|        |
|--------|
|        |  |  |
| þ |   | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|   |   | For the fiscal year ended April 30, 2013 |
| OR     |
| o      |   | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
|   |   | For the transition period from ______ to ______           |

|                                                                       |
|-----------------------------------------------------------------------|
|                                                                       |  |  |
| Washington                                                            |   | 91-1104842 |
| (State or other jurisdiction of incorporation or organization)   |   | (I.R.S. Employer Identification No.) |
|                                                                  |   |   |
| 23500 64th Avenue South, Kent, WA                                     |   | 98032 |
| (Address of principle executive offices)                              |   | (Zip Code) |
|                                                                  |   |   |
| Registrant's telephone number, including area code 253-850-3500       |
|                                                                  |   |   |
| Securities registered pursuant to Section 12(b) of the Act:           |
|                                                                  |   |   |
| Title of each class                                                   |   | Name of each exchange on which registered |
| Common Stock, $0.01 Par Value, Common Share Purchase Rights           |   | NASDAQ Global Market |
|                                                                  |   |   |
| Securities registered pursuant to Section 12(g) of the Act: None |

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|                                |
|--------------------------------|
|                                |  |  |  |
|                           |   |   |   |
| Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o |

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|                                                                                                          |
|----------------------------------------------------------------------------------------------------------|
|                                                                                                          |  |
| Explanatory Note                                                                                         |   |
| Part III                                                                                                 | 1 |
| Item 10.  Directors, Executive Officers and Corporate Governance                                         | 1 |
| Directors                                                                                                | 1 |
| Executive Officers                                                                                       | 6 |
| Risk Oversight and Other Matters                                                                         | 8 |
| Item 11.  Executive Compensation                                                                         | 9 |
| Compensation Discussion and Analysis                                                                     | 10 |
| Executive Compensation                                                                              | 14 |
| Summary Compensation Table                                                                               | 14 |
| Grants of Plan-Based Awards                                                                              | 16 |
| Outstanding Equity Awards at Fiscal Year-End                                                             | 17 |
| Option Exercises and Stock Vested                                                                        | 18 |
| Potential Payments Upon Termination or Change in Control                                                 | 19 |
| Compensation of Directors                                                                                | 22 |
| Item 12.  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters | 23 |
| Executive Officers and Directors                                                                         | 23 |
| Other Beneficial Owners                                                                                  | 24 |
| Securities Authorized for Issuance                                                                       | 24 |
| Item 13.  Certain Relationships and Related Transactions, and Director Independence                      | 24 |
| Director Independence                                                                                    | 25 |
| Item 14.  Principal Accounting Fees and Services                                                         | 25 |
| Fees to Independent Registered Public Accounting Firms                                                   | 25 |
| Audit Committee Pre-Approval Policy                                                                      | 26 |
| Part IV                                                                                                  | 27 |
| Item 15.  Exhibits, Financial Statement Schedules                                                        | 27 |
| Signatures                                                                                               | 28 |
|                                                                                                     |   |
|                                                                                                          |   |
|                                                                                                     |   |

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|                     |
|---------------------|
|                     |  |  |
| Audit               | Compensation and Plan Administrator | Nominating and Governance |
| Bradley D. Tilden * | Patrick J. Byrne * | Jerry L. Calhoun * |
| Richard P. Fox      | Jerry L. Calhoun | Richard P. Fox |
| Robert S. Jaffe     | Larry A. Kring | Robert S. Jaffe |
| Larry A. Kring      | Lorenzo C. Lamadrid | Lorenzo C. Lamadrid |

|   |
|---|
|   |  |
| * | designates committee chairs |

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|                     |
|---------------------|
|                     |  |  |
| Name                | Age | Position |
| Charles M. Brown    | 54 | President and Chief Executive Officer |
| Ronald B. Cooper    | 57 | Executive Vice President, Design, Delivery and Services |
| Mohamed Hashish     | 66 | Senior Vice President of Technology |
| Allen M. Hsieh      | 53 | Vice President and Chief Financial Officer |
| Richard A. LeBlanc  | 58 | Executive Vice President, Sales and Marketing |
| John S. Leness      | 53 | General Counsel and Corporate Secretary |
| Daric M. Schweikart | 53 | Vice President and Chief Information Officer |
| Theresa S. Treat    | 56 | Vice President, Human Resources |

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|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|---------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | Company executives have shared the effect of the recession by electing to temporarily reduce their base salaries.  Base salaries were restored to pre-recession levels but not increased during fiscal year 2012 or fiscal 2013 (other than in connection with a Company-wide 3% pay increase in April 2011). For 2014 we have carefully reviewed salaries and made market adjustments to be sure they are consistent with pay at peer companies. |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| • | During the recession, when the Company's performance suffered, executives did not receive bonuses.  Executives did not receive bonuses for fiscal year 2013, in spite of record revenues for the first 3 quarters of the year and overall profitability for the full year because the 8% operating profit target for the fiscal year had not been met.  Future bonuses will continue to depend on the achievement of annual targets based on operating profit margin. |

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|         |                                    |
|---------|------------------------------------|
| ▪ | an annual base salary of $500,000; |

|         |                                                                                                                  |
|---------|------------------------------------------------------------------------------------------------------------------|
| ▪ | an annual performance-based bonus set at a target of 70% of base salary (but not more than 140% of base salary); |

|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|---------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ▪ | 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. During fiscal years 2012, 2013 and 2014, Mr. Brown received his grant in restricted shares, half of which vest only if certain company performance targets are met. Mr. Brown's grant of shares in 2014 was one half of his target grant because there were insufficient shares remaining in the Company's equity plan; and |

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|         |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| ▪ | in June 2013, Mr. Brown was awarded 68,741 shares  (the “Base Grant”). If the Company achieves $14.8 million in operating income in fiscal 2014, Mr. Brown will receive an additional grant of shares that will increase ratably from 50% to 100% of the amount of Base Grant as operating income increases to $20.0 million. If the Company exceeds $20.0 million in operating income Mr. Brown will receive an additional grant of shares equal to 40% of the Base Grant, increasing ratably up to a maximum additional 70% if the Company achieves $23.1 million in operating income.  These additional shares will vest over the same four year period. |

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|                                |
|--------------------------------|
|                                |  |  |  |  |  |  |  |  |  |  |  |
| Name and Principal Position    | Year | Salary($)(1) |   | Bonus($) | StockAwards($)(2) | OptionAwards($)(3) | Non-EquityIncentive PlanCompensation($)(4) | All OtherCompensation($) (5) | Total($) |
|                           |   |   |   |   |   |   |   |   |   |
| Charles M. Brown               | 2013 | 500,000 |   | — | 860,625 |  | — | — | 20,758 | 1,381,383 |  |
| Principal Executive Officer    | 2012 | 500,000 |   | — | 1,119,736 |  | — | — | 14,492 | 1,634,228 |  |
|                           | 2011 | 468,278 |   | — | 841,912 |  | — | — | 10,374 | 1,320,564 |  |
|                           |   |   |   |   |   |   |   |   |   |
| Allen M. Hsieh                 | 2013 | 262,038 |   | — | 375,954 |  | — | — | 12,500 | 650,492 |  |
| Principal Financial Officer    | 2012 | 262,038 |   | — | 117,365 |  | — | — | 13,065 | 392,468 |  |
|                           | 2011 | 243,315 |   | — | 82,506 |  | — | — | 7,569 | 333,390 |  |
|                           |   |   |   |   |   |   |   |   |   |
| Ronald B. Cooper               | 2013 | 221,290 | (6) | — | 279,000 |  | — | — | — | 500,290 |  |
| Executive VP, Design, Delivery |   |   |   |   |   |   |   |   |   |
| and Services                   |   |   |   |   |   |   |   |   |   |
|                           |   |   |   |   |   |   |   |   |   |
| Mohamed Hashish                | 2013 | 203,341 |   | — | 142,000 |  | — | — | 9,150 | 354,491 |  |
| Sr. VP of Technology           |   |   |   |   |   |   |   |   |   |
|                           |   |   |   |   |   |   |   |   |   |
| Richard A. LeBlanc             | 2013 | 250,000 |   | — | 213,000 |  | — | — | 11,250 | 474,250 |  |
| Executive VP,                  | 2012 | 266,036 | (7) | — | 109,427 |  | — | — | 14,470 | 389,933 |  |
| Sales and Marketing            | 2011 | 261,842 | (8) | — | 79,882 |  | — | — | 11,150 | 352,874 |  |
|                           |   |   |   |   |   |   |   |   |   |

|        |
|--------|
|        |  |
| (1)    | The base salaries of all Flow executives had been reduced beginning in May, 2009 by 10% (Charles Brown, CEO, took a 5% reduction in March, and an additional 10% in May for a total 15% reduction) as recession countermeasures.  Base salaries for executives were restored to pre-recession levels in October 2010, after the pay and benefits of other employees had first been restored.  There were no upward adjustments to base salaries, except in cases (a) when an individual's responsibilities had changed, (b) in connection with a Company-wide 3% pay increase in April 2011, and (c) when separate automobile allowances were converted into salaries. Mr. LeBlanc was promoted to executive officer in 2010.  In his previous position, as a sales manager, he received commission based on revenue.  As the Company's executive, Mr. LeBlanc is no longer eligible to receive commissions, but, as disclosed, earned commissions in fiscal years 2011-2012. |
|   |   |
| (2)    | This column represents the aggregate grant date fair value of stock awards granted to each of the named executive officers in fiscal year 2013 and, where applicable, fiscal years 2012 and 2011, in accordance with ASC 718 - Compensation - Stock Compensation. 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 11 - Stock Based Compensation of the Notes to the Consolidated Financial Statements included in Item 8 of Part II of our fiscal year 2013 Form 10-K. These aggregate grant date fair value of the awards granted does 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 fiscal year 2013 is set forth in the Grants of Plan-Based Awards Table. |
|   |   |
| (3)    | This column represents the aggregate grant date fair value of stock options granted to each of the named executive officers.  No stock options were granted in fiscal years 2011-2013. |

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|        |
|--------|
|        |  |
| (4)    | For fiscal years 2013, 2012 and 2011, the financial goals set forth in the Short-Term Incentive and Profit Sharing Plans were not achieved and no payment was made under these plans. For additional information on the 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 and Profit Sharing Plans”. |
|   |   |
| (5)    | These amounts represent financial planning, automobile allowance, and 401(k) matching funds.  The amounts for fiscal year 2013 for Messrs. Brown and LeBlanc include $13,558 and $11,250 401(k) matching funds, respectively. |
|   |   |
| (6)    | Ron Cooper joined the Company in 2012 as the Interim Vice President of Operations.  Mr. Cooper's responsibilities increased  in 2013 and he is now Executive Vice President, Design, Delivery and Services.   Mr. Cooper is an independent consultant and is not an employee of the Company.  Mr. Cooper's compensation consists of a monthly fixed fee plus reimbursement of expenses.  In 2013, Mr. Cooper also received a 75,000 grant of shares, one-third of which are time vested and two-thirds of which are performance vested. |
|   |   |
| (7)    | This amount includes a $16,036 commission. |
|   |   |
| (8)    | This amount includes a $34,671 commission. |
|   |   |

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|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|               |   |   |   | All Other | All Other |   |   |
|               |   |   |   | Stock | Option | Exercise |   |
|               |   | Estimated Future | Estimated Future | Awards: | Awards: | or Base | Grant Date |
|               |   | Payouts Under | Payouts Under | number | Number of | Price of | Fair Value |
|               |   | Non-Equity Incentive |  Equity Incentive | of shares | Securities | Option | of Stock |
|               |   | Plan Awards | Plan Awards | of stock | Underlying | Awards | and Option |
|               | Grant | (1) | (2) | or units | Options | ($/Sh) | Awards |
| Name               | Date | Target($) | Maximum($) | Target(#) | (#) | (#) | (3) | (4)($) |
|               |   |   |   |   |   |   |   |   |
| Charles M. Brown   | 6/19/2012 | 350,000 | 700,000 | 151,519 | — | — | — | 430,314 |
|               | 6/19/2012 | — | — | 151,518 |   |   |   | 430,311 |
|               |   |   |   |   |   |   |   |   |
| Allen M. Hsieh     | 6/19/2012 | 117,917 | 235,834 | 31,762 | — | — | — | 90,204 |
|               | 3/5/2013 | — | — | 75,000 | — | — | — | 285,750 |
|               |   |   |   |   |   |   |   |   |
| Ronald B. Cooper   | 3/6/2013 | — | — | 25,000 | — | — | — | 93,000 |
|               | 3/6/2013 | — | — | 25,000 | — | — | — | 93,000 |
|               | 3/6/2013 | — | — | 25,000 | — | — | — | 93,000 |
|               |   |   |   |   |   |   |   |   |
| Mohamed Hashish    | 6/19/2012 | 81,336 | 162,672 | 24,647 | — | — | — | 69,997 |
|               | 6/19/2012 | — | — | 25,353 | — | — | — | 72,003 |
|               |   |   |   |   |   |   |   |   |
| Richard A. LeBlanc | 6/19/2012 | 112,500 | 225,000 | 30,303 | — | — | — | 86,061 |
|               | 6/19/2012 | — | — | 44,697 | — | — | — | 126,939 |
|               |   |   |   |   |   |   |   |   |

|        |
|--------|
|        |  |
| (1)    | These columns show the potential payout for each named executive officer  under the Profit Sharing Plan ("PSP") in fiscal year 2013, 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 year 2013, 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 section, above. A column for “threshold” payments under the PSP has been omitted because the PSP does not have a threshold payment feature. |
|   |   |
| (2)    | This column represents awards of restricted stock granted in fiscal year 2013 to the named executive officers under the Equity Incentive Plan discussed in more detail in the “Long-Term Compensation” section of the Compensation Discussion and Analysis. 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.  One half of the EIP award granted to Mr. Brown in June 2012 only began to vest if the Company meets an operating income target of $18 million.  Since these targets were not met, one half of the EIP award granted to Mr. Brown (151,518 shares) was canceled.  Messrs. LeBlanc and Hashish received special grants in June 2012 (44,697 and 25,353 shares, respectively) and Mr. Hsieh received a special grant in March 2013 (75,000 shares).  Mr. Cooper received a non-EIP grant of 75,000 shares that includes 50,000 performance based shares. |
|   |   |
| (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. No stock options were granted in fiscal year 2013. |
|   |   |
| (4)    | This column shows the grant date fair value of restricted stock grants under ASC 718 - Compensation - Stock Compensation. |

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|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |  |
|               |        Option Awards | Stock Awards (1) |
| Name               | GrantDate | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Unexercisable | OptionExercisePrice ($) | OptionExpirationDate | GrantDate | Number ofShares orUnits ofStock ThatHave NotVested (#) | Market Valueof Shares orUnits ofStock thatHave NotVested ($) |
|               |   |   |   |   |   |   |   |   |
| Charles M. Brown   | — | — |   | — | — | — | 6/19/2012 | 151,519 | 554,560 |
|               | — | — |   | — | — | — | 6/19/2012 | 151,518 | 554,556 |
|               | — | — |   | — | — | — | 6/22/2011 | 72,575 | 265,625 |
|               | — | — |   | — | — | — | 6/22/2011 | 103,679 | 379,465 |
|               | — | — |   | — | — | — | 6/29/2010 | 183,823 | 672,792 |
|               | — | — |   | — | — | — | 6/24/2009 | 101,214 | 370,443 |
|               | 5/7/2008 | 158,731 | (2) | — | 9.77 | 5/7/2018 | — | — | — |
|               | 7/16/2007 | 200,000 | (3) | — | 11.40 | 7/16/2017 | — | — | — |
|               |   |   |   |   |   |   |   |   |   |
| Allen M. Hsieh     | — | — |   | — | — | — | 3/5/2013 | 75,000 | 274,500 |
|               | — | — |   | — | — | — | 6/19/2012 | 31,762 | 116,249 |
|               | — | — |   | — | — | — | 6/22/2011 | 21,734 | 79,546 |
|               | — | — |   | — | — | — | 6/29/2010 | 18,014 | 65,931 |
|               | — | — |   | — | — | — | 6/23/2009 | 10,121 | 37,043 |
|               |   |   |   |   |   |   |   |   |   |
| Ronald B. Cooper   | — | — |   | — | — | — | 3/6/2013 | 25,000 | 91,500 |
|               | — | — |   | — | — | — | 3/6/2013 | 25,000 | 91,500 |
|               | — | — |   | — | — | — | 3/6/2013 | 25,000 | 91,500 |
|               |   |   |   |   |   |   |   |   |   |
| Mohamed Hashish    | — | — |   | — | — | — | 6/19/2012 | 25,353 | 92,792 |
|               | — | — |   | — | — | — | 6/19/2012 | 24,647 | 90,208 |
|               | — | — |   | — | — | — | 6/22/2011 | 16,865 | 61,726 |
|               | — | — |   | — | — | — | 6/29/2010 | 13,824 | 50,596 |
|               | — | — |   | — | — | — | 6/23/2009 | 5,137 | 18,801 |
|               |   |   |   |   |   |   |   |   |   |
| Richard A. LeBlanc | — | — |   | — | — | — | 6/19/2012 | 44,697 | 163,591 |
|               |   |   |   |   |   |   | 6/19/2012 | 30,303 | 110,909 |
|               | — | — |   | — | — | — | 6/22/2011 | 20,264 | 74,166 |
|               | — | — |   | — | — | — | 6/29/2010 | 17,441 | 63,834 |
|               | — | — |   | — | — | — | 9/9/2009 | 5,000 | 18,300 |
|               | — | — |   | — | — | — | 6/23/2009 | 5,762 | 21,089 |
|               |   |   |   |   |   |   |   |   |   |

|        |
|--------|
|        |  |
| (1)    | These stock awards vest in equal annual installments over a four-year period, except Mr. Cooper's time-vested award of 25,000 that will vest quarterly and also his 50,000 performance vested award that will vest quarterly only if the performance criteria are met. One half of the EIP award granted to Mr. Brown (151,518 shares) was canceled because the performance targets were not met. |
|   |   |
| (2)    | These options vested in equal annual installments over a four-year period. As of April 30, 2013, these options are fully vested. |
|   |   |
| (3)    | These options were granted pursuant to Mr. Brown's employment agreement. These options vested 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. As of April 30, 2013, these options were fully vested. |
|   |   |

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|                    |
|--------------------|
|                    |  |  |  |  |  |  |  |  |
|               | Option Awards | Stock Awards |
| Name               | Number of SharesAcquired onExercise(#) | Value Realized onExercise($)(1) | Number of SharesAcquired onVesting(#) | Value Realized onVesting($)(2) |
|               |   |   |   |   |
| Charles M. Brown   | — |  | — |  | 275,893 |  | 853,837 |  |
| Allen M. Hsieh     | — |  | — |  | 26,373 |  | 77,942 |  |
| Ronald B. Cooper   | — |  | — |  | — |  | — |  |
| Mohamed Hashish    | — |  | — |  | 19,300 |  | 58,511 |  |
| Richard A. LeBlanc | — |  | — |  | 30,571 |  | 96,792 |  |

|        |
|--------|
|        |  |
| (1)    | The dollar amount realized upon exercise would be calculated by determining the difference between the market price of the underlying securities at exercise and the exercise price of the options. |
|   |   |
| (2)    | 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. |

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|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |
| Name                                                       | Paymentsupon Termination byCompany withoutCause in Connectionwith a Change inControl $(1) | Stock OptionVesting inConnectionwith a Changein Control(2) | RestrictedStock Vestingin Connectionwith aChange inControl(3) |
| Allen M. Hsieh, Principal Financial Officer                | 379,955 | — | 573,269 |
| Ronald B. Cooper, EVP, Design, Delivery and Services       | — | — | 91,500 |
| Mohamed Hashish, Sr. VP of Technology                      | 284,677 | — | 314,123 |
| Richard A. LeBlanc, EVP, Advanced Systems and Global Sales | 362,500 | — | 451,889 |

|        |
|--------|
|        |  |
| (1)    | Represents payment of one year of salary plus the target Profit Sharing Plan award from the “Estimated Future Payouts Under Non-Equity Incentive Plan Awards” column in the “Grants of Plan-Based Awards” table. Mr. Cooper is not eligible to receive any cash payments  upon termination by Company without cause in connection with a change in control. |
|   |   |
| (2)    | On the last trading day of the 2013 fiscal year (April 30, 2012), Named Executive Officers did not have any options outstanding. See “Outstanding Equity Awards at Fiscal Year-End” table. |
|   |   |
| (3)    | Represents the number of shares of unvested restricted stock awarded with respect to which vesting would accelerate as a result of a Change in Control (as defined in 2005 Equity Incentive Plan) multiplied by the closing price of a share of common stock on the last trading day of the 2013 fiscal year, which was $3.66. See “Market Value of Shares or Units of Stock that Have Not Vested” column in the “Outstanding Equity Awards at Fiscal Year-End” table.  Per terms of Mr. Cooper's award agreement, the amounts for Mr. Cooper include only unvested time-based restricted stock awards. Any unvested performance-based restricted stock units will expire unvested should there be a change in control event unless the performance criteria are met prior to a change in control. |
|   |   |

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|                                               |
|-----------------------------------------------|
|                                               |  |  |  |  |
| Name                                          | Payments uponResignation withGood Reason orTermination w/outCause or due to Change in Control $(1) | Cash Severanceupon Termination byDeath, Disability,by the Companyfor Cause orResignation withoutGood Reason $(2) | Payments inConnectionwith Terminationfor Death,Termination byCompany withoutCause or by CEOwith Good reason,or Changein Control(3) | RestrictedStock Vestingin Connectionwith Terminationfor Death,Termination byCompany withoutCause or by CEOwith Good reason,or Change inControl $(4) |
|                                          |   |   |   |   |
| Charles M. Brown, Principal Executive Officer | 1,869,245 | — | — | 2,242,885 |

|        |
|--------|
|        |  |
| (1)    | Represents payment of 24 months of base salary or $500,000 plus two years of Mr. Brown's FY2008 Short-Term Incentive Plan bonus of $403,855. With respect to the bonus, Mr. Brown's Severance Agreement provide 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 the average of the two most recent Bonuses paid to Mr. Brown (one or both of which may be zero). Since his fiscal year 2013 bonus would not have been paid should this triggering event have happened on April 30, 2013, and his fiscal year 2012-2009 bonuses were not paid, the only bonus he would have received would have been his fiscal year 2008 bonus, so that is the bonus used in this hypothetical scenario. This amount also includes a payment of $41,535 for 24 months of COBRA health insurance premiums and a $20,000 outplacement services payment per his Severance Agreement. |
|   |   |
| (2)    | In this scenario, per his Severance Agreement, Mr. Brown would be entitled to receive the bonus earned at the date of the triggering event. As discussed in the “Compensation Discussion and Analysis” section, in fiscal year 2013, the Company financial goals were not achieved and no payouts were made pursuant to the Profit Sharing Plan, so if there was a triggering event on April 30, 2013, the bonus earned would have been zero. |
|   |   |
| (3)    | The exercise prices of all of the options were greater than the closing price of the common stock on the last trading day of the 2013 fiscal year (April 30, 2013), which was $3.66. See “Outstanding Equity Awards at Fiscal Year-End” table. |
|   |   |
| (4)    | Represents the number of shares of unvested restricted stock 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 closing price of a share of common stock on the last trading day of the 2013 fiscal year, which was $3.66. See “Market Value of Shares or Units of Stock that Have Not Vested” column in the “Outstanding Equity Awards at Fiscal Year-End” table. The amount for Mr. Brown include only unvested time-based restricted stock awards. Any unvested performance-based restricted stock units will expire unvested should there be a change in control event unless the performance criteria are met prior to a change in control event. |

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|                     |
|---------------------|
|                     |  |  |  |  |  |
| Name                | Fees Earned orPaid in Cash | Stock Awards(1) | Total |
| Patrick J. Byrne    | $55,000 | $40,000 | $ | 95,000 |  |
| Jerry L. Calhoun    | $80,000 | $40,000 | $ | 120,000 |  |
| Richard P. Fox      | $50,000 | $40,000 | $ | 90,000 |  |
| Robert S. Jaffe     | $50,000 | $40,000 | $ | 90,000 |  |
| Larry A. Kring      | $50,000 | $40,000 | $ | 90,000 |  |
| Lorenzo C. Lamadrid | $50,000 | $40,000 | $ | 90,000 |  |
| Bradley D. Tilden   | $60,000 | $40,000 | $ | 100,000 |  |

|     |
|-----|
|     |  |
| (1) | This column represents the dollar amount recognized for financial statement reporting purposes with respect to fiscal year 2013 for the fair value of shares granted to each of the non-employee directors in fiscal year 2013 in accordance with FASB Accounting Standard Codification (“ASC”) 718 - Compensation - Stock Compensation. For additional information, refer to Note 11 - Stock Based Compensation of the Notes to the Consolidated Financial Statements included in Item 8 of Part II of our fiscal year 2013 Form 10-K. 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. |

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|                                                         |
|---------------------------------------------------------|
|                                                         |  |  |  |  |  |  |  |
| Name and Position(1)                                    | Shares (2) |  | Options(3) |  | Total |  | % Outstanding |
| Charles M. Brown, Director and Executive Officer (4)    | 1,348,801 |  | 358,731 |  | 1,707,532 |  | 3.49% |
| Ronald B. Cooper, Executive Officer                     | 25,000 |  | — |  | 25,000 |  | * |
| Patrick J. Byrne, Director                              | 38,572 |  | — |  | 38,572 |  | * |
| Jerry L. Calhoun, Director                              | 74,101 |  | — |  | 74,101 |  | * |
| Richard P. Fox, Director                                | 108,834 |  | — |  | 108,834 |  | * |
| Mohamed Hashish, Executive Officer                      | 136,744 |  | — |  | 136,744 |  | * |
| Allen M. Hsieh, Executive Officer                       | 212,256 |  | — |  | 212,256 |  | * |
| Robert S. Jaffe, Director                               | 31,545 |  | — |  | 31,545 |  | * |
| Larry A. Kring, Director                                | 89,332 |  | — |  | 89,332 |  | * |
| Lorenzo C. Lamadrid, Director                           | 115,135 |  | — |  | 115,135 |  | * |
| Richard A. LeBlanc, Executive Officer                   | 189,941 |  | — |  | 189,941 |  | * |
| Bradley D. Tilden, Director                             | 45,458 |  | — |  | 45,458 |  | * |
| All directors and officers-as a group (15 persons) | 2,829,119 |  | 375,028 |  | 3,204,147 |  | 6.55% |

|         |
|---------|
|         |  |
| *  | Denotes less than 1% |
|    |   |
| (1)     | Unless otherwise indicated, the address for each listed person is c/o Flow International Corporation, 23500 64th Avenue South, Kent, Washington 98032. |
|    |   |
| (2)     | Includes restricted stock vesting within 60 days. |
|    |   |
| (3)     | Includes options exercisable within 60 days for shares of Company Common Stock. |
|    |   |
| (4)     | Includes indirect ownership of 640,042 shares. |
|    |   |

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|                                                          |
|----------------------------------------------------------|
|                                                          |  |  |
| Name and Address                                         |  Number ofShares | Percent ofOutstandingShares |
|                                                     |   |   |
| Rutabaga Capital Management(1)                           | 2,868,945 | 5.93% |
| 64 Broad Street, 3rd FloorBoston, MA 02109          |   |   |
|                                                     |   |   |
| Royce & Associates, LLC(2)                           | 2,763,172 | 5.71% |
| 745 Fifth AvenueNew York, NY 10151                       |   |   |
|                                                     |   |   |
| Otter Creek Partners I, L.P.(3)                          | 2,589,416 | 5.4% |
| 222 Lakeview Avenue, Suite 1100West Palm Beach, FL 33401 |   |   |

|        |
|--------|
|        |  |
| (1)    | Based on Schedule 13G/A filed February 15, 2013, by Rutabaga Capital Management, a Massachusetts investment adviser. |
|   |   |
| (2)    | Based on Schedule 13G/A filed January 08, 2013, by Royce & Associates, LLC, a New York Corporation. |
|   |   |
| (3)    | Based on Schedule 13D/A filed April 15, 2013, by Otter Creek Partners I, L.P., a Delaware Limited Partnership. |

|                                                            |
|------------------------------------------------------------|
|                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                       | Number of Securities |   | Weighted Average |   |   |
|                                                       | to be Issued Upon |   | Exercise Price of |   | Number of Securities |
|                                                       | Exercise of |   | Outstanding |   | Remaining Available |
|                                                       | Outstanding Options |   | Options |   | for Future Issuance |
|                                                       |   |   |   |   |   |   |   |   |   |   |   |
| Equity Compensation Plans approved by security holders     |   | 375,028 |  |   |   | $ | 10.64 |  |   |   |   | 169,302 |  |   |
| Equity Compensation Plans not approved by security holders |   | — |  |   |   |   | — |  |   |   |   | — |  |   |
|                                                       |   |   |   |   |   |   |   |   |   |   |   |
| Total                                                      |   | 375,028 |  |   |   | $ | 10.64 |  |   |   |   | 169,302 |  |   |

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|                       |
|-----------------------|
|                       |  |  |  |  |  |  |
|                  | Deloitte                  Entities                   2013 | Deloitte                  Entities                   2012 |
| Audit Fees(1)         |  | $2,014,965 |  |  | $1,345,000 |  |
| Audit-Related Fees(2) | — |  | — |  |
| Tax Fees(3)           | — |  |  | $10,700 |  |
| All Other Fees(4)     |  | $4,380 |  |  | $5,000 |  |
| Total                 |  | $2,019,345 |  |  | $1,360,700 |  |

|        |
|--------|
|        |  |
| (1)    | Fees for audit services billed or expected to be billed relating to fiscal years 2013 and 2012 consisted of: (a) audit of the Company's annual financial statements, (b) reviews of the Company's quarterly financial statements, statutory and regulatory audits, 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 represent fees for consents and other services, related to Security and Exchange Commission (“SEC”) matters. |
|   |   |
| (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. |

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|                |
|----------------|
|                |  |
| Exhibit Number |   |
| 31.3           | Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
| 31.4           | Certification Pursuant to Rule 13a-14(a), as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.* |
|           |   |
| *              | Filed herewith. |

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|        |
|--------|
|        |  |  |  |
|   |   | FLOW INTERNATIONAL CORPORATION |   |
|   |   |   |   |
| Date:  | August 28, 2013 | /s/ Charles M. Brown   |   |
|   |   | Charles M. Brown  |   |
|   |   | President and Chief Executive Officer(Principal Executive Officer)  |   |
|   |   |   |   |

|                         |
|-------------------------|
|                         |  |  |
| Signature               |   | Title |
|                    |   |   |
| /s/ Charles M. Brown    |   | President and Chief Executive Officer |
| Charles M. Brown        |   | (Principal Executive Officer) |
|                    |   |   |
| /s/ Allen M. Hsieh      |   | Vice President and Chief Financial Officer |
| Allen M. Hsieh          |   | (Principal Financial and Accounting Officer) |
|                    |   |   |
|                    |   | Chairman |
| Jerry L. Calhoun        |   |   |
|                    |   |   |
| /s/ Patrick J. Byrne    |   | Director |
| Patrick J. Byrne        |   |   |
|                    |   |   |
| /s/ Richard P. Fox      |   | Director |
| Richard P. Fox          |   |   |
|                    |   |   |
| /s/ Robert S. Jaffe     |   | Director |
| Robert S. Jaffe         |   |   |
|                    |   |   |
| /s/ Larry A. Kring      |   | Director |
| Larry A. Kring          |   |   |
|                    |   |   |
| /s/ Lorenzo C. Lamadrid |   | Director |
| Lorenzo C. Lamadrid     |   |   |
|                    |   |   |
| /s/ Bradley D. Tilden   |   | Director |
| Bradley D. Tilden       |   |   |