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Strong votes at TechnipFMC (FTI) AGM back directors, pay and equity authorities

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8-K

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TechnipFMC plc reported results from its Annual General Meeting of Shareholders held on May 1, 2026. Shareholders approved Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan, following prior Board approval on February 16, 2026.

All nine director nominees, including Douglas J. Pferdehirt and other board members, were elected for terms expiring at the 2027 annual meeting, each receiving about 98–100% of votes cast in favor. Shareholders also supported, on a non-binding advisory basis, 2025 named executive officer compensation with 92.75% of votes for, and the 2025 directors’ remuneration report with 92.91% of votes for.

Investors received the audited U.K. accounts for the year ended December 31, 2025, and confirmed PricewaterhouseCoopers LLP as both U.S. independent registered public accounting firm and U.K. statutory auditor, with strong support. Shareholders further authorized the Board to allot equity securities, including authority to do so without pre-emptive rights under Proposal 10.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 5.07 Submission of Matters to a Vote of Security Holders Governance
Results of a shareholder vote on proposals at an annual or special meeting.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Douglas J. Pferdehirt election support 343,831,977 votes (98.71% for) Director election at 2026 Annual General Meeting
Say-on-pay support 322,841,931 votes (92.75% for) 2025 U.S. named executive officer compensation
Directors’ remuneration report support 323,394,405 votes (92.91% for) 2025 directors’ remuneration report
U.K. accounts receipt support 361,912,181 votes (99.95% for) Receipt of audited U.K. accounts for year ended Dec. 31, 2025
U.S. auditor ratification 363,673,738 votes (99.78% for) Ratification of PwC as U.S. independent registered public accounting firm for 2026
Amendment No. 1 to 2022 Incentive Award Plan 342,523,224 votes (98.34% for) Proposal 8 approval at 2026 Annual General Meeting
Authority to allot equity securities 360,169,480 votes (98.77% for) Proposal 9 Board equity issuance authority
Authority without pre-emptive rights 357,162,747 votes (97.96% for) Proposal 10 equity allotment without pre-emptive rights
non-binding advisory resolution regulatory
"approving, as a non-binding advisory resolution, the Company’s named executive officer compensation"
A non-binding advisory resolution is a shareholder vote that expresses investors’ opinion or recommendation but does not legally force the company to act. Think of it like a public survey: management can ignore it, but a strong vote for or against signals investor sentiment, can sway board behavior or policy decisions, and may influence market perception and future, potentially binding, actions.
Incentive Award Plan financial
"Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan"
An incentive award plan is a formal program that rewards employees, executives, or directors with cash, stock, options, or other pay when the company meets set goals or performance targets. Like a sales commission or a loyalty program that pays out when you hit milestones, it’s designed to align staff behavior with company objectives; investors care because it affects a company’s costs, share count (dilution), leadership incentives, and long-term value creation.
broker non-votes regulatory
"ABSTENTIONS (Number of votes) | BROKER NON-VOTES (Number of votes)"
Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.
U.K. statutory auditor regulatory
"Reappoint PwC as the Company's U.K. statutory auditor under the U.K. Companies Act 2006"
pre-emptive rights financial
"authorize the Board to allot equity securities without pre-emptive rights"
An investor's pre-emptive rights are the option given to existing shareholders to buy new shares before they are offered to the public or new investors, letting them maintain their percentage ownership and voting power. Think of it like a right of first refusal at a sale: it prevents ownership from being diluted by allowing current holders to keep the same stake, which matters because dilution can reduce influence and the share of future profits.
Annual General Meeting of Shareholders regulatory
"TechnipFMC plc's Annual General Meeting of Shareholders held on May 1, 2026"
0001681459false00016814592026-05-012026-05-01

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
001-3798398-1283037
(State or other jurisdiction of incorporation)(Commission File Number)(I.R.S. Employer Identification No.)
One Subsea Lane
Houston, Texas
United States of America77044
(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 ClassTrading SymbolName of Each Exchange on Which Registered
Ordinary shares, $1.00 par value per shareFTINew 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 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
3


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
4


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 NumberExhibit Description
10.1^
Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan (incorporated by reference from Appendix B to TechnipFMC plc's Definitive Proxy Statement on Schedule 14A, filed on March 19, 2026 (File No. 001-37983)
104
Cover Page Interactive Data File (embedded within the Inline XBRL document)

^Indicates a management contract or compensatory plan or arrangement.
5


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, 2026Name: Cristina Aalders
Title: Executive Vice President
Chief Legal Officer and Secretary
6

FAQ

What did TechnipFMC (FTI) shareholders decide about the 2022 Incentive Award Plan?

Shareholders approved Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan. The amendment had been adopted by the Board on February 16, 2026 and became effective upon this stockholder approval at the May 1, 2026 Annual General Meeting.

Were all TechnipFMC (FTI) director nominees elected at the 2026 annual meeting?

Yes, all nine TechnipFMC director nominees were elected for terms expiring at the 2027 annual meeting. Each nominee, including Douglas J. Pferdehirt and others, received approximately 98–100% of votes cast in favor, with limited opposition or abstentions reported.

How did TechnipFMC (FTI) shareholders vote on 2025 executive compensation?

TechnipFMC shareholders approved the 2025 named executive officer compensation on a non-binding advisory basis. The say-on-pay resolution received 322,841,931 votes for, representing 92.75%, against 7.24% and additional abstentions and broker non-votes recorded.

What was the outcome of TechnipFMC (FTI) directors’ remuneration report vote?

Shareholders approved the 2025 directors’ remuneration report on a non-binding advisory basis. The proposal received 323,394,405 votes for, or 92.91%, with 7.08% against and some abstentions, indicating broad support for the company’s director pay disclosures.

Which auditor did TechnipFMC (FTI) shareholders ratify for 2026?

Shareholders ratified PricewaterhouseCoopers LLP (PwC) as TechnipFMC’s U.S. independent registered public accounting firm for the year ending December 31, 2026. PwC was also reappointed as U.K. statutory auditor under the U.K. Companies Act 2006 with similarly strong shareholder backing.

Did TechnipFMC (FTI) shareholders authorize the Board to allot equity securities?

Yes, shareholders authorized the Board to allot equity securities under Proposal 9, with 360,169,480 votes for and 98.77% support. Under Proposal 10, they also authorized allotment of equity securities without pre-emptive rights, with 97.96% votes for and modest opposition.

Filing Exhibits & Attachments

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