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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

January 27, 2023

Date of Report (Date of earliest event reported)

TechnipFMC plc

(Exact name of registrant as specified in its charter)

United Kingdom

001-37983

98-1283037

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

Hadrian House, Wincomblee Road

Newcastle Upon Tyne

United Kingdom

NE6 3PL

(Address of principal executive offices)

(Zip Code)

+44 203-429-3950

(Registrant's telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

______________________________________________________

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class

Trading Symbol

Name of Each Exchange on Which Registered

Ordinary shares, $1.00 par value per share

FTI

New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None.

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 27, 2023, upon the recommendation of the Environmental, Social, and Governance Committee of the Board of Directors (the “Board”) of TechnipFMC plc (the “Company”), the Board elected Robert G. Gwin to the Board, effective February 1, 2023, and is expected to appoint Mr. Gwin to the Audit Committee of the Board.

For his service, Mr. Gwin will receive compensation commensurate with that received by the Company’s other non-executive directors as disclosed under the caption “Director Compensation” in the Company’s Definitive Proxy Statement filed with the U.S. Securities and Exchange Commission on March 18, 2022, prorated to reflect his length of service in 2023. Such compensation is in accordance with the Company’s shareholder-approved Director Renumeration Policy.

On January 27, 2023, Peter Mellbye notified the Board of his decision not to stand for re-election at the Company’s next annual general meeting of shareholders.

Item 7.01    Regulation FD Disclosure.

On January 31, 2023, the Company issued a news release announcing Mr. Gwin’s election to the Board, a copy of which is filed herewith as Exhibit 99.1.

The information set forth in this Item 7.01, including Exhibit 99.1, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, including Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01 Financial Statements and Exhibits.

Exhibit No.						Description
99.1						News Release issued by TechnipFMC plc dated January 31, 2023
104						Inline XBRL for the cover page of this Current Report on Form 8-K

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

						TechnipFMC plc
						By: /s/ Victoria Lazar
Dated:			February 1, 2023			Name: Victoria Lazar
						Title: Executive Vice President, Chief Legal Officer, and Secretary

Press Release

TechnipFMC Appoints Robert G. Gwin to its Board of Directors

NEWCASTLE & HOUSTON, January 31, 2023 – TechnipFMC (NYSE: FTI) (the “Company”) today announced that Robert G. Gwin, former President of Anadarko Petroleum Corporation, has been appointed to its Board of Directors, effective February 1, 2023. The Company also announced that Peter Mellbye will retire from the Board and will not stand for re-election at the Company’s next annual general meeting.

Doug Pferdehirt, Chair and CEO of TechnipFMC, stated: “Since joining the Board in 2013, Peter has been a tremendous leader, partner and contributor. We have greatly benefitted from his leadership during the evolution of our company and wish him well in his retirement.” Mr. Pferdehirt continued, “I am delighted to welcome Bob to the Board. He is a proven board member and global business leader, who has tremendous knowledge of our industry and company. He has spent over 30 years working in numerous areas of finance and operations and brings extensive strategic thinking and financial acumen to our Board. Bob brings a skillset that strengthens our Board of Directors and complements its capabilities.”

About Robert G. Gwin

Mr. Gwin was President of Anadarko Petroleum Corporation (“Anadarko”), one of the world’s largest independent oil and natural gas exploration and production companies, until its acquisition by Occidental Petroleum Corporation in August 2019. He served as Executive Vice President, Finance and Chief Financial Officer of Anadarko from 2009 to 2018. Mr. Gwin is currently a director of Pembina Pipeline Corporation and Crescent Energy Company. He previously served as a director of LyondellBasell Industries N.V. from 2011 to 2018, including serving as its Chairman from 2013 to 2018, and as a director of Enable Midstream Partners, LP from 2020 through 2021, including serving as its Chairman. He also previously was a director of both Western Gas Partners, LP, and its general partner Western Gas Equity Partners, LP from 2007 to 2019, including serving as the Chairman of both entities from 2009 to 2018. He holds a Bachelor of Science degree from the University of Southern California and a Master of Business Administration degree from the Fuqua School of Business at Duke University. He also earned the Chartered Financial Analyst (CFA) designation from the CFA Institute.

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About TechnipFMC

TechnipFMC is a leading technology provider to the traditional and new energy industries, delivering fully integrated projects, products, and services.

With our proprietary technologies and comprehensive solutions, we are transforming our clients’ project economics, helping them unlock new possibilities to develop energy resources while reducing carbon intensity and supporting their energy transition ambitions.

Organized in two business segments — Subsea and Surface Technologies — we will continue to advance the industry with our pioneering integrated ecosystems (such as iEPCI™, iFEED™ and iComplete™), technology leadership and digital innovation.

Each of our approximately 20,000 employees is driven by a commitment to our clients’ success, and a culture of strong execution, purposeful innovation, and challenging industry conventions.

TechnipFMC utilizes its website as a channel of distribution of material company information. To learn more about how we are driving change in the industry, go to www.TechnipFMC.com and follow us on Twitter @TechnipFMC.

Contacts

Investor relations Matt Seinsheimer Senior Vice President, Investor Relations and Corporate Development Tel: +1 281 260 3665 Email: Matt Seinsheimer James Davis Senior Manager, Investor Relations Tel: +1 281 260 3665 Email: James Davis			Media relations Nicola Cameron Vice President, Corporate Communications Tel: +44 1383 742297 Email: Nicola Cameron Catie Tuley Director, Public Relations Tel: +1 281 591 5405 Email: Catie Tuley

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