24 April 2020
Regulatory News:
TechnipFMC plc (the "Company") (NYSE: FTI) (PARIS: FTI) (ISIN: GB00BDSFG982) announces that, on 24 April 2020, it filed with the U.S. Securities and Exchange Commission its Current Report on Form 8-K announcing the voting results of the Company's Annual General Meeting of Shareholders held on Friday, April 24, 2020 at Pitreavie Business Park, Queensferry Road, Dunfermline KY11 8UD, United Kingdom. A vote was held for each proposal.
The following are the final voting results of the Annual General Meeting.
Proposals 1(a) 1(n) Election of Directors
Election of each of the 14 director nominees for a term expiring at the Company's 2021 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) |
309,107,880 | 93.0 | 23,383,927 | 7.0 | 332,491,807 | 74.4 | 1,966,459 | 8,222,241 |
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) |
276,339,457 | 82.8 | 57,389,033 | 17.2 | 333,728,490 | 74.6 | 729,776 | 8,222,241 |
c. Election of director: Arnaud Caudoux
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) |
330,517,612 | 99.0 | 3,244,385 | 1.0 | 333,761,997 | 74.7 | 696,269 | 8,222,241 |
d. Election of director: Pascal Colombani
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) |
325,580,145 | 97.6 | 8,171,596 | 2.4 | 333,751,741 | 74.7 | 706,525 | 8,222,241 |
e. Election of director: Marie-Ange Debon
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) |
329,820,727 | 98.8 | 3,953,962 | 1.2 | 333,774,689 | 74.7 | 683,577 | 8,222,241 |
f. 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) |
330,576,109 | 99.1 | 3,166,235 | 0.9 | 333,742,344 | 74.7 | 715,922 | 8,222,241 |
g. Election of director: Didier Houssin
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) |
325,613,628 | 97.6 | 8,139,076 | 2.4 | 333,752,704 | 74.7 | 705,562 | 8,222,241 |
h. 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) |
312,686,511 | 93.7 | 21,057,708 | 6.3 | 333,744,219 | 74.7 | 714,047 | 8,222,241 |
i. 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) |
329,159,573 | 98.6 | 4,661,336 | 1.4 | 333,820,909 | 74.7 | 637,357 | 8,222,241 |
j. Election of director: Olivier Piou
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) |
329,371,931 | 98.7 | 4,459,062 | 1.3 | 333,830,993 | 74.7 | 627,273 | 8,222,241 |
k. 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) |
332,402,055 | 99.6 | 1,344,688 | 0.4 | 333,746,743 | 74.7 | 711,523 | 8,222,241 |
l. Election of director: Joseph Rinaldi
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) |
330,446,734 | 99.0 | 3,307,124 | 1.0 | 333,753,858 | 74.7 | 704,408 | 8,222,241 |
m. Election of director: James M. Ringler
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) |
234,184,889 | 70.2 | 99,554,764 | 29.8 | 333,739,653 | 74.7 | 718,613 | 8,222,241 |
n. 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) |
327,459,784 | 98.1 | 6,250,599 | 1.9 | 333,710,383 | 74.6 | 747,883 | 8,222,241 |
Proposal 2 2019 U.S. Say-on-Pay for Named Executive Officers
Approval, on an advisory basis, of the Company's named executive officer compensation for the year ended December 31, 2019.
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) |
286,617,728 | 85.8 | 47,447,425 | 14.2 | 334,065,153 | 74.7 | 393,113 | 8,222,241 |
Proposal 3 2019 U.K. Directors' Remuneration Report
Approval, on an advisory basis, of the Company's directors' remuneration report for the year ended December 31, 2019.
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) |
288,489,638 | 86.4 | 45,553,835 | 13.6 | 334,043,473 | 74.7 | 414,793 | 8,222,241 |
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, 2019, 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) |
341,688,781 | 99.9 | 431,722 | 0.1 | 342,120,503 | 76.5 | 560,004 | N/A |
Proposal 5 Ratification of PwC as U.S. Auditor
Ratification of the appointment of PricewaterhouseCoopers LLP ("PwC") as the Company's U.S. independent registered public accounting firm for the year ending December 31, 2020.
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) |
338,621,439 | 99.0 | 3,535,165 | 1.0 | 342,156,604 | 76.5 | 523,903 | N/A |
Proposal 6 Re-appointment of PwC as U.K. Statutory Auditor
Re-appointment of PwC as the Company's U.K. statutory auditor under the U.K. Companies Act 2006, to hold office 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) |
338,586,704 | 99.0 | 3,553,892 | 1.0 | 342,140,596 | 76.5 | 539,911 | N/A |
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, 2020.
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) |
340,351,676 | 99.5 | 1,794,750 | 0.5 | 342,146,426 | 76.5 | 534,081 | N/A |
A copy of the Current Report on Form 8-K can be found on the SEC website (www.sec.gov) and on the TechnipFMC website (investors.technipfmc.com).
About TechnipFMC
TechnipFMC is a global leader in subsea, onshore/offshore, and surface projects. With our proprietary technologies and production systems, integrated expertise, and comprehensive solutions, we are transforming our clients' project economics.
We are uniquely positioned to deliver greater efficiency across project lifecycles from concept to project delivery and beyond. Through innovative technologies and improved efficiencies, our offering unlocks new possibilities for our clients in developing their oil and gas resources.
Each of our more than 37,000 employees is driven by a steady commitment to clients and a culture of purposeful innovation, challenging industry conventions, and rethinking how the best results are achieved.
TechnipFMC utilizes its website www.TechnipFMC.com as a channel of distribution of material company information. To learn more about us and how we are enhancing the performance of the world's energy industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.
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