NYSE: FTI TechnipFMC plc 8-K

TechnipFMC shareholders approve equity plan amendment and re-elect all directors

Filed May 1, 2026 · Period ending May 1, 2026 · ~1 min read

Key Changes

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Shareholders approved Amendment No. 1 to the 2022 Incentive Award Plan with 98.34% support (342.5M for, 5.8M against). The board adopted the amendment in February 2026, effective upon shareholder approval.

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation verify on EDGAR →
low

All nine directors elected with 98.48%–99.93% support. CEO Douglas Pferdehirt received 98.71% (343.8M for, 4.5M against).

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Say-on-pay approved with 92.75% support (322.8M for, 25.2M against). PwC ratified as auditor with 99.78% support.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →
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Board authorized to allot equity securities (98.77% support) and allot without pre-emptive rights (97.96% support), standard governance authorities for U.K.-incorporated companies.

Item 5.07 — Submission of Matters to a Vote of Security Holders verify on EDGAR →

Summary

TechnipFMC held its 2026 annual meeting on May 1, reporting routine governance outcomes. The most material item was shareholder approval of Amendment No. 1 to the company's 2022 equity compensation plan, which passed with 98.34% support. The board had adopted the amendment in February but required shareholder ratification.

The filing references the March 19, 2026 proxy statement for amendment details but does not summarize the changes here. All other proposals passed with strong support. The nine-director slate was re-elected with 98.5%–99.9% approval, say-on-pay passed at 92.75%, and PwC was ratified as auditor at 99.78%. The board also received standard U.K. corporate authorities to allot shares. With 16.3 million broker non-votes on contested items and total votes cast around 348–364 million depending on the proposal, the results reflect healthy shareholder engagement and no governance concerns.

Section-by-Section Diff

Event · Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation

~200 words

Item 5.02 — Departure of Directors or Certain Officers; Election of Directors; Compensation filed; see Key Changes for terms.

1 Added

Added Incentive Plan Amendment Approval medium

Added in current filing · verify on EDGAR →

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.

Shareholders approved an amendment to the company's 2022 equity compensation plan at the annual meeting. The board had previously adopted the amendment in February 2026, but it required shareholder approval to become effective. The specific terms of the amendment are detailed in the proxy statement filed March 19, 2026.

Event · Item 5.07 — Submission of Matters to a Vote of Security Holders

~1,600 words

TechnipFMC held its 2026 annual meeting, electing 9 directors and approving executive pay, auditor appointments, and equity plans.

4 Added

Added Equity plan amendment medium

Added in current filing · verify on EDGAR →

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

Shareholders approved Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan with 98.34% support. The filing does not detail the specific changes to the plan.

Show 3 minor / wording changes

Added Director elections low

Added in current filing · verify on EDGAR →

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 ... 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

All nine director nominees were elected with support ranging from 98.48% to 99.93% of votes cast. The elections were uncontested and received strong shareholder approval, with opposition ranging from 0.06% to 1.51%.

Added Say-on-pay vote low

Added in current filing · verify on EDGAR →

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

Shareholders approved the company's 2025 named executive officer compensation on an advisory basis with 92.75% support. The 7.24% opposition is within normal ranges for say-on-pay votes.

Added Auditor ratification low

Added in current filing · verify on EDGAR →

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

Shareholders ratified PricewaterhouseCoopers LLP as the company's U.S. independent registered public accounting firm for 2026 with 99.78% support. The company also reappointed PwC as U.K. statutory auditor with 99.79% support.