | 8-K/A | 2016-01-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed on November 23, 2015 as amended by the Form 8-K/A filed December 22, 2015 (the “Prior Report”) by SPX FLOW, Inc. (the “Company”). | form8-kxjanuary82016.htm |
| 2015-12-31 | 8-K/A | 2015-12-26 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed December 9, 2015 (the “Prior Report”) by SPX FLOW, Inc. (the “Company”). | item502-xdecember312015.htm |
| 2015-12-22 | 8-K/A | 2015-12-16 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 This Amendment No. 1 on Form 8-K/A (the “Amendment”) amends the Current Report on Form 8-K filed on November 23, 2015 (the “Prior Report”) by SPX FLOW, Inc. (the “Company”). | item502-xdecember222015.htm |
| 2015-12-09 | 8-K | 2015-12-04 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On December 4, 2015, J. Michael Whitted, former Vice President, Corporate Development of SPX FLOW, Inc. (the “Company”) left the Company pursuant to a restructuring of the Company’s Corporate Development function. | item502.htm |
| 2015-11-23 | 8-K | 2015-11-20 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 20, 2015, Christopher J. Kearney informed the Board of Directors (the “Board”) of SPX FLOW, Inc. (the “Company”) of his intention to retire from his roles as the Company’s President and Chief Executive Officer on or around December 31, 2015. | form8-k112315.htm |
| 2015-11-06 | 8-K | 2015-11-02 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 2, 2015, Robert B. Foreman informed SPX FLOW, Inc. (the “Company”) of his intention to retire from his role as the Company’s Executive Vice President on or around December 31, 2015. | reportonform8-k.htm |
| 2015-10-28 | 8-K | 2015-10-28 | 2.02 Results of Operations and Financial Condition | 2.02 On October 28, 2015, SPX FLOW, Inc. (the “Company”) issued the press release attached as Exhibit 99.1 hereto and incorporated herein by reference. | form8-k.htm |
| 2015-10-26 | 8-K | 2015-10-21 | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year | 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year. | a15-21502_18k.htm |
| 2015-09-28 | 8-K | 2015-09-22 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year; 5.07 Submission of Matters to a Vote of Security Holders; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.03 The information provided under Item 1.01 above is incorporated by reference into this Item 2.03. 3.03 The information provided under Item 5.03 below is incorporated herein by reference into this Item 3.03. 5.01 The information provided under Item 1.01 above is incorporated herein by reference into this Item 5.01. 5.02 On September 11, 2015, when the SPX FLOW Registration Statement on Form 10 was declared effective by the Securities and Exchange Commission, the members of the Board of Directors of SPX FLOW (the “Board”) consisted of Jeremy W. Smeltser, Stephen A. Tsoris and Stephen R. Winslow. 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal year. 5.07 On September 21, 2015, SPX, the sole stockholder of SPX FLOW, executed a written consent of stockholders in lieu of an annual meeting. 8.01 SPX FLOW issued a press release on September 28, 2015 announcing that it completed the Spin-Off, a copy of which is attached as Exhibit 99.1 hereto and is incorporated herein by reference. | a15-20291_18k.htm |
| 2015-09-28 | 8-K | 2015-09-28 | 2.02 Results of Operations and Financial Condition | 2.02 On September 28, 2015, SPX FLOW, Inc. made the information attached hereto as Exhibit 99.1 available on its website, www.spxflow.com. | a15-20291_28k.htm |