Item 5.07 Submission of Matters to a Vote of Security Holders
TechnipFMC plc (the “Company”) held its Annual General Meeting of Shareholders on April 24, 2020 (the “Annual Meeting”) for the purpose of (1) electing 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; (2) approving, on an advisory basis, the Company’s named executive officer (“NEO”) compensation for the year ended December 31, 2019 (the “Say-on-Pay Proposal for NEOs”); (3) approving, on an advisory basis, the Company’s U.K. directors’ remuneration report for the year ended December 31, 2019; (4) receiving the Company’s audited U.K. accounts for the year ended December 31, 2019, including the reports of the directors and the auditor thereon; (5) ratifying the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2020; (6) re-appointing 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; and (7) authorizing the Board of Directors (the “Board”) and/or the Audit Committee of the Board (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. Each proposal is more fully described in the Company’s definitive proxy statement on Schedule 14A filed with the Securities and Exchange Commission on March 13, 2020.
The following are the final voting results of the Annual Meeting.
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a.
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Election of director: Douglas J. Pferdehirt
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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309,107,880
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93.0
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23,383,927
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7.0
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332,491,807
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74.4
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1,966,459
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8,222,241
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b.
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Election of director: Eleazar de Carvalho Filho
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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276,339,457
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82.8
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57,389,033
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17.2
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333,728,490
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74.6
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729,776
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8,222,241
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c.
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Election of director: Arnaud Caudoux
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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330,517,612
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99.0
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3,244,385
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1.0
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333,761,997
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74.7
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696,269
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8,222,241
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d.
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Election of director: Pascal Colombani
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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325,580,145
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97.6
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8,171,596
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2.4
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333,751,741
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74.7
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706,525
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8,222,241
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e.
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Election of director: Marie-Ange Debon
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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329,820,727
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98.8
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3,953,962
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1.2
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333,774,689
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74.7
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683,577
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8,222,241
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f.
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Election of director: Claire S. Farley
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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330,576,109
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99.1
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3,166,235
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0.9
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333,742,344
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74.7
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715,922
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8,222,241
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g.
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Election of director: Didier Houssin
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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325,613,628
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97.6
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8,139,076
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2.4
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333,752,704
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74.7
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705,562
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8,222,241
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h.
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Election of director: Peter Mellbye
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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312,686,511
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93.7
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21,057,708
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6.3
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333,744,219
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74.7
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714,047
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8,222,241
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i.
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Election of director: John O’Leary
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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329,159,573
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98.6
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4,661,336
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1.4
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333,820,909
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74.7
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637,357
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8,222,241
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j.
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Election of director: Olivier Piou
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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329,371,931
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98.7
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4,459,062
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1.3
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333,830,993
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74.7
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627,273
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8,222,241
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k.
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Election of director: Kay G. Priestly
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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332,402,055
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99.6
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1,344,688
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0.4
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333,746,743
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74.7
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711,523
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8,222,241
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l.
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Election of director: Joseph Rinaldi
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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330,446,734
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99.0
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3,307,124
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1.0
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333,753,858
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74.7
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704,408
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8,222,241
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m.
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Election of director: James M. Ringler
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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234,184,889
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70.2
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99,554,764
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29.8
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333,739,653
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74.7
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718,613
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8,222,241
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n.
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Election of director: John Yearwood
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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327,459,784
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98.1
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6,250,599
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1.9
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333,710,383
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74.6
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747,883
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8,222,241
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Proposal 2 - 2019 U.S. Say-on-Pay Proposal for NEOs
Approval, on an advisory basis, of the Company’s NEO compensation for the year ended December 31, 2019.
The voting results were as follows:
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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286,617,728
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85.8
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47,447,425
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14.2
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334,065,153
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74.7
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393,113
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8,222,241
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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:
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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288,489,638
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86.4
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45,553,835
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13.6
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334,043,473
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74.7
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414,793
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8,222,241
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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:
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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341,688,781
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99.9
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431,722
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0.1
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342,120,503
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76.5
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560,004
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N/A
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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:
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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338,621,439
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99.0
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3,535,165
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1.0
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342,156,604
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76.5
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523,903
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N/A
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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:
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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338,586,704
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99.0
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3,553,892
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1.0
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342,140,596
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76.5
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539,911
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N/A
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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:
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FOR (Number of votes)
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PERCENT FOR (%)
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AGAINST (Number of votes)
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PERCENT AGAINST (%)
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TOTAL VOTES VALIDLY CAST
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TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
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ABSTENTIONS (Number of votes)
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BROKER NON-VOTES (Number of votes)
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340,351,676
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99.5
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1,794,750
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0.5
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342,146,426
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76.5
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534,081
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N/A
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