Audit Committee:: Technipfmc PLC 8-K 01/17/2017 Appointment of Directors of The Company

TechnipFMC plc
8-K
01/17/2017
Appointment of Directors of the Company
Audit Committee:
Nominating and Corporate Governance Committee:
Compensation Committee:
Strategy Committee:
____________________________
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Marie-Ange Debon (Chair)
Arnaud Caudoux
Eleazar de Carvalho Filho
Kay G. Priestly
Joseph Rinaldi
James M. Ringler
Peter Mellbye (Chair)

Pascal Colombani
Eleazar de Carvalho Filho
Didier Houssin
James M. Ringler (Chair)

John O?Leary
Richard A. Pattarozzi
Joseph Rinaldi
Thierry Pilenko (Chair)

Pascal Colombani
Claire S. Farley
Didier Houssin
Peter Mellbye
Richard A. Pattarozzi
TechnipFMC plc
8-K
01/17/2017
Appointment of Officers of the Company
Name Title
Thierry Pilenko Executive Chairman
Douglas Pferdehirt Chief Executive Officer
Maryann Mannen Executive Vice President, Chief Financial
Officer and Principal Accounting Officer
Julian Waldron Executive Vice President and Chief Operating
Officer
Dianne Ralston Executive Vice President, Chief Legal
Officer and Secretary
Bradley Beitler Executive Vice President Technology and
R&D
Thierry Parmentier Executive Vice President Human Resources
Mark Scott Executive Vice President Quality, HSE/Security
and Communications
Richard Alabaster President Surface Technologies
Barry Glickman President Subsea Services
Hallvard Hasselknippe President Subsea Projects
Nello Uccelletti President Onshore/Offshore
____________________________
TechnipFMC plc
8-K
01/17/2017
EXHIBIT INDEX
Exhibit No. Description of Exhibit
2.10 Business Combination Agreement, dated

as of June 14, 2016, by and among FMC Technologies,
Inc., TechnipFMC plc (f/k/a FMC Technologies
SIS Limited) and Technip S.A. (incorporated
by reference from Annex A-1 to the Registration
Statement on Form S-4, as amended, filed
on October 21, 2016) (File No. 333-213067)*
3.10 Articles of Association of TechnipFMC

plc
10.10 TechnipFMC plc Company Incentive Plan,

adopted on January 11, 2017
10.20 Form of Executive Director Appointment

Letter
10.30 Form of Director Appointment Letter
99.10 Press release issued by TechnipFMC plc

on January 17, 2017
____________________________
TechnipFMC plc
8-K
01/17/2017
CONTENTS
Clause Page
1.00 MODEL ARTICLES NOT TO APPLY
2.00 INTERPRETATION
3.00 LIABILITY OF MEMBERS
4.00 SHARES AND SHARE CAPITAL
5.00 AUTHORITY TO ALLOT SHARES AND DISAPPLICATION

OF PRE-EMPTION RIGHTS
6.00 VARIATION OF RIGHTS
7.00 SHARE CERTIFICATES
8.00 LIEN
9.00 CALLS ON SHARES
10.00 FORFEITURE AND SURRENDER
11.00 TRANSFER OF SHARES
12.00 TRANSMISSION OF SHARES
13.00 SHARE WARRANTS
14.00 UNTRACED MEMBERS
15.00 ALTERATION OF CAPITAL
16.00 GENERAL MEETINGS
17.00 NOTICE OF GENERAL MEETINGS
18.00 LIST OF MEMBERS FOR VOTING AT GENERAL MEETINGS
19.00 PROCEEDINGS AT GENERAL MEETINGS
20.00 AMENDMENTS TO RESOLUTIONS
21.00 PROPOSED MEMBER RESOLUTIONS

22.00 VOTES OF MEMBERS
23.00 PROXIES AND CORPORATE REPRESENTATIVES
24.00 NUMBER AND TERM OF DIRECTORS
25.00 APPOINTMENT OF DIRECTORS
26.00 DIRECTORS? FEES AND EXPENSES
27.00 POWERS OF THE BOARD
28.00 COMPLIANCE WITH NYSE RULES
29.00 DELEGATION OF DIRECTORS? POWERS
30.00 DISQUALIFICATION AND REMOVAL OF DIRECTORS
31.00 EXECUTIVE DIRECTORS
32.00 DIRECTORS? INTERESTS
33.00 PROCEEDINGS OF DIRECTORS
34.00 MINUTES
____________________________
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TechnipFMC plc
8-K
01/17/2017
CONTENTS
35.00 SECRETARY 45
36.00 THE SEAL 45
37.00 REGISTERS 46
38.00 DIVIDENDS 46
39.00 SCRIP DIVIDENDS 49
40.00 CAPITALISATION OF PROFITS 51
41.00 RETURN OF CAPITAL 52
42.00 CHANGE OF THE COMPANY?S NAME 52
43.00 RECORD DATES 53
44.00 ACCOUNTS 53
45.00 NOTICES AND OTHER COMMUNICATIONS 54
46.00 DESTRUCTION OF DOCUMENTS 57
47.00 WINDING UP 58
48.00 INDEMNITY AND INSURANCE 58
49.00 DISPUTE RESOLUTION 59
____________________________
TechnipFMC plc
8-K
01/17/2017
Letter of appointment
for and on behalf of

TechnipFMC Limited
Name:
Title: Alternate Director
____________________________

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TechnipFMC plc

Appointment of Directors of the Company

Nominating and Corporate Governance Committee:

Peter Mellbye (Chair)

James M. Ringler (Chair)

Thierry Pilenko (Chair)

Appointment of Officers of the Company

Exhibit No. Description of Exhibit

2.10 Business Combination Agreement, dated

3.10 Articles of Association of TechnipFMC

10.10 TechnipFMC plc Company Incentive Plan,

10.20 Form of Executive Director Appointment

10.30 Form of Director Appointment Letter

99.10 Press release issued by TechnipFMC plc

1.00 MODEL ARTICLES NOT TO APPLY

3.00 LIABILITY OF MEMBERS

4.00 SHARES AND SHARE CAPITAL

5.00 AUTHORITY TO ALLOT SHARES AND DISAPPLICATION

6.00 VARIATION OF RIGHTS

7.00 SHARE CERTIFICATES

9.00 CALLS ON SHARES

10.00 FORFEITURE AND SURRENDER

11.00 TRANSFER OF SHARES

12.00 TRANSMISSION OF SHARES

13.00 SHARE WARRANTS

14.00 UNTRACED MEMBERS

15.00 ALTERATION OF CAPITAL

16.00 GENERAL MEETINGS

17.00 NOTICE OF GENERAL MEETINGS

18.00 LIST OF MEMBERS FOR VOTING AT GENERAL MEETINGS

19.00 PROCEEDINGS AT GENERAL MEETINGS

20.00 AMENDMENTS TO RESOLUTIONS

21.00 PROPOSED MEMBER RESOLUTIONS

23.00 PROXIES AND CORPORATE REPRESENTATIVES

24.00 NUMBER AND TERM OF DIRECTORS

25.00 APPOINTMENT OF DIRECTORS

26.00 DIRECTORS? FEES AND EXPENSES

27.00 POWERS OF THE BOARD

28.00 COMPLIANCE WITH NYSE RULES

29.00 DELEGATION OF DIRECTORS? POWERS

30.00 DISQUALIFICATION AND REMOVAL OF DIRECTORS

31.00 EXECUTIVE DIRECTORS

32.00 DIRECTORS? INTERESTS

33.00 PROCEEDINGS OF DIRECTORS

36.00 THE SEAL 45

39.00 SCRIP DIVIDENDS 49

40.00 CAPITALISATION OF PROFITS 51

41.00 RETURN OF CAPITAL 52

42.00 CHANGE OF THE COMPANY?S NAME 52

43.00 RECORD DATES 53

45.00 NOTICES AND OTHER COMMUNICATIONS 54

46.00 DESTRUCTION OF DOCUMENTS 57

48.00 INDEMNITY AND INSURANCE 58

49.00 DISPUTE RESOLUTION 59

for and on behalf of

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