TechnipFMC Proxy Statement 2023
Proposal 9 Authority to Allot Equity Securities without
Pre-emptive Rights
What am I voting on?
As noted above, the authorizations requested in Proposals 8 and 9 are required as a matter of English law, are customary for public limited companies
incorporated under the laws of England and Wales, and are not otherwise required for other companies listed on the NYSE or organized within the United States.
The authorizations in Proposals 8 and 9, if approved, will expire at the earlier of (a) the conclusion of our 2024 Annual Meeting or (b) at the
close of business on July 28, 2024 (i.e., 15 months after the Annual Meeting).
Approval of this proposal does not affect any shareholder approval
requirements of the NYSE for share issuances, such as in connection with certain acquisitions or in connection with raising additional capital. The Company will continue to be subject to NYSE shareholder approval requirements.
Proposal 9 is proposed as a special resolution, requiring at least 75% of votes cast in favor to pass.
As a company governed by the Companies Act, if and when we raise capital through the issuance of equity securities for cash, we are required to first offer
such equity securities to existing shareholders in proportion to their existing shareholdings (i.e., pre-emption rights) pursuant to section 561 of the Companies Act. The Companies Act permits
shareholders to waive, or disapply, these pre-emption rights, which is the purpose of this Proposal 9. Absent the approval of this Proposal 9, our flexibility to issue shares, such as for
satisfying equity awards under our Amended and Restated Incentive Award Plan, would be severely limited.
The Company proposes that, subject to the
passing of the resolution included in Proposal 8, the Board be generally empowered to issue equity securities for cash, without pre-emption rights, pursuant to the authority conferred by this Proposal 9.
In line with guidelines issued by the Pre-Emption Group (the Guidelines), a group comprising
representatives of U.K.-listed companies, investment institutions, and corporate finance practitioners to monitor the operation of the Guidelines, Proposal 9 would limit our Boards authority to issue shares up to an aggregate nominal amount of
$88,261,602, being 20% of the Companys issued share capital without pre-emption rights (i.e., on terms that would be dilutive to existing shareholdings), as follows:
|
(i) |
up to 10% of the Companys issued ordinary share capital (as of March 6, 2023) on an unrestricted
basis for general purposes, and |
|
(ii) |
up to a further 10% of the Companys issued ordinary share capital (as of March 6, 2023) for use in
connection with an acquisition or specified capital investment announced either contemporaneously with the issue or which has taken place in the preceding six-month period and is disclosed in the announcement
of the issue. The authority to issue this additional 10% would not be used as a matter of routine, but only where the flexibility is merited by the nature of the transaction and is thought to be to the advantage of shareholders.
|
The Board has no current commitments or plans to issue additional shares of the Company under these authorities.
TechnipFMC 107