SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
Filed by the Registrant ☒
Filed by a Party other than the Registrant
Check the appropriate box:
Preliminary Proxy Statement
Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
Definitive Proxy Statement
Definitive Additional Materials
Soliciting Material under §240.14a-12
SPX FLOW, Inc.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
No fee required.
Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
Title of each class of securities to which transaction applies:
SPX FLOW common stock, par value $0.01 per share.
Aggregate number of securities to which transaction applies:
The maximum number of shares of common stock to which this transaction applies is estimated to be 43,038,284, which consists of (a) 42,041,587 shares of common stock outstanding (excluding outstanding shares of restricted stock); (b) 15,801 shares of common stock issuable upon exercise of stock options with exercise prices below $86.50 per share; and (c) 980,896 shares of common stock underlying outstanding restricted stock, restricted stock units and performance-based stock units entitled to receive the per share merger consideration of $86.50, in each case as of January 6, 2022.
Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
Solely for the purpose of calculating the filing fee, the underlying value of the transaction was calculated based on the sum of (a) the product of 42,041,587 shares of common stock and the per share merger consideration of $86.50; (b) options to purchase 15,801 shares of common stock with exercise prices below $86.50 per share multiplied by $25.21 (the difference between $86.50 and the weighted average exercise price of $61.29 per share) and (c) the product of 980,896 shares of common stock underlying restricted stock, restricted stock units and performance-based stock units and the per share merger consideration of $86.50.
Proposed maximum aggregate value of transaction:
Total fee paid:
Fee paid previously with preliminary materials.
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
Amount Previously Paid:
Form, Schedule or Registration Statement No.: