Technipfmc PLC

This advisory proposal asks shareholders to approve, on a non-binding basis, the disclosure and design of the Company’s 2025 executive compensation program as presented in the Proxy Statement. Management seeks this vote to confirm shareholder support for its pay-for-performance framework, which for 2025 emphasized financial measures (Adjusted EBITDA margin and free cash flow) representing 70% of the annual cash incentive and strategic personal objectives (including sustainability-related SPOs) representing 30%, as well as long-term PSUs tied to relative TSR and ROIC. The Company also implemented the Value Creation Plan (VCP) following prior shareholder approval of its Directors’ Remuneration Policy, adding one-time PSU opportunities tied to ambitious ROIC and VWAP thresholds to further align long-term management incentives with shareholder value creation. While advisory and not binding on the Board or C&T Committee, a FOR vote signals shareholder endorsement and is used by the C&T Committee in ongoing compensation design and engagement. The Board recommends FOR based on strong 2025 financial and cash generation performance, demonstrated alignment between realized pay and pay outcomes (including PSU payouts), and extensive shareholder engagement that informed plan adjustments. Opponents might argue about VCP dilution risk or the scale of potential awards, but management points to explicit caps, burn-rate monitoring, and the incremental nature of VCP awards (including high performance hurdles and a requirement that both ROIC and share-price thresholds be met) as mitigants. The advisory vote sits in the context of robust realized payouts in 2025 driven by above‑target performance, and management frames the program as necessary to attract, retain, and motivate leadership while aligning with shareholder returns. Institutional investors will consider both the program design and the company’s historical shareholder engagement and outcomes when deciding their vote.

This resolution asks U.K. shareholders to approve the Company’s annual Directors’ Remuneration Report, a non-binding advisory disclosure required by the Companies Act that summarizes how the Board and the Compensation and Talent Committee determined director and executive pay in 2025. Management frames the vote as a mechanism for shareholder feedback rather than a binding constraint on remuneration entitlements, noting that payments will not be repaid or reduced if the resolution fails. The report documents changes to incentive design (including increased weighting on financial objectives in the short-term plan, continued use of PSUs tied to relative TSR and ROIC, and implementation of the Value Creation Plan following prior policy approval) and discusses governance safeguards such as clawbacks, share ownership guidelines, and independent consultant involvement. By recommending FOR, the Board signals that it believes the remuneration policy and its application in 2025 appropriately align management incentives with shareholder value creation while maintaining market competitiveness and retention. Critics may focus on award quantum, VCP mechanics, or dilution; management’s counter-arguments emphasize stringent performance thresholds, caps, and shareholder-approved policy architecture. The advisory nature means the Committee will consider the vote’s outcome and shareholder feedback in future policy and pay decisions.

This proposal requests shareholders to formally receive the Company’s audited U.K. Annual Report and Accounts and the accompanying directors’ and auditors’ reports for the 2025 fiscal year. Receiving the accounts is a procedural but important step under U.K. corporate practice that provides shareholders an opportunity to consider the audited financial statements and governance commentary; it does not itself approve the accounts but acknowledges they have been presented. Management recommends FOR because the audited reports have been prepared in accordance with applicable standards and reviewed by the Audit Committee and external auditors, PwC. Contextually, the 2025 accounts reflect improved financial performance—higher Adjusted EBITDA margin, significant free cash flow generation, and progress on strategic initiatives—which management cites when seeking shareholder support for related governance and compensation items. While largely routine, this vote offers a forum for shareholders to register concerns or questions about financial reporting; any substantive objections would typically be raised through engagement with the Audit Committee or via follow-up resolutions in subsequent meetings. A FOR vote is consistent with the Board’s view that the accounts accurately reflect the Company’s performance and position and that the accompanying audit and oversight processes were appropriately conducted.

This resolution seeks shareholder authority to permit the Board and/or the Audit Committee to fix the remuneration of PwC as the Company’s U.K. statutory auditor for the 2026 year. Under the Companies Act, this is a standard governance step—auditor fees for U.K. statutory audits must be fixed by shareholders or in the manner they authorize. Management frames the request as administrative: it preserves the Audit Committee’s ability to negotiate and set appropriate audit fees given the scope of work, including statutory audits and ancillary audit‑related services, while maintaining auditor independence through pre‑approval policies. The Audit Committee has pre‑approved PwC’s services for 2024 and 2025 and assessed independence; shareholders are being asked to delegate fee-setting authority for 2026 to the Board/Audit Committee as consistent with market practice. The Board recommends FOR to ensure continuity of audit oversight and to allow the Audit Committee to respond to audit scope changes or additional required services without returning to shareholders for a fee vote.

This proposal requests shareholder approval to amend the Company’s 2022 Incentive Award Plan by increasing the share reserve by 10,300,000 Ordinary Shares and extending the plan’s expiration to February 16, 2036. Management argues that equity awards are the primary vehicle for long‑term incentives and that an expanded pool is necessary to continue granting PSUs and RSUs to executives and employees without substituting cash, which could increase expense and reduce alignment with shareholder interests. The proxy materials disclose overhang, historical burn rates (gross burn rates ~1.2% for 2025 and ~1.24% for 2024), and guardrails such as director limits and recycling rules to mitigate dilution. The Board highlights that the C&T Committee reviews grant practices, uses caps, and benchmarks awards to peer groups; it also emphasized that the VCP awards are subject to high performance hurdles and fixed aggregate caps. Opponents may raise concerns about incremental dilution and the size of the requested increase; management’s counter is that the ask is reasonable relative to outstanding share capital and is needed to preserve the company’s ability to grant competitive equity. Approval preserves the Company’s ability to deliver performance‑aligned equity incentives, maintain retention, and support long‑term value creation while relying on governance safeguards (burn‑rate monitoring, director limits, and disclosure) to limit shareholder dilution.

This management proposal seeks a routine but material share‑allotment authority required by English law: it would permit the Board to issue or grant rights over Ordinary Shares up to a nominal amount equal to approximately 20% of issued share capital as of March 9, 2026, for a limited period (until the 2027 AGM or July 30, 2027). Because U.K. companies do not have perpetual general allotment power, this annual renewal is customary to preserve corporate flexibility for capital raising, employee awards, and other corporate purposes. The Board emphasizes that this authority is time‑limited, subject to customary restrictions (treasury shares, record dates, fractional entitlements), and does not replace any NYSE shareholder approval requirements that may apply to certain transactions. Approving this resolution enables the Company to act promptly to issue shares when strategically appropriate while limiting dilution through an explicit cap. Against this backdrop, investors will weigh the utility of managerial flexibility against dilution risk; management counters that the specified 20% cap is a conventional and market‑standard quantum for companies seeking both capital and issuance flexibility. The Board recommends FOR, arguing that the authority is necessary to preserve operational and financing agility and that the limited term and explicit cap are protective features for shareholders.

This special resolution requests shareholder permission to disapply statutory pre‑emptive rights under section 561 of the Companies Act so the Board may allot shares for cash up to a 20% cap without offering them pro rata to existing shareholders. The power is routinely sought by U.K. public companies to allow timely issuance for commercial purposes—such as satisfying employee equity plans, opportunistic capital raising, or strategic transactions—without the delays and complexity of pre‑emptive offers. Management highlights that the authority is limited in scope and duration and that UK law requires a special resolution (75% of votes cast) for disapplication, providing an elevated shareholder approval threshold. Investors will assess the trade‑off between reduced procedural protections and the operational flexibility to execute financings or awards; management notes that pre-emption disapplication is commonly used in market practice and that the requested quantum aligns with standard market caps. The Board recommends FOR to preserve the Company’s ability to act nimbly in the market while relying on the time limit and cap to constrain dilution.