8-KShareholder Matters

TechnipFMC plc 8-K Report, Shareholder Vote Results (May 20, 2021)

Filed May 20, 2021For Securities:FTI

Summary

TechnipFMC plc (FTI) filed an 8-K on May 20, 2021, detailing the outcomes of its Annual General Meeting of Shareholders held on the same date. The primary focus of the filing is the voting results on various proposals presented to shareholders, including the election of directors, executive and director compensation, auditor appointments, and share allotment authorities. Overall, shareholders overwhelmingly approved most proposals, indicating strong support for the company's management and strategic direction as presented in the proxy statement. Key resolutions that passed with high affirmative votes include the ratification of PricewaterhouseCoopers LLP (PwC) as both the U.S. and U.K. auditor, the approval of the company's U.K. annual report and accounts, and the authorization for share repurchase contracts. While the election of directors generally received substantial support, a notable exception was Sophie Zurquiyah, whose election saw a significant portion of "against" votes (31.9%). Similarly, the prospective directors' remuneration policy for 2021-2024 received a lower, though still majority, approval rate of 69.8%.

Key Highlights

  • 1All nine director nominees were elected, with varying degrees of shareholder support. Douglas J. Pferdehirt received 95.3% "FOR" votes, while Sophie Zurquiyah received 68.1% "FOR" votes.
  • 2The company's named executive officer compensation for 2020 was approved on an advisory basis with strong support (84.6% "FOR").
  • 3The directors' remuneration report for 2020 was also approved on an advisory basis with 85.6% "FOR" votes.
  • 4The prospective directors' remuneration policy for the three years ending December 2024 was approved, albeit with a lower margin of 69.8% "FOR" votes.
  • 5PricewaterhouseCoopers LLP (PwC) was ratified as the U.S. independent registered public accounting firm for 2021 with 99.4% "FOR" votes.
  • 6PwC was reappointed as the U.K. statutory auditor for the upcoming year with 99.4% "FOR" votes, and shareholder approval was granted for the Board/Audit Committee to determine their remuneration.
  • 7Shareholders approved the authorization for the Board to allot equity securities (82.5% "FOR") and to do so without pre-emptive rights (98.6% "FOR").

Frequently Asked Questions

Shareholders demonstrated strong support for most proposals presented at the May 20, 2021 Annual General Meeting. The ratification of auditors, approval of annual accounts, and authorization for share repurchases all received overwhelming 'FOR' votes. While director elections and compensation matters also passed, there were varying levels of support, with some directors and the prospective remuneration policy receiving lower, though still majority, approval.

Yes, the election of director Sophie Zurquiyah received the lowest percentage of 'FOR' votes among all director nominees at 68.1%, with 31.9% voting against her election. Additionally, the prospective directors' remuneration policy for the next three years (2021-2024) received a lower approval rate of 69.8% 'FOR' votes, indicating some shareholder concern or disagreement with the proposed policy.

The reappointment of PricewaterhouseCoopers LLP (PwC) as both the U.S. and U.K. statutory auditor for the fiscal year 2021 with very high approval margins (99.4% for both) signifies continued confidence in their audit services. This is a routine but important shareholder vote that affirms the integrity and reliability of the company's financial reporting processes.

The approval of the Board's authority to allot equity securities (Proposal 10) and to do so without pre-emptive rights (Proposal 11) grants the company flexibility to issue new shares. This can be used for various corporate purposes, such as funding acquisitions, employee stock option plans, or raising capital. While approved by a majority, investors should monitor how this authority is exercised, as excessive dilution can negatively impact existing shareholders.