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 28, 2023 (the "Annual Meeting") for the purpose of (1) electing each of the 9 director nominees for a term expiring at the Company's 2024 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, 2022 ; (3) approving, as a non-binding advisory resolution, the Company's directors' remuneration report for the year endedDecember 31, 2022 ; (4) receiving the Company's auditedU.K. accounts for the year endedDecember 31, 2022 , 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, 2023 ; (6) reappointing PwC as the Company'sU.K. statutory auditor under theU.K. Companies Act 2006, to hold office from the conclusion of the 2023 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, 2023 ; (8) authorizing the Board to allot equity securities in the Company; and (9) authorizing the Board to allot equity securities without pre-emptive rights pursuant to the authority contemplated by the resolution in Proposal 8. Each proposal is more fully described in the Company's definitive proxy statement on Schedule 14A filed with theSecurities and Exchange Commission onMarch 17, 2023 .
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 2024 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)
356,302,050 96.30% 13,727,314 3.70% 370,029,364 83.85% 290,610 11,549,610
b. 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)
363,999,313 98.32% 6,199,738 1.67% 370,199,051 83.89% 120,923 11,549,610
c. 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)
324,291,827 87.60% 45,895,721 12.39% 370,187,548 83.88% 132,426 11,549,610
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d. Election of director: Robert G. Gwin
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)
362,628,418 98.09% 7,036,620 1.90% 369,665,038 83.77% 654,936 11,549,610
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)
363,044,017 98.06% 7,147,639 1.93% 370,191,656 83.89% 128,318 11,549,610
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)
363,785,813 98.26% 6,405,404 1.73% 370,191,217 83.88% 128,757 11,549,610
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)
364,702,329 98.51% 5,489,583 1.48% 370,191,912 83.89% 128,062 11,549,610
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)
346,283,201 93.54% 23,906,993 6.45% 370,190,194 83.88% 129,780 11,549,610
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)
364,581,230 98.49% 5,574,063 1.50% 370,155,293 83.88% 164,681 11,549,610
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Proposal 2 - 2022 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)
355,048,881 96.50% 12,845,085 3.49% 367,893,966 83.36% 2,426,008 11,549,610
Proposal 3 - 2022 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)
355,323,080 96.58% 12,563,172 3.41% 367,886,252 83.36% 2,433,722 11,549,610
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)
380,428,088 99.94% 217,231 0.05% 380,645,319 86.25% 1,224,265 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)
381,527,906 99.97% 91,812 0.02% 381,619,718 86.47% 249,866 N/A
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Proposal 6 - Re-appointment of
The voting results were as follows:
TOTAL VOTES VALIDLY
AGAINST CAST AS A PERCENTAGE
FOR (Number of PERCENT FOR (Number of PERCENT TOTAL VOTES OF SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) (%) votes) AGAINST (%) VALIDLY CAST (%) of votes) (Number of votes)
381,532,044 99.98% 71,092 0.01% 381,603,136 86.47% 266,448 N/A
Proposal 7 - Approval of
The voting results were as follows:
TOTAL VOTES VALIDLY
AGAINST CAST AS A PERCENTAGE
FOR (Number of PERCENT FOR (Number of PERCENT TOTAL VOTES OF SHARES IN ISSUE ABSTENTIONS (Number BROKER NON-VOTES
votes) (%) votes) AGAINST (%) VALIDLY CAST (%) of votes) (Number of votes)
381,503,348 99.94% 206,854 0.05% 381,710,202 86.50% 159,382 N/A
Proposal 8 - 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)
358,000,768 96.69% 12,225,833 3.30% 370,226,601 83.89% 93,373 11,549,610
Proposal 9 - 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)
353,844,950 95.75% 15,695,780 4.24% 369,540,730 83.74% 779,244 11,549,610
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