TechnipFMC plc filed SEC Form 8-K: Leadership Update, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$FTI
Oil and Gas Field Machinery
Consumer Discretionary
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported)
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
At TechnipFMC plc's (the "Company") Annual General Meeting of Shareholders held on May 1, 2026 (the "Annual Meeting"), shareholders approved Amendment No. 1 (the "Amendment") to the TechnipFMC plc 2022 Incentive Award Plan (the "Plan"). The Amendment was adopted by the Board of Directors on February 16, 2026 and became effective upon stockholder approval at the Annual Meeting.
The terms and conditions of the amended Plan are described in the section entitled "Proposal 8 - Approval of Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan" in the Company's Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on March 19, 2026. The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Amendment, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders
The Company held the Annual Meeting for the purpose of (1) electing each of the 9 director nominees for a term expiring at the Company’s 2027 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 ended December 31, 2025; (3) approving, as a non-binding advisory resolution, the Company’s directors’ remuneration report for the year ended December 31, 2025; (4) receiving the Company’s audited U.K. accounts for the year ended December 31, 2025, 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, 2026; (6) reappointing PwC as the Company’s U.K. statutory auditor under the U.K. Companies Act 2006, to hold office from the conclusion of the 2026 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’s U.K. statutory auditor for the year ending December 31, 2026; (8) authorizing the Amendment to the Plan; (9) authorizing the Board to allot equity securities in the Company; and (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 the Securities and Exchange Commission on March 19, 2026.
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 2027 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 (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
343,831,977 | 98.71% | 4,486,212 | 1.28% | 127,101 | 16,270,428 | ||||||||||||
b. Election of director: Robert G. Gwin | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
347,718,810 | 99.82% | 601,279 | 0.17% | 125,201 | 16,270,428 | ||||||||||||
| c. Election of director: Eleazar de Carvalho Filho | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
343,049,351 | 98.48% | 5,260,986 | 1.51% | 134,953 | 16,270,428 | ||||||||||||
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d. Election of director: Claire S. Farley | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
347,992,095 | 99.90% | 322,501 | 0.09% | 130,694 | 16,270,428 | ||||||||||||
| e. Election of director: John O’Leary | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
346,534,709 | 99.48% | 1,785,894 | 0.51% | 124,687 | 16,270,428 | ||||||||||||
| f. Election of director: Margareth Øvrum | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
346,620,222 | 99.51% | 1,698,331 | 0.48% | 126,737 | 16,270,428 | ||||||||||||
| g. Election of director: Kay G. Priestly | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
348,079,804 | 99.93% | 235,700 | 0.06% | 129,786 | 16,270,428 | ||||||||||||
| h. Election of director: John Yearwood | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
346,282,630 | 99.41% | 2,036,091 | 0.58% | 126,569 | 16,270,428 | ||||||||||||
| i. Election of director: Sophie Zurquiyah | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
345,840,545 | 99.29% | 2,472,410 | 0.70% | 132,335 | 16,270,428 | ||||||||||||
Proposal 2 – 2025 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 December 31, 2025. | |||||||||||||||||
| The voting results were as follows: | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
322,841,931 | 92.75% | 25,210,047 | 7.24% | 393,312 | 16,270,428 | ||||||||||||
Proposal 3 – 2025 Directors' Remuneration Report | |||||||||||||||||
| Approve, on an advisory basis, the Company’s directors’ remuneration report for the year ended December 31, 2025. | |||||||||||||||||
| The voting results were as follows: | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
323,394,405 | 92.91% | 24,659,067 | 7.08% | 391,818 | 16,270,428 | ||||||||||||
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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, 2025, 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 (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
361,912,181 | 99.95% | 150,099 | 0.04% | 2,653,438 | N/A | ||||||||||||
Proposal 5 – Ratification of U.S. Auditor | |||||||||||||||||
| Ratify the appointment of PwC as the Company's U.S. independent registered public accounting firm for the year ending December 31, 2026. | |||||||||||||||||
| The voting results were as follows: | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
363,673,738 | 99.78% | 796,342 | 0.21% | 245,638 | N/A | ||||||||||||
Proposal 6 – Re-appointment of U.K. Statutory Auditor | |||||||||||||||||
| Reappoint PwC as the Company's U.K. statutory auditor under the U.K. Companies Act 2006, to hold office from the conclusion of the 2026 Annual General Meeting of Shareholders 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 (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
363,720,120 | 99.79% | 730,703 | 0.20% | 264,895 | 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, 2026. | |||||||||||||||||
| The voting results were as follows: | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
363,181,751 | 99.62% | 1,380,265 | 0.37% | 153,702 | N/A | ||||||||||||
| Proposal 8 – Approval of Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan | |||||||||||||||||
Authorize an amendment to the TechnipFMC plc 2022 Incentive Award Plan. | |||||||||||||||||
| The voting results were as follows: | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
342,523,224 | 98.34% | 5,765,029 | 1.65% | 157,037 | 16,270,428 | ||||||||||||
Proposal 9 – Authority to Allot Equity Securities | |||||||||||||||||
| Authorize the Board to allot equity securities in the Company. | |||||||||||||||||
| The voting results were as follows: | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
360,169,480 | 98.77% | 4,466,187 | 1.22% | 80,051 | N/A | ||||||||||||
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Proposal 10 – Authority to Allot Equity Securities without Pre-emptive Rights | |||||||||||||||||
| Pursuant to the authority contemplated by the resolution in Proposal 9, authorize the Board to allot equity securities without pre-emptive rights. | |||||||||||||||||
| The voting results were as follows: | |||||||||||||||||
| FOR (Number of votes) | PERCENT FOR (%) | AGAINST (Number of votes) | PERCENT AGAINST (%) | ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes) | ||||||||||||
357,162,747 | 97.96% | 7,420,955 | 2.03% | 132,016 | N/A | ||||||||||||
Item 9.01 Financial Statements and Exhibits
(d) Exhibits
| Exhibit Number | Exhibit Description | |||||||
10.1^ | ||||||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |||||||
| ^ | Indicates a management contract or compensatory plan or arrangement. | ||||
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| TechnipFMC plc | ||||||||
| By: /s/ Cristina Aalders | ||||||||
| Dated: | May 1, 2026 | Name: Cristina Aalders | ||||||
| Title: Executive Vice President | ||||||||
Chief Legal Officer and Secretary | ||||||||
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