UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
April 29, 2022
Date of Report (Date of earliest event reported)
TechnipFMC plc
(Exact name of registrant as specified in its charter)
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| United Kingdom | | 001-37983 | | 98-1283037 |
| (State or other jurisdiction of incorporation) | | (Commission File Number) | | (I.R.S. Employer Identification No.) |
| | | | | | | | | | | | | | |
Hadrian House,
Wincomblee Road | | | | |
| Newcastle Upon Tyne | | | | |
| United Kingdom | | | | NE6 3PL |
| (Address of principal executive offices) | | | | (Zip Code) |
+44 191-295-0303
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
______________________________________________________
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Securities registered pursuant to Section 12(b) of the Act: |
| Title of Each Class | Trading Symbol | Name of Each Exchange on Which Registered |
| Ordinary shares, $1.00 par value per share | FTI | New York Stock Exchange |
Securities registered pursuant to Section 12(g) of the Act: None. |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07 Submission of Matters to a Vote of Security Holders
TechnipFMC plc (the “Company”) held its Annual General Meeting of Shareholders on April 29, 2022 (the “Annual Meeting”) for the purpose of (1) electing each of the 9 director nominees for a term expiring at the Company’s 2023 Annual General Meeting of Shareholders or until his or her earlier death, retirement, resignation, or removal pursuant to the Company’s articles of association; (2) approving, as a non-binding advisory resolution, the Company’s named executive officer compensation for the year ended December 31, 2021; (3) approving, as a non-binding advisory resolution, the Company’s directors’ remuneration report for the year ended December 31, 2021; (4) receiving the Company’s audited U.K. accounts for the year ended December 31, 2021, including the reports of the directors and the auditor thereon; (5) ratifying the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2022; (6) reappointing PwC as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office from the conclusion of the 2022 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid; (7) authorizing the Board and/or the Audit Committee to determine the remuneration of PwC, in its capacity as the Company’s U.K. statutory auditor for the year ending December 31, 2022; (8) authorizing the adoption of the TechnipFMC 2022 Incentive Award Plan; (9) authorizing the Board to allot equity securities in the Company; and as a special resolution, (10) authorizing the Board to allot equity securities without pre-emptive rights pursuant to the authority contemplated by the resolution in Proposal 9. Each proposal is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 18, 2022.
The following are the final voting results of the Annual Meeting.
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| Proposal 1(a)-1(i) – Election of Directors |
| Elect each of the following director nominees for a term expiring at the Company’s 2023 Annual General Meeting of Shareholders or until his or her earlier death, retirement, resignation, or removal pursuant to the Company’s articles of association: The voting results were as follows: |
| a. Election of director: Douglas J. Pferdehirt |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 315,670,913 | 97.0% | 9,866,999 | 3.00% | 325,537,912 | 72.00% | 1,455,177 | 18,719,541 |
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| b. Election of director: Eleazar de Carvalho Filho |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 282,140,953 | 86.3% | 44,768,043 | 13.70% | 326,908,996 | 72.30% | 84,093 | 18,719,541 |
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| c. Election of director: Claire S. Farley |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 266,584,805 | 81.5% | 60,343,261 | 18.50% | 326,928,066 | 72.30% | 65,023 | 18,719,541 |
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| d. Election of director: Peter Mellbye |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 316,166,675 | 96.7% | 10,759,004 | 3.30% | 326,925,679 | 72.30% | 67,410 | 18,719,541 |
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| e. Election of director: John O’Leary |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 261,816,707 | 80.1% | 65,110,818 | 19.90% | 326,927,525 | 72.30% | 65,564 | 18,719,541 |
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| f. Election of director: Margareth Øvrum |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 313,020,162 | 95.7% | 13,916,105 | 4.30% | 326,936,267 | 72.30% | 56,822 | 18,719,541 |
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| g. Election of director: Kay G. Priestly |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 323,867,862 | 99.1% | 3,044,399 | 0.90% | 326,912,261 | 72.30% | 80,828 | 18,719,541 |
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| h. Election of director: John Yearwood |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 249,183,558 | 76.2% | 77,738,487 | 23.80% | 326,922,045 | 72.30% | 71,044 | 18,719,541 |
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| i. Election of director: Sophie Zurquiyah |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 235,999,702 | 72.2% | 90,922,737 | 27.80% | 326,922,439 | 72.30% | 70,650 | 18,719,541 |
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| Proposal 2 – 2021 U.S. Say-on-Pay for Named Executive Officers |
Approve, on an advisory basis, the Company’s named executive officer compensation for the year ended December 31, 2021.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 183,598,606 | 56.2% | 143,290,254 | 43.80% | 326,888,860 | 72.30% | 104,229 | 18,719,541 |
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| Proposal 3 – 2021 Directors’ Remuneration Report |
Approve, on an advisory basis, the Company’s directors’ remuneration report for the year ended December 31, 2021.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 183,778,357 | 56.2% | 143,064,442 | 43.80% | 326,842,799 | 72.30% | 150,290 | 18,719,541 |
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| Proposal 4 – Receipt of U.K. Annual Report and Accounts |
Receipt of the Company’s audited U.K. accounts for the year ended December 31, 2021, including the reports of the directors and the auditor thereon.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 344,232,064 | 99.9% | 185,937 | 0.1% | 344,418,001 | 76.2% | 1,294,629 | N/A |
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| Proposal 5 – Ratification of U.S. Auditor |
Ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2022.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 345,405,946 | 100.0% | 170,676 | 0.0% | 345,576,622 | 76.4% | 136,008 | N/A |
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| Proposal 6 – Re-appointment of U.K. Statutory Auditor |
Reappoint PwC as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office from the conclusion of the 2022 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 345,385,320 | 99.9% | 190,724 | 0.1% | 345,576,044 | 76.4% | 136,586 | N/A |
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| Proposal 7 – Approval of U.K. Statutory Auditor Fees |
Authorize the Board of Directors and/or the Audit Committee to determine the remuneration of PwC, in its capacity as the Company’s U.K. statutory auditor for the year ending December 31, 2022.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 345,170,772 | 99.9% | 249,130 | 0.1% | 345,419,902 | 76.4% | 292,728 | N/A |
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| Proposal 8 – Approval of Share Repurchase Contracts and Counterparties |
Authorize the adoption of the TechnipFMC 2022 Incentive Award Plan.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 317,099,331 | 97.0% | 9,782,230 | 3.0% | 326,881,561 | 72.3% | 111,528 | 18,719,541 |
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| Proposal 9 – Authority to Allot Equity Securities |
Authorize the Board to allot equity securities in the Company.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 299,193,397 | 91.5% | 27,695,652 | 8.5% | 326,889,049 | 72.3% | 104,040 | 18,719,541 |
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| Proposal 10 – Authority to Allot Equity Securities without Pre-emptive Rights |
Pursuant to the authority contemplated by the resolution in Proposal 9, authorize the Board to allot equity securities without pre-emptive rights.
The voting results were as follows: |
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | TOTAL VOTES VALIDLY CAST | TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) |
| 316,885,525 | 96.9% | 9,972,839 | 3.1% | 326,858,364 | 72.3% | 134,725 | 18,719,541 |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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| | TechnipFMC plc |
| | |
| | |
| | By: /s/ Victoria Lazar |
| Dated: | May 3, 2022 | Name: Victoria Lazar |
| | Title: Executive Vice President |
| | Chief Legal Officer and Secretary |
