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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
| Filed by the Registrant þ | |
| Filed by a Party other than the Registrant o | |
| Check the appropriate box: |
| o Preliminary Proxy Statement | |
| o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) | |
| þ Definitive Proxy Statement | |
| o Definitive Additional Materials | |
| o Soliciting Material Pursuant to §240.14a-12 |
FMC TECHNOLOGIES, INC.
(Name
of Registrant as Specified In Its Charter)
(Name
of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
| þ No fee required. | |
| o Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11. |
| 1) Title of each class of securities to which transaction applies: |
| 2) Aggregate number of securities to which transaction applies: |
| 3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): |
| 4) Proposed maximum aggregate value of transaction: |
| 5) Total fee paid: |
| o Fee paid previously with preliminary materials. |
| o Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. |
| 1) Amount Previously Paid: |
| 2) Form, Schedule or Registration Statement No.: |
| 3) Filing Party: |
| 4) Date Filed: |
| SEC 1913 (02-02) | Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Thursday, April 28, 2005
11:00 a.m. (C.S.T.)
Mid-America Club
80th Floor—Aon Center
200 E. Randolph Drive
Chicago, Illinois 60601
March 29, 2005
Dear Stockholder:
You are invited to the 2005 Annual Meeting of Stockholders of
FMC Technologies, Inc. We will hold the meeting at the time and
place noted above. At the meeting, we will ask you to:
| • | Re-elect two directors, Thomas M. Hamilton and Richard A. Pattarozzi, each for a term of three years; and | |
| • | Vote on any other business properly brought before the meeting. |
MANAGEMENT RECOMMENDS A VOTE FOR THE RE-ELECTION OF EACH OF
THE NOMINEES FOR DIRECTOR.
Your vote is important. To be sure that your vote counts and
to assure a quorum, please submit your vote promptly by
telephone or internet or by signing, dating and returning the
enclosed proxy card by mail in accordance with the instructions
on the proxy card whether or not you plan to attend the
meeting.
| By order of the Board of Directors | |
| Jeffrey W. Carr | |
| Vice President, General Counsel | |
| and Secretary |
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Joseph H. Netherland
Chairman, President and
Chief Executive Officer
March 29, 2005
Dear Stockholder:
It is my pleasure to invite you to attend FMC Technologies’
2005 Annual Meeting of Stockholders. The meeting will be held on
Thursday, April 28, 2005 at 11:00 a.m. (C.S.T.) in the
Mid-America Club, 80th Floor, Aon Center,
200 E. Randolph Drive, Chicago, Illinois. The Notice
of Annual Meeting and Proxy Statement accompanying this letter
describe the business to be conducted at the meeting.
During the meeting, I will report to you on FMC
Technologies’ financial results and other achievements
during 2004 and on our goals for the future. We welcome this
opportunity to engage in a dialogue with our stockholders and
look forward to your comments and questions.
If you are a stockholder of record and you plan to attend the
meeting, please mark the appropriate box on your proxy card. If
your shares are held by a bank, broker or other intermediary and
you plan to attend, please send written notification to our
Investor Relations Department, 200 E. Randolph Drive,
66th Floor, Chicago, Illinois 60601, and enclose evidence
of your ownership (such as a letter from the bank, broker or
intermediary confirming your ownership or a bank or brokerage
firm account statement). The names of all those indicating they
plan to attend the Annual Meeting of Stockholders will be placed
on an admission list held at the registration desk at the
entrance to the meeting.
It is important that your shares be represented at the meeting,
regardless of the number you may hold. You can vote by mail,
telephone or internet in accordance with the instructions
printed on the enclosed proxy card. Whether or not you plan
to attend, please submit your vote as soon as possible to assure
a quorum. This will not prevent you from voting your shares
in person if you are present at our Annual Meeting.
I look forward to seeing you on April 28th.
Sincerely,
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I. Information about Voting
Solicitation of Proxies. The Board of Directors of FMC
Technologies, Inc. (“FMC Technologies” or the
“Company”) is soliciting proxies for use at the 2005
Annual Meeting of FMC Technologies and any adjournments of that
meeting. FMC Technologies first mailed this proxy statement, the
accompanying form of proxy and the FMC Technologies Annual
Report for 2004 on March 29, 2005.
Agenda Items. The agenda for the Annual Meeting is to:
| 1. | Re-elect two directors: Thomas M. Hamilton and Richard A. Pattarozzi; and | |
| 2. | Conduct any other business properly brought before the meeting and any adjournment thereof. |
Who Can Vote. You can vote at the Annual Meeting if you
are a holder of FMC Technologies common stock, par value of
$0.01 per share (“Common Stock”), as of the close
of business on the record date. The record date is
February 28, 2005. You will have one vote for each share of
Common Stock. As of February 28, 2005, there were
69,119,497 shares of Common Stock outstanding and entitled
to vote. The shares you may vote include those held directly in
your name as a stockholder of record, shares you hold under FMC
Technologies’ benefit plans and shares held for you as a
beneficial owner through a broker, bank or other nominee.
Different Means of Holding Shares. Many FMC Technologies
stockholders hold their shares through a stockbroker, bank or
other nominee rather than directly in their name. If your shares
are registered directly in your name with FMC Technologies’
Transfer Agent, National City Bank, you are considered the
stockholder of record with respect to those shares, and FMC
Technologies is sending these proxy materials directly to you.
As the stockholder of record, you have the right to grant your
voting proxy to the persons appointed by FMC Technologies or to
vote in person at the Annual Meeting. If your shares are held in
a stock brokerage account or by a bank or other nominee, you are
considered the beneficial owner of shares held in street name,
and these proxy materials are being forwarded to you by your
broker or nominee who is considered the stockholder of record
with respect to those shares. As the beneficial owner, you have
the right to direct your broker or nominee on how to vote your
shares, and you are also invited to attend the Annual Meeting.
However, since you are not a stockholder of record, you may not
vote these shares in person at the Annual Meeting unless you
bring with you a proxy, executed in your favor, from the
stockholder of record. Your broker or nominee is obligated to
provide you with a voting instruction card for you to use.
How to Vote. You may vote your shares in one of the
following ways:
| • | You can attend the Annual Meeting and cast your vote there if you are a stockholder of record on the record date or you have a proxy from the record holder designating you as the proxy. | |
| • | You can vote by signing, dating and returning the enclosed proxy card by mail. If you do, the individuals named on the card will vote your shares in the way you indicate. | |
| • | You can vote by telephone or through the internet (see the instructions printed on the enclosed proxy card). | |
| • | You can provide voting instructions to the bank, broker or other nominee that is the holder of record of shares of Common Stock that you beneficially own, if you hold your shares in street name (such as through a bank or broker), by the method communicated to you by such bank, broker or other nominee. |
Who Counts the Votes. Our Board of Directors will
designate individuals to serve as inspectors of election for the
Annual Meeting. The inspectors will determine the number of
shares outstanding and the number of shares represented at the
meeting. They will also determine the validity of proxies and
ballots, count all of the votes and determine the results of the
actions taken at the Annual Meeting.
Use of Proxies. Unless you instruct us on the proxy card
to vote differently, we plan to vote your signed and returned
proxy FOR the re-election of the nominees for the Board
of Directors. We
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do not now know of any other matters to come before the Annual
Meeting. If other matters do arise, proxy holders will vote the
proxies according to their best judgment.
Revoking a Proxy. You may revoke your proxy at any time
before it is exercised. You can revoke a proxy by:
| • | Sending a written notice to the Secretary of FMC Technologies at the Company’s principal executive offices at 1803 Gears Road, Houston, TX 77067; | |
| • | Delivering a properly executed, later-dated proxy; | |
| • | Voting again by telephone or through the internet in accordance with the instructions printed on the proxy card; or | |
| • | Attending the Annual Meeting and voting in person. |
The Quorum Requirement. We need a quorum of stockholders
to hold a valid Annual Meeting. A quorum will be present if the
holders of at least a majority of the outstanding shares of
Common Stock entitled to vote at the meeting either attend the
Annual Meeting in person or are represented by proxy.
Abstentions and broker “non-votes” are not counted as
votes “for” or “against” a proposal, but are
counted as present and entitled to vote for the purpose of
establishing a quorum. A broker “non-vote” occurs when
a broker holding shares for a beneficial owner indicates on a
particular proposal that the broker does not have discretionary
voting authority with respect to that proposal and has not
received voting instructions from the beneficial owner.
Vote Required for Action. Directors are elected by a
plurality vote of shares of Common Stock present in person or
represented by proxy at the meeting. Other actions require the
affirmative vote of the majority of shares of Common Stock
present in person or represented by proxy at the meeting. As a
result, abstentions and broker “non-votes” will not
affect the outcome of the election of directors, but will have
the effect of a “no” vote on matters other than
director elections. In accordance with the rules of the New York
Stock Exchange, a proposal to elect directors is considered to
be a “discretionary” item. This means that brokerage
firms may vote in their discretion on this matter on behalf of
beneficial owners who have not furnished voting instructions
within the time period specified in the voting instructions
submitted by such brokerage firms.
II. Proposal Submitted for Voting
Election of Directors
FMC Technologies has three classes of directors, each class
being of as nearly equal size as possible. The term for each
class is three years. Class terms expire on a rolling basis, so
that one class of directors is elected each year. The term for
the nominees for director for the 2005 Annual Meeting will
expire at the 2008 Annual Meeting.
Nominees for Director
The nominees for director this year are Thomas M. Hamilton and
Richard A. Pattarozzi. Information about the nominees, the
continuing directors and the Board of Directors is contained in
the section of this proxy statement entitled “Board of
Directors.”
The Board of Directors expects that all of the nominees will be
able and willing to serve as directors. If any nominee is not
available:
| • | the proxies may be voted for another person nominated by the current Board of Directors to fill the vacancy; | |
| • | the Board of Directors may decide to leave the vacancy temporarily unfilled; | |
| • | or the size of the Board of Directors may be reduced. |
The Board of Directors recommends a vote FOR the re-election
of Thomas M. Hamilton and Richard A. Pattarozzi.
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Nominees for Director
Class I— Term Expiring in 2008
Class I— Term Expiring in 2008
 |
Thomas M. Hamilton Principal Occupation: Retired Chairman, President and Chief Executive Officer of EEX Corporation, an oil and gas exploration company Age: 61 Director Since: 2001 |
|
| Mr. Hamilton served as the Chairman, President and Chief Executive Officer of EEX Corporation from January 1997 until his retirement in November 2002. From 1992 to 1997, Mr. Hamilton served as Executive Vice President of Pennzoil Company and as President of Pennzoil Exploration and Production Company. Mr. Hamilton was a director of BP Exploration, where he served as Chief Executive Officer of the Frontier and International Operating Company of BP Exploration from 1989 to 1991 and as the General Manager for East Asia/ Australia/ Latin America from 1988 to 1989. From 1985 to 1988, he held the position of Senior Vice President of Exploration at Standard Oil Company, prior to its being merged into BP. Mr. Hamilton serves on the Board of Directors of TODCO. | ||
 |
Richard A. Pattarozzi Principal Occupation: Retired Vice President of Shell Oil Company Age: 61 Director Since: 2002 |
|
| Mr. Pattarozzi served as Vice President of Shell Oil Company from March 1999 until his retirement in January 2000. He previously served as President and Chief Executive Officer for both Shell Deepwater Development, Inc. and Shell Deepwater Production, Inc. from 1995 until 1999. Mr. Pattarozzi serves on the Boards of Directors of Global Industries, Ltd., Stone Energy, Inc., Transocean Inc., Tidewater, Inc. and Superior Energy Services, Inc. | ||
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Directors Continuing in Office
Class II— Term Expiring in 2006
Class II— Term Expiring in 2006
 |
Mike R. Bowlin Principal Occupation: Retired Chairman of the Board of Atlantic Richfield Company Age: 62 Director Since: 2001 |
|
| Mr. Bowlin served as Chairman of Atlantic Richfield Company from 1995 until his retirement in April 2000 and as its Chief Executive Officer from July 1994 until his retirement. From 1992 until his election to Chief Executive Officer of ARCO in 1994, Mr. Bowlin served as Executive Vice President and then as President and Chief Operating Officer of ARCO. Mr. Bowlin joined ARCO in 1969 and became President of ARCO Coal Company in 1985. Mr. Bowlin served as Senior Vice President, from 1987 to 1992, and President, from 1992 to 1993, of ARCO International Oil and Gas Company. Mr. Bowlin serves on the Board of Directors of Edwards Lifesciences Corporation and Horizon Health Company. He is a Trustee of the Los Angeles World Affairs Council. Mr. Bowlin is a former Chairman of the Board of the American Petroleum Institute. | ||
 |
Edward J. Mooney Principal Occupation: Retired Délégué Général— North America, Suez Lyonnaise des Eaux, a global provider of energy, water, waste and communications services Age: 63 Director Since: 2001 |
|
| Mr. Mooney served as Délégué Général — North America, Suez Lyonnaise des Eaux from March 2000 until his retirement in March 2001. From 1994 to 2001, Mr. Mooney was Chairman and Chief Executive Officer of Nalco Chemical Company. He serves on the Boards of Directors of FMC Corporation, The Northern Trust Company and Cabot Microelectronics Corporation. | ||
 |
James M. Ringler Principal Occupation: Retired Vice Chairman of Illinois Tool Works Inc., an international manufacturer of highly engineered components and industrial systems Age: 59 Director Since: 2001 |
|
| Mr. Ringler served as Vice Chairman of Illinois Tool Works Inc. until his retirement in 2004. Prior to joining Illinois Tool Works, he was Chairman, President and Chief Executive Officer of Premark International, Inc. from October 1996 until Premark merged with Illinois Tool Works in November 1999. Mr. Ringler joined Premark in 1990 and served as Executive Vice President and Chief Operating Officer until 1996. From 1986 to 1990, he was President of White Consolidated Industries’ Major Appliance Group, and from 1982 to 1986 he was President and Chief Operating Officer of The Tappan Company. Prior to joining The Tappan Company in 1976, Mr. Ringler was a consulting manager with Arthur Andersen & Co. Mr. Ringler serves on the Boards of Directors of The Dow Chemical Company, Corn Products International, Inc., Autoliv Inc. and NCR Corporation. | ||
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Class III — Term Expiring in 2007
 |
Asbjorn Larsen Principal Occupation: Retired President and Chief Executive Officer of Saga Petroleum ASA, an oil and gas company Age: 68 Director Since: 2001 |
|
| Mr. Larsen served as President and Chief Executive Officer of Saga Petroleum ASA from January 1979 until his retirement in May 1998. He served as President of Sagapart a.s. (limited) in 1973 and from 1976 as Vice President (Economy and Finance) of Saga Petroleum. From 1966 to 1973, Mr. Larsen was a manager of the Norwegian Shipowners’ Association. Mr. Larsen is currently Chairman of the Board of Belships ASA and Vice Chairman of the Board of Saga Fjordbase AS. Mr. Larsen is a member of the Council of Det Norske Veritas and is the Chairman of DNV’s Control Committee. Mr. Larsen is also a member of the Board of Selvaag Gruppen AS and of the Board of the Danish Oil and Natural Gas Company— DONG AS (Copenhagen). | ||
 |
Joseph H. Netherland Principal Occupation: Chairman, President and Chief Executive Officer of FMC Technologies, Inc. Age: 58 Director Since: 2001 |
|
| Mr. Netherland was elected Chairman, President and Chief Executive Officer and a director of FMC Technologies in 2001. He previously served as President and a director of FMC Corporation from June 1999 after serving as Executive Vice President of FMC Corporation from 1998. Mr. Netherland was the General Manager of FMC Corporation’s Energy and Transportation Group from 1992 to 2001. Mr. Netherland became General Manager of FMC Corporation’s former Petroleum Equipment Group and General Manager of its former Specialized Machinery Group in 1985 and 1989, respectively. He serves on the Boards of Directors of the American Petroleum Institute, the Petroleum Equipment Suppliers Association, Newfield Exploration Company and the National Association of Manufacturers. Mr. Netherland is also a member of the Advisory Board of the Department of Engineering at Texas A&M University. | ||
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 |
James R. Thompson Principal Occupation: Chairman, Chairman of the Executive Committee and Partner of the Law Firm of Winston & Strawn LLP, Chicago, Illinois Age: 68 Director Since: 2001 |
|
| Governor Thompson has served as the Chairman of the Chicago law firm of Winston & Strawn LLP since January 1993. He joined the firm in January 1991 after serving four terms as Governor of the State of Illinois. Prior to his terms as Governor, he served as U.S. Attorney for the Northern District of Illinois from 1971-1975. Governor Thompson served as the Chief of the Department of Law Enforcement and Public Protection in the Office of the Attorney General of Illinois, as an Associate Professor at Northwestern University School of Law and as an Assistant State’s Attorney of Cook County. Governor Thompson was a member of the National Commission on Terrorist Attacks Upon the United States (also known as the 9/11 Commission). He is the Chairman of the United HEREIU Public Review Board and serves on the Boards of Directors of the Chicago Board of Trade, FMC Corporation, Navigant Consulting Group, Inc., Maximus, Inc. and Hollinger International, Inc. | ||
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IV. Information about the Board of Directors
Corporate Governance
Our Board of Directors believes that the purpose of corporate
governance is to ensure that we maximize stockholder value in a
manner that is consistent with legal requirements and the
highest standards of integrity. The Board has adopted and
adheres to corporate governance principles which the Board and
senior management believe promote this purpose, are sound and
represent best practices. The Board reviews these governance
practices, the corporate laws of the State of Delaware under
which FMC Technologies was incorporated, the rules and listing
standards of the New York Stock Exchange and the
regulations of the Securities and Exchange Commission, as well
as best practices recognized by governance authorities to
benchmark the standards under which it operates. The corporate
governance principles adopted by the Board of Directors may be
viewed on the Corporate Governance section of FMC
Technologies’ Web site under Corporate Overview at
www.fmctechnologies.com and are also available in print
to any stockholder upon request. A request should be directed to
the Company’s principal executive offices at
1803 Gears Road, Houston, TX 77067, Attention: Vice
President, General Counsel and Secretary.
Meetings
During 2004, the Board of Directors held five regular meetings.
All incumbent directors attended all meetings of the Board and
all meetings of committees on which they served. The Board of
Directors has scheduled a meeting in the morning prior to the
2005 Annual Meeting of Stockholders, and the Board encourages
its members to attend the Annual Meeting of Stockholders. In
2004, all of our directors attended the Annual Meeting of
Stockholders.
Committees of the Board of Directors
During 2004, the Board of Directors had three standing
committees: an Audit Committee, a Compensation Committee, and a
Nominating and Governance Committee.
Each of these committees operates pursuant to a written charter
setting out the functions and responsibilities of the committee,
each of which may be reviewed on the Corporate Governance
section of FMC Technologies’ Web site at
www.fmctechnologies.com and is also available in print to
stockholders upon request submitted to the Company’s
principal executive offices.
Audit Committee
The current members of the Audit Committee are Mr. Mooney
(Chair) and Messrs. Hamilton, Larsen and Ringler. The Audit
Committee held eight meetings during 2004, two of which included
training sessions for its members: one session focused on the
Sarbanes-Oxley Act of 2002 and the Company’s internal
control assessment procedures and the other focused on current
legal and accounting issues facing audit committees. The Board
of Directors has determined that all of the members of the Audit
Committee (Messrs. Hamilton, Larsen, Mooney and Ringler)
meet the New York Stock Exchange standard of having
accounting or related financial management expertise and meet
the Securities and Exchange Commission criteria for an
“audit committee financial expert.”
The Board of Directors approved a substantially revised Audit
Committee charter in 2003 that incorporated the requirements for
audit committees included within Securities and Exchange
Commission regulations and the new corporate governance listing
standards of the New York Stock Exchange that became effective
in 2003 and 2004. The Audit Committee charter gives the Audit
Committee the authority and responsibility for the retention,
compensation and oversight of FMC Technologies’ independent
public accountants and the review and approval in advance of the
scope of audit and non-audit assignments and the related fees of
the independent public accountants. The Audit Committee charter
also gives this committee authority to fulfill its obligations
under Securities and Exchange Commission and New York Stock
Exchange requirements, including responsibilities associated
with FMC Technologies’ external and internal audit staffing
and planning, accounting and
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financial reporting issues associated with its financial
statements and filings with the Securities and Exchange
Commission, financial and accounting organization and internal
controls, auditor independence and approval of non-audit
services and “whistle-blower” procedures for reporting
questionable accounting and audit practices. Audit Committee
members meet privately in separate sessions with representatives
of FMC Technologies’ senior management, the independent
public accountants and FMC Technologies’ Director of
Internal Audit after certain Board meetings (four such sessions
were held in 2004).
Compensation Committee
The current members of the Compensation Committee are
Mr. Bowlin (Chair) and Messrs. Pattarozzi and
Thompson. The Compensation Committee held three meetings during
2004. The principal duties of the Compensation Committee include
setting the compensation for the Chairman, President and Chief
Executive Officer, reviewing and approving compensation policies
and practices for other executive officers, reviewing and
approving major changes in employee benefit plans, reviewing
short and long-term incentive plans and equity grants, preparing
a report on executive compensation for the annual proxy
statement and other matters regarding compensation and benefits
assigned by the Board.
Nominating and Governance Committee
The current members of the Nominating and Governance Committee
are Mr. Pattarozzi (Chair) and Messrs. Bowlin and
Thompson. The Nominating and Governance Committee was formed in
2004 and held two meetings during the year. The principal duties
of the Nominating and Governance Committee include identifying
and recommending to the Board of Directors qualified nominees
for election as directors of FMC Technologies or to fill
vacancies on the Board, making recommendations to the Board
concerning the structure and membership of other Board
committees and making recommendations to the Board of Directors
from time to time regarding matters of corporate governance.
Stockholders may submit recommendations for candidates for
election to the Board of Directors for consideration by the
Nominating and Governance Committee by writing to
Jeffrey W. Carr, Vice President, General Counsel and
Secretary of FMC Technologies, Inc., 1803 Gears Road,
Houston, Texas 77067. A letter making a director candidate
recommendation must include the candidate’s name,
biographical information and a summary of the candidate’s
qualifications. In addition, the letter should be accompanied by
a signed statement from the nominee that indicates that the
nominee is willing to serve as a member of the Board. In order
to make a recommendation for the 2006 Annual Meeting, please
refer to the timing requirements specified in the section of
this proxy statement entitled “Proposals for the 2006
Annual Meeting.” All submissions from stockholders meeting
these requirements will be reviewed by the Nominating and
Governance Committee.
The Nominating and Governance Committee has not established
specific, minimum qualifications for director nominees that it
recommends to the Board but instead periodically advises the
Board of the combination of skills, experience, perspective and
background that its members believe are required for the
effective functioning of the Board considering FMC
Technologies’ current business strategies and its
regulatory, geographic and market environment. FMC
Technologies’ Governance Principles provide that directors
should be selected based on integrity, successful business
experience, stature in their own fields of endeavor and the
diversity of perspectives they bring to the Board, that a
majority of FMC Technologies’ non-employee directors should
be active or retired senior executives, preferably Chief
Executive or Chief Operating Officers of publicly-held
companies, and that FMC Technologies’ non-employee
directors should also be chosen based on recognized experience
in FMC Technologies’ lines of business and leadership in
areas of government service, academia, finance and international
trade. Nominees to be evaluated by the Nominating and Governance
Committee for future vacancies on the Board will be selected by
the committee from candidates recommended by multiple sources,
including business and personal contacts of the members of the
Nominating and Corporate Governance Committee, recommendations
by FMC Technologies’ senior management and candidates
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identified by independent search firms, stockholders and other
sources, all of whom will be evaluated based on the same
criteria. All of the current nominees for the Board are standing
members of the Board that are proposed by the entire Board for
re-election.
Director Independence
The Nominating and Governance Committee conducted a review of
the independence of the members of the Board of Directors and
its committees and reported its findings to the full Board at
its February 2005 meeting. Seven of FMC Technologies’ eight
directors (including both of the nominees presently standing for
re-election) are non-employee directors. The Nominating and
Governance Committee reviewed the commercial relationships
(i.e., the purchase and/or sale of products and services)
between FMC Technologies and its subsidiaries, affiliates and
executive officers with or by companies with whom the
non-employee directors are affiliated or employed. Although the
Board has not adopted categorical standards of materiality, none
of the relationships was deemed to be material. FMC Technologies
previously obtained legal services from Winston &
Strawn, LLP, a law firm for which Mr. Thompson serves as
Chairman. Aggregate fees paid to Winston & Strawn, LLP
during 2004 were approximately $75,000, and the Company ceased
obtaining legal services from Winston & Strawn, LLP in
April 2004. Responses to questionnaires completed by the
directors did not indicate any material relationships (including
industrial, banking, consulting, legal, accounting, charitable
or familial relationships) which would impair the independence
of any of the non-employee directors.
Based on the report and recommendation of the Nominating and
Governance Committee, the Board has determined that each of its
seven non-employee members satisfies the independence criteria
set forth in the corporate governance listing standards of the
New York Stock Exchange. In addition, all of the members of
the Audit Committee satisfy the enhanced independence criteria
required for members of audit committees under regulations
adopted by the Securities and Exchange Commission and the New
York Stock Exchange corporate governance listing standards.
The Board will monitor and review, at least annually,
commercial, charitable and other relationships that the
directors have with FMC Technologies to determine whether a
majority of its members continue to remain independent.
Executive Sessions of Independent Directors
The Board of Directors holds executive sessions of only its
non-employee directors after each regularly scheduled Board of
Directors meetings. Mr. Bowlin, the Chair of the
Compensation Committee, has been selected by the Board of
Directors to serve as the presiding chairperson, or presiding
non-employee director, for these executive sessions
during 2005.
Stockholders and other interested parties may communicate
directly with the Board of Directors, with the presiding
non-employee director for an upcoming meeting or the
non-employee directors as a group by submitting written
correspondence c/o Presiding Non-Employee Director, FMC
Technologies, Inc., 1803 Gears Road, Houston,
Texas 77067.
Director Compensation
Compensation Plan. In 2001, FMC Technologies adopted a
compensation plan for non-employee members of its Board of
Directors as a part of the FMC Technologies, Inc. Incentive
Compensation and Stock Plan (“FMC Technologies Stock
Plan”). Pursuant to such compensation plan, non-employee
directors received annual compensation ranging from $117,500 to
$131,500 (depending on specific committee and chair
responsibilities) during 2004, which includes an annual
retainer, meeting and committee chair fees and a non-retainer
equity grant as described below.
| Annual Retainer and Board and Committee Fees. Each non-employee director is paid an annual retainer of $40,000. At least $25,000 of this annual retainer is paid in restricted stock units. The remainder is either paid in equal quarterly installments in cash or, at the election of the non-employee director, deferred and invested in restricted stock units. These restricted stock units |
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| have a fair market value equal to the deferred amount of the annual retainer on the date of the grant and vest on the date of the next annual meeting of stockholders or as otherwise determined by the Board of Directors. Restricted stock units are payable in Common Stock upon cessation of service on the Board of Directors. Each non-employee director also receives cash remuneration in the amount of $1,500 for each Board of Directors meeting attended and $2,000 for each Board of Directors’ committee meeting attended, and each director is reimbursed for reasonable incidental expenses. The non-employee chairs of the Compensation Committee and the Nominating and Governance Committee receive an additional $8,000 per year, and the non-employee chair of the Audit Committee receives an additional $12,000 per year. | |
| Non-Retainer Equity Grant. Each non-employee director also receives, in May of each year, an additional grant of restricted stock or restricted stock units of equivalent value. These awards vest on the date of FMC Technologies’ next annual meeting of stockholders or as otherwise determined by the Board of Directors and are payable in Common Stock upon cessation of service on the Board of Directors. On May 3, 2004, FMC Technologies granted each non-employee director 2,200 restricted stock units with a market value equal to $59,950 on the date of grant. |
Beginning in 2005, the Board of Directors approved an increase
to the compensation paid to non-employee directors based on a
market compensation analysis of director compensation in the
oilfield services industry conducted by Hewitt Associates. Total
annual compensation for non-employee directors will be between
$127,500 and $141,500 in 2005, depending on specific
responsibilities. Although the annual retainer of $40,000 and
meeting attendance fees will remain unchanged, the annual
non-retainer equity grant made to each non-employee director
will be increased with the number of shares of restricted stock
or restricted stock units issued to have a market value of
approximately $70,000.
Other Compensation. Employees of FMC Technologies who
serve on the Board of Directors do not receive additional
compensation for their service as directors. No other
remuneration is paid to directors. Directors who are not FMC
Technologies employees do not participate in FMC
Technologies’ employee benefit plans other than the FMC
Technologies Stock Plan.
Compensation Committee Interlocks and Insider Participation
in Compensation Decisions
In 2004, the members of the Compensation Committee of the Board
were Messrs. Bowlin, Pattarozzi and Thompson, none of whom
has ever been an officer or employee of FMC Technologies or any
of its subsidiaries. Governor Thompson is the Chairman of the
law firm of Winston & Strawn, LLP, which provided legal
services to FMC Technologies until April 2004. In April 2004,
FMC Technologies ceased obtaining legal services from
Winston & Strawn LLP. None of the executive officers of
FMC Technologies has ever served on the board of directors or on
the compensation committee of any other entity that has had any
executive officer serving as a member of FMC Technologies’
Board of Directors.
V. Certain Relationships and Related Party Transactions
Board Of Directors Relationships and Related Party
Transactions
In addition to FMC Technologies’ former relationship with
Winston & Strawn LLP referenced above under
“Compensation Committee Interlocks and Insider
Participation in Compensation Decisions,” FMC Technologies
and certain of its subsidiaries transacted business in 2004 with
certain organizations for which FMC Technologies directors now
serve, or during 2004 did serve, as officers or directors. In no
case have the amounts involved been material in relation to FMC
Technologies’ business or, to the knowledge and belief of
FMC Technologies’ management, to the businesses of the
other organizations or to the individuals concerned. Such
transactions were on terms no less favorable to FMC Technologies
than were reasonably available from unrelated third parties.
10
Table of Contents
VI. Security Ownership of FMC Technologies
Management Ownership
The following table shows, as of February 1, 2005, the
number of shares of Common Stock beneficially owned by each of
FMC Technologies’ directors, its Chief Executive Officer,
its four other most highly compensated executive officers and
all directors and executive officers as a group. Except for
Mr. Netherland, no director or executive officer named in
the Summary Compensation Table beneficially owns more than one
percent of the Common Stock.
| Beneficial Ownership on | ||||||||
| February 1, 2005 | ||||||||
| Common Stock of FMC | ||||||||
| Name | Technologies | Percent of Class(4) | ||||||
|
Mike R. Bowlin(1)
|
26,789 | * | ||||||
|
Charles H. Cannon, Jr.(2)
|
200,649 | * | ||||||
|
Thomas M. Hamilton(1)(3)
|
23,964 | * | ||||||
|
Peter D. Kinnear(2)
|
172,685 | * | ||||||
|
Asbjorn Larsen(1)
|
34,285 | * | ||||||
|
Edward J. Mooney(1)
|
25,652 | * | ||||||
|
Joseph H. Netherland(2)
|
712,503 | 1.03 | % | |||||
|
Richard A. Pattarozzi(1)
|
10,053 | * | ||||||
|
Robert L. Potter(2)
|
160,433 | * | ||||||
|
James M. Ringler(1)
|
21,789 | * | ||||||
|
William H. Schumann, III(2)
|
138,768 | * | ||||||
|
James R. Thompson(1)
|
31,886 | * | ||||||
|
All directors and executive officers as a group
(15 persons)(1)(2)
|
1,851,625 | 2.69 | % | |||||
| (1) | Includes shares owned by the individual and shares subject to options granted and restricted stock units credited to individual accounts of non-employee directors under the FMC Technologies Stock Plan (see “Information about the Board of Directors-Director Compensation”). As of February 1, 2005, the number of shares subject to options granted and restricted stock units credited to non-employee directors under the FMC Technologies Stock Plan were as follows: Mr. Bowlin, 16,789; Mr. Hamilton, 17,964; Mr. Larsen, 31,803; Mr. Mooney, 14,793; Mr. Pattarozzi, 10,053; Mr. Ringler, 16,789; and Governor Thompson, 30,886. These directors have no power to vote or dispose of shares underlying the restricted stock units until they are distributed upon the cessation of their service on the Board of Directors. Until such distribution, these directors have an unsecured claim against FMC Technologies for such units. |
| (2) | Includes: (i) shares owned by the individual; (ii) shares held by the FMC Technologies, Inc. Savings and Investment Plan (“FMC Technologies Savings Plan”) for the account of the individual and the FMC Technologies, Inc. Non-Qualified Savings and Investment Plan (“FMC Technologies Non-Qualified Savings Plan”) for the benefit of the individual; and (iii) shares subject to options that are exercisable within 60 days and restricted stock shares that will vest within 60 days. The shares included in item (iii) in the aggregate amount to 709,466 shares for Mr. Netherland; 117,806 shares for Mr. Schumann; 168,392 shares for Mr. Kinnear; 199,860 shares for Mr. Cannon; 152,915 shares for Mr. Potter; and 1,732,244 shares for all directors and executive officers as a group. |
| (3) | Includes 6,000 shares held by the Tom and Carolyn Hamilton Family Foundation of which Mr. Hamilton is a director and an officer and shares voting and investment power with Mrs. Hamilton. |
| (4) | Percentages are calculated on the basis of the amount of outstanding shares (exclusive of treasury shares) plus shares deemed outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 as of February 1, 2005. An asterisk appears where the individual’s beneficial ownership is less than one percent of FMC Technologies’ outstanding Common Stock. |
11
Table of Contents
Other Security Ownership
The table below lists the persons known by FMC Technologies to
beneficially own more than five percent of the Common Stock as
of February 1, 2005:
| Amount and Nature of | Percent of | |||||||
| Name and Address of Beneficial Owner | Beneficial Ownership | Class(1) | ||||||
|
T. Rowe Price Associates, Inc.
100 E. Pratt Street Baltimore, MD 21202 |
8,636,637 shares(2) | 12.55 | % | |||||
|
AXA Assurances I.A.R.D. Mutuelle
26, rue Drouot 75009 Paris, France |
4,735,408 shares(3) | 6.88 | % | |||||
|
Columbia Wanger Asset Management, L.P.
227 West Monroe Street Suite 3000 Chicago, IL 60606 |
4,221,600 shares(4) | 6.13 | % | |||||
|
Capital Research and Management Company
333 South Hope Street Los Angeles, CA 90071 |
3,482,200 shares(5) | 5.06 | % | |||||
| (1) | Percentages are calculated on the basis of the amount of outstanding shares (exclusive of treasury shares) plus shares deemed outstanding pursuant to Rule 13d-3(d)(1) under the Securities Exchange Act of 1934 as of February 1, 2005. |
| (2) | Based on a Schedule 13G filed with the Securities and Exchange Commission on February 10, 2005 believed to be reliable, T. Rowe Price Associates, Inc. reported sole voting power over 1,580,032 of such shares and sole dispositive power over all such shares of Common Stock as of December 31, 2004. These securities are owned by various individual and institutional investors for which T. Rowe Price Associates, Inc. serves as investment adviser. T. Rowe Price Associates, Inc. expressly disclaims beneficial ownership of these securities. |
| (3) | Based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005 believed to be reliable, AXA Assurances I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle, AXA Courtage Assurance Mutuelle, AXA and AXA Financial, Inc. jointly reported sole voting power over 2,800,346 of such shares, shared voting power over 1,428,110 of such shares and sole dispositive power over all of such shares of Common Stock as of December 31, 2004. The mailing address for AXA is 25, avenue Matignon, 75008 Paris, France and the mailing address for AXA Financial, Inc. is 1290 Avenue of the Americas, New York, NY 10104. |
| (4) | Based on a Schedule 13G filed with the Securities and Exchange Commission on February 11, 2005 believed to be reliable, Columbia Wanger Asset Management, L.P. and WAM Acquisition GP, Inc. jointly reported shared voting and dispositive power over all such shares of Common Stock as of December 31, 2004. |
| (5) | Based on a Schedule 13G filed with the Securities and Exchange Commission on February 14, 2005 believed to be reliable, Capital Research and Management Company reported sole dispositive power over all such shares of Common Stock as of December 31, 2004. |
12
Table of Contents
VII. Executive Compensation
Summary Compensation Table
The following table and narrative show all compensation awarded,
paid to or earned by the Chairman, President and Chief Executive
Officer of FMC Technologies and each of the four most highly
compensated executive officers of FMC Technologies other than
the Chairman, President and Chief Executive Officer from all
sources for services rendered in all of their capacities to FMC
Technologies during 2002, 2003 and 2004.
| Annual Compensation | Long-Term | ||||||||||||||||||||||||||||
| Compensation | |||||||||||||||||||||||||||||
| Other | |||||||||||||||||||||||||||||
| Annual | Restricted | Securities | All Other | ||||||||||||||||||||||||||
| Compen- | Stock | Underlying | Compen- | ||||||||||||||||||||||||||
| Fiscal | Salary | Bonus | sation | Award | Options | sation | |||||||||||||||||||||||
| Name and Principal Position | Year | ($) | (1)($) | (2)($) | (4)(5)($) | (#) | (6)($) | ||||||||||||||||||||||
|
JOSEPH H. NETHERLAND
|
2004 | 832,493 | 1,500,000 | 0 | 2,186,574 | 95,400 | 99,181 | ||||||||||||||||||||||
|
Chairman, President and
|
2003 | 792,858 | 988,591 | 0 | 1,939,198 | 150,000 | 88,692 | ||||||||||||||||||||||
|
Chief Executive Officer
|
2002 | 749,399 | 877,547 | 64,291 | (3) | 0 | 0 | 80,720 | |||||||||||||||||||||
|
WILLIAM H. SCHUMANN, III
|
2004 | 489,093 | 539,812 | 0 | 585,104 | 25,500 | 45,762 | ||||||||||||||||||||||
|
Senior Vice President and
|
2003 | 469,192 | 381,313 | 0 | 176,449 | 36,900 | 42,791 | ||||||||||||||||||||||
|
Chief Financial Officer
|
2002 | 441,208 | 356,937 | 0 | 0 | 0 | 36,382 | ||||||||||||||||||||||
|
PETER D. KINNEAR
|
2004 | 440,500 | 544,352 | 0 | 650,676 | 28,400 | 42,141 | ||||||||||||||||||||||
|
Executive Vice President
|
2003 | 404,500 | 331,973 | 0 | 182,266 | 38,200 | 36,838 | ||||||||||||||||||||||
| 2002 | 349,083 | 287,993 | 0 | 597,450 | 0 | 26,284 | |||||||||||||||||||||||
|
CHARLES H. CANNON, JR.
|
2004 | 402,837 | 305,230 | 0 | 400,998 | 17,500 | 37,494 | ||||||||||||||||||||||
|
Senior Vice President
|
2003 | 389,253 | 316,346 | 0 | 168,693 | 35,500 | 34,645 | ||||||||||||||||||||||
| 2002 | 372,534 | 298,399 | 0 | 0 | 0 | 29,143 | |||||||||||||||||||||||
|
ROBERT L. POTTER
|
2004 | 304,205 | 232,930 | 0 | 284,986 | 12,400 | 27,627 | ||||||||||||||||||||||
|
Vice President
|
2003 | 288,565 | 232,208 | 0 | 124,096 | 26,100 | 24,810 | ||||||||||||||||||||||
| 2002 | 267,152 | 207,577 | 0 | 379,000 | 0 | 19,933 | |||||||||||||||||||||||
| (1) | The FMC Technologies Stock Plan provides for annual bonuses to be paid based on performance against specified individual objectives and corporate financial results versus approved targets. |
| (2) | FMC Technologies provides certain perquisites to each of the listed executive officers that did not exceed, for any officers, $50,000 or 10 percent of his annual salary plus bonus, for any of the fiscal years presented, with the exception of perquisites provided to Mr. Netherland in 2002. |
| (3) | In 2002, Mr. Netherland received $34,504 as a reimbursement for relocation expenses and the payment of taxes attributable to such reimbursement, which is included in “Other Annual Compensation” for that year. No other perquisite that Mr. Netherland received in 2002 exceeded 25 percent of the total amount of perquisites Mr. Netherland received in that year. |
| (4) | The number and value of the aggregate FMC Technologies restricted stock held by each of the listed executive officer on December 31, 2004, with the value based on the closing market price per share of Common Stock on December 31, 2004, the last trading day of the year, was: Mr. Netherland, 184,900 shares at $5,953,780; Mr. Schumann, 32,300 shares at $1,040,060; Mr. Kinnear, 70,200 shares at $2,260,440; Mr. Cannon, 24,600 shares at $792,120; and Mr. Potter, 37,700 shares at $1,213,940. Dividends will not be paid on any of the restricted stock shares unless FMC Technologies pays dividends on its Common Stock. |
| (5) | FMC Technologies granted 35,000 restricted stock shares to Mr. Kinnear on October 1, 2002 and 20,000 restricted stock shares to Mr. Potter on March 1, 2002. On February 20, 2003, FMC Technologies granted 33,200 restricted stock shares to Mr. Netherland, 9,100 restricted stock shares to Mr. Schumann, 9,400 restricted stock shares to Mr. Kinnear, 8,700 restricted stock shares to Mr. Cannon, and 6,400 restricted stock shares to Mr. Potter. FMC Technologies granted 65,000 restricted stock shares to Mr. Netherland on March 1, 2003. On February 19, 2004, FMC Technologies granted 86,700 restricted stock shares to Mr. Netherland, 23,200 restricted stock shares to Mr. Schumann, 25,800 restricted stock shares to Mr. Kinnear, 15,900 restricted stock shares to Mr. Cannon, and 11,300 restricted stock shares to Mr. Potter. The restricted stock shares granted on February 20, 2003 will vest on January 2, 2006. The restricted stock shares granted on February 19, 2004 will vest on January 2, 2007. All other restricted stock shares described in this footnote vest on the fourth anniversary of their grant date. |
| (6) | The 2002, 2003 and 2004 amounts include the following: for Mr. Netherland, $76,165 in 2002, $83,351 in 2003 and $90,717 in 2004 for annual matching contributions to the FMC Technologies Savings Plan and the FMC Technologies Non-Qualified Savings Plan and $4,555 in 2002, $5,341 in 2003 and $8,464 in 2004 for life insurance; for Mr. Schumann, $35,301 in 2002, $41,306 in 2003 and $43,520 in 2004 for annual matching contributions to the FMC Technologies Savings Plan and the FMC Technologies Non-Qualified Savings Plan and $1,081 in 2002, $1,485 in 2003 and $2,242 in 2004 for life insurance; for Mr. Kinnear, $24,739 in 2002, $34,537 in 2003 and $38,624 in 2004 for annual matching contributions to the FMC Technologies Savings Plan and the FMC Technologies Non-Qualified Savings Plan and $1,545 in 2002, $2,301 in 2003 and $3,517 in 2004 for life insurance; for Mr. Cannon, $27,749 in 2002, $32,964 in 2003 and $35,735 in 2004 for annual matching contributions to the FMC Technologies Savings Plan and the FMC Technologies Non-Qualified Savings Plan and $1,394 in 2002, $1,681 in 2003 and $1,759 in 2004 for life insurance; and for Mr. Potter, $19,022 in 2002, $23,652 in 2003 and $26,513 in 2004 for annual matching contributions to the FMC Technologies Savings Plan and the FMC Technologies Non-Qualified Savings Plan and $911 in 2002, $1,158 in 2003 and $1,114 in 2004 for life insurance. |
13
Table of Contents
Option Grants for Services Rendered in 2004
The table below shows information on individual grants of stock
options made in 2004 under the FMC Technologies Stock Plan for
services rendered during 2004 by each executive officer named in
the Summary Compensation Table. All stock options were granted
on February 19, 2004. FMC Technologies did not grant any
stock appreciation rights during 2004.
| Number of | Percent of Total | Grant Date | ||||||||||||||||||
| Securities | Options Granted | Exercise or | Value Present | |||||||||||||||||
| Underlying Options | to Employees in | Base Price | ($) | |||||||||||||||||
| Name | Granted in 2004(#) | 2004 | ($/SH) | Expiration Date | (1)(2) | |||||||||||||||
|
Joseph H. Netherland
|
95,400 | 21.1 | % | 25.22 | 2/19/2014 | 865,278 | ||||||||||||||
|
William H. Schumann, III
|
25,500 | 5.6 | % | 25.22 | 2/19/2014 | 231,285 | ||||||||||||||
|
Peter D. Kinnear
|
28,400 | 6.3 | % | 25.22 | 2/19/2014 | 257,588 | ||||||||||||||
|
Charles H. Cannon, Jr.
|
17,500 | 3.9 | % | 25.22 | 2/19/2014 | 158,725 | ||||||||||||||
|
Robert L. Potter
|
12,400 | 2.7 | % | 25.22 | 2/19/2014 | 112,468 | ||||||||||||||
| (1) | We used the Black-Scholes option pricing model to value these options as of the date granted. The model assumed: an option term of 5 years; a risk-free interest rate of 3.1 percent; an assumed annual volatility of underlying stock of 35.1 percent and no dividends being paid. FMC Technologies made no assumptions regarding restrictions on vesting or the likelihood of vesting. |
| (2) | The ultimate values of the options will depend on the future market price of the Common Stock, which cannot be forecast with reasonable accuracy. The actual value, if any, an option holder will realize when exercising an option will depend on the excess of the market value of the Common Stock on the date the option is exercised over the exercise price. |
Aggregated Option Exercises in 2004 and Year-End Option
Values
Shown below is information with respect to options to purchase
Common Stock exercised in 2004 by the officers named in the
Summary Compensation Table and the value of unexercised FMC
Technologies options held by them at December 31, 2004.
| Number of Securities | ||||||||||||||||
| Underlying Unexercised | Value of Unexercised | |||||||||||||||
| Shares | Options/SARs at | in-the-Money Options at | ||||||||||||||
| Acquired On | Value | 12/31/2004 (#) | 12/31/2004 ($) (1) | |||||||||||||
| Exercise | Realized | |||||||||||||||
| Name | (#) | ($) | Exercisable/Unexercisable | Exercisable/Unexercisable | ||||||||||||
|
Joseph H. Netherland
|
426,169 | $ | 6,245,267 | 709,466/245,400 | $ | 8,689,201/$2,587,392 | ||||||||||
|
William H. Schumann, III
|
269,893 | $ | 3,884,066 | 117,806/62,400 | $ | 1,437,233/$650,679 | ||||||||||
|
Peter D. Kinnear
|
56,785 | $ | 906,242 | 168,392/66,600 | $ | 2,089,464/$687,574 | ||||||||||
|
Charles H. Cannon, Jr.
|
142,146 | $ | 1,876,938 | 199,860/53,000 | $ | 2,515,321/$576,905 | ||||||||||
|
Robert L. Potter
|
41,955 | $ | 839,782 | 152,915/38,500 | $ | 1,927,600/$420,893 | ||||||||||
| (1) | The closing price of FMC Technologies Common Stock at December 31, 2004, the last trading day of 2004, was $32.20. |
14
Table of Contents
Retirement Plans
The following table shows the estimated annual retirement
benefits under the FMC Technologies pension plan (and its
supplements) for eligible salaried employees (including
officers) payable upon retirement at age 65 (normal
retirement age) in 2005 at various levels of salary and years of
service. Payment of benefits shown is contingent on the
continuation of the present plan (and its supplements) until the
employee retires.
| Estimated Annual Retirement Benefits for Years of Service Indicated(1) | ||||||||||||||||||||||||
| Final Average Earnings(2) | 15 Years | 20 Years | 25 Years | 30 Years | 35 Years | 40 Years | ||||||||||||||||||
|
$ 150,000
|
$ | 30,098 | $ | 40,130 | $ | 50,163 | $ | 60,196 | $ | 70,228 | $ | 81,478 | ||||||||||||
|
$ 250,000
|
$ | 52,598 | $ | 70,130 | $ | 87,663 | $ | 105,196 | $ | 122,728 | $ | 141,478 | ||||||||||||
|
$ 350,000
|
$ | 75,098 | $ | 100,130 | $ | 125,163 | $ | 150,196 | $ | 175,228 | $ | 201,478 | ||||||||||||
|
$ 450,000
|
$ | 97,598 | $ | 130,130 | $ | 162,663 | $ | 195,196 | $ | 227,728 | $ | 261,478 | ||||||||||||
|
$ 550,000
|
$ | 120,098 | $ | 160,130 | $ | 200,163 | $ | 240,196 | $ | 280,228 | $ | 321,478 | ||||||||||||
|
$ 650,000
|
$ | 142,598 | $ | 190,130 | $ | 237,663 | $ | 285,196 | $ | 332,728 | $ | 381,478 | ||||||||||||
|
$ 900,000
|
$ | 198,848 | $ | 265,130 | $ | 331,413 | $ | 397,696 | $ | 463,978 | $ | 531,478 | ||||||||||||
|
$1,150,000
|
$ | 255,098 | $ | 340,130 | $ | 425,163 | $ | 510,196 | $ | 595,228 | $ | 681,478 | ||||||||||||
|
$1,300,000
|
$ | 288,848 | $ | 385,130 | $ | 481,413 | $ | 577,696 | $ | 673,978 | $ | 771,478 | ||||||||||||
|
$1,450,000
|
$ | 322,598 | $ | 430,130 | $ | 537,663 | $ | 645,196 | $ | 752,728 | $ | 861,478 | ||||||||||||
|
$1,650,000
|
$ | 367,598 | $ | 490,130 | $ | 612,663 | $ | 735,196 | $ | 857,728 | $ | 981,478 | ||||||||||||
|
$1,850,000
|
$ | 412,598 | $ | 550,130 | $ | 687,663 | $ | 825,196 | $ | 962,728 | $ | 1,101,478 | ||||||||||||
| (1) | Benefits shown are total qualified plus nonqualified pension benefits, and will not be reduced by Social Security benefits or other offsets. |
| (2) | “Final Average Earnings” in the table means the average of covered compensation for the highest 60 consecutive calendar months out of the 120 calendar months immediately preceding retirement. Covered compensation includes the total of the amounts appearing in the Salary and Bonus Columns of the Summary Compensation Table in this Proxy Statement. |
At February 1, 2005, Messrs. Netherland, Schumann,
Kinnear, Cannon, and Potter had 31, 23, 33, 22, and
31 years of credited service under the pension plan (and
its supplements), respectively.
Applicable benefits for employees whose years of service and
earnings differ from those shown in the table are equal to
(A + B) times (C) where: (A) equals
1 percent of allowable Social Security covered compensation
($48,696 for a participant retiring at age 65 in 2005)
times years of credited service (up to a maximum of
35 years) plus 1.5 percent of the difference between
Final Average Earnings and allowable Social Security covered
compensation times years of credited service (up to a maximum of
35 years); (B) equals 1.5 percent of Final
Average Earnings times years of credited service in excess of
35 years; and (C) equals the ratio of credited service
at termination to credited service projected to age 65.
Termination and Change of Control Arrangements
Plan and Participants. The Board of Directors adopted an
Executive Severance Plan in 2001. Seventeen officers and
managers participate in the plan, including all five of the
individuals listed in the Summary Compensation Table.
Benefits. If a change in control (as described below) of
FMC Technologies occurs and if, within two years of that change
of control, a participant’s employment is terminated
without cause or a participant voluntarily terminates his or her
employment because his or her duties, location, salary,
compensation or benefits are changed or are reduced, then the
participant is generally entitled to benefits from FMC
Technologies. In general, those benefits include: (i) a
lump sum payment of three, two or one (depending on position)
times the total of annual salary plus the greater of
(a) the highest annualized target total management
incentive award granted for any year and (b) the average of
the actual annualized incentive awards paid for the two plan
years
15
Table of Contents
immediately preceding the executive’s termination;
(ii) a payment equal to prorated target bonus for the year
of termination; (iii) immediate vesting of long-term
incentive awards, restricted stock and stock options;
(iv) continuation of medical and other benefits for up to
three years; (v) distribution of accrued nonqualified
retirement plan benefits; and (vi) up to an additional
three years of credited service for purposes of our nonqualified
plans. FMC Technologies will compensate the participant for any
excise tax liability as a result of payments under the plan.
Mr. Netherland, Mr. Schumann and Mr. Kinnear can
also receive these benefits if they voluntarily terminate their
employment with FMC Technologies prior to the thirteenth month
after a change in control of FMC Technologies.
Change in Control. In general, the following transactions
are considered changes in control under the plan: (i) a
third party’s acquisition of 20 percent or more of the
outstanding Common Stock; (ii) a change in the majority of
the Board of Directors; (iii) completion of specified
mergers, business combinations or asset purchases or sales
(unless after the transaction (a) the stockholders of FMC
Technologies prior to the transaction own more than
60 percent of the resulting entity, (b) members of the
FMC Technologies Board of Directors before the transaction
constitute a majority of the Board of Directors of the resulting
entity, and (c) no person owns 20 percent or more of
the outstanding Common Stock or voting securities); or
(iv) the complete liquidation or dissolution of FMC
Technologies.
Report of the Compensation Committee on Executive
Compensation
Goals. FMC Technologies’ executive compensation
program is designed to align total compensation with stockholder
interests. The program:
| • | Incents and rewards executives for sound business management and improvement in stockholder value. | |
| • | Balances its components so that both short- and longer-term operating and strategic objectives are recognized. | |
| • | Requires achieving objectives within a “high-performance” environment to be rewarded. | |
| • | Is intended to attract, motivate and retain executives necessary for the long-term success of FMC Technologies. |
The program consists of three different compensation components:
base salary; variable cash incentive awards; and long-term
incentive awards (stock options and restricted stock).
Base salary. Annually FMC Technologies retains
compensation consultant Hewitt Associates to conduct an external
survey to set competitive base salary ranges for the
Company’s executives. In order to obtain the most relevant
survey data, Hewitt surveys include comparable companies in the
industries in which FMC Technologies competes, including many of
the companies in the Oilfield Services Index (OSX). All elements
of the Company’s executive compensation programs are
evaluated, including base pay, target bonus, long-term
incentives and perquisites, for the CEO and thirteen other
executive positions. The most recent survey indicated the
midpoint of the salary grade of FMC Technologies’ CEO,
Mr. Netherland, was somewhat below the market median. The
aggregate midpoints for the thirteen survey positions, including
the CEO and the positions of the four other executive officers
named in the Summary Compensation Table, were at the market
median.
Salary ranges for FMC Technologies executives are established
based on similar positions in other companies of comparable size
and complexity. Generally, FMC Technologies sets its competitive
salary midpoint for any executive at the median level compared
with the companies surveyed. Performance levels within the
salary ranges are delineated to recognize different levels of
performance ranging from “needs improvement” to
“exceptional”. As a result, although
16
Table of Contents
nominally targeted to fall at or near the 50th percentile
of comparable organizations, any individual’s compensation
will actually fall at a point within the salary range
corresponding to his or her performance.
Starting placement in a salary range is a function of an
employee’s skills, experience, expertise and anticipated
job performance. Each year performance is evaluated against
mutually agreed-upon objectives and performance standards that
may, in part, be subjective; a performance rating is
established; and a salary increase may be granted. For
Mr. Netherland, performance factors used in 2004 included
improving upon the Company’s world class safety
performance, EPS improvement, continuing to build management
depth, ensuring compliance with the internal financial control
requirements of the Sarbanes-Oxley Act of 2002, debt reduction
and revenue growth.
Mr. Netherland last received a base salary increase in June
2004. The Compensation Committee evaluated his performance as
outstanding based on performance results versus the mutually
agreed upon objectives noted above. Mr. Netherland was
awarded a base salary increase of 5.0%, placing him in the
“outstanding” pay category in his salary range.
Management Incentive Awards. Management Incentive Awards
under the FMC Technologies Stock Plan provide for annual cash
incentives for achievement of both annual performance incentive
(“API”) targets and business performance incentive
(“BPI”) targets. The Committee oversees the FMC
Technologies Stock Plan objectives and design as well as the
setting of performance targets and approval of awards. For
participating managers, target incentives vary from 20% to 90%
of base salary. BPI payments can range from 0 to 3 times the
target incentive. In 2004, the BPI was based on improvement in
Net Contribution (50%) and EBITDA growth (50%).
In 2004, the API comprised 30% of the total target incentive and
the BPI comprised 70% of the total target incentive for all
participants. The API incentive is less quantitative than the
BPI. The API rating varies with individual performance versus
objectives and can range from 0 to 2 times the target
percentage. It is awarded based on achieving annual objectives
set for the individual’s most important business
responsibilities. For Mr. Netherland in 2004, these
achievements included:
| • | Increase in year over year sales of 20.0%, from $2.307 billion to $2.768 billion | |
| • | Increase in year over year backlog of 26.3%, from $1.258 billion to $1.587 billion | |
| • | Increase in EPS year over year of 63.1%, from $1.03 to $1.68 | |
| • | Decrease in net debt year over year of 79.7%, from $192.5 million to $39.0 million | |
| • | Increase in share price year over year of 38.2%, from $23.30 to $32.20 |
In addition, the Compensation Committee awarded
Mr. Netherland, along with Messrs. Kinnear and
Schumann, a special bonus for their outstanding work on the
MODEC share conversion, which resulted in over $60 million
of value for FMC Technologies’ shareholders. For
Mr. Netherland, this part of his bonus amounted to $367,953.
Mr. Netherland’s combined BPI and API payment and
special MODEC bonus for 2004, shown as Bonus in the Summary
Compensation Table, was $1,500,000.
17
Table of Contents
Equity Awards. The FMC Technologies Stock Plan is
designed to link closely the long-term reward of executives with
increases in stockholder value. The 2001 approval of the FMC
Technologies Stock Plan provides the Committee with broad
discretion to select the appropriate types of rewards. Currently
there are annual long-term incentive awards of restricted stock
and/or stock options granted to executives and other management
employees for whom the Hewitt survey has indicated equity grants
are normally part of total compensation. The award vesting
period for both the restricted stock and stock options awarded
through this program is three years.
To determine the number of restricted shares and stock options
to be granted, Hewitt provides in its annual executive
compensation survey competitive economic values for each
executive position. The number of restricted shares and stock
options granted to each executive is based on the target
economic value and the Black-Scholes valuation of FMC
Technologies stock on December 31. The Black-Scholes
valuation is provided by Hewitt. Mr. Netherland’s
long-term incentive award for 2004 was 95,400 options and
86,700 shares of restricted stock. The grants for the other
four executive officers appear in footnote 5 to the Summary
Compensation Table. The economic value of these annual grants
was consistent with the median value granted to executives in
comparable positions with the companies included in the survey.
Any increases or decreases in the share price will impact the
value of these awards for the executive.
The FMC Technologies Stock Plan also provides for Management
Incentive Awards in the form of restricted stock grants, which
are awarded very selectively to key management personnel and
high-potential managers for retention purposes under a key
manager restricted stock program. Such grants vest in full after
four years.
Section 162(m) Deductibility. The Committee
continues to review the $1 million cap on tax deductible
compensation and is advised that stock option grants made
through the end of 2003 meet the requirements for deductibility.
The FMC Technologies Stock Plan, approved in 2001, may not meet
all requirements for deductibility under Section 162(m) of
the Internal Revenue Code. However, unless the amounts involved
become material, the Committee believes that it is more
important to preserve its flexibility under the plan to craft
appropriate incentive awards.
Stock Retention Policy. FMC Technologies has established
guidelines setting expectations for the ownership of FMC
Technologies stock by corporate officers and directors. The
corporate officer guidelines for stock retention are based on a
multiple of two to five times the individual’s total
compensation midpoint. The stock retention guidelines for
directors are based on a multiple of five times the annual
retainer. All directors and corporate officers governed by this
policy, including all those named in this Proxy Statement, meet
or exceed their respective stock retention guidelines.
The preceding report has been furnished by the following members
of the Compensation Committee:
| Mike Bowlin, Chairman | |
| Richard A. Pattarozzi | |
| James R. Thompson |
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Table of Contents
Stockholder Return Performance Presentation
The following chart compares the percentage change in the
cumulative stockholder return on the Common Stock against the
cumulative total return of the OSX Oil Services Index and the
S&P Composite— 500 Stock Index. The comparison is for a
period beginning June 14, 2001 (the first date the Common
Stock was traded on the New York Stock Exchange) and ending
December 31, 2004. The chart assumes the investment of $100
on June 14, 2001 and the reinvestment of all dividends.
Stockholder Return Performance Presentation
| June 14, | December 31, | December 31, | December 31, | December 31, | ||||||||||||||||
| 2001 | 2001 | 2002 | 2003 | 2004 | ||||||||||||||||
|
FMC Technologies
|
$ | 100 | $ | 75 | $ | 93 | $ | 106 | $ | 146 | ||||||||||
|
OSX
|
$ | 100 | $ | 74 | $ | 73 | $ | 79 | $ | 105 | ||||||||||
|
S&P 500
|
$ | 100 | $ | 94 | $ | 72 | $ | 91 | $ | 99 | ||||||||||
VIII. Other Matters
Equity Compensation Plan Information
Shown below is information as of December 31, 2004 with
respect to the shares of Common Stock that may be issued under
FMC Technologies’ existing equity compensation plans.
| Number of shares | ||||||||||||
| Number of shares to be | remaining available | |||||||||||
| issued upon exercise | Weighted average exercise | for future issuance | ||||||||||
| of outstanding options, | price of outstanding options, | under equity | ||||||||||
| warrants and rights | warrants and rights | compensation plans | ||||||||||
|
Equity compensation plans approved by security holders
|
4,106,570 | (1) | $ | 19.75 | 7,425,088 | (2) | ||||||
|
Equity compensations plans not approved by security holders
|
— | — | — | |||||||||
|
Total
|
4,106,570 | (1) | $ | 19.75 | 7,425,088 | (2) | ||||||
| (1) | Includes the number of shares that may be issued upon the exercise of outstanding options to purchase shares of FMC Technologies Common Stock under the FMC Technologies Stock Plan. Does not include shares of restricted stock that have been awarded under the FMC Technologies Stock Plan but have not yet vested. |
| (2) | Includes shares available for future issuance under the FMC Technologies Stock Plan, excluding the shares quantified in Column 1. In addition to stock options, the FMC Technologies Stock Plan provides for the issuance of restricted stock, stock appreciation rights, dividend equivalent rights, other stock-based awards, performance awards and cash incentive awards. |
Section 16(a) Beneficial Ownership Reporting
Compliance
FMC Technologies has undertaken responsibility for preparing and
filing the stock ownership forms required under
Section 16(a) of the Securities Exchange Act of 1934 on
behalf of its
19
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officers and directors. Based on a review of forms filed and
information provided by officers and directors to FMC
Technologies, FMC Technologies believes that all
Section 16(a) reporting requirements were fully met during
2004, except that (i) late Form 4 filings were filed
on January 4, 2005 with respect to the May 3, 2004
grant of restricted stock units referenced above under
“Information about the Board of Directors-Director
Compensation” to each of Messrs. Bowlin, Hamilton,
Larsen, Mooney, Pattarozzi, Ringler and Thompson and (ii) a
late Form 5 filing was filed on February 11, 2005 with
respect to a January 7, 2004 disposition of 15 shares
of Common Stock and a February 5, 2004 disposition of
3 shares of Common Stock by Mr. Larsen’s bank in
settlement of custodial account fees.
Audit Committee Report
The Audit Committee Report that follows shall not be deemed to
be incorporated by reference into any filing made by FMC
Technologies under the Securities Act of 1933 or the Securities
Exchange Act of 1934, notwithstanding any general statement
contained in any such filing incorporating this proxy statement
by reference, except to the extent FMC Technologies incorporates
this Report by specific reference.
The Audit Committee of the Board of Directors has:
| • | Reviewed and discussed the audited financial statements with management; | |
| • | Discussed with KPMG LLP, FMC Technologies’ independent public accountants, the matters required to be discussed by Statement on Auditing Standards No. 61; and | |
| • | Received the written disclosures and the letter from KPMG LLP required by Independence Standards Board Standard No. 1, and has discussed with KPMG LLP its independence. |
In reliance upon the review and discussions referred to above,
the Audit Committee recommended to the Board of Directors that
the audited financial statements be included in FMC
Technologies’ Annual Report on Form 10-K for the year
ended December 31, 2004.
The preceding report has been furnished by the following members
of the Audit Committee:
| Edward J. Mooney (Chair) | |
| Thomas M. Hamilton | |
| Asbjorn Larsen | |
| James M. Ringler |
Relationship with Independent Public Accountants
The Audit Committee of the Board of Directors has reappointed
KPMG LLP as FMC Technologies’ independent public
accountants for 2005. KPMG LLP has served as the independent
public accountants for FMC Technologies since its inception.
During 2003 and 2004, the Audit Committee pre-approved all audit
and non-audit services provided by KPMG LLP. During 2003 and
2004, KPMG LLP’s fees were as follows:
| 2003 | 2004 | |||||||
| (In thousands) | ||||||||
|
Audit Fees(1)
|
$ | 1,736 | $ | 4,545 | ||||
|
Audit Related Fees(2)
|
125 | 153 | ||||||
|
Tax Fees(3)
|
779 | 618 | ||||||
|
All Other Fees(4)
|
676 | 453 | ||||||
|
Total
|
$ | 3,316 | $ | 5,769 | ||||
| (1) | Audit Fees consist of fees for the annual audit of FMC Technologies’ consolidated financial statements, foreign statutory audits, quarterly reviews of interim financial statements in FMC Technologies’ Form 10-Q reports and, in 2004, the audit of internal controls over financial reporting for compliance with the Sarbanes-Oxley Act of 2002. |
| (2) | Audit Related Fees are primarily associated with benefit plan audits and assistance with due diligence of potential acquisitions. |
| (3) | Tax Fees consist of fees for compliance, consultation and planning with respect to various domestic and foreign corporate tax matters. |
| (4) | All Other Fees include fees for tax and other compliance services for expatriates and consultation regarding financial reporting controls. |
20
Table of Contents
The Audit Committee of the Board of Directors considered the
effect of KPMG LLP’s non-audit services in assessing the
independence of such accountants and concluded that the
provision of such services by KPMG LLP was compatible with the
maintenance of that firm’s independence in the conduct of
its auditing functions.
The Audit Committee of the Board of Directors reviews all
relationships between KPMG LLP and FMC Technologies, including
the provision of non-audit services, which may relate to the
auditor’s independence. The Audit Committee’s approval
is required prior to retaining KPMG LLP for any permitted
non-audit services and for the fees payable for such services.
The fees for all of the services summarized in the table above
not constituting Audit Fees were pre-approved by the Audit
Committee of the Board of Directors in 2004.
FMC Technologies has been advised by KPMG LLP that it will have
a representative in attendance at the Annual Meeting. The
representative will have an opportunity to make a statement if
he or she desires and also will be available to respond to
appropriate questions.
Code of Ethics
FMC Technologies’ Code of Business Conduct and Ethics,
which is applicable to all of its employees, officers and
directors, may be found in the Corporate Governance section of
FMC Technologies’ Web site under Corporate Overview at
www.fmctechnologies.com and is also available in print to
stockholders upon request. A request should be directed to the
Company’s principal executive offices at 1803 Gears
Road, Houston, TX 77067, Attention: Vice President, General
Counsel and Secretary. FMC Technologies has established a
hotline for employees to report violations of the ethics policy
or complaints regarding accounting and auditing practices on an
anonymous basis. Reports of possible violations of financial or
accounting policies made to the hotline are directed to FMC
Technologies’ Director of Internal Audit and the chair of
the Audit Committee.
Proposals for the 2006 Annual Meeting
Stockholders may make proposals to be considered at the 2006
Annual Meeting. To be included in the proxy statement and form
of proxy for the 2006 Annual Meeting, stockholder proposals must
be received not later than November 16, 2005, at FMC
Technologies’ principal executive offices, 1803 Gears
Road, Houston, Texas 77067, Attn: Vice President, General
Counsel and Secretary.
FMC Technologies’ By-Laws provide that no business may be
brought before an annual meeting unless: specified in the notice
of meeting; otherwise brought before the meeting by or at the
direction of the Board of Directors; or brought by a stockholder
who has delivered notice to FMC Technologies (containing certain
information specified in the By-Laws) not less than 60 nor more
than 90 days before the date of the meeting. If FMC
Technologies provides less than 70 days’ notice or
public disclosure of the date of the annual meeting, then a
stockholder may bring business before that meeting if FMC
Technologies receives notice from that stockholder within
10 days after FMC Technologies’ notice or public
disclosure of the date of the annual meeting. A copy of the full
text of the By-Law provisions discussed above may be obtained by
writing to the Vice President, General Counsel and Secretary,
FMC Technologies, Inc., 1803 Gears Road, Houston,
Texas 77067.
21
Table of Contents
Stockholders Sharing an Address
In accordance with notices sent to beneficial owners of FMC
Technologies Common Stock sharing a single address, we are
sending only one Annual Report of Stockholders and Proxy
Statement to that address unless we receive contrary
instructions from any beneficial owner at that address. This
“householding” practice reduces our printing and
postage costs. However, if a beneficial owner at such an address
wishes to receive separate Annual Reports to Stockholders or
Proxy Statements this year or in the future, he or she may
contact our Transfer Agent, National City Bank, by mail at
Corporate Trust Operations, P.O. Box 92301,
Cleveland, Ohio 44193-0900, by telephone at (800) 622-6757,
by facsimile at (216) 257-8508 or by e-mail at
shareholder.inquiries@nationalcity.com. If you are a stockholder
of record receiving multiple copies, you can request
householding by contacting us in the same manner. If you own
your shares through a bank, broker or other nominee, you can
request householding by contacting the nominee.
Expenses Relating to this Proxy Solicitation
FMC Technologies will pay all expenses relating to this proxy
solicitation. In addition to this solicitation by mail, FMC
Technologies’ officers, directors, and employees may
solicit proxies by telephone or personal call without extra
compensation for that activity. In accordance with the rules of
the Securities and Exchange Commission and the New York Stock
Exchange, FMC Technologies will also reimburse banks, brokers
and other custodians, nominees and fiduciaries for reasonable
out-of-pocket expenses in forwarding proxy material to
beneficial owners of Common Stock and obtaining the proxies of
those owners. FMC Technologies has retained Georgeson
Shareholder Services of East Rutherford, New Jersey to
assist in the solicitation of proxies. FMC Technologies will pay
the cost of such assistance, which is estimated to be $8,000,
plus reimbursement for out-of-pocket fees and expenses.
| Jeffrey W. Carr | |
| Vice President, General | |
| Counsel and Secretary | |
| FMC Technologies, Inc. |
22
Table of Contents
FMC Technologies, Inc.
1803 Gears Road
Houston, Texas 77067
Notice of
Annual Meeting of Stockholders
April 28, 2005
and Proxy Statement
FMC Technologies, Inc.
Table of Contents
| VOTE BY TELEPHONE | |
| Have this form available when you call the Toll-Free number 1-800-542-1160 using a touch-tone telephone and follow the simple instructions to record your vote. | |
| VOTE BY INTERNET | |
| Have this form available when you access the website http://www.votefast.com and follow the simple instructions to record your vote. | |
| VOTE BY MAIL | |
| Please mark, sign and date the card below and return it to: National City Bank, P.O. Box 535300, Pittsburgh PA 15253-9837. |
| Vote by Telephone Call Toll-Free using a touch-tone telephone: |
||
| 1-800-542-1160 |
| Vote by Internet Access the Website and cast your vote: |
||
| http://www.votefast.com |
| Vote by Mail Return your proxy in the postage-paid envelope provided |
Vote 24 hours a day, 7 days a week!
Your telephone or Internet vote must be received by 11:59 p.m. Eastern Daylight Time
on April 27, 2005 to be counted in the final tabulation.
If you vote by telephone or Internet, please do not mail your proxy card.
ê Please fold and detach card at perforation before mailing. ê
| PROXY | FMC TECHNOLOGIES, INC. |  |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Joseph H. Netherland, William H. Schumann, III and Jeffrey W. Carr, and each of them, proxy for the undersigned, with full power of substitution, to vote in the manner indicated on the reverse side, and with discretionary authority as to any other matters that may properly come before the meeting, all shares of common stock of FMC Technologies, Inc. which the undersigned is entitled to vote at the Annual Meeting of Stockholders of FMC Technologies, Inc. to be held on April 28, 2005, at 200 East Randolph Drive, Chicago, Illinois at 11:00 a.m. (C.S.T.) and any adjournment or postponement thereof. The matters to be voted upon are set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement.
THE UNDERSIGNED HEREBY REVOKES ANY PROXY HERETOFORE GIVEN AND ACKNOWLEDGES RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
| Dated: , 2005 | ||
| Signature | ||
| Please sign exactly as name appears at left. |
If you intend to vote by mail, please mark, sign, date, and return this proxy card promptly using the enclosed envelope.
Table of Contents
YOUR VOTE IS IMPORTANT
Regardless of whether you plan to attend the Annual Meeting of Stockholders, you can be sure your shares are represented at the meeting by voting by telephone or Internet, or by promptly returning your proxy in the enclosed envelope.
ê FOLD AND DETACH HERE ê
| PROXY | FMC TECHNOLOGIES, INC. | |
This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder. If no direction is made, this proxy will be voted FOR Proposal 1.
The Board of Directors recommends a vote FOR each of the nominees for Director.
1. Election of two Directors to serve in Class I for a term expiring in 2008 as set forth in the Proxy Statement.
Nominees:
|
(01) Thomas M. Hamilton | (02) Richard A. Pattarozzi | ||
q FOR
|
q Withheld | q For All Except |
(Except nominee(s) written above).
NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE
Table of Contents
| VOTE BY TELEPHONE | |
| Have this form available when you call the Toll-Free number 1-800-542-1160 using a touch-tone telephone and follow the simple instructions to record your vote. | |
| VOTE BY INTERNET | |
| Have this form available when you access the website http://www.votefast.com and follow the simple instructions to record your vote. | |
| VOTE BY MAIL | |
| Please mark, sign and date the card below and return it to: National City Bank, P.O. Box 535300, Pittsburgh PA 15253-9837. |
| Vote by Telephone Call Toll-Free using a touch-tone telephone: |
||
| 1-800-542-1160 |
| Vote by Internet Access the Website and cast your vote: |
||
| http://www.votefast.com |
| Vote by Mail Return your voting instruction form in the postage-paid envelope provided |
Vote 24 hours a day, 7 days a week!
Your telephone or Internet vote must be received by 11:59 p.m. Eastern Daylight Time
on April 26, 2005 to be counted in the final tabulation.
If you vote by telephone or Internet, please do not mail your voting instruction card.
ê Please fold and detach card at perforation before mailing. ê
| VOTING INSTRUCTIONS | FMC TECHNOLOGIES, INC. | |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
FIDELITY MANAGEMENT TRUST COMPANY, Trustee
You are instructed to vote in the manner indicated on the reverse side, and with discretionary authority as to any other matters that may come before the meeting, all shares of stock represented by my interest in the FMC Technologies, Inc. Stock Fund of the FMC Technologies, Inc. Savings and Investment Plan at the Annual Meeting of Stockholders of FMC Technologies, Inc. to be held on April 28, 2005, at 200 East Randolph Drive, Chicago, Illinois at 11:00 a.m. (C.S.T.) and any adjournment or postponement thereof, as follows. The matters to be voted upon are set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement.
THE UNDERSIGNED HEREBY REVOKES ANY VOTING INSTRUCTIONS HERETOFORE GIVEN AND ACKNOWLEDGES RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
| Dated: , 2005 | ||
| Signature | ||
| Please sign exactly as name appears at left. |
If you intend to vote by mail, please mark, sign, date, and return this voting instruction form promptly using the enclosed envelope.
Table of Contents
YOUR VOTE IS IMPORTANT
Only the Trustee can vote your shares represented on this voting instruction form. You can ensure that your shares are represented at the meeting by voting by telephone or Internet, or by marking, signing and returning this voting instruction form promptly in the enclosed envelope.
ê FOLD AND DETACH HERE ê
| VOTING INSTRUCTIONS | FMC TECHNOLOGIES, INC. | |
These voting instructions, when properly executed, will be voted in the manner directed herein by the undersigned stockholder.
Unless otherwise instructed prior to April 26, 2005, the Trustee WILL VOTE your shares in the same
manner and proportion as the number of shares for which the Trustee received instruction.
The Board of Directors recommends a vote FOR each of the nominees for Director.
1. Election of two Directors to serve in Class I for a term expiring in 2008 as set forth in the Proxy Statement.
Nominees:
|
(01) Thomas M. Hamilton | (02) Richard A. Pattarozzi | ||
q FOR
|
q Withheld | q For All Except |
(Except nominee(s) written above).
NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE
Table of Contents
| VOTE BY TELEPHONE | |
| Have this form available when you call the Toll-Free number 1-800-542-1160 using a touch-tone telephone and follow the simple instructions to record your vote. | |
| VOTE BY INTERNET | |
| Have this form available when you access the website http://www.votefast.com and follow the simple instructions to record your vote. | |
| VOTE BY MAIL | |
| Please mark, sign and date the card below and return it to: National City Bank, P.O. Box 535300, Pittsburgh PA 15253-9837. |
| Vote by Telephone Call Toll-Free using a touch-tone telephone: |
||
| 1-800-542-1160 |
| Vote by Internet Access the Website and cast your vote: |
||
| http://www.votefast.com |
| Vote by Mail Return your voting instruction form in the postage-paid envelope provided |
Vote 24 hours a day, 7 days a week!
Your telephone or Internet vote must be received by 11:59 p.m. Eastern Daylight Time
on April 26, 2005 to be counted in the final tabulation.
If you vote by telephone or Internet, please do not mail your voting instruction card.
ê Please fold and detach card at perforation before mailing. ê
| VOTING INSTRUCTIONS | FMC TECHNOLOGIES, INC. | |
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
BANCO POPULAR DE PUERTO RICO, Trustee
You are instructed to vote in the manner indicated on the reverse side, and with discretionary authority as to any other matters that may come before the meeting, all shares of stock represented by my interest in the FMC Technologies, Inc. Stock Fund of the FMC Puerto Rico Savings and Investment Plan at the Annual Meeting of Stockholders of FMC Technologies, Inc. to be held on April 28, 2005, at 200 East Randolph Drive, Chicago, Illinois at 11:00 a.m. (C.S.T.) and any adjournment or postponement thereof, as follows. The matters to be voted upon are set forth in the Notice of Annual Meeting of Stockholders and Proxy Statement.
THE UNDERSIGNED HEREBY REVOKES ANY VOTING INSTRUCTIONS HERETOFORE GIVEN AND ACKNOWLEDGES RECEIPT OF THE NOTICE AND PROXY STATEMENT FOR THE ANNUAL MEETING.
| Dated: , 2005 | ||
| Signature | ||
| Please sign exactly as name appears at left. |
If you intend to vote by mail, please mark, sign, date, and return this voting instruction form promptly using the enclosed envelope.
Table of Contents
YOUR VOTE IS IMPORTANT
Only the Trustee can vote your shares represented on this voting instruction form. You can ensure that your shares are represented at the meeting by voting by telephone or Internet, or by marking, signing and returning this voting instruction form promptly in the enclosed envelope.
ê FOLD AND DETACH HERE ê
| VOTING INSTRUCTIONS | FMC TECHNOLOGIES, INC. | |
These voting instructions, when properly executed, will be voted in the manner directed herein by the undersigned stockholder.
Unless otherwise instructed prior to April 26, 2005, the Trustee WILL VOTE your shares FOR Proposal 1.
The Board of Directors recommends a vote FOR each of the nominees for Director.
1. Election of two Directors to serve in Class I for a term expiring in 2008 as set forth in the Proxy Statement.
Nominees:
|
(01) Thomas M. Hamilton | (02) Richard A. Pattarozzi | ||
q FOR
|
q Withheld | q For All Except |
(Except nominee(s) written above).
NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE