8-KShareholder Matters

TechnipFMC plc 8-K Report, Shareholder Vote Results (Apr 24, 2020)

Filed April 24, 2020For Securities:FTI

Summary

TechnipFMC plc (FTI) filed an 8-K on April 24, 2020, reporting the final results of its Annual General Meeting of Shareholders held on the same day. The meeting covered routine corporate governance matters, including the election of directors, advisory votes on executive compensation, approval of financial reports, and ratification of auditor appointments. Shareholders overwhelmingly approved all proposed resolutions, indicating strong support for the company's slate of directors and its chosen auditors. Key for investors is the high approval percentages for all proposals, particularly the advisory vote on Named Executive Officer (NEO) compensation for 2019, which passed with 85.84% of the votes cast. The re-appointment and fee authorization for PricewaterhouseCoopers LLP (PwC) as both U.S. and U.K. auditors also received near-unanimous support. The turnout, represented by approximately 74-76% of shares in issue voting on various proposals, demonstrates significant shareholder engagement.

Key Highlights

  • 1All 14 director nominees were elected with strong majority support, ranging from 70.29% to 99.61% of votes cast.
  • 2The advisory vote on 2019 Named Executive Officer (NEO) compensation passed with 85.84% approval.
  • 3The advisory vote on the U.K. Directors' Remuneration Report for 2019 also received strong support at 86.4%.
  • 4PricewaterhouseCoopers LLP (PwC) was ratified as the U.S. independent auditor for 2020 with 99.03% approval.
  • 5PwC was re-appointed as the U.K. statutory auditor for the upcoming year with 99.03% approval, and its remuneration was authorized with 99.51% approval.
  • 6The company's audited U.K. accounts for the year ended December 31, 2019, were overwhelmingly approved for receipt (99.94%).
  • 7Voting turnout was robust, with total votes validly cast representing approximately 74-76% of the shares in issue for most proposals.

Frequently Asked Questions

While all proposals passed with strong majority support, director James M. Ringler received the lowest 'FOR' vote among director nominees at 70.29%, with 29.83% voting against. This is still a majority approval, but it was the closest vote among the director elections.

Shareholder sentiment was largely positive. The advisory 'Say-on-Pay' proposal for 2019 NEO compensation passed with 85.84% of the votes cast in favor. The U.K. Directors' Remuneration Report also saw strong approval at 86.4%.

The overwhelming approval of PricewaterhouseCoopers LLP (PwC) for both U.S. and U.K. auditor roles, along with the authorization for their fees, indicates shareholder confidence in the company's audit process and financial reporting oversight for the upcoming fiscal year.

Shareholder engagement was significant. The percentage of total votes validly cast as a percentage of shares in issue ranged from 74.41% to 76.55% for most proposals, indicating that a substantial portion of the company's outstanding shares were represented and voted.