##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 
 Form 10-K/A
 (AMENDMENT No. 1)
 þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the fiscal year ended April 30, 2009
 OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 For the transition period from       to
 Commission file number 0-12448
 
 FLOW INTERNATIONAL CORPORATION
 Washington
    
    91-1104842(State or other jurisdiction of
    
    (I.R.S. Employerincorporation or organization)
    
    Identification No.)
 23500  64th Avenue South
Kent, Washington 98032
(253) 850-3500
 
 Securities registered pursuant to Section 12(b) of the Act:
None
 Securities registered pursuant to Section 12(g) of the Act:
Common Stock $.01 Par Value
Preferred Stock Purchase Rights
 
 o þ
 o þ
 þ o
 o o
 þ
  Large accelerated filer o
    
    Accelerated filer þ
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o þ




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TABLE OF CONTENTS  PART IIIItem 10 Directors, Executive Officers and Corporate GovernanceItem 11 Executive CompensationItem 12 Security Ownership of Certain Beneficial Owners and Management and Related Stockholder MattersItem 13 Certain Relationships and Related Transactions, and Director IndependenceItem 14 Principal Accountant Fees and ServicesSIGNATURESEX-31.1EX-31.2    Table of Contents  Explanatory Note:
  2




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##### Table of Contents



PART III
 
 Item 10. Directors, Executive Officers and Corporate Governance
 Directors
  Charles M. Brown
 Jerry L. Calhoun
 Larry A. Kring
 J. Michael Ribaudo
 Kathryn L. Munro
 3




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##### Table of Contents



Richard P. Fox
 Lorenzo C. Lamadrid
 Arlen I. Prentice
 Committees of the Board of Directors
    Audit
    
    Compensation
    
    GovernanceRichard P. Fox*
    
    Jerry L. Calhoun*
    
    Kathryn L. Munro *Larry
A. Kring
    
    Lorenzo C. Lamadrid
    
    Jerry L. CalhounKathryn L. Munro
    
    Kathryn L. Munro
    
    Lorenzo C. LamadridJ. Michael Ribaudo
    
    Arlen I. Prentice
 4




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##### Table of Contents



*
    
    designates committee chairs Audit Committee. www.flowcorp.com
 Compensation and Plan Administrator Committee. www.flowcorp.com
 Nominating and Governance Committee. www.flowcorp.com
  Nominations for Directors
  Executive Officers
  Name
    
    Age
    
    PositionCharles M. Brown
    
    
    50
    
    
    President and Chief Executive OfficerAllen M. Hsieh
    
    
    49
    
    
    Vice President and Chief Financial OfficerKaren A. Carter
    
    
    44
    
    
    Vice President of Global OperationsJeffrey L. Hohman
    
    
    55
    
    
    Executive Vice President and General ManagerJohn S. Leness
    
    
    49
    
    
    General Counsel and Corporate SecretaryScott G. Rollins
    
    
    45
    
    
    Chief Information OfficerTheresa
S. Treat
    
    
    52
    
    
    Vice President of Human Resources
 5




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##### Table of Contents



Charles M. Brown
 Allen M. Hsieh
 Karen A. Carter
 Jeffrey L. Hohman
 John S. Leness
 Scott G. Rollins
 Theresa
S. Treat
 Compliance with Section 16 (a) of the Securities Exchange Act of 1934
  Professional Conduct Policy
 6




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##### Table of Contents



www.flowcorp.com
  
 Item 11. Executive Compensation
 Summary Compensation Table
  Non-EquityStock
    
    Option
    
    Incentive Plan
    
    All OtherSalary
    
    Bonus
    
    Awards
    
    Awards
    
    Compensation
    
    Compensation
    
    TotalName and Principal Position
    
    Year
    
    ($)
    
    ($)
    
    ($)(1)
    
    ($)(2)
    
    ($)(3)
    
    ($)
    
    ($)Charles M. Brown
    
    
    2009
    
    
    
    497,126
    
    
    
    
    
    
    
    234,627
    
    
    
    570,001
    (4)
    
    
    
    
    
    
    221,171
    (5)
    
    
    1,522,925Principal Executive Officer
    
    
    2008
    
    
    
    384,624
    
    
    
    
    
    
    
    
    
    
    
    272,661
    
    
    
    403,855
    
    
    
    83,830
    (6)
    
    
    1,144,970Allen M. Hsieh(7)
    
    
    2009
    
    
    
    150,000
    (8)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000Principal Financial OfficerDouglas P. Fletcher(9)
    
    
    2009
    
    
    
    168,181
    
    
    
    
    
    
    
    26,074
    (10)
    
    
    
    (10)
    
    
    
    
    
    
    30,891
    (11)
    
    
    225,146Former Principal Financial
Officer
    
    
    2008
    
    
    
    252,013
    
    
    
    
    
    
    
    39,110
    
    
    
    
    
    
    
    57,963
    
    
    
    12,983
    (12)
    
    
    362,0692007
    
    
    
    252,518
    
    
    
    
    
    
    
    39,110
    
    
    
    
    
    
    
    12,112
    
    
    
    10,465
    (13)
    
    
    303,740Jeffrey L. Hohman
    
    
    2009
    
    
    
    259,654
    
    
    
    
    
    
    
    139,694
    (14)
    
    
    22,500
    
    
    
    
    
    
    
    106,925
    (15)
    
    
    528,773Executive
Vice President and General Manager
    
    
    2008
    
    
    
    250,016
    
    
    
    
    
    
    
    123,715
    
    
    
    
    
    
    
    87,193
    
    
    
    10,464
    (16)
    
    
    471,3882007
    (17)
    
    
    120,199
    
    
    
    75,000
    (18)
    
    
    80,585
    
    
    
    
    
    
    
    37,500
    
    
    
    13,600
    (19)
    
    
    238,284Scott G. Rollins
    
    
    2009
    
    
    
    200,014
    
    
    
    
    
    
    
    35,210
    (20)
    
    
    10,000
    
    
    
    
    
    
    
    7,800
    (21)
    
    
    253,024Chief Information Officer
    
    
    2008
    
    
    
    200,013
    
    
    
    
    
    
    
    36,059
    
    
    
    
    
    
    
    41,253
    
    
    
    
    
    
    
    277,325Theresa S. Treat
    
    
    2009
    
    
    
    190,008
    
    
    
    
    
    
    
    7,601
    
    
    
    15,200
    
    
    
    
    
    
    
    14,290
    (22)
    
    
    227,099Vice President of Human Resources
    
    
    2008
    
    
    
    190,008
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    53,202
    
    
    
    
    
    
    
    243,210
 
 (1)
    
    This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2009 and, where
applicable, 2008 and 2007 fiscal years for the fair value of shares granted to each of the named executive officers in 2009 and, where
applicable, 2008 and 2007 fiscal years, in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude the impact of
estimated forfeitures related to service-based vesting conditions. For additional information, refer to Note 17  Stock-Based
Compensationof the Notes to the Consolidated Financial Statements included in Item 8, Financial Statements and Supplementary Data.
These amounts reflect the Companys accounting expense for these awards, and do not correspond to the actual value that will be
recognized by the named executive officers. Information regarding the shares of restricted stock granted to our named executive
officers during the 2009 fiscal year is set forth in the Grants of Plan-Based Awards Table. The Grants of Plan-Based Awards Table also
sets forth the aggregate grant date fair value of the restricted stock.(2)
    
    This column represents the dollar amount recognized for financial statement reporting purposes with respect to the 2009 and, where
applicable, 2008 and 2007 fiscal years for the fair value of stock options granted to each of the named executive officers in 2009
and, where applicable, 2008 and 2007 fiscal years in accordance with SFAS 123R. Pursuant to SEC rules, the amounts shown exclude the
impact of estimated forfeitures related to service-based vesting conditions. For additional information, refer to Note 17 
Stock-Based Compensationof the Notes to the Consolidated Financial Statements included in Item 8, Financial Statements and
Supplementary Data. These amounts reflect the Companys accounting expense for these awards, and do not correspond to the actual value
that will be recognized by the named executive officers. Information regarding the stock options granted to our named executive
officers during the 2009 fiscal year is set forth in the Grants of Plan-Based Awards Table. The Grants of Plan-Based Awards Table also
sets forth the aggregate grant date fair value of the stock options.(3)
    
    For fiscal 2009, the financial goals set forth in the CIP were not achieved and no payment was made under this plan. For additional
information on the 7




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##### Table of Contents



determination of the amounts related to Non-Equity Incentive Plan Compensation, see the discussion above in the
Compensation Discussion and Analysis entitled, Short-Term Incentive Plan.(4)
    
    Pursuant to his Employment Agreement, Mr. Brown was granted an award of options to purchase 200,000 shares of the Companys common
stock. Such grant has a term of 10 years and vests over a four year period at the rate of 25% per year. The fiscal 2009 option expense
related to this award was $345,000. The fiscal 2009 option award expense related to Mr. Browns EIP grant was $225,001.(5)
    
    This amount represents $194,742 paid for a relocation reimbursement, a $7,800 automobile allowance, $15,000 financial planning
allowance, and $3,628 in 401(k) matching funds.(6)
    
    This amount represents $67,780 paid for relocation reimbursement, a $4,800 automobile allowance and $11,250 paid for reimbursement for
financial planning services.(7)
    
    Allen M. Hsieh joined the Company on December 4, 2008 as interim Chief Financial Officer. On May 12, 2009, the Board of Directors
appointed Mr. Hsieh Flows Chief Financial Officer. Mr.
Hsieh received an equity grant of 40,486 shares pursuant to his
fiscal 2010 EIP grant.(8)
    
    This amount represents contract payments for services rendered from December 2008 through April 2009.(9)
    
    Effective December 5, 2009, Mr. Fletcher resigned as Chief Financial Officer.(10)
    
    Restricted stock and options that had not vested at the time of Mr. Fletchers resignation were forfeited.(11)
    
    This amount represents $4,002 in 401(k) matching funds, a $4,897 automobile allowance, and $21,992 accrued vacation paid at separation.(12)
    
    This amount represents $6,383 in 401(k) matching funds and a $6,600 automobile allowance.(13)
    
    This amount represents $3,264 in 401(k) matching funds and a $7,200 automobile allowance.(14)
    
    This amount represents $128,444 of fiscal 2009 expense related to Mr. Hohmans hire date restricted stock grant and $11,250
related to Mr. Hohmans fiscal 2009 EIP grant.(15)
    
    This amount represents $5,033 in 401(k) matching funds, a $7,800 automobile allowance, and 94,092 paid for a relocation reimbursement.(16)
    
    This amount represents $3,864 in 401(k) matching funds and a $6,600 automobile allowance.(17)
    
    Mr. Hohman joined the Company on November 1, 2006.(18)
    
    This amount represents a signing bonus.(19)
    
    This amount represents a $3,600 automobile allowance and a relocation allowance of $10,000.(20)
    
    This amount represents $30,210 of fiscal 2009 expense related to Mr. Rollins hire date restricted stock grant and $5,000
related to Mr. Rollins fiscal 2009 EIP grant.(21)
    
    This amount represents an automobile allowance.(22)
    
    This amount represents $6,490 paid in 401(k) matching funds and $7,800 paid for an automobile allowance. Grants of Plan-Based Awards
  All Other
    
    All OtherEstimated Future
    
    Stock
    
    Option
    
    ExerciseEstimated Future
    
    Payouts Under
    
    Awards:
    
    Awards:
    
    or Base
    
    Grant DatePayouts Under
    
    Equity
    
    number
    
    Number of
    
    Price of
    
    Fair ValueNon-Equity Incentive
    
    Incentive Plan
    
    of shares
    
    Securities
    
    Option
    
    of StockPlan Awards
    
    Awards
    
    of stock
    
    Underlying
    
    Awards
    
    and OptionGrant
    
    (1)
    
    (2)
    
    or units
    
    Options
    
    ($/Sh)
    
    AwardsName
    
    Date
    
    Target($)
    
    Maximum($)
    
    Target(#)
    
    (#)
    
    (#)
    
    (3)
    
    (4)($)Charles M. Brown
    
    
    5/1/2008
    
    
    
    347,988
    
    
    
    695,976
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    
    
    
    
    
    
    
    
    158,731
    
    
    
    
    
    
    
    
    
    
    
    9.77
    
    
    
    900,0055/7/2008
    
    
    
    
    
    
    
    
    
    
    
    96,060
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    544,660Allen M. Hsieh
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas P. Fletcher
    
    
    5/1/2008
    
    
    
    67,212
    
    
    
    134,424
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jeffrey L. Hohman
    
    
    5/1/2008
    
    
    
    116,844
    
    
    
    233,689
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    
    
    
    
    
    
    
    
    15,873
    
    
    
    
    
    
    
    
    
    
    
    9.77
    
    
    
    90,0005/7/2008
    
    
    
    
    
    
    
    
    
    
    
    4,606
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    26,116Scott G. Rollins
    
    
    5/1/2008
    
    
    
    50,004
    
    
    
    100,007
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    
    
    
    
    
    
    
    
    7,055
    
    
    
    
    
    
    
    
    
    
    
    9.77
    
    
    
    40,0025/7/2008
    
    
    
    
    
    
    
    
    
    
    
    2,047
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    11,606Theresa S. Treat
    
    
    5/1/2008
    
    
    
    76,003
    
    
    
    152,006
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    
    
    
    
    
    
    
    
    10,723
    
    
    
    
    
    
    
    
    
    
    
    9.77
    
    
    
    60,7995/7/2008
    
    
    
    
    
    
    
    
    
    
    
    3,112
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    17,645
 8




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##### Table of Contents



(1)
    
    These columns show what the potential payout for each named executive
officer was under the Short-Term Incentive Plan in fiscal 2009, if the
target, or maximum goals were satisfied for all performance measures. The
potential payouts were performance-driven and therefore completely at
risk. The payouts range from zero to two times the target bonus, depending
on the degree of target achievement. However, as noted above, for fiscal
2009, the financial goals were not achieved and no payment was made under
this plan. The business measurements, performance goals, and salary
multipliers for determining the payout are described in the Compensation
Discussion and Analysis, above. A column for threshold payments under
the Short-Term Incentive Plan has been omitted because the Short-Term
Incentive Plan does not have a threshold payment feature.(2)
    
    This column represents awards granted in fiscal 2009 to the named
executive officers under the Equity Incentive Plan (long-term
compensation) discussed in more detail in the Long-Term Compensation
section of the Compensation Discussion and Analysis. The Compensation
Committee determined that two-thirds of these awards would be in the form
of options, and one-third in restricted stock. Both the options and
restricted vest in equal annual installments over a four-year period. A
column for threshold and maximum payments under the Equity Incentive
Plan has been omitted because the Equity Incentive Plan does not have a
threshold or maximum award or payment feature.(3)
    
    This column shows the exercise price for the stock options granted
pursuant to the Equity Incentive Plan, which was the closing market price
of Company stock on the grant date indicated.(4)
    
    This column shows the full grant date fair value of grants under SFAS 123R. Outstanding Equity Awards at Fiscal Year-End
  Option Awards
    
    Stock AwardsNumber of
    
    Number of
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Market ValueSecurities
    
    Securities
    
    
    
    
    
    
    
    
    
    
    
    
    
    Shares or
    
    of Shares orUnderlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    
    
    
    
    Units of
    
    Units ofUnexercised
    
    Unexercised
    
    Option
    
    Option
    
    
    
    
    
    Stock That
    
    Stock thatGrant
    
    Options (#)
    
    Options (#)
    
    Exercise
    
    Expiration
    
    Grant
    
    Have Not
    
    Have NotName
    
    Date
    
    Exercisable
    
    Unexercisable
    
    Price ($)
    
    Date
    
    Date
    

Vested (#)
    
    Vested ($)Charles M. Brown
    
    
    5/7/2008
    
    
    
    
    
    
    
    158,731
    
    
    
    9.77
    
    
    
    5/7/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    96,060
    
    
    
    174,8297/16/2007
    
    
    
    50,000
    (1)
    
    
    150,000
    (1)
    
    
    11.40
    
    
    
    7/16/2017
    
    
    
    
    
    
    
    
    
    
    
    Allen M. Hsieh
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas P. Fletcher (2)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Jeffrey L. Hohman
    
    
    5/7/2008
    
    
    
    
    
    
    
    15,873
    
    
    
    9.77
    
    
    
    5/7/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    4,606
    
    
    
    8,383
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1/8/2007
    
    
    
    6,300
    
    
    
    11,466Scott G. Rollins
    
    
    5/7/2008
    
    
    
    
    
    
    
    7,055
    
    
    
    9.77
    
    
    
    5/7/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    2,047
    
    
    
    3,726
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    6/18/2007
    
    
    
    5,344
    
    
    
    9,726Theresa S. Treat
    
    
    5/7/2008
    
    
    
    
    
    
    
    10,723
    
    
    
    9.77
    
    
    
    5/7/2018
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5/7/2008
    
    
    
    3,112
    
    
    
    5,664
 
 (1)
    
    This option was granted pursuant to Mr. Browns employment agreement. These options
vest in equal annual installments over a four-year period. An additional 50,000 options
vested on July 16, 2009, the two-year anniversary date of the original grant.(2)
    
    All unvested stock and option awards of Mr. Fletcher were forfeited at the time of Mr.
Fletchers resignation. 9




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##### Table of Contents



Option Exercises and Stock Vested
  Option Awards
    
    Stock AwardsNumber of Shares
    
    
    
    
    
    Number of SharesAcquired on
    
    Value Realized on
    
    Acquired on
    
    Value Realized onExercise
    
    Exercise
    
    Vesting
    
    VestingName
    
    (#)
    
    ($)(1)
    
    (#)
    
    ($)(1)Charles M. Brown
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Allen M. Hsieh
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Douglas P. Fletcher
    
    
    
    
    
    
    
    
    
    
    3,360
    
    
    
    18,871Jeffrey L. Hohman
    
    
    
    
    
    
    
    
    
    
    2,500
    
    
    
    10,000Scott G. Rollins
    
    
    
    
    
    
    
    
    
    
    2,375
    
    
    
    11,174Theresa S. Treat
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The dollar amount realized upon vesting was calculated by multiplying
the number of shares of stock by the market value of the underlying
shares on the vesting date. Potential Payments upon Termination or Change in Control
    (i)
    
    Any person, excluding for this purpose, (i) the Company or any subsidiary of
the Company, or (ii) any employee benefit plan of the Company or any subsidiary of the
Company, or any person or entity organized, appointed or established by the Company for
or pursuant to the terms of any such plan which acquires beneficial ownership of voting
securities of the Company, is or becomes the beneficial owner, directly or indirectly
of securities of the Company representing more than fifty percent (50%) of the combined
voting power of the Companys then outstanding securities; provided, however, that no
Change in Control will be deemed to have occurred as a result of a change in ownership
percentage resulting solely from an acquisition of securities by the Company; or(ii)
    
    During any two (2) consecutive years, individuals who at the beginning of such
two-year period constitute the Board of Directors of the Company and any new directors
whose election by the Board or nomination for election by the Companys shareholders
was approved by a vote of at least a majority of the directors then still in office who
either were directors at the beginning of the period or whose election or nomination
for election was previously so approved cease for any reason to constitute at least a
majority of the Board; or(iii)
    
    Consummation of a reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the Company (a Business
Combination) , in each case, unless, following such Business Combination, all or
substantially all of the individuals and entities who were the beneficial owners of
outstanding voting securities of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty percent (50%) of
the combined voting power of the then outstanding voting securities entitled to vote
generally in the election of directors, as the case may be, of the entity resulting
from such Business Combination in substantially the same proportions as their
ownership, immediately prior to such Business Combination, of the outstanding voting
securities of the Company.
   10




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##### Table of Contents



Acceleration of Stock Award Vesting
   (i)
    
    Approval by the holders of the Companys Common Stock of any merger or
consolidation of the Company in which the Company is not the continuing or surviving
corporation or pursuant to which shares of common stock are converted into cash,
securities or other property, other than a merger of the Company in which the holders
of the Common Stock immediately prior to the merger have substantially the same
proportionate ownership of common stock of the surviving corporation immediately after
the merger;(ii)
    
    Approval by the holders of the Common Stock of any sale, lease, exchange or
other transfer in one transaction or a series of related transactions of all or
substantially all of the Companys assets other than a transfer of the Companys assets
to a majority-owned subsidiary of the Company; or(iii)
    
    Approval by the holders of the Common Stock of any plan or proposal for the
liquidation or dissolution of the Company.
 Estimated Payments on Change in Control for Named Executive Officers (other than CEO)
 (as of April 30, 2009)
 Payments
    
    
    
    
    
    Restrictedupon
    
    
    
    
    
    StockTermination by
    
    
    
    
    
    VestingCompany
    
    Stock Option
    
    inwithout Cause
    
    Vesting in
    
    Connectionin Connection
    
    Connection
    
    with awith a Change
    
    with a Change
    
    Change inName
    
    in Control $(1)
    
    in Control(2)
    
    Control $(3)Allen M. Hsieh, Principal Financial Officer(4)
    
    
    
    
    
    
    
    
    
    
    Jeffrey L. Hohman, EVP and General Manager
    
    
    376,498
    
    
    
    
    
    
    
    19,849Scott G. Rollins, Chief Information Officer
    
    
    250,017
    
    
    
    
    
    
    
    13,002Theresa S. Treat, VP of Human Resources
    
    
    266,011
    
    
    
    
    
    
    
    5,664
 
 (1)
    
    Represents payment of 12 months of base salary (note that in May 2009 these salaries were
reduced by 10% as a recession countermeasure) plus the target Short-Term Incentive Plan award from
the Estimated Future Payouts Under Non-Equity Incentive Plan Awards column in the Grants of
Plan-Based Awards table. 11




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##### Table of Contents



(2)
    
    The exercise prices of all options were less than the closing price of the common stock on the
last trading day of the 2009 fiscal year (April 30, 2009), which was $1.82. See Outstanding
Equity Awards at Fiscal Year-End table.(3)
    
    Represents the amount of unvested restricted stocks awarded with respect to which the vesting
would accelerate as a result of a Change in Control (as defined in 2005 Equity Incentive Plan)
multiplied by the number of restricted stock shares unvested at the closing price of a share of
common stock on the last trading day of the 2009 fiscal year, which was $1.82. See Market Value
of Shares or Units of Stock that Have Not Vested column in the Outstanding Equity Awards at
Fiscal Year-End table.(4)
    
    Allen M. Hsieh joined the Company on December 4, 2008 as interim Chief Financial Officer. He
was an independent contractor until May 12, 2009, when the Board of Directors appointed Mr. Hsieh
as the Companys Chief Financial Officer. Therefore, he would not have been entitled to any change
in control payments at April 30, 2009. Estimated Payments upon Termination or Change in Control for CEO
 (as of April 30, 2009)
 RestrictedStock VestinginPayments in
    
    
    ConnectionPayments
    
    
    
    
    
    
    Connection
    
    
    with Terminationupon
    
    
    Cash Severance
    
    
    with Termination
    
    
    for Death,Resignation with
    
    
    upon
    
    
    for Death,
    
    
    Termination byGood Reason or
    
    
    Termination by
    
    
    Termination by
    
    
    Company withoutTermination w/out
    
    
    Death, Disability,
    
    
    Company without
    
    
    Cause or by CEOCause or due to
    
    
    by the Company for
    
    
    Cause or by CEO
    
    
    with Good reason,Change in
    
    
    Cause or
    
    
    with Good reason,
    
    
    orControl $
    
    
    Resignation without
    
    
    or Change
    
    
    Change inName
    
    (1)
    
    
    Good Reason $(2)
    
    
    in Control(3)
    
    
    Control $ (4)Charles M. Brown,
Principal Executive
Officer
    
    
    1,814,937
    
    
    
    31,446
    
    
    
    
    
    
    
    174,829
 
 (1)
    
    Represents payment of 24 months of base salary or $475,000 (Mr. Browns $500,000 base
salary was reduced by 5% in March as a temporary recession counter measure. His base
salary was reduced another 10% in May, but this table is only as of April 30, 2009) plus
two years of Mr. Browns FY2008 Short-Term Incentive Plan bonus of $403,855. With respect
to the bonus, Mr. Browns Employment Agreement provides that in the event of resignation
with Good Reason, or Termination without Cause not related to a Change in Control, Mr.
Brown would be entitled to receive two years worth of either (a) the average of the two
most recent bonuses received, or (b) if he had only received one bonus, the amount of that
previous bonus. Since his fiscal 2009 bonus would not have been paid should this
triggering event have happened on April 30, 2009, the only bonus he would have received
would have been his fiscal 2008 bonus, so that is the bonus used in this hypothetical
scenario. This amount also includes a payment of $25,781 for 24 months of COBRA health
insurance premiums per his Employment Agreement and a payment of $31,446 for vacation
accrual.(2)
    
    In this scenario, per his Employment Agreement, Mr. Brown would be entitled to receive
the bonus earnedat the date of the triggering event. As discussed in the Compensation
Discussion and Analysis section, in fiscal 2009, the Company financial goals were not
achieved and no payouts were made pursuant to the 12




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##### Table of Contents



Short-Term Incentive Plan, so if there
was a triggering event on April 30, 2009, the bonus earned would have been zero. The only
amount to be paid would have been $31,446 for vacation accrual.(3)
    
    The exercise prices of all of the options were less than the closing price of the
common stock on the last trading day of the 2009 fiscal year (April 30, 2009), which was
$1.82. See Outstanding Equity Awards at Fiscal Year-End.(4)
    
    Represents the amount of unvested restricted stocks awarded with respect to which the
vesting would accelerate as a result of Termination by the Company for Death or without
Cause or termination by the CEO with Good Reason, or a Change Control multiplied by the
number of restricted stock shares unvested at the closing price of a share of common stock
on the last trading day of the 2009 fiscal year, which was $1.82. See Market Value of
Shares or Units of Stock that Have Not Vested column in the Outstanding Equity Awards at
Fiscal Year-End table. Compensation Discussion and Analysis
 Introduction.
 Compensation Program Objectives.
 Elements of Executive Compensation.
 Base Salaries.
  13




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##### Table of Contents



Short-Term Incentive Plan.
  Long-Term Compensation.
  Other Benefits.
 Change In Control.
 Chief Executive Officer Compensation.
 14




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##### Table of Contents



Ø
    
    an annual base salary of $500,000, which he voluntarily reduced to $425,000 as a
temporary recession countermeasure (5% reduction in March, and an additional 10% in May for
a total 15% reduction);Ø
    
    an annual performance-based bonus set at a target of 70% of base salary (but not more
than 140% of base salary);Ø
    
    the ability to participate in the EIP and acquire an annual grant of stock options and
shares of restricted stock having an aggregate target value equal to 200% of base salary.
For fiscal 2010 Mr. Brown will voluntarily receive his grant in restricted shares only; andØ
    
    a one-time option to purchase 200,000 shares of the Companys common stock vesting over a
four-year period.
      Conclusion.
 Compensation Committee Report
  
 15




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##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  Compensation of Directors
       Directors Compensation
  Fees Earned or
    
    StockName
    
    Paid in Cash
    
    Awards (1)
    
    TotalJerry L. Calhoun
    
    $
    56,143
    
    
    $
    40,000
    
    
    $
    96,413Richard P. Fox
    
    $
    59,850
    
    
    $
    40,000
    
    
    $
    99,850Larry A. Kring
    
    $
    42,575
    
    
    $
    40,000
    
    
    $
    82,575Lorenzo C. Lamadrid
    
    $
    49,475
    
    
    $
    40,000
    
    
    $
    89,475Kathryn L. Munro
    
    $
    74,188
    
    
    $
    40,000
    
    
    $
    114,188Arlen I. Prentice
    
    $
    38,125
    
    
    $
    40,000
    
    
    $
    78,125J. Michael Ribaudo
    
    $
    33,750
    
    
    $
    40,000
    
    
    $
    73,750
 16




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##### Table of Contents



(1)
    
    This column represents the dollar amount recognized for financial
statement reporting purposes with respect to the 2009 fiscal year for
the fair value of shares granted to each of the non-employee directors
in fiscal 2009 in accordance with SFAS 123R. For additional
information, refer to Note 17  Stock-Based Compensationof the Notes
to the Consolidated Financial Statements included in Item 8, Financial
Statements and Supplementary Data. These amounts reflect the Companys
accounting expense for these awards, and do not correspond to the
actual value that will be recognized by the non-employee directors. 
 Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 STOCK OWNERSHIP OF MANAGEMENT AND OF PRINCIPAL SHAREHOLDERS
  Management
 PercentofNumber of
    
    Number of
    
    
    
    
    
    OutstandingName and Position(1)
    
    Shares
    
    Options(2)
    
    Total
    
    SharesCharles M. Brown, Director and Executive Officer
    
    
    164,015
    
    
    
    139,683
    (3)
    
    
    303,698
    
    
    
    
    *Jerry L. Calhoun, Director
    
    
    10,625
    
    
    
    0
    
    
    
    10,625
    
    
    
    
    *Allen M. Hsieh, Executive Officer
    
    
    0
    
    
    
    0
    
    
    
    0
    
    
    
    
    *Richard P. Fox, Director
    
    
    45,358
    
    
    
    0
    
    
    
    45,358
    
    
    
    
    *Jeffrey
L. Hohman, Executive Officer
    
    
    43,652
    (4)
    
    
    3,969
    
    
    
    47,621
    
    
    
    
    *Larry A. Kring, Director
    
    
    25,856
    
    
    
    0
    
    
    
    25,856
    
    
    
    
    *Lorenzo C. Lamadrid, Director
    
    
    43,812
    
    
    
    0
    
    
    
    43,812
    
    
    
    
    *Kathryn L. Munro, Director
    
    
    52,358
    
    
    
    29,875
    
    
    
    82,233
    
    
    
    
    *Arlen I. Prentice, Director
    
    
    248,187
    
    
    
    29,875
    
    
    
    278,062
    
    
    
    
    *J. Michael Ribaudo, Director
    
    
    206,759
    
    
    
    29,875
    
    
    
    236,634
    
    
    
    
    *Scott G. Rollins, Executive Officer
    
    
    4,668
    
    
    
    1,764
    
    
    
    6,432
    
    
    
    
    *Theresa S. Treat, Executive Officer
    
    
    7,778
    
    
    
    2,681
    
    
    
    10,459
    
    
    
    
    *All directors and officersas a group (14 persons)
    
    
    916,174
    
    
    
    284,180
    
    
    
    1,200,354
    
    
    
    3.2
    %
 
 *
    
    Denotes less than 1%(1)
    
    Unless otherwise indicated in the table, the address for each listed person is
c/o Flow International Corporation, 23500 64th Avenue South, Kent, Washington
98032.(2)
    
    Includes options exercisable within 60 days for shares of Company Common Stock.(3)
    
    Includes 50,000 option vesting on July 16, 2009. (4)
    
    Includes 2,100 shares of restricted stock vesting July 8, 2009. 17




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##### Table of Contents



Other Beneficial Owners
 Percent ofNumber of
    
    OutstandingName and Address
    
    Shares
    
    SharesFreshford Capital Management, LLC(1) 
10 Bank Street, Suite 675
White Plains, NY 10606
    
    
    2,135,557
    
    
    
    5.7
    %ICM Asset Management, Inc.(2) 
601 W. Main Avenue, Suite 600
Spokane, WA 99201
    
    
    1,910,246
    
    
    
    5.1
    %The Guardian Life Insurance Company of America(3)
    
    
    2,745,447
    
    
    
    7.3
    %
 
 (1)
    
    Based on Schedule 13G filed April 13, 2009 by Freshford Capital
Management, LLC, a Delaware limited liability corporation.(2)
    
    Based on Schedule 13G filed February 11, 2009 by ICM Asset Management,
Inc., a Washington corporation, and Koyah Ventures, LLC, a Delaware
limited liability company.(3)
    
    Based on Schedule 13G filed February 10, 2009 by The Guardian
Insurance Company of America, a New York insurance company and the
parent company of Guardian Investor Services LLC, a Delaware limited
liability company, a registered investment adviser and broker/dealer,
and RS Investment Management Co., LLC, a Delaware limited liability
company and registered investment adviser. 
 Item 13. Certain Relationships and Related Transactions, and Director Independence
 Certain Relationships and Related Transactions
  Director Independence
   
 Item 14. Principal Accountant Fees and Services
 Fees to Independent Registered Public Accounting Firms
  18




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##### Table of Contents



Deloitte
    
    DeloitteEntities
    
    Entities2009
    
    2008Audit Fees(1)
    
    $
    2,051,500
    
    
    $
    2,251,781Audit-Related
Fees(2)
    
    $
    462,828
    
    
    $
    30,720Tax Fees(3)
    
    $
    147,470
    
    
    $
    18,078All Other
Fees(4)
    
    $
    7,500
    
    
    $
    8,700Total
    
    $
    2,669,298
    
    
    $
    2,309,279
 
 (1)
    
    Fees for audit services billed or expected to be billed relating to
fiscal 2009 and 2008 consisted of: (a) audit of the Companys annual
financial statements, (b) reviews of the Companys quarterly financial
statements, statutory and regulatory audits, consents and other
services related to Security and Exchange Commission (SEC) matters,
and (c) audit of the Companys internal control over financial reporting
with the objective of obtaining reasonable assurance about whether
effective control over financial reporting was maintained in all
material respects.(2)
    
    Audit-related fees consisted of due
diligence associated with certain investments, registration
statements, and financial
accounting and reporting consultations.(3)
    
    Tax fees represent the aggregate fees paid for professional services,
principally including fees for tax compliance and tax advice.(4)
    
    All other fees represent the aggregate fees paid for products and
services that are not included in the Audit Fees, Audit-Related
Fees and Tax Fees sections. The Audit Committee has considered
whether the provision of non-audit services is compatible with
maintaining the principal registered public accounting firms
independence. Audit Committee Pre-Approval Policy
  19




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##### Table of Contents



SIGNATURES
 Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934,
the registrant has duly caused this Form 10-K/A to be signed on its behalf by the undersigned,
thereunto duly authorized.
 FLOW INTERNATIONAL CORPORATION/s/ Charles M. BrownCharles M. Brown
President and Chief Executive Officer
(Principle Executive Officer)
 Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-K/A has been
signed below by the following persons on behalf of the registrant and in the capacities on this
13th day of July 2009.
 Signature
    
    TitlePresident and Chief Executive Officer/s/ Charles M. BrownCharles M. Brown
    
    (Principal
Executive Officer)Vice President and Chief Financial Officer/s/ Allen M. HsiehAllen M. Hsieh
    
    (Principal
Financial and Accounting Officer)/s/ Kathryn L. MunroKathryn L. Munro
    
    Chairman/s/ Richard P. FoxRichard P. Fox
    
    Director/s/ Larry A. KringLarry A. Kring
    
    Director/s/ Arlen I. PrenticeArlen I. Prentice
    
    Director/s/ Lorenzo C. LamadridLorenzo C. Lamadrid
    
    Director
 20