TECHNIPFMC PLC Item 5.07 Submission of Matters to a Vote of Security Holders
TechnipFMC plc (the "Company") held its Annual General Meeting of Shareholders onMay 20, 2021 (the "Annual Meeting") for the purpose of (1) electing each of the 9 director nominees for a term expiring at the Company's 2022 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 endedDecember 31, 2020 ; (3) approving, as a non-binding advisory resolution, the Company's directors' remuneration report for the year endedDecember 31, 2020 ; (4) approving the Company's prospective directors' remuneration policy for the three years endingDecember 2024 ; (5) receiving the Company's auditedU.K. accounts for the year endedDecember 31, 2020 , including the reports of the directors and the auditor thereon; (6) ratifying the appointment ofPricewaterhouseCoopers LLP ("PwC") as the Company'sU.S. independent registered public accounting firm for the year endingDecember 31, 2021 ; (7) reappointing PwC as the Company'sU.K. statutory auditor under theU.K. Companies Act 2006, to hold office from the conclusion of the 2021 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid; (8) authorizing the Board and/or the Audit Committee to determine the remuneration of PwC, in its capacity as the Company'sU.K. statutory auditor for the year endingDecember 31, 2021 ; (9) approving the forms of share repurchase contracts and repurchase counterparties in accordance with specific procedures for "off-market purchases" of Ordinary Shares through the NYSE or Euronext Paris; (10) authorizing the Board to allot equity securities in the Company; and as a special resolution, (11) authorizing the Board to allot equity securities without pre-emptive rights pursuant to the authority contemplated by the resolution in Proposal 10. Each proposal is more fully described in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onApril 9, 2021 .
The following are the final voting results of the Annual Meeting.
Proposal 1(a)-1(i) - Election of Directors Elect each of the following director nominees for a term expiring at the Company's 2022 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
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number PERCENT AGAINST TOTAL VOTES SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) of votes) (%) VALIDLY CAST (%) (Number of votes) (Number of votes)
283,981,098 95.3% 14,127,973 4.7% 298,109,071 66.1% 2,557,449 25,310,065
b. Election of director: Eleazar de Carvalho Filho
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number PERCENT AGAINST TOTAL VOTES SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) of votes) (%) VALIDLY CAST (%) (Number of votes) (Number of votes)
226,355,090 75.4% 73,853,967 24.6% 300,209,057 66.6% 457,463 25,310,065
c. Election of director: Claire S. Farley
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number PERCENT AGAINST TOTAL VOTES SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) of votes) (%) VALIDLY CAST (%) (Number of votes) (Number of votes)
296,145,922 98.6% 4,053,902 1.4% 300,199,824 66.6% 466,696 25,310,065
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d. Election of director: Peter Mellbye
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
AGAINST (Number of PERCENT AGAINST SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
FOR (Number of votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
292,360,563 97.4% 7,813,771 2.6% 300,174,334 66.6% 492,186 25,310,065
e. Election of director: John O'Leary
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
AGAINST (Number of PERCENT AGAINST SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
FOR (Number of votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
295,687,832 98.5% 4,500,946 1.5% 300,188,778 66.6% 477,742 25,310,065
f. Election of director: Margareth Øvrum
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
AGAINST (Number of PERCENT AGAINST SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
FOR (Number of votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
295,599,217 98.5% 4,617,141 1.5% 300,216,358 66.6% 450,162 25,310,065
g. Election of director: Kay G. Priestly
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
AGAINST (Number of PERCENT AGAINST SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
FOR (Number of votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
297,310,497 99.0% 2,906,409 1.0% 300,216,906 66.6% 449,614 25,310,065
h. Election of director: John Yearwood
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
AGAINST (Number of PERCENT AGAINST SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
FOR (Number of votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
286,436,401 95.4% 13,744,821 4.6% 300,181,222 66.6% 485,298 25,310,065
i. Election of director: Sophie Zurquiyah
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
AGAINST (Number of PERCENT AGAINST SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
FOR (Number of votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
204,343,735 68.1% 95,895,955 31.9% 300,239,690 66.6% 426,830 25,310,065
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Proposal 2 - 2020 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
The voting results were as follows:
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of SHARES IN ISSUE ABSTENTIONS(Number of BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENT AGAINST (%) TOTAL VOTES VALIDLY CAST (%) votes) (Number of votes)
254,224,952 84.6% 46,104,904 15.4% 300,329,856 66.6% 336,664 25,310,065
Proposal 3 - 2020 Directors' Remuneration Report
Approve, on an advisory basis, the Company's directors' remuneration report for the year ended
The voting results were as follows:
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of SHARES IN ISSUE ABSTENTIONS(Number of BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENT AGAINST (%) TOTAL VOTES VALIDLY CAST (%) votes) (Number of votes)
257,019,146 85.6% 43,292,002 14.4% 300,311,148 66.6% 355,372 25,310,065
Proposal 4 - Prospective Directors' Remuneration Policy
Approve the Company's prospective directors' remuneration policy for the three years ending
The voting results were as follows:
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENTAGAINST (%) TOTAL VOTES VALIDLY CAST (%) (Number of votes) (Number of votes)
209,610,314 69.8% 90,631,167 30.2% 300,241,481 66.6% 425,039
25,310,065
Proposal 5 - Receipt of
The voting results were as follows:
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENTAGAINST (%) TOTAL VOTES VALIDLY CAST (%) (Number of votes) (Number of votes)
324,598,985 99.9% 436,391 0.1% 325,035,376 72.1% 941,209 N/A
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Proposal 6 - Ratification of
The voting results were as follows:
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENT AGAINST (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
323,714,163 99.4% 1,870,373 0.6% 325,584,536 72.2% 392,049 N/A
Proposal 7 - Re-appointment of
The voting results were as follows:
TOTAL VOTES VALIDLY
FOR (Number of AGAINST (Number of PERCENT AGAINST CAST AS A PERCENTAGE ABSTENTIONS (Number BROKER NON-VOTES
votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST OF SHARES IN ISSUE (%) of votes) (Number of votes)
323,661,766 99.4% 1,905,402 0.6% 325,567,168 72.2% 409,417 N/A
Proposal 8 - Approval of
The voting results were as follows:
TOTAL VOTES VALIDLY
FOR (Number of AGAINST (Number of PERCENT AGAINST CAST AS A PERCENTAGE ABSTENTIONS (Number BROKER NON-VOTES
votes) PERCENT FOR (%) votes) (%) TOTAL VOTES VALIDLY CAST OF SHARES IN ISSUE (%) of votes) (Number of votes)
322,592,812 99.1% 2,968,403 0.9% 325,561,215 72.2% 415,370 N/A
Proposal 9 - Approval of Share Repurchase Contracts and Counterparties Approve the forms of share repurchase contracts and repurchase counterparties in accordance with specific procedures for "off-market purchases" of ordinary shares through the NYSE or Euronext Paris.
The voting results were as follows:
TOTAL VOTES VALIDLY
FOR (Number of AGAINST (Number of PERCENT AGAINST CAST AS A PERCENTAGE ABSTENTIONS (Number BROKER NON-VOTES
votes) PERCENT FOR (%) votes) (%)
TOTAL VOTES VALIDLY CAST OF SHARES IN ISSUE (%) of votes) (Number of votes)
318,029,478 98.2% 5,789,362 1.8% 323,818,840 71.9% 2,157,745 N/A
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Proposal 10 - Authority to Allot Equity Securities Authorize the Board to allot equity securities in the Company.
The voting results were as follows:
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENT AGAINST (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
247,902,244 82.5% 52,436,708 17.5% 300,338,952 66.6% 327,568 25,310,065
Proposal 11 - Authority to
The voting results were as follows:
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENT AGAINST (%) TOTAL VOTES VALIDLY CAST (%) of votes) (Number of votes)
296,174,405 98.6% 4,155,166 1.4% 300,329,571 66.6% 336,949 25,310,065
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