8-KShareholder Matters

TechnipFMC plc 8-K Report, Shareholder Vote Results (May 3, 2022)

Filed May 3, 2022For Securities:FTI

Summary

TechnipFMC plc (FTI) filed an 8-K on May 3, 2022, detailing the voting results from its Annual General Meeting of Shareholders held on April 29, 2022. The meeting covered several key proposals, including the election of directors, executive compensation, auditor ratification, and authorization for equity issuances. Most proposals passed with significant shareholder support, reflecting general approval of the company's governance and strategic directions. Notably, all director nominees were elected, though with varying degrees of support, with some facing notable opposition. Shareholder approval was also obtained for the company's 2021 named executive officer compensation and directors' remuneration report on an advisory basis. Furthermore, shareholders overwhelmingly ratified the appointment and re-appointment of PricewaterhouseCoopers LLP as both the U.S. and U.K. auditor, and authorized the board to determine their remuneration. The adoption of the 2022 Incentive Award Plan and authorities for the board to allot equity securities, including those without pre-emptive rights, also received strong backing.

Key Highlights

  • 1All 9 director nominees were elected by shareholders, with support ranging from 72.2% to 99.1% for individual nominees.
  • 2The advisory vote on the Company's named executive officer compensation for 2021 received 56.2% approval, indicating mixed sentiment.
  • 3The advisory vote on the Company's directors' remuneration report for 2021 also garnered 56.2% approval.
  • 4PricewaterhouseCoopers LLP was ratified as the U.S. independent registered public accounting firm for 2022 with near-unanimous support (100.0%).
  • 5PwC was reappointed as the U.K. statutory auditor for the upcoming year with 99.9% approval.
  • 6Shareholders approved the adoption of the TechnipFMC 2022 Incentive Award Plan with 97.0% of the votes cast.
  • 7The Board was authorized to allot equity securities (91.5% approval) and to do so without pre-emptive rights (96.9% approval), granting significant flexibility in capital management.

Frequently Asked Questions

The Annual General Meeting saw shareholders vote on several key items. Most importantly, all director nominees were elected, the company's U.S. and U.K. auditors (PwC) were ratified and reappointed, and the company received authorization to implement its 2022 Incentive Award Plan and to allot equity securities. Advisory votes on executive compensation and director remuneration were also conducted.

Shareholders voted on an advisory basis for the company's named executive officer compensation for 2021 and the directors' remuneration report for 2021. Both proposals received approximately 56.2% approval, indicating a majority in favor but also a significant minority expressing dissent or concern regarding compensation levels.

All nine director nominees were elected. However, the support levels varied. While some nominees received very high approval (e.g., Kay G. Priestly at 95.7%, Douglas J. Pferdehirt at 97.0%, Peter Mellbye at 96.7%, and Margareth Øvrum at 95.7%), others, like Sophie Zurquiyah (72.2%), John Yearwood (76.2%), Claire S. Farley (81.5%), and Eleazar de Carvalho Filho (86.3%), faced more substantial opposition. Kay G. Priestly received the highest approval at 99.1%.

No, the appointment and reappointment of PricewaterhouseCoopers LLP (PwC) as both the U.S. independent registered public accounting firm and the U.K. statutory auditor received overwhelming support. Ratification of the U.S. auditor was approved by 100.0% of the votes cast, and the re-appointment of the U.K. auditor received 99.9% approval, suggesting strong shareholder confidence in PwC.