TECHNIPFMC PLC Notice of 2024
Annual General Meeting of Shareholders
TechnipFMC plc, a public limited company having its registered office at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom, and incorporated in England and Wales with company number 09909709
April 26, 2024 at
4:00 p.m., London time
Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom
Your vote is very important.
Please ensure you: (i) promptly return the enclosed proxy card in the enclosed envelope, or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker.
Proposal | Description |
Ordinary Resolutions
Election of Directors:
To elect each of our nine director nominees for a term expiring at the Company's 2025 Annual
General Meeting of Shareholders:
1 (a)-(i) a. Douglas J. Pferdehirt | d. Robert G. Gwin | g. Kay G. Priestly |
b. Claire S. Farley | e. John O'Leary | h. John Yearwood |
c. Eleazar de Carvalho Filho | f. Margareth Øvrum | i. Sophie Zurquiyah |
2023 U.S. Say-on-Pay for Named Executive Officers:
- To approve, as a non-binding advisory resolution, the Company's named executive officer compensation for the year ended December 31, 2023, as reported in the Company's Proxy Statement
2023 U.K. Directors' Remuneration Report:
- To approve, as a non-binding advisory resolution, the Company's directors' remuneration report for the year ended December 31, 2023, as reported in the Company's United Kingdom (''U.K.'') Annual Report and Accounts
Prospective Directors' Remuneration Policy:
To approve the Company's prospective directors' remuneration policy for the three years ending December 31, 2027,
- in the form presented in the Company's directors' remuneration report for the year ended December 31, 2023 of the Company's U.K. Annual Report and Accounts, such policy to take effect immediately after the conclusion of the 2024 Annual General Meeting of Shareholders
Receipt of U.K. Annual Report and Accounts:
- To receive the Company's audited U.K. accounts for the year ended December 31, 2023, including the reports of the directors and the auditor thereon
Ratification of PwC as U.S. Auditor:
- To ratify the appointment of PricewaterhouseCoopers LLP (''PwC'') as the Company's United States (''U.S.'') independent registered public accounting firm for the year ending December 31, 2024
Reappointment of PwC as U.K. Statutory Auditor:
- To 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 2024 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid
Approval of U.K. Statutory Auditor Fees:
- 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, 2024
Approval of Share Repurchase Contracts and Counterparties:
- To approve the forms of share repurchase contracts and repurchase broker-dealers in accordance with U.K. law and specific procedures for ''off-market purchases'' of ordinary shares through the NYSE
10 | Authority to Allot Equity Securities: |
To authorize the Board to allot equity securities in the Company under U.K. law | |
ii TechnipFMC | Proxy Statement 2024 |
Proposal | Description |
Special Resolution
Authority to Allot Equity Securities without Pre-emptive Rights:
11 Pursuant to the authority contemplated by the resolution in Proposal 10, to authorize the Board to allot equity securities without pre-emptive rights under U.K. law
These items are more fully described in the Proxy Statement attached, which forms a part of this Notice of Annual General Meeting of Shareholders. As of the date of the Proxy Statement, TechnipFMC does not know of any other matters to be raised at the 2024 Annual General Meeting of Shareholders.
Your vote is very important. Please ensure you: (i) promptly return the enclosed proxy card in the enclosed envelope or (ii) grant a proxy and give voting instructions by telephone or internet, so that you may be represented at the meeting. Voting instructions are provided on your proxy card or on the voting instruction form provided by your broker.
On behalf of the Board of Directors, | March 15, 2024 |
Cristina Aalders
Executive Vice President, Chief Legal Officer and Secretary
Proxy Statement 2024 | TechnipFMC iii |
Proxy Statement for the 2024
Annual General Meeting of Shareholders
This Proxy Statement relates to the solicitation of votes or proxies by the Board of Directors (the ''Board'') of TechnipFMC plc (the ''Company,'' ''TechnipFMC,'' ''our,'' ''us,'' or ''we'') for use at our 2024 Annual General Meeting of Shareholders and at any adjournment or postponement of such meeting (the ''Annual Meeting'').
The Notice of Internet Availability of Proxy Materials (the ''Notice of Materials'') and related Proxy Materials (as defined below) were first made available to shareholders on or about March 15, 2024 at www.proxyvote.com. You may also request a printed copy of this Proxy Statement and the form of proxy by any of the following methods:
Internet
www.proxyvote.com
Telephone
1-800-579-1639
sendmaterial@proxyvote.com
Our U.S. Annual Report on Form 10-K, including consolidated financial statements, for the year ended
December 31, 2023 (our ''Annual Report on Form 10-K'') and our U.K. Annual Report and Accounts are being made available at the same time and by the same methods.
Our registered office is located at Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom. Our telephone number in our Newcastle office is +44 (0) 191 296 7000. Information regarding the Annual Meeting, including the information required by Section 311A of the U.K. Companies Act 2006 (the ''Companies Act''), can be found at www.technipfmc.com. Information contained on our website is not to be considered as part of the proxy solicitation material and is not incorporated into this Proxy Statement.
TechnipFMC is a public limited company incorporated under the laws of England and Wales, and our ordinary shares (the ''Ordinary Shares'') trade on the New York Stock Exchange in the United States (the ''NYSE'') under the symbol ''FTI.'' As a result, the Company is governed by the Companies Act, U.S. securities laws and regulations, and the listing standards of the NYSE.
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR
THE 2024 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON APRIL 26, 2024
The Notice of Annual General Meeting of Shareholders and Proxy Statement, Annual Report on
Form 10-K, and U.K. Annual Report and Accounts are available at www.proxyvote.com.
iv TechnipFMC | Proxy Statement 2024 |
Forward-Looking Statements
The Proxy Materials contain ''forward-looking statements'' as defined in Section 27A of the United States Securities Act of 1933, as amended, and Section 21E of the United States Securities Exchange Act of 1934, as amended (the ''Exchange Act''). All statements other than statements of historical or current facts, including statements regarding our environmental and other environmental, social, and governance (''ESG'') plans and goals, made in this document are forward-looking. We use words such as ''believe,'' ''expect,'' ''anticipate,'' ''plan,'' ''intend,'' ''commit,'' ''foresee,'' ''should,'' ''would,'' ''could,'' ''may,'' ''estimate,'' ''outlook'' and similar expressions, including the negative thereof. The absence of these words, however, does not mean that the statements are not forward-looking. All of our forward-looking statements involve risks and uncertainties (some of which are significant or beyond our control) and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. These forward-looking statements are based on our current expectations, beliefs and assumptions concerning future developments and business conditions and their potential effect on us. While management believes these forward-looking statements are reasonable as and when made, there can be no assurance that future developments affecting us will be those that we anticipate. Known material factors that could cause actual results to differ materially from those contemplated in the forward-looking statements include unpredictable trends in the demand for and price of oil and natural gas; competition and unanticipated changes relating to competitive factors in our industry, including ongoing industry consolidation; our inability to develop, implement and protect new technologies and services and intellectual property related thereto, including new technologies and services for our New Energy business; the cumulative loss of major contracts, customers or alliances and unfavorable credit and commercial terms of certain contracts; disruptions in the political, regulatory, economic and social conditions of the countries in which we conduct business; the refusal of the Depository Trust Company (''DTC'') to act as depository and clearing agency for our shares; the impact of our existing and future indebtedness and the restrictions on our operations by terms of the agreements governing our existing indebtedness; the risks caused by our acquisition and divestiture activities; additional costs or risks from increasing scrutiny and expectations regarding ESG matters; uncertainties related to our investments in New Energy business; the risks caused by fixed-price contracts; our failure to timely deliver our backlog; our reliance on subcontractors, suppliers and our joint venture partners; a failure or breach of our IT infrastructure or that of our subcontractors, suppliers or joint venture partners, including as a result of cyberattacks; risks of pirates and maritime conflicts endangering our maritime employees and assets; any delays and cost overruns of new capital asset construction projects for vessels and manufacturing facilities; potential liabilities inherent in the industries in which we operate or have operated; our failure to comply with existing and future laws and regulations, including those related to environmental protection, climate change, health and safety, labor and employment, import/export controls, currency exchange, bribery and corruption, taxation, privacy, data protection and data security; the additional restrictions on dividend payouts or share repurchases as an English public limited company; uninsured claims and litigation against us; tax laws, treaties and regulations and any unfavorable findings by relevant tax authorities; potential departure of our key managers and employees; adverse seasonal, weather, and other climatic conditions and unfavorable currency exchange rates; risk in connection with our defined benefit pension plan commitments; and our inability to obtain sufficient bonding capacity for certain contracts, as well as the risk factors discussed in our filings with the U.S. Securities and Exchange Commission (''SEC''), including our annual reports on Form 10-K and quarterly reports on Form 10-Q. In addition, historical, current, and forward-lookingESG-related statements may be based on standards for measuring progress that are still developing, and internal controls and processes that continue to evolve. Forward-looking and other statements in the Proxy Materials may also address our corporate responsibility and sustainability progress, plans, and goals, and the inclusion of such statements is not an indication that these contents are necessarily material for the purposes of complying with or reporting pursuant to the U.S. federal securities laws and regulations, even if we use the word ''material'' or ''materiality'' in this document. Additionally, any references to our website or other materials not included in our Proxy Materials are, absent express language to the contrary, not incorporated by reference into these documents. With respect to ESG information that pertains to our third-party vendors, suppliers and partners, we often rely on such third-parties' data and do not independently verify or audit, or commit to independently verifying or auditing, their information. Such information may also change over time as methodologies and data availability and quality continue to evolve. These factors, as well as any inaccuracies in third-party information we use, including in estimates or assumptions, may cause results to differ materially and adversely from statements, estimates, and beliefs made by us or third-parties. We caution you not to place undue reliance on any forward-looking statements,
Proxy Statement 2024 | TechnipFMC v |
which speak only as of the date hereof. We undertake no obligation to publicly update or revise any of our forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise, except to the extent required by law. Additionally, we may provide information that is not necessarily material for SEC reporting purposes but that is informed by various ESG standards and frameworks (including standards for the measurement of underlying data), internal controls, and assumptions or third-party information that are still evolving and subject to change. For example, we note that standards and expectations regarding greenhouse gas (GHG) accounting and the processes for measuring and counting GHG emissions and GHG emission reductions are evolving, and it is possible that our approaches both to measuring our emissions and to reducing emissions and measuring those reductions may be, either currently by some stakeholders or at some point future, considered inconsistent with common or best practices with respect to measuring and accounting for such matters, and reducing overall emissions. Similarly, our disclosures based on any standards may change due to revisions in framework requirements, availability of information, changes in our business or applicable governmental policies, or other factors, some of which may be beyond our control.
vi TechnipFMC | Proxy Statement 2024 |
Contents
2024 Proxy Summary | 1 |
Annual Meeting Information | 1 |
Voting Matters and Board Recommendations | 1 |
2023 Financial Performance | 2 |
Governance Highlights | 4 |
2023-2024 Shareholder Engagement Program | 5 |
Director Nominees | 6 |
Executive Compensation | 7 |
Environmental, Social, and Governance | 9 |
Results of our 2021-2023 Scorecard | 10 |
The 2024-2026 Scorecard | 11 |
Governance of Environmental, Social, and Governance Matters | 12 |
Proposal 1 - Election of Directors | 14 |
Director Nominees | 16 |
Corporate Governance | 25 |
Governance Guidelines and Key Board Practices | 25 |
Shareholder Engagement | 26 |
Leadership Structure of the Board | 27 |
Board Composition and Criteria for Board Membership | 28 |
Enterprise Risk Management | 32 |
Committees of the Board of Directors | 32 |
Board Meetings and Attendance | 35 |
Director Independence | 35 |
Compensation Committee Interlocks and Insider Participation | 36 |
Communications with Directors | 36 |
Director Compensation | 37 |
Non-executive Director Compensation | 37 |
Proposal 2 - 2023 Say-on-Pay for NEOs | 41 |
Proposal 3 - 2023 Directors' Remuneration Report | 42 |
Proposal 4 - Prospective Directors' Remuneration Policy | 43 |
Executive Compensation Discussion and Analysis | 44 |
Named Executive Officers | 44 |
Our Executive Compensation Philosophy | 45 |
Proxy Statement 2024 | TechnipFMC vii |
Contents
Actions that Created Shareholder Value in 2023 | 45 |
2023 Performance and Impact on Executive Compensation | 46 |
Say-on-Pay and Shareholder Engagement | 50 |
Executive Compensation Practices | 51 |
Compensation Governance | 52 |
Elements of 2023 Executive Compensation | 55 |
Other Compensation, Benefits, and Considerations | 69 |
Summary Compensation Table for the Year Ended December 31, 2023 | 74 |
Grants of Plan-Based Awards Table | 75 |
Outstanding Equity Awards at Fiscal Year-End Table | 77 |
Option Exercises and Stock Vested Table | 78 |
Pension Benefits Table | 78 |
Non-Qualified Deferred Compensation Table | 80 |
Potential Payments upon Termination | 80 |
CEO Pay Ratio | 83 |
Pay Versus Performance | 85 |
Compensation and Talent Committee Report | 90 |
Audit Committee Report | 91 |
Proposal 5 - Receipt of U.K. Annual Report and Accounts | 92 |
Proposal 6 - Ratification of U.S. Auditor | 93 |
Proposal 7 - Reappointment of U.K. Statutory Auditor | 95 |
Proposal 8 - Approval of U.K. Statutory Auditor Fees | 96 |
Proposal 9 - Approval of Share Repurchase Contracts and Counterparties | 97 |
Proposal 10 - Authority to Allot Equity Securities | 100 |
Proposal 11 - Authority to Allot Equity Securities without Pre-emptive Rights | 102 |
Transactions with Related Persons | 104 |
Security Ownership of Certain Beneficial Owners and Management | 105 |
Delinquent Section 16(a) Reports | 106 |
Proposals for the 2024 Annual General Meeting of Shareholders | 107 |
Shareholders Sharing an Address | 108 |
General Information about the Annual Meeting | 109 |
Appendix A - Reconciliation of Non-GAAP Measures | 115 |
Appendix B - Form of Share Purchase Contract | 119 |
Appendix C - Form of Rule 10b5-1 Share Repurchase Contract | 122 |
viii TechnipFMC | Proxy Statement 2024 |
2024 Proxy Summary
Along with the Notice of Annual General Meeting of Shareholders, we are providing this Proxy Statement, the U.K. Annual Report and Accounts, and the Annual Report on Form 10-K in connection with the Annual Meeting (collectively, the ''Proxy Materials'').
This summary highlights information contained elsewhere in this Proxy Statement. This summary does not contain all the information that you should consider regarding each of the proposals to be voted on at the Annual Meeting. Please read the entire Proxy Statement carefully before voting. For further information regarding our 2023 financial performance, please review our Annual Report on Form 10-K and our U.K. Annual Report and Accounts.
Annual Meeting Information
Time and Date | Place | Voting Deadline |
April 26, 2024 at | Hadrian House, Wincomblee Road, | 11:59 p.m., New York |
4:00 p.m., London time | Newcastle upon Tyne, NE6 3PL, | time, on April 25, 2024 |
United Kingdom |
Voting | Admission |
Each Ordinary Share | Admission ticket and valid photo identification required. Please see ''General |
is entitled to one vote | Information about the Annual Meeting - Who can attend the Annual |
for each of the proposals | Meeting?'' for more information. |
to be voted on. | Please follow the voting instructions on your proxy card and/or your voting |
instruction form as different voting deadlines may be applicable depending | |
Record Date | on how you hold your shares. Please also review ''How do I vote?'' in the |
March 4, 2024 | section entitled ''General Information about the Annual Meeting.'' |
Voting Matters and Board Recommendations
The full text of each resolution to be voted on at the Annual Meeting is set out in the Notice of Annual General Meeting of Shareholders.
Board | Where You Can Find | |||
Proposal to be Voted Upon | Recommendation | More Information | ||
Ordinary Resolutions | ||||
1: (a)-(i) Election of Directors | FOR | Page 14 | ||
Each Director Nominee | ||||
2: 2023 U.S. Say-on-Pay Proposal for Named Executive Officers | FOR | Page 41 | ||
3: 2023 U.K. Directors' Remuneration Report | FOR | Page 42 | ||
4: Prospective Directors' Remuneration Policy | FOR | Page 43 | ||
5: Receipt of U.K. Annual Report and Accounts | FOR | Page 92 | ||
6: Ratification of PwC as U.S. Auditor | FOR | Page 93 | ||
7: Reappointment of PwC as U.K. Statutory Auditor | FOR | Page 95 | ||
8: Approval of U.K. Statutory Auditor Fees | FOR | Page 96 | ||
9: Approval of Share Repurchase Contracts and Counterparties | FOR | Page 97 | ||
10: Authority to Allot Equity Securities | FOR | Page 100 | ||
Special Resolution | ||||
11: Authority to Allot Equity Securities without Pre-emptive Rights | FOR | Page 102 | ||
Proxy Statement 2024 | TechnipFMC 1 |
2024 Proxy Summary
2023 Financial Performance
Inbound orders1 improved to $11 billion, driven largely by growth in | |||
offshore activity | |||
Cash flow from operations of $693.0 million increased year-over-year | |||
by $340.9 million, and free cash flow2 of $467.8 million more than | $11 | ||
doubled when compared to the prior year | |||
Total | billion | ||
an annualized basis, and authorized additional share repurchase of up to | |||
Initiated quarterly cash dividend that represented $0.20 per share on | |||
Company | $400 million, which increased total authorization to $800 million | Inbound | |
orders | |||
Established new commitment to return more than 60% of annual free | |||
cash flow to shareholders through at least 2025 | |||
Received the National Ocean Industries Association's ESG Excellence | |||
Award, which recognized our commitment to Environmental, Social, and | |||
Governance (''ESG'') actions, including efforts in fair representation and | |||
inclusion and in energy transition technologies | |||
Inbound orders increased 45% year-over-year to $9.7 billion, driven by | |||
growth in both projects and services activity | |||
Record year of integrated project awards for our Company, including | |||
our largest iEPCI™ contract ever for Equinor's Raia project (formerly | $9.7 | ||
Subsea | BM-C-33), following a successful iFEED™ | ||
Direct awards, iEPCI™ projects, and Subsea Services exceeded 70% of | billion | ||
total Subsea orders, reflecting the positive outcomes of our | Inbound | ||
differentiated offerings, strong client relationships, and project | |||
selectivity | orders | ||
Experienced increased adoption of Subsea 2.0® product platform, | |||
including three new clients - Equinor, ExxonMobil, and Chevron | |||
Subsea Services revenue grew to more than $1.5 billion for the year, | |||
driven by a growing installed base and aging infrastructure |
Surface Technologies
Inbound orders of $1.2 billion primarily supported by international markets
Continued ramp-up in production at our Saudi Arabia facility, as well as successful execution on our 10-year framework agreement with Abu Dhabi National Oil Company
Experienced increased client adoption of our digital e-Mission™ solution, the industry's only real-time monitoring and control system that reduces methane flaring by up to 50% and maximizes oil production
$1.2
billion
Inbound orders
2 TechnipFMC | Proxy Statement 2024 |
Attachments
- Original Link
- Original Document
- Permalink
Disclaimer
TechnipFMC plc published this content on 16 March 2024 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 16 March 2024 04:40:06 UTC.
