DEF: TechnipFMC Announces Notice of 2025 Annual General Meeting of Shareholders

TechnipFMC has announced its 2025 Annual General Meeting of Shareholders to be held on April 25, 2025, in Newcastle upon Tyne, UK.

Summary

• TechnipFMC plc will hold its Annual General Meeting of Shareholders on April 25, 2025, in Newcastle upon Tyne, UK.
• Shareholders will vote on the election of nine director nominees, the 2024 U.S. Say-on-Pay proposal, the frequency of future Say-on-Pay proposals, the 2024 U.K. Directors Remuneration Report, and the Prospective Directors Remuneration Policy.
• The meeting will also include the receipt of the U.K. Annual Report and Accounts, ratification and reappointment of PwC as the U.S. and U.K. auditor, approval of U.K. statutory auditor fees, and authority to allot equity securities.
• In 2024, TechnipFMC's inbound orders increased 5% year-over-year to $11.6 billion, driving backlog to $14.4 billion.
• Cash flow from operations improved 39% to $961 million, with free cash flow growing 45% to $679.4 million.
• The company returned $486 million to shareholders through dividends and share repurchases and authorized additional share repurchases of up to $1 billion.
• Subsea inbound orders increased 7% year-over-year to $10.4 billion, while Surface Technologies inbound orders decreased 5% to $1.2 billion.
• The company was awarded an iEPCI contract by Petrobras for the Mero 3 HISEP project and a contract for the first all-electric iEPCI for carbon transportation and storage by the Northern Endurance Partnership.
• The Board recommends voting FOR all director nominees, the Say-on-Pay proposals, auditor ratification and reappointment, and the authority to allot equity securities.

Sentiment

Score: 8

Explanation: The document presents a positive outlook with strong financial performance, increased shareholder value, and strategic investments in new energy initiatives. While risks are acknowledged, the overall tone is optimistic and forward-looking.

Positives

• Inbound orders increased 5% year-over-year to $11.6 billion.
• Cash flow from operations improved 39% to $961 million.
• Free cash flow grew 45% versus the prior year to $679.4 million.
• Shareholder distributions nearly doubled versus the prior year by returning $486 million through dividends and share repurchases.
• The company authorized additional share repurchases of up to $1 billion.
• The company achieved investment grade debt ratings from multiple credit rating agencies.
• Subsea inbound orders increased 7% year-over-year to $10.4 billion.
• The company secured a record year of integrated project orders, with nearly $5 billion of inbound awarded from a diversified set of operators across six offshore basins.
• The company was awarded an iEPCI contract by Petrobras for the Mero 3 HISEP project.
• The company was awarded a contract for the first all-electric iEPCI for carbon transportation and storage by the Northern Endurance Partnership.

Negatives

• Surface Technologies inbound orders decreased 5% year-over-year to $1.2 billion.
• A workplace fatality occurred in 2024.

Risks

• Unpredictable trends in the demand for and price of oil and natural gas.
• Competition and unanticipated changes relating to competitive factors in the industry.
• Inability to develop, implement, and protect new technologies and services and intellectual property related thereto.
• 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, or public health crisis in the countries where the company conducts business.
• Unexpected geopolitical events, armed conflicts, and terrorism threats.
• Refusal of DTC to act as depository and clearing agency for the company's shares.
• Impact of existing and future indebtedness.
• A downgrade in the company's debt rating.
• Risks caused by acquisition and divestiture activities.
• Additional costs or risks from increasing scrutiny and expectations regarding sustainability matters.
• Uncertainties related to investments, including those related to energy transition.
• Risks caused by fixed-price contracts.
• Failure to timely deliver backlog.
• Reliance on subcontractors, suppliers, and joint venture partners.
• A failure or breach of IT infrastructure or that of subcontractors, suppliers, or joint venture partners, including as a result of cyber-attacks.
• Risks of pirates and maritime conflicts endangering 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 the company operates or has operated.
• Failure to comply with existing and future laws and regulations.
• Uninsured claims and litigation against the company.
• 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 key managers and employees.
• Adverse seasonal, weather, and other climatic conditions.
• Unfavorable currency exchange rates.
• Risk in connection with defined benefit pension plan commitments.
• Inability to obtain sufficient bonding capacity for certain contracts.

Future Outlook

The company commits to return at least 70% of annual free cash flow to shareholders in 2025.

Industry Context

The announcement reflects TechnipFMC's ongoing efforts to align with shareholder priorities, enhance corporate governance, and drive sustainable value creation in the energy industry, including through investments in new energy initiatives and sustainability.

Comparison to Industry Standards

• The company benchmarks executive compensation against a compensation peer group including AECOM, Jacobs Solutions Inc., APA Corporation, KBR, Inc., Baker Hughes Company, National Oilwell Varco, Inc., ChampionX Corp., Oceaneering International, Inc., Chart Industries, Inc., Quanta Services, Inc., Devon Energy Corporation, SLB, Dover Corporation, Transocean Ltd., Flowserve Corporation, Valmont Industries, Inc., Fluor Corporation, and Halliburton Company.
• The company's relative TSR performance is measured against a TSR peer group including Baker Hughes Company, Nabors Industries Ltd., Transocean Ltd., ChampionX Corp., National Oilwell Varco, Inc., Oceaneering International, Inc., Core Laboratories N.V., SLB, Halliburton Company, and Subsea 7 S.A.

Stakeholder Impact

• Shareholders will have the opportunity to vote on key company matters.
• Employees are impacted by the company's compensation policies and sustainability initiatives.
• Customers benefit from the company's innovative technologies and services.
• Suppliers and creditors are affected by the company's financial performance and strategic decisions.

Next Steps

• Shareholders are encouraged to vote on the proposals outlined in the Proxy Statement.
• The Board will consider shareholder feedback from the Say-on-Pay vote and engagement program in future compensation decisions.
• The company will continue to execute its strategy to drive sustainable shareholder value creation.

Key Dates