TechnipFMC plc

0001681459 false 0001681459 2026-05-01 2026-05-01 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 May 1, 2026 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 Subsea Lane Houston , Texas United States of America 77044 (Address of principal executive offices) (Zip Code) + 1 281 - 591-4000 (Registrant's telephone number, including area code) Not Applicable (Former name or former address, if changed since last report) ______________________________________________________ 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: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) 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 Securities registered pursuant to Section 12(g) of the Act: None. 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 5.02 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 2 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 o