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 onApril 29, 2022 (the "Annual Meeting") for the purpose of (1) electing each of the 9 director nominees for a term expiring at the Company's 2023 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, 2021 ; (3) approving, as a non-binding advisory resolution, the Company's directors' remuneration report for the year endedDecember 31, 2021 ; (4) receiving the Company's auditedU.K. accounts for the year endedDecember 31, 2021 , including the reports of the directors and the auditor thereon; (5) ratifying the appointment ofPricewaterhouseCoopers LLP ("PwC") as the Company'sU.S. independent registered public accounting firm for the year endingDecember 31, 2022 ; (6) reappointing PwC as the Company'sU.K. statutory auditor under theU.K. Companies Act 2006, to hold office from the conclusion of the 2022 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid; (7) 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, 2022 ; (8) authorizing the adoption of theTechnipFMC 2022 Incentive Award Plan; (9) authorizing the Board to allot equity securities in the Company; and as a special resolution, (10) authorizing the Board to allot equity securities without pre-emptive rights pursuant to the authority contemplated by the resolution in Proposal 9. Each proposal is more fully described in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onMarch 18, 2022 .
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 2023 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 of PERCENT AGAINST TOTAL VOTES SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) votes) (%) VALIDLY CAST (%) (Number of votes) (Number of votes)
315,670,913 97.0% 9,866,999 3.00% 325,537,912 72.00% 1,455,177 18,719,541
b. Election of director: Eleazar de Carvalho Filho
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of PERCENT AGAINST TOTAL VOTES SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) votes) (%) VALIDLY CAST (%) (Number of votes) (Number of votes)
282,140,953 86.3% 44,768,043 13.70% 326,908,996 72.30% 84,093 18,719,541
c. Election of director: Claire S. Farley
TOTAL VOTES
VALIDLY CAST AS A
PERCENTAGE OF
FOR (Number of AGAINST (Number of PERCENT AGAINST TOTAL VOTES SHARES IN ISSUE ABSTENTIONS BROKER NON-VOTES
votes) PERCENT FOR (%) votes) (%) VALIDLY CAST (%) (Number of votes) (Number of votes)
266,584,805 81.5% 60,343,261 18.50% 326,928,066 72.30% 65,023 18,719,541
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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)
316,166,675 96.7% 10,759,004 3.30% 326,925,679 72.30% 67,410 18,719,541
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)
261,816,707 80.1% 65,110,818 19.90% 326,927,525 72.30% 65,564 18,719,541
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)
313,020,162 95.7% 13,916,105 4.30% 326,936,267 72.30% 56,822 18,719,541
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)
323,867,862 99.1% 3,044,399 0.90% 326,912,261 72.30% 80,828 18,719,541
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)
249,183,558 76.2% 77,738,487 23.80% 326,922,045 72.30% 71,044 18,719,541
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)
235,999,702 72.2% 90,922,737 27.80% 326,922,439 72.30% 70,650 18,719,541
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Proposal 2 - 2021 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)
183,598,606 56.2% 143,290,254 43.80% 326,888,860 72.30% 104,229 18,719,541
Proposal 3 - 2021 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)
183,778,357 56.2% 143,064,442 43.80% 326,842,799 72.30% 150,290 18,719,541
Proposal 4 - 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)
344,232,064 99.9% 185,937 0.1% 344,418,001 76.2% 1,294,629 N/A
Proposal 5 - 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 BROKER NON-VOTES
votes) PERCENT FOR (%) votes) PERCENTAGAINST (%) TOTAL VOTES VALIDLY CAST (%) (Number of votes) (Number of votes)
345,405,946 100.0% 170,676 0.0% 345,576,622 76.4% 136,008 N/A
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Proposal 6 - Re-appointment of
The voting results were as follows:
TOTAL VOTES VALIDLY
CAST AS A PERCENTAGE
FOR (Number of PERCENT FOR AGAINST (Number PERCENT TOTAL VOTES OF SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) (%) of votes) AGAINST (%) VALIDLY CAST (%) of votes) (Number of votes)
345,385,320 99.9% 190,724 0.1% 345,576,044 76.4% 136,586 N/A
Proposal 7 - Approval of
The voting results were as follows:
TOTAL VOTES VALIDLY
CAST AS A PERCENTAGE
FOR (Number of PERCENT FOR AGAINST (Number PERCENT TOTAL VOTES OF SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) (%) of votes) AGAINST (%) VALIDLY CAST (%) of votes) (Number of votes)
345,170,772 99.9% 249,130 0.1% 345,419,902 76.4% 292,728 N/A
Proposal 8 - Approval of Share Repurchase Contracts and Counterparties
Authorize the adoption of the
The voting results were as follows:
TOTAL VOTES VALIDLY
CAST AS A PERCENTAGE
FOR (Number of PERCENT FOR AGAINST (Number PERCENT TOTAL VOTES OF SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) (%) of votes) AGAINST (%) VALIDLY CAST (%) of votes) (Number of votes)
317,099,331 97.0% 9,782,230 3.0% 326,881,561 72.3% 111,528 18,719,541
Proposal 9 - 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)
299,193,397 91.5% 27,695,652 8.5% 326,889,049 72.3% 104,040 18,719,541
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Proposal 10 - 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 BROKER NON-VOTESvotes) PERCENT FOR (%) votes) PERCENT AGAINST (%) TOTAL VOTES VALIDLY CAST (%) (Number of votes)
(Number of votes)
316,885,525 96.9% 9,972,839 3.1% 326,858,364 72.3% 134,725 18,719,541
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