TechnipFMC (FTI) Proxy filing summary

Executive summary

• Annual General Meeting scheduled for May 1, 2026, with voting on ten proposals, including director elections, executive compensation, auditor appointments, and amendments to the incentive award plan.

• Strong financial performance in 2025: $11.2B inbound orders, 15% backlog growth, $1.8B operating cash flow, and $1B returned to shareholders.

• Board recommends voting FOR all proposals, reflecting confidence in governance, compensation, and capital structure.

Voting matters and shareholder proposals

• Election of nine directors for one-year terms.

• Advisory votes on 2025 executive compensation (U.S. say-on-pay) and U.K. directors’ remuneration report.

• Receipt of 2025 U.K. Annual Report and Accounts.

• Ratification and reappointment of PwC as U.S. and U.K. auditor, and approval of auditor fees.

• Approval of Amendment No. 1 to the 2022 Incentive Award Plan, increasing share reserve and extending plan expiration.

• Authority to allot equity securities, including without pre-emptive rights, under U.K. law.

Board of directors and corporate governance

• Board comprises nine directors, eight of whom are independent; average tenure is seven years.

• Board committees (Audit, Compensation & Talent, NomGov) are fully independent and oversee key areas including sustainability, risk, and compensation.

• Annual board and committee self-evaluations, ongoing refreshment, and director share ownership requirements.

• Lead Independent Director role established; board leadership structure reviewed regularly.