TechnipFMC plc
For the period ended Dec 31, 2025. Filed Mar 19, 2026.
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Dec 31, 2025 · Filed Mar 19, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant ☒
Filed by a Party other than the Registrant ☐
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material under § 240.14a-12 |
TECHNIPFMC PLC
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required |
|---|---|
| ☐ | Fee paid previously with preliminary materials |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11 |
Notice of 2026 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 0990970
| May 1, 2026 at | Your vote is very important. |
| 4:00 p.m., London time | 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. |
| Hadrian House, Wincomblee Road, Newcastle upon Tyne, NE6 3PL, United Kingdom |
| Proposal | Description | |
| Ordinary Resolutions | ||
|---|---|---|
| 1 (a)-(i) | Election of Directors:To elect each of our nine director nominees for a term expiring at the Company’s 2027 Annual General Meeting of Shareholders: | |
| a. Douglas J. Pferdehirtb. Robert G. Gwinc. Eleazar de Carvalho Filho | d. Claire S. Farleye. John O’Learyf. Margareth Øvrum | g. Kay G. Priestlyh. John Yearwoodi. Sophie Zurquiyah |
| 2 | 2025 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, 2025, as reported in the Company’s Proxy Statement | |
| 3 | 2025 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, 2025, as reported in the Company’s U.K. Annual Report and Accounts | |
| 4 | Receipt of U.K. Annual Report and Accounts:To receive 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 | Ratification of PwC as U.S. Auditor:To ratify 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 | 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 2026 Annual General Meeting of Shareholders until the next annual general meeting of shareholders at which accounts are laid | |
| Proxy Statement 2026 | TechnipFMC | ii |
|---|
| Proposal | Description |
| Ordinary Resolutions | |
|---|---|
| 7 | 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, 2026 |
| 8 | Approval of Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan:To authorize an amendment to the TechnipFMC plc 2022 Incentive Award Plan |
| 9 | Authority to Allot Equity Securities:To authorize the Board to allot equity securities in the Company under U.K. law |
| Special Resolution | |
| 10 | Authority to Allot Equity Securities without Pre-emptive Rights:Pursuant to the authority contemplated by the resolution in Proposal 9, 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 2026 Annual General Meeting of Shareholders.
| On behalf of the Board of Directors, | March 19, 2026 |
|---|---|
| Cristina AaldersExecutive Vice President, Chief Legal Officer and Secretary | |
| iii | TechnipFMC | Proxy Statement 2026 |
|---|
Contents
| 2026 Proxy Summary | 1 |
|---|---|
| Annual Meeting Information | 1 |
| Voting Matters and Board Recommendations | 1 |
| Director Nominees | 2 |
| 2025 Financial Performance | 3 |
| Governance Highlights | 4 |
| 2025-2026 Shareholder Engagement Program | 5 |
| Executive Compensation | 6 |
| Sustainability | 8 |
| Governance of Corporate Sustainability Matters | 8 |
| Proposal 1 — Election of Directors | 10 |
| Director Nominees | 12 |
| Corporate Governance | 21 |
| Governance Guidelines and Key Board Practices | 21 |
| Shareholder Engagement | 22 |
| Leadership Structure of the Board | 23 |
| Criteria for Board Membership and Board Composition | 24 |
| Enterprise Risk Management | 27 |
| Committees of the Board of Directors | 28 |
| Board Meetings and Attendance | 30 |
| Director Independence | 30 |
| Compensation Committee Interlocks and Insider Participation | 31 |
| Communications with Directors | 32 |
| Director Compensation | 33 |
| Non-executive Director Compensation | 33 |
| Proposal 2 — 2025 Say-on-Pay for NEOs | 36 |
| Proposal 3 — 2025 Director's Remuneration Report | 37 |
| Executive Compensation Discussion and Analysis | 38 |
| Named Executive Officers | 38 |
| Executive Summary | 39 |
| Proxy Statement 2026 | TechnipFMC | iv |
|---|
| Our Approach to Executive Compensation | 44 |
|---|---|
| Executive Compensation Governance | 48 |
| 2025 Executive Compensation in Detail | 51 |
| Other Compensation, Benefits, and Considerations | 61 |
| Summary Compensation Table | 66 |
| Grants of Plan-Based Awards Table | 67 |
| Outstanding Equity Awards at Fiscal Year-End Table | 69 |
| Option Exercises and Stock Vested Table | 70 |
| Pension Benefits Table | 71 |
| Non-Qualified Deferred Compensation Table | 73 |
| Potential Payments upon Termination | 73 |
| CEO Pay Ratio | 76 |
| Pay Versus Performance | 77 |
| Equity Compensation Plan Information | 80 |
| Compensation and Talent Committee Report | 81 |
| Audit Committee Report | 82 |
| Proposal 5 — Ratification of U.S. Auditor | 84 |
| Proposal 6 — Reappointment of U.K. Statutory Auditor | 85 |
| Proposal 7 — Approval of U.K. Statutory Auditor Fees | 86 |
| Proposal 8 — Approval of Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan | 87 |
| Proposal 9 — Authority to Allot Equity Securities | 96 |
| Proposal 10 — Authority to Allot Equity Securities without Pre-emptive Rights | 98 |
| Transactions with Related Persons | 100 |
| Security Ownership of Certain Beneficial Owners and Management | 101 |
| Delinquent Section 16(a) Reports | 103 |
| Proposals for the 2027 Annual General Meeting of Shareholders | 104 |
| Shareholders Sharing an Address | 105 |
| General Information about the Annual Meeting | 106 |
| Appendix A — Reconciliation of Non-GAAP Measures | A-1 |
| Appendix B — Amendment No. 1 to the TechnipFMC plc 2022 Incentive Award Plan | B-1 |
| v | TechnipFMC | Proxy Statement 2026 |
|---|
Proxy Statement for the 2026 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 2026 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 19, 2026, atwww.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 | Telephone | |
|---|---|---|
| www.proxyvote.com | 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, 2025 (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 atwww.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 2026 ANNUAL GENERAL MEETING OF SHAREHOLDERS TO BE HELD ON MAY 1, 2026The 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.
| Proxy Statement 2026 | TechnipFMC | vi |
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Forward-Looking Statements
The Proxy Materials (as defined below) 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 sustainability 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,” “target,” 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; the cumulative loss of major contracts, customers, alliances, or business disruptions; disruptions in the political, regulatory, economic, and social conditions, or public health crisis in the countries where we conduct business; the impact of our existing and future indebtedness; a downgrade in our debt rating; the risks caused by our acquisition and divestiture activities; additional costs or risks from increasing scrutiny and expectations regarding sustainability matters; uncertainties related to our investments, including those related to energy transition; the risks caused by fixed-price contracts; our failure to timely deliver our backlog; our reliance on subcontractors, suppliers, and our joint venture partners; challenges with managing artificial intelligence, machine learning, data science, and similar technologies; a failure or breach of our IT infrastructure or that of our subcontractors, suppliers, or joint venture partners, including as a result of cyber-attacks; risks of pirates and maritime conflicts endangering our maritime employees and assets; any delays and cost overruns of 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, data security, and artificial intelligence; uninsured claims and litigation against us; the additional restrictions on dividend payouts or share repurchases as an English public limited company; tax laws, treaties and regulations, and any unfavorable findings by relevant tax authorities; significant changes or developments in U.S. or other national trade policies, including tariffs and the reactions of other countries thereto; potential departure of our key managers and employees; adverse seasonal, weather, and other climatic conditions; 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, sustainability-related statements—whether historical, current, or forward-looking are often based on evolving methodologies, data, and internal controls and processes. Like other companies, our approach to these matters continues to develop, and we cannot guarantee alignment with the expectations or preferences of any particular stakeholder. 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. Such corporate responsibility and sustainability matters are often informed by frameworks that use varying materiality standards that can differ from, and are often more expansive than, those applicable for purposes of our SEC filings. 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 sustainability information that pertains to our third-party vendors, suppliers, and partners, we often rely on such
| vii | TechnipFMC | Proxy Statement 2026 |
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third parties’ data and do not independently verify or audit, or commit to independently verifying or auditing, their information. 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, 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 note that standards and expectations regarding greenhouse gas (“GHG”) accounting and the processes for measuring and counting GHG emissions, GHG emission reductions, and other sustainability-related metrics 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 in the future, considered inconsistent with common or best practices with respect to measuring and accounting for such matters, and reducing overall emissions. Similarly, while we reference various frameworks, we cannot guarantee, and words such as “accord,” “alignment,” or similar should not be understood to mean, complete alignment with the requirements of such frameworks or any particular interpretations thereunder. 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.
| Proxy Statement 2026 | TechnipFMC | viii |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.