UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 30, 2012
Date of Report (Date of earliest event reported)

FMC Technologies, Inc.
(Exact name of registrant as specified in its charter)

 
 	 	 	 	 	
Delaware	 	1-16489	 	36-4412642	
(State or other jurisdiction
of incorporation)	 	(Commission
File Number)	 	(I.R.S. Employer
Identification No.)	

1803 Gears Road, Houston, Texas	 	 	 	77067	
(Address of Principal Executive Offices)	 	 	 	(Zip Code)	
(281) 591-4000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e- 4(c))

 

Item 5.02	Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers	
Appointment of President
On July 30, 2012, FMC Technologies, Inc. (the “Company”) announced the appointment of Robert L. Potter as President, effective August 1, 2012, as approved by the Board of Directors. Mr. Potter assumes this responsibility from John T. Gremp who will continue as Chairman and Chief Executive Officer. Mr. Potter’s responsibilities will include leading the Technology, Quality and Security functions for the Company. Prior to his appointment, Mr. Potter served as Executive Vice President, Energy Systems, since 2010, responsible for all operating segments. From 2007, Mr. Potter served as Senior Vice President, Energy Processing and Global Surface Wellhead. He began his career with the Company in 1973.
Appointment of Executive Vice President and Chief Operating Officer
On July 30, 2012, the Company also announced that Douglas J. Pferdehirt was elected as the Company’s Executive Vice President and Chief Operating Officer, effective August 1, 2012 (the “Effective Date”). He will report directly to John T. Gremp, Chairman and Chief Executive Officer. Mr. Pferdehirt, 48, joins the Company from Schlumberger Limited (“Schlumberger”). He joined Schlumberger in 1986 and over the course of his 26-year tenure held a wide range of leadership positions. Specifically, from 2006 to 2011, he was President of Schlumberger’s Reservoir Production Group. In his last assignment he served as Schlumberger’s Executive Vice President, Corporate Development and Communication. He earned a Bachelor of Science degree in petroleum and natural gas engineering from Penn State University.
The selection of Mr. Pferdehirt was not pursuant to any agreement of understanding between him and any other person. There is no family relationship between Mr. Pferdehirt and any director or executive officer of the Company. There are no transactions between Mr. Pferdehirt and the Company that are required to be reported under Item 404 (a) of Regulation S-K.
The compensation for Mr. Pferdehirt as Executive Vice President and Chief Operating Officer includes: (a) an annual base salary of $700,000, subject to increases at the Compensation Committee’s discretion; (b) an annual cash bonus under the Company’s non-equity incentive program with a target amount of 100% of his base salary actually paid during the year; and (c) long-term incentive compensation for 2012 valued at $927,083. In addition, to attract Mr. Pferdehirt to the Company and to make him whole for forfeited compensation at Schlumberger, Mr. Pferdehirt will receive the following one-time payments: (i) a cash bonus of $1,625,000 payable within 30 days after the Effective Date; and (ii) an additional equity grant in the form of restricted stock units valued at $4,875,000; these time-based restricted stock units will vest proportionately over three years from the Effective Date with the first third vesting on August 1, 2013. All restricted stock units issued in connection with Mr. Pferdehirt’s start of employment will be valued on the closing share price for August 1, 2012. Consistent with other Company executives at his level, Mr. Pferdehirt will be provided the use of a company vehicle; financial and tax planning assistance; executive physical; and reimbursement for club memberships. He will also receive retirement, health and welfare benefits under our broad-based plans generally available to all employees.
Mr. Pferdehirt and the Company will enter into an executive severance agreement, the form of which will be consistent with the executive severance agreement described in the Form 10-K for the fiscal year ended December 31, 2011. This agreement will be effective August 1, 2012. The “double-trigger” executive severance agreement will entitle him to receive a payment if after a qualifying “change in control” his employment is terminated without “cause” or he voluntary terminates employment for “good reason.” The severance payment for Mr. Pferdehirt under the executive severance agreement will be equal to three times his base salary and target bonus. The executive severance agreement does not provide severance benefits outside the context of a “change in control” and does not provide any income or excise tax gross-ups. In addition, the Company has agreed that if Mr. Pferdehirt’s employment is terminated outside the context of a “change in control” and without cause within the first three years of his employment with the Company, then in that event, 50% of any unvested sign-on equity grants will vest upon his termination.
A news release issued by the Company on July 30, 2012 announcing Mr. Potter’s and Mr. Pferdehirt’s appointments is furnished as Exhibit 99.1 to this report and is incorporated herein by reference.

Item 9.01	Financial Statements and Exhibits	

Exhibit No.	  	Description of Exhibit	
 	 	
99.1	  	News Release issued by FMC Technologies, Inc. dated July 30, 2012.	

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

 	 	 	 	FMC TECHNOLOGIES, INC.	
 	 	 	 	
Dated: July 30, 2012	 	 	 	By:	 	/s/ Jeffrey W. Carr	
 	 	 	 	 	 	Name: Jeffrey W. Carr	
 	 	 	 	 	 	Title: Senior Vice President, General Counsel and Secretary	

Exhibit Index

Exhibit No.	  	Description of Exhibit	
 	 	
99.1	  	News Release issued by FMC Technologies, Inc. dated July 30, 2012.	

Exhibit 99.1

News Release	  	FMC Technologies, Inc.	
 	  	1803 Gears Road	
 	  	Houston, TX 77067	

 
 	 	 	 	 	
For Release:	  	Immediate            	  	 	
 	  	 	  	 	
Investors	  	Bradley Alexander	  	(281) 260-3665	
Media	  	Lisa Albiston
Michael King	  	(281) 931-2513
(281) 931-2540	
FMC Technologies Announces Executive Appointments
Robert L. Potter Named President
Douglas J. Pferdehirt Joins as EVP and Chief Operating Officer
Houston, Texas, July 30, 2012 – FMC Technologies, Inc. (NYSE:FTI) announced today that Robert L. Potter has been appointed President of the company. Potter assumes this responsibility from John T. Gremp who remains Chairman and Chief Executive Officer (CEO).
“Bob is an experienced and well-respected leader with a deep understanding of our markets and technologies,” said Gremp. “He has been integral to our company’s success and I look forward to working with him as President of our company to build on our leadership position in the industry.”
Potter previously served as Executive Vice President of Energy Systems with responsibility for the Subsea Technologies, Surface Technologies and Energy Infrastructure business segments, in addition to several support functions. He has been with the company since 1973.
FMC Technologies also announced that Douglas J. Pferdehirt has joined the company as Executive Vice President and Chief Operating Officer (COO), assuming responsibility for the company’s three operating business segments.
Pferdehirt has an extensive background in the oil and gas industry. Before joining FMC Technologies, he worked for Schlumberger Limited for 26 years in a number of leadership positions, including Executive Vice President of Corporate Development and Communication, and President of the Schlumberger Reservoir Production Group.
“With the record growth we have in our business, it is important to have talented and experienced leaders managing our operations,” said Gremp. “We are fortunate to have Doug join our leadership team as we continue to grow and work with our customers to solve their most difficult challenges.”
This leadership change is effective August 1, 2012. Potter and Pferdehirt will report to Gremp.

FMC Technologies, Inc. (NYSE:FTI) is a leading global provider of technology solutions for the energy industry. Named by FORTUNE® Magazine as the World’s Most Admired Oil and Gas Equipment, Service Company in 2012, the Company has approximately 16,100 employees and operates 27 production facilities in 16 countries. FMC Technologies designs, manufactures and services technologically sophisticated systems and products such as subsea production and processing systems, surface wellhead systems, high pressure fluid control equipment, measurement solutions, and marine loading systems for the oil and gas industry. For more information, visit  www.fmctechnologies.com .
This release contains “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. Forward-looking statements involve significant risks, uncertainties and assumptions that could cause actual results to differ materially from our historical experience and our present expectations or projections. Known material factors that could cause our actual results to differ from those in the forward-looking statements include the Company’s ability to maintain its leadership position or continue its record growth in the business. For additional information regarding known material factors that could cause actual results to differ from projected results, please see the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, as well as its other filings with the Securities and Exchange Commission. The Company cautions you not to place undue reliance on any forward-looking statements, which speak only as of the date hereof. The Company undertakes no obligation to publicly update or revise any of its forward-looking statements after the date they are made, whether as a result of new information, future events or otherwise.
 
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