FMC Technologies, Inc. (NYSE:FTI) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07
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Submission of Matters to a Vote of Security Holders
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Stockholders on December 5, 2016 (the Special Meeting) for the
purpose of (1) adopting the Business Combination Agreement, dated
as of June 14, 2016 (the Business Combination Agreement) among
the Company, Technip S.A. and TechnipFMC Limited (the Merger
Proposal); (2) approving any motion to adjourn the Special
Meeting to another time or place, if necessary or appropriate, to
solicit additional proxies if there were insufficient votes at
the time of the Special Meeting to approve the Merger Proposal
(the Adjournment Proposal); (3) approving, on a non-binding,
advisory basis, certain compensation arrangements for the
Companys named executive officers in connection with the
transactions contemplated by the Business Combination Agreement
(the Advisory Merger Compensation Proposal); and (4)
recommending, on a non-binding, advisory basis, the frequency of
future advisory votes on the Companys executive compensation (the
Say-on-Frequency Vote). Of the 225,877,541 shares of Company
Common Stock outstanding as of October 18, 2016, the record date
for the Special Meeting, and entitled to vote at the Special
Meeting, 172,867,291 shares were present either in person or by
proxy, which represented a quorum.
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1.
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The Merger Proposal was approved. The voting results were
as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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|||
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171,066,748
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1,397,968
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402,575
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2.
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The proposal to adjourn the Special Meeting was not
necessary or appropriate because there were sufficient votes to approve the Merger Proposal. The voting results were as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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|||
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156,307,029
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16,278,495
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281,767
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3.
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The Advisory Merger Compensation Proposal was not approved,
on an advisory, non-binding basis. The voting results were as follows: |
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FOR
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AGAINST
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ABSTENTIONS
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BROKER
NON-VOTES
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|||
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71,147,451
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101,427,085
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292,755
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4.
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The Say-on-Frequency Proposal option with the most votes
was to hold future advisory votes on the Companys executive compensation on an annual basis. The Company will continue holding future advisory votes on the Companys executive compensation on an annual basis. The voting results were as follows: |
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1 YEAR
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2 YEARS
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3 YEARS
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ABSTENTIONS
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BROKER
NON-VOTES
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||||
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157,346,883
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1,756,327
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13,440,914
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323,167
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Item 8.01
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Other Events
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press release announcing the voting results of the Special
Meeting and the special meeting of Technip S.A. stockholders. A
copy of the press release is attached hereto as Exhibit 99.1 and
is incorporated herein by reference.
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Item 9.01
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Financial Statements and Exhibits
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Exhibit No.
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Description of Exhibit
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99.1
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Press release, dated December 5, 2016, jointly issued by
FMC Technologies, Inc. and Technip S.A. |
About FMC Technologies, Inc. (NYSE:FTI)
FMC Technologies, Inc. is a global provider of technology solutions for the energy industry. The Company designs, manufactures and services a range of systems and products, including subsea production and processing systems, surface wellhead production systems, high pressure fluid control equipment, measurement solutions and marine loading systems. Its segments include Subsea Technologies, Surface Technologies and Energy Infrastructure. The Subsea Technologies segment designs and manufactures products and systems, and provides services used by oil and gas companies involved in deepwater exploration and production of crude oil and natural gas. The Surface Technologies segment designs and manufactures products and systems, and provides services used by oil and gas companies involved in land and offshore exploration, and production of crude oil and natural gas. The Energy Infrastructure segment’s products and services include Measurement Solutions, Loading Systems and Separation Systems. FMC Technologies, Inc. (NYSE:FTI) Recent Trading Information
FMC Technologies, Inc. (NYSE:FTI) closed its last trading session up +0.71 at 36.31 with 3,141,729 shares trading hands.
