0001681459-19-000062.txt : 20190503 0001681459-19-000062.hdr.sgml : 20190503 20190503160612 ACCESSION NUMBER: 0001681459-19-000062 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20190501 ITEM INFORMATION: Submission of Matters to a Vote of Security Holders FILED AS OF DATE: 20190503 DATE AS OF CHANGE: 20190503 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TechnipFMC plc CENTRAL INDEX KEY: 0001681459 STANDARD INDUSTRIAL CLASSIFICATION: OIL & GAS FILED MACHINERY & EQUIPMENT [3533] IRS NUMBER: 981283037 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-37983 FILM NUMBER: 19796148 BUSINESS ADDRESS: STREET 1: ONE ST. PAUL'S CHURCHYARD CITY: LONDON STATE: X0 ZIP: EC4M 8AP BUSINESS PHONE: 44 203 429 3950 MAIL ADDRESS: STREET 1: ONE ST. PAUL'S CHURCHYARD CITY: LONDON STATE: X0 ZIP: EC4M 8AP FORMER COMPANY: FORMER CONFORMED NAME: TechnipFMC Ltd DATE OF NAME CHANGE: 20160803 8-K 1 a20190503-form8xkxannualme.htm 8-K Document


    
 
 
 
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
____________________________
FORM 8-K
____________________________


CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

May 1, 2019
Date of Report (Date of earliest event reported)
 
TechnipFMC plc
(Exact name of registrant as specified in its charter)
____________________________
 England and Wales
 
001-37983
 
98-1283037
(State or other jurisdiction
of incorporation)
 
(Commission File Number)
 
(I.R.S. Employer
Identification No.)
One St. Paul’s Churchyard
London, EC4M 8AP
United Kingdom
(Address of Principal Executive Offices) (Zip Code)
+44 203 429 3950
(Registrant’s Telephone Number, Including Area Code)
n/a
(Former name or former address, if changed since last report)
____________
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
Trading Symbol
Name of Each Exchange on Which Registered
Ordinary shares, $1.00 par value per share
FTI
New York Stock Exchange

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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).
Emerging growth company ☐



If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐




Item 5.07     Submission of Matters to a Vote of Security Holders
TechnipFMC plc (the “Company”) held its Annual General Meeting of Shareholders on May 1, 2019 (the “Annual Meeting”) for the purpose of (1) electing each of the 12 director nominees for a term expiring at the Company’s 2020 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) receiving the Company’s audited U.K. accounts for the year ended December 31, 2018, including the reports of the directors and the auditor thereon; (3) approving, on an advisory basis, the Company’s named executive officer (“NEO”) compensation for the year ended December 31, 2018 (the “Say-on-Pay Proposal for NEOs”); (4) approving, on an advisory basis, the frequency of future Say-on-Pay Proposals for NEOs; (5) approving, on an advisory basis, the Company’s directors’ remuneration report for the year ended December 31, 2018; (6) ratifying the appointment of PricewaterhouseCoopers LLP (“PwC”) as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2019; (7) 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 (8) 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, 2019. 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 15, 2019.
The following are the final voting results of the Annual Meeting.

1.
The election of each of the 12 director nominees for a term expiring at the Company’s 2020 Annual General Meeting of Shareholders or until his or her earlier death, retirement, resignation, or removal pursuant to the Company’s articles of association was approved. 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 (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
278,151,794
92.1
23,776,681
7.9
301,928,475
67.1
5,687,220
7,139,704
 
 
 
 
 
 
 
 

b.
Election of director: Arnaud Caudoux
FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
215,103,790
70.2
91,343,768
29.8
306,447,558
68.1
1,168,137
7,139,704
 
 
 
 
 
 
 
 







c.
Election of director: Pascal Colombani

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
298,498,760
97.4
7,960,021
2.6
306,458,781
68.1
1,156,914
7,139,704
 
 
 
 
 
 
 
 

d.
Election of director: Marie-Ange Debon

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
256,127,641
86.2
40,854,965
13.8
296,982,606
66.0
10,633,089
7,139,704
 
 
 
 
 
 
 
 

e.
Election of director: Eleazar de Carvalho Filho

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
272,282,118
88.7
34,789,900
11.3
307,072,018
68.2
543,677
7,139,704
 
 
 
 
 
 
 
 
 
f.
Election of director: Claire S. Farley

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
299,433,373
97.5
7,626,672
2.5
307,060,045
68.2
555,650
7,139,704
 
 
 
 
 
 
 
 










g.
Election of director: Didier Houssin

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
298,367,687
97.4
8,083,841
2.6
306,451,528
68.1
1,164,167
7,139,704
 
 
 
 
 
 
 
 
h.
Election of director: Peter Mellbye

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
289,562,839
94.3
17,503,196
5.7
307,066,035
68.2
549,660
7,139,704
 
 
 
 
 
 
 
 
i.
Election of director: John O’Leary

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
298,739,298
97.5
7,701,025
2.5
306,440,323
68.1
1,175,372
7,139,704
 
 
 
 
 
 
 
 
j.
Election of director: Kay G. Priestly

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
299,166,380
97.4
7,895,809
2.6
307,062,189
68.2
553,506
7,139,704
 
 
 
 
 
 
 
 














k.
Election of director: Joseph Rinaldi

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
300,066,884
97.9
6,373,079
2.1
306,439,963
68.1
1,175,732
7,139,704
 
 
 
 
 
 
 
 
l.
Election of director: James M. Ringler


FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
250,176,300
81.5
56,892,841
18.5
307,069,141
68.2
546,554
7,139,704
 
 
 
 
 
 
 
 
2.
The receipt of the Company’s audited U.K. accounts for the year ended December 31, 2018, including the reports of the directors and the auditor thereon, was approved. The voting results were as follows:

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
310,342,671
98.8
3,625,606
1.2
313,968,277
69.8
787,122
N/A
 
 
 
 
 
 
 
 

3.
The Company’s named executive officer (“NEO”) compensation for the year ended December 31, 2018 was approved, on an advisory basis. The voting results were as follows:

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
213,720,747
69.6
93,566,321
30.4
307,287,068
68.3
328,627
7,139,704
 
 
 
 
 
 
 
 









4.
One year was approved, on an advisory basis, as the frequency of future Say-on-Pay Proposals for NEOs. The voting results were as follows:

1 YEAR (Number of votes)
1 YEAR (%)
2 YEARS (Number of votes)
2 YEARS (%)
3 YEARS (Number of Votes)
3 YEARS (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
301,205,901
98.1
346,421
0.1
5,426,340
1.8
306,978,662
68.2
637,033
7,139,704

Based on the results of this Proposal 4, the Company has determined to include future Say-on-Pay Proposals for NEOs every year until the next required frequency vote.

5.
The Company’s directors’ remuneration report for the year ended December 31, 2018 was approved, on an advisory basis. The voting results were as follows:

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
245,541,292
79.9
61,734,154
20.1
307,275,446
68.3
340,249
7,139,704
 
 
 
 
 
 
 
 
6.
The appointment of PwC as the Company’s U.S. independent registered public accounting firm for the year ending December 31, 2019 was ratified. The voting results were as follows:
FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
310,040,197
98.6
4,277,416
1.4
314,317,613
69.8
437,786
N/A
 
 
 
 
 
 
 
 
7.
The 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, was approved. The voting results were as follows:
FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
309,820,157
98.6
4,512,036
1.4
314,332,193
69.8
423,206
N/A
 
 
 
 
 
 
 
 







8.
The proposal to authorize 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, 2019, was approved. The voting results were as follows:

FOR (Number of votes)
PERCENT FOR (%)
AGAINST (Number of votes)
PERCENT AGAINST (%)
TOTAL VOTES VALIDLY CAST
TOTAL VOTES VALIDLY CAST AS A PERCENTAGE OF SHARES IN ISSUE (%)
ABSTENTIONS (Number of votes)
BROKER NON-VOTES (Number of votes)
310,562,761
98.9
3,523,652
1.1
314,086,413
69.8
668,986
N/A
 
 
 
 
 
 
 
 









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




Date: May 3, 2019            By: /s/ Dianne B. Ralston                        
    
Name:
Dianne B. Ralston
Title:
Executive Vice President,
 
Chief Legal Officer and Secretary