ࡱ>  _`abcdefgh l \pThe Free Software Foundation B=PF0*8X@"1 Helvetica1Courier1 Courier New1 Courier New1 Helvetica$#,##0_);($#,##0)$#,##0_);[Red]($#,##0)$#,##0.00_);($#,##0.00)$#,##0.00_);[Red]($#,##0.00)-**_($* #,##0_);_($* (#,##0);_($* "-"_);_(@_)*)'_(* #,##0_);_(* (#,##0);_(* "-"_);_(@_)5,2_($* #,##0.00_);_($* (#,##0.00);_($* "-"??_);_(@_)2+/_(* #,##0.00_);_(* (#,##0.00);_(* "-"??_);_(@_)2$#,##0.00;[Red]$#,##0.003$#,##0.00;[Red]($#,##0.00)4$#,##0;[Red]($#,##00)50.00%;[Red](0.00%)6 0%;[Red](0%)7#,##0.00;[Red](#,##0.00)8#,##0;[Red](#,##0)                + ) , *   Ј ~~ ؈ ~~#؈ ~~ ؈ ~~8#܈ ~~7#܈ ~~9#܈ ~~"؈ ~~3#܈ ~~4#܈ ~~83ffff̙̙3f3fff3f3f33333f33&RSecurities Exchange Act of 1934&2NOTICE OF ANNUAL MEETING OF STO^CSummary Compensation&fNOTICE OF ANNUAL MEETING OF (1)&*NOTICE OF ANNUAL MEETING OF (2)&NOTICE OF ANNUAL MEETING OF (3)&NOTICE OF ANNUAL MEETING OF (4)&oNOTICE OF ANNUAL MEETING OF (5)&NOTICE OF ANNUAL MEETING OF (6)&NOTICE OF ANNUAL MEETING OF (7)&NOTICE OF ANNUAL MEETING OF (8)"Director Nominees5Director Nominees (1)JDirector Nominees (2) ]Director Nominees (3)qDirector Nominees (4)~Director Nominees (5)Director Nominees (6)kDirector Nominees (7)Director Nominees (8)ADirector Nominees (9)Director Nominees (10)Director Nominees (11)0 Director Nominees (12)Director Nominees (13)3Director Nominees (14)FDirector Nominees (15)ZDirector Nominees (16)YmDirector Nominees (17)Director Nominees (18)Director Nominees (19)էDirector Nominees (20)Director Nominees (21)Director Nominees (22)xDirector Nominees (23)Director Nominees (24) NO TITLEo Audit CommitteeS4Audit Committee (1)HCompensation Committee&jiNominating and Governance Commi&Nominating and Governance C (1)& Nominating and Governance C (2)"Director Compensation Table; NO TITLE (1)&Summary Compensation (1)&vDirector Compensation Table (1) Summary Compensation (2)1 Peer GroupsRPeer Groups (1)&g35 36 Components of Compensatio4ShortTerm Compensation&4Determination of 2015 Payouts u#@Award Determination for 2015#Award Determination for (1)&vStock Ownership and Retention RBSummary Compensation (3)!Change in Control Benefits%!Change in Control Benefits (1)%7Change in Control Benefits (2)%TChange in Control Benefits (3)%mChange in Control Benefits (4))Stock Option Grants%Change in Control Benefits (5) :Outstanding Equity Awards%Change in Control Benefits (6)%Change in Control Benefits (7)%7Change in Control Benefits (8)%0Change in Control Benefits (9)&GChange in Control Benefits (10)&eChange in Control Benefits (11)Benefit Formula&ԟNorwegian Supplementary Programf NO TITLE (2)& LONGTERM INCENTIVE COMPENSATION&LONGTERM INCENTIVE COMPENSA (1)&SExecutive Benefits and Payments& Executive Benefits and Paym (1)&/Executive Benefits and Paym (2)&FExecutive Benefits and Paym (3)&boExecutive Benefits and Paym (4)&ǏExecutive Benefits and Paym (5)&-Executive Benefits and Paym (6)&TExecutive Benefits and Paym (7)&[Executive Benefits and Paym (8)&<THE BOARD OF DIRECTORS RECOMMEN&OUTSTANDING SHARES OF COMMON ST NO TITLE (3)1Beneficial Ownership&~GOUTSTANDING SHARES OF COMMO (1)&9kOUTSTANDING SHARES OF COMMO (2)&|OUTSTANDING SHARES OF COMMO (3)&OUTSTANDING SHARES OF COMMO (4) l  =(c1  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $} U} : =     FMC TECHNOLOGIES INCDEF 14A 03/25/201680Securities Exchange Act of 1934 (Amendment No. ) ?#Preliminary Proxy Statement    ?/ 'Confidential, for Use of the Commission / 'Only (as permitted by Rule 14a-6(e)(2))    ?" Definitive Proxy Statement ?'Definitive Additional Materials ?1)Soliciting Material Pursuant ? 240.14a-12FMC TECHNOLOGIES, INC./'(Name of Registrant as Specified In ItsCharter)2*(Name of Person(s) Filing Proxy Statement,%if other than the Registrant)4,Payment of Filing Fee (Check the appropriate box): ?No fee required ?0(Fee computed on table below per Exchange'Act Rules 14a-6(i)(1) and 0-11.D*locWKtP[9c+ !"#$%&'()*+,-./0123456789:;< ~ 2 *Title of each class of securities to which!!!transaction applies:"~ "/"'Aggregate number of securities to which###transaction applies:$~ $0$(Per unit price or other underlying value%%4%,of transaction computed pursuant to Exchange&&4&,Act Rule 0-11 (set forth the amount on which''2'*the filing fee is calculated and state how(((it was determined):)~ )8)0Proposed maximum aggregate value of transaction:*~ **Total fee paid: +?7+/Fee paid previously with preliminary materials. ,?2,*Check box if any part of the fee is offset-3-+as provided by Exchange Act Rule 0-11(a)(2).8.0and identify the filing for which the offsetting/6/.fee was paid previously. Identify the previous000(filing by registration statement number,131+or the Form or Schedule and the date of its22filing.3~ 33Amount Previously Paid:4~ 404(Form, Schedule or Registration Statement55 5No.:6~ 66 Filing Party:7~ 77 Date Filed:89$:____________________________1;)Created by Morningstar Document Research.0<(http://documentresearch.morningstar.com/> 0x+U*j'YlD=PF0*8X> @<<;;::221100//..--,,++    l  B  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934Summary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } 0.      FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS+#By order of the Board of Directors,    Dianne B. Ralston . &Senior Vice President, General Counsel   and Secretary $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(Twk_Sth\4=PF0*8X> @ l  EuY~de  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STO!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } 8} $ }  E     FMC TECHNOLOGIES INCDEF 14A 03/25/2016Summary CompensationTable of Contents     2016 Proxy Summary ~ 4 ,General Information about the Annual Meeting ~ * "Election of Directors (Proposal 1) ~ 2  Director Nominees ~ 6Corporate Governance~ RCode of Conduct~ RGovernance Principles~ V6.Board Meetings, Annual Meeting of Stockholders~ Vand Attendance,$Committees of the Board of Directors~ Z*"Board Oversight of Risk Management~ fDirector Independence~ j7/Leadership Structure of the Board and Executive~ n)!Sessions of Independent Directors-%Compensation Committee Interlocks and~ r-%Insider Participation in Compensation Decisions%Communications with Directors~ rDirector Compensation~ v4,Director Fees and Annual Grant of Restricted~ v Stock UnitsOther Benefits~ zDf lsg2x0r+OSe} !"#$%&'()*+,-./0123456789:;<=>? $ Stock Ownership Requirements ~ ~!!Deferred Compensation!~ !~"Executive Compensation"~ "#,#$Compensation Discussion and Analysis#~ #$%$Compensation Committee Report$~ $%/%'Summary Compensation Table for the Year%~ %&&Ended December 31, 2015')'!Grants of Plan-Based Awards Table'~ '(4(,Outstanding Equity Awards at Fiscal Year-End(~ () )Table*/*'Option Exercises and Stock Vested Table*~ *++Pension Benefits Table+~ +,+,#Non-Qualified Deferred Compensation,~ ,- -Table.+.#Potential Payments upon Termination.~ ./1/)Potential Payments upon Change in Control/~ /0Audit Committee Report0~ 0/1'Ratification of the Appointment of KPMG1~ 1 02(LLP as Our Independent Registered Public-3%Accounting Firm for 2016 (Proposal 2)34+Advisory Vote to Approve Our 2015 Executive4~ 4!5Compensation (Proposal 3))6!Transactions with Related Persons6~ 607(Security Ownership of Our Management and7~ 7"58-Holders of More Than 5% of Outstanding Shares9of Common Stock4:,Section 16(a) Beneficial Ownership Reporting:~ :*; Compliance0<(Proposals for the 2017 Annual Meeting of<~ <*= Stockholders'>Stockholders Sharing an Address>~ >*4?,Expenses Relating to this Proxy Solicitation?~ ?.D lk/1Q4>!q52 x?$nV@ABCD@A$B____________________________1C)Created by Morningstar Document Research.0D(http://documentresearch.morningstar.com/ P=PF0*8X> @DDCCBB??>>==<<;;::99887766554433221100""    l  *z|  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $} m} : *     FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Meeting Information    ?  Time and Date2 *Friday, May 6, 2016, at 11:00 a.m. Central   Time    ? PlaceThe Four Seasons Hotel1300 Lamar StreetHouston, Texas 77010 ? Record DateMarch 14, 2016 ?Voting0(Stockholders as of the close of business80on the record date, March 14, 2016, are entitled2*to vote. Each share of our Common Stock is6.entitled to one vote for each director nominee1)and one vote for each of the proposals to be voted on. ? Admission5-You are entitled to attend the Annual Meeting5-only if you are a stockholder as of the close6.of business on the record date or hold a valid6.proxy for the meeting. In order to be admitted/'to the Annual Meeting, you must presentDlwk_S/hDs5j}M)}+ !"#$%&'()  2 *proof of ownership of Company stock on the!!0!(record date. Please refer to the section""-"%?General Information about the Annual##3#+Meeting-What do I need to attend the Annual$$,$$Meeting?? for detailed instructions.%&$'____________________________1()Created by Morningstar Document Research.0)(http://documentresearch.morningstar.com/fznF=PF0*8X> @"))((''  l  X  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $} 0} }       FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Matter Board of Directors Page   Vote Recommendation  Reference~  Election of Directors! FOR EACH DIRECTOR NOMINEE~ 2~  . &Ratification of Appointment of KPMG as FOR~   0 (Independent Registered Public Accounting Firm for 2016~ /'Advisory Vote to Approve 2015 Executive FOR~  Compensation$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@Dwk_S#5sa1qeY1=PF0*8X> @"  l  ).-  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } } y } 7}  } U} } < )                                 FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Name Age Director  Occupation  Independent AC CC NGC  Other Public   Since      Company         Boards Clarence P. Cazalot, Jr.~ ~ v Retired Chairman, L  X X~     - %President and Chief Executive Officer#of Marathon Oil Corporation!Eleazar de Carvalho Filho~ ~ j.&Founding Partner of Virtus BR Partners X F X~ 1)Assessoria Corporativa Ltda. and Sinfonia.&Consultoria Financeira e Participa??es Ltda.C. Maury Devine~ ~ V/'Retired President and Managing Director X F X~ "of ExxonMobil Norway, Inc.Claire S. Farley~ ~ f4,Vice-Chairman of the Energy & Infrastructure X F X~ "business of KKR & Co. L.P. John T. Gremp~ ~ n/'Chairman and Chief Executive Officer of~ FMC Technologies, Inc.Thomas M. Hamilton~ "~ F+#Co-owner of Medora Investments, LLC X F X~  Peter Mellbye~  ~ v3+Retired Executive Vice President of Statoil X X X None ASAJoseph H. Netherland~ ~ F-%Retired Chairman, President and Chief X None.&Executive Officer of FMC Technologies, Inc.Peter Oosterveer~ ~ ~4,Chief Operating Officer of Fluor Corporation X F X NoneDOlwk_SDZghOn ! " # $ % & ' (  Richard A. Pattarozzi~ "~ J3 +Retired Vice President of Shell Oil Company X  X X~  !Kay G. Priestly~ !~ !~4!,Retired Chief Executive Officer of Turquoise !X !F!!~ ! """"Hill Resources Ltd.#James M. Ringler~ #~ #F6#.Non-executive Chairman of Teradata Corporation #X #F #X#~ #$%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/KYf=PF0*8X> @((''&& l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } *} $}  '      FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS ACAudit Committee CC Compensation Committee F(  Audit Committee Financial Expert NGC+ #Nominating and Governance Committee L! Lead Independent Director  $ ____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/$,wk_S9-!=PF0*8X> @  l  "R+  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 7} $ } $ "     FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS/ 'Size of Board after 2016 Annual Meeting ~ 2- %Number of Independent Directors after ~ . 2016 Annual Meeting Average Age of Directors ~ (  Number of Board Meetings in 2015 ~ &$Annual Election of Directors ?%Majority Voting for Directors ?!Lead Independent Director ?1)Regular Executive Sessions of Independent ? Directors3+All Board Committee Members are Independent ? Directors.&Annual Board and Committee Evaluations ?-%Director Stock Ownership Requirements ?/'Code of Conduct Applicable to Directors ?6.Governance Principles with Director Retirement ?Policy1)Annual Advisory Vote to Approve Executive ? Compensation3+Risk Oversight by Full Board and Committees ?$____________________________DQlwk_S/x:q3k 7%oc !1 )Created by Morningstar Document Research.0!(http://documentresearch.morningstar.com/=PF0*8X> @!!  l  <  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } <} $ }  } $ }       FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS Type of Fees~ ~~ z    (in millions)  Audit Fees  (\@  @ Audit-Related Fees ~   ? Tax Fees  {Gz?  HzG?  Other Fees ~  ~  TotalHzG@Gz@$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|wk_Sx";/#=PF0*8X> @J       l  *0 \  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } 0} 6} $ } 8} $ } 6 *     FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS   Component  Objectives   Key Features  At Risk  Base Pay. &Reflects executive?s responsibilities, 3 +Reviewed annually and subject to adjustment  No  3 +job characteristics and scope, performance, 4 ,based on individual performance, experience,   experience and skill set / 'business conditions, market factors and    2 *comparable market data from our peer group#Annual Non-Equity Incentive1)Focuses executives on performance factors5-75% of award is based on business performance/'Yes, pays out only based on achievement4,important to achieve predetermined financial/'measured through three equally-weighted2*of predetermined financial and operationaland operational goals-%elements: Working Capital Efficiency, goals0(EBIT Growth and EBIT Percentage of Sales-%Aligns executive compensation closely/'with Company performance and maximizingstockholder value7/25% of award is based on individual performance&against established objectives0(Performance-Based Restricted Stock Units,$Incentivizes executive contributions5-Earned based on achieving targets for Company5-Yes, pays out based on achievement of Company (?RSUs?) (?)to Company performance3+EBITDA Growth, Return on Investment (?ROI?)#performance targets vs. OSX5-and Total Stockholder Return (?TSR?) relative2*Retains executives in a competitive energyto our OSX peers1)Must remain employed with the Company formarket 3 years for RSUs to vest*"3-year ?cliff? vesting requirement/'Provides strong incentive to outperform5-industry peers in the PHLX Oil Service Sector Index (?OSX?)Time-Based RSUs (?)1)Correlates executive?s award to long-term3+Value based on changes in stockholder value/'Yes, value from grant date increases orDilwk_SCbvMn^&>B !"#$%&'()  & increases in stockholder value   & decreases based on share price!!!!!!!""2"*Retains executives in a competitive energy"*""3-year ?cliff? vesting requirement"1")Must remain employed with the Company for###market### #3 years for RSUs to vest$$$$$$$%&$'____________________________1()Created by Morningstar Document Research.0)(http://documentresearch.morningstar.com/pSuM=PF0*8X> @))(('' l  D"  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 7} $      FMC TECHNOLOGIES INCDEF 14A 03/25/20160(NOTICE OF ANNUAL MEETING OF STOCKHOLDERS/ 'Executive stock ownership and retention ?  requirements1 )?Clawback? policy that permits recoupment ?5 -of an executive officer?s equity compensation- %upon the occurrence of certain events6.Stock trading policy that prohibits executives ?0(from hedging, pledging and short-sellingour Common Stock0(Limits on maximum incentive plan payouts ?.&consistent with peer company practices No employment agreements ?/'No tax gross-ups for executive officers ?$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8wk_S;h7_-|=PF0*8X> @ l  !5  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    Clarence P. Cazalot, Jr.   ! Independent Lead Director    Age: 65    Director Since: 2013     (Independent)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:r.U=PF0*8X> @ l  MI  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} } $ } $}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ?  Compensation  ? Baker Hughes, Inc.  ?! Nominating and Governance  ? Spectra Energy Corp.            /'Former Public Directorships Held Duringthe Past Five Years: ?/'Marathon Oil Corporation (retired 2013)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj"`Y^=PF0*8X> @B   l  x\  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees   ! Eleazar de Carvalho Filho    Age: 58    Director Since: 2010     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj:v9 m1=PF0*8X> @ l  q  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} } $ } $}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ? Audit  ? Brookfield Renewable  ?! Nominating and Governance   Energy Partners L.P.     ? Companhia Brasileira      de Distribuic?o-Grupo P?o de Ac?car ? Cnova N.V./'Former Public Directorships Held Duringthe Past Five Years: None$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8;vj"e5Evj^6=PF0*8X> @B   l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    C. Maury Devine    Age: 65    Director Since: 2005     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:Cw;=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} } $ } $} $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ?  Audit (Chair)  ? John Bean Technologies  ?! Nominating and Governance    Corporation     ?  Technip S.A.     ?  Valeo S.A./'Former Public Directorships Held Duringthe Past Five Years: None$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj"[FwK/=PF0*8X> @B   l  ڪ  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    Claire S. Farley    Age: 57    Director Since: 2009     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:Bv:=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} <} $ } $}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ? Audit  ?! LyondellBasell Industries  ?  Compensation   B.V.            /'Former Public Directorships Held Duringthe Past Five Years: ?)!Encana Corporation (retired 2014)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj"`w/|6=PF0*8X> @B   l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees     John T. Gremp    Age: 64    Director Since: 2011        $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4{vj:R"J=PF0*8X> @ l  5  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  None  ? Joy Global Inc.                  /'Former Public Directorships Held Duringthe Past Five Years: None$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6\vj"x0XA5)=PF0*8X> @J     l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    Thomas M. Hamilton    Age: 72    Director Since: 2001     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:}@t8=PF0*8X> @ l  c   dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} } $ } $}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ? Audit  ? Methanex Corporation  ? Compensation (Chair)               /'Former Public Directorships Held Duringthe Past Five Years: ?-%HCC Insurance Holdings, Inc. (retired~ ~ ?.&Hercules Offshore, Inc. (retired 2015)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8vj"ex0{U =PF0*8X> @R    l  O  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees     Peter Mellbye    Age: 66    Director Since: 2013     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:Ey==PF0*8X> @ l  3  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ?  Compensation  None  ?! Nominating and Governance              /'Former Public Directorships Held Duringthe Past Five Years: ?'North Energy ASA (retired 2014)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj"{%MV=PF0*8X> @J     l  E  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    Joseph H. Netherland    Age: 69    Director Since: 2001     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:{>r6=PF0*8X> @ l  Y  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  None  None                 /'Former Public Directorships Held Duringthe Past Five Years: ?-%Newfield Exploration Company (retired~ z ?+#Spectra Energy Corp. (retired 2013) ?%Tidewater Inc. (retired 2013)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8vj"T Y_ =PF0*8X> @j      l  l  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    Peter Oosterveer    Age: 58    Director Since: 2015     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:Bv:=PF0*8X> @ l  "  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ? Audit Committee  None  ?! Nominating and Governance              /'Former Public Directorships Held Duringthe Past Five Years: None$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6"vj"x"nJ {oc;=PF0*8X> @J     l     dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    Richard A. Pattarozzi    Age: 72    Director Since: 2002     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:z= q5=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} <(} $ } $}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ?  Compensation  ? Stone Energy Corporation  ?) !Nominating and Governance (Chair)  ? Tidewater Inc.            /'Former Public Directorships Held Duringthe Past Five Years: ?.&Global Industries, Ltd. (retired 2011)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj"ZQ z/=PF0*8X> @B   l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    Kay G. Priestly    Age: 60    Director Since: 2015     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:Cw;=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} } $ } $}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ? Audit  ?  New Gold Inc.     ? Stone Energy Corporation            /'Former Public Directorships Held Duringthe Past Five Years: ?.&SouthGobi Resources Ltd (retired 2014) ?/'Turquoise Hill Resources (retired 2014)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj"l {3}1=PF0*8X> @J    l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees    James M. Ringler    Age: 70    Director Since: 2001     (Independent)    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4vj:Bv:=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} <} $ } $} m)      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees  Our Committees: # Other Public Directorships:  ? Audit  ?  Autoliv Inc.  ?  Compensation  ?* "John Bean Technologies Corporation     ? Teradata Corporation     ? The Dow Chemical Company/'Former Public Directorships Held Duringthe Past Five Years: ?.&Ingredion Incorporation (retired 2014)$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6vj"m7`=PF0*8X> @B   l  H   dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } I"} } <}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Director Nominees Meetings and Membership Audit  Compensation Nominating and     Governance" Number of Meetings in 2015 8 (1)~ ~   Mike R. Bowlin (2)  P P$ Clarence P. Cazalot, Jr. (3) P P P!Eleazar de Carvalho Filho P PC. Maury Devine C PClaire S. Farley P PThomas M. Hamilton P C Peter Mellbye P PEdward Mooney (4) PPeter Oosterveer P PRichard A. Pattarozzi P CKay G. Priestly PJames M. Ringler P P$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/>0vj:Gi(c!X =PF0*8X> @ l     dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24)Audit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} 8      FMC TECHNOLOGIES INCDEF 14A 03/25/2016NO TITLE~ 4,One meeting was a training session for Audit . &Committee members that concentrated on - %the Company?s compliance program with 0 (respect to its anti-corruption programs, 1 )including focused training on the Foreign $ Corrupt Trade Practices Act.~ /'Mr. Bowlin will be retiring immediately)!prior to the 2016 Annual Meeting.~ 3+Mr. Cazalot served as a member of the Audit7/Committee through October 22, 2015. Thereafter,7/he was appointed to the Compensation Committee,/'effective October 22, 2015. Mr. Cazalot0(was also appointed by the Board to serve3+as its Lead Independent Director, effectiveDecember 4, 2015.~ /'Mr. Mooney retired immediately prior to0(our 2015 Annual Meeting of Stockholders. (C).&Indicates committee chair for the year ended December 31, 2015.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/DVls-r1>q1D=PF0*8X> @ l  3  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} :      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Audit Committee ?,$overseeing responsibilities relating  1 )to our accounting, auditing and financial  8 0reporting practices, as well as responsibilities  1 )associated with our external and internal  $ audit staffing and planning;    ?4,reviewing analyses of significant accounting1)and financial reporting issues associated1)with our financial statements and filings with the SEC; ?-%reviewing and discussing the adequacy+#of the Company?s internal controls;$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8xl#53G=PF0*8X> @ l  :H  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeCompensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} 8      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Audit Committee ?7/reviewing auditor independence and performance;     ?2 *approving non-audit services and reviewing  1 )how such non-audit services relate to the   auditor?s independence;    ?/'reviewing and assessing the adequacy of/'policies and procedures with respect to1)major risk assessment and risk management/'in those specific areas as delegated by#the Board of Directors; and ?.&establishing ?whistle-blower? policies1)and procedures for reporting questionable'accounting and audit practices.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/<MxlXbgtL=PF0*8X> @ l  @c^h  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} : @     FMC TECHNOLOGIES INCDEF 14A 03/25/2016Compensation Committee ?3+evaluating the performance of and approving  1 )all elements of compensation for the CEO;     ?, $reviewing and approving compensation  2 *policies and practices for other executive  1 )officers, including all elements of their compensation; ?,$reviewing our executive compensation,$proposals to stockholders, including/'stockholder advisory votes on executive.&compensation and the frequency of suchvotes; ?-%reviewing and approving major changes"in employee benefit plans; ?4,reviewing short-term and long-term incentive*"program designs and equity grants; ?2*reviewing and administering, as necessary,+#our compensation ?clawback? policy; ?.&reviewing and approving any agreementsDl}qe[ k"EoKA !"#$%&'()*+,-./0123456789:;<=>?  7 /between the Company and our executive officers,!!7!/including those related to a change in control;"""# #?/#'reviewing and recommending to the Board$$8$0of Directors the compensation of our independent%%% directors;&&&' '?/''ensuring that a succession plan for the((1()CEO and any other key executive positions))) is in place;***+ +?5+-reviewing our overall compensation philosophy,,/,'to ensure that the policy appropriately----%links management interests with those../.'of stockholders, rewards executives for//4/,their contributions and provides appropriate000retention incentives;1112 2?.2&reviewing and approving organizational33.3&changes and restructurings that have a44+4#significant impact on our business;5556 6?/6'reviewing and assessing the adequacy of77/7'policies and procedures with respect to8818)major risk assessment and risk management99/9'in those specific areas as delegated by::#:the Board of Directors; and;<$=____________________________1>)Created by Morningstar Document Research.0?(http://documentresearch.morningstar.com/D lZ6hD{Wq&y.y-J =PF0*8X> @??>>== l  :  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} I; :     FMC TECHNOLOGIES INCDEF 14A 03/25/2016+#Nominating and Governance Committee ?1)identifying and recommending to the Board  4 ,of Directors qualified nominees for election  " to the Board of Directors;     ?. &making recommendations to the Board of  . &Directors concerning the structure and0(membership of other Board committees and2*making annual recommendations for a member2*to serve as the lead independent director; ?/'reviewing and reporting to the Board of91Directors whether our directors are ?independent?2*as defined under the rules and regulations1)adopted by the SEC and the NYSE corporate%governance listing standards; ?.&making recommendations to the Board of5-Directors from time to time regarding matters-%of corporate governance and assisting2*the Board in implementing those practices; ?-%reviewing management?s recommendation1)for executive officers of the Company and1)recommending executive officer candidatesD l|pdX |X w)k{:z1u !"#$%&'()*+,-./0123456789  5 -to the Board of Directors for their approval;!!!" "?5"-adopting and maintaining emergency procedures##0#(for executive succession in the event of$$-$%the unexpected disability of the CEO;%%%& &?.&&reviewing and assessing our Governance''1')Principles and Code of Conduct, including((7(/the structure, implementation and effectiveness))")of our compliance program;***+ +?/+'reviewing and assessing the adequacy of,,/,'policies and procedures with respect to--1-)major risk assessment and risk management../.'in those specific areas as delegated by//#/the Board of Directors; and0001 1?-1%annually assessing the performance of2222*the Board of Directors and its committees,3313)and reporting its assessment to the Board444 of Directors.56$7____________________________18)Created by Morningstar Document Research.09(http://documentresearch.morningstar.com/8&95W3OW sK=PF0*8X> @998877 l  !  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} y< !     FMC TECHNOLOGIES INCDEF 14A 03/25/2016+#Nominating and Governance Committee ?1)setting the agenda for executive sessions  2 *of non-employee directors before and after  . &regularly scheduled Board of Directors  4 ,meetings and for presiding at such sessions;     ?/ 'acting as principal liaison between the0(non-employee directors and the Chairman; ?0(advising the Chairman as to the quality,:2quantity and timeliness of the flow of information6.from management necessary for the non-employee0(directors to effectively and responsiblyperform their duties; ?2*providing feedback from executive sessions5-of the non-employee directors to the Chairman( and other senior management; and ?1)advising the Chairman on potential agenda!items for Board meetings.$____________________________1)Created by Morningstar Document Research.Dl|pdX r"fBMUN 0 (http://documentresearch.morningstar.com/H=PF0*8X> @  l  J  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } !} 7      FMC TECHNOLOGIES INCDEF 14A 03/25/2016+#Nominating and Governance CommitteeCompensation Element Compensation Annual Retainer6 .$60,000 paid in cash and/or as RSUs as elected  by the director Annual Equity Grant1 )$250,000 in RSUs that vest after one year 1 )(included in ?Stock Awards? column of the * "Director Compensation Table below)Annual Chair Fee#$20,000 for Audit Committee*"$15,000 for Compensation Committee-%$10,000 for Nominating and Governance Committee Annual Lead Director Fee~ B  Meeting Fee/'$2,000 per committee meeting (includingtelephonic meetings)#Stock Ownership Requirement!Six times annual retainer$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:|pdX PX~R=PF0*8X> @ l  >  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2) NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } }  } $ } I} $ }  } $ } I} $                                FMC TECHNOLOGIES INCDEF 14A 03/25/2016#Director Compensation Table  Name Fees Earned or Stock  All Other Total   Paid in Cash Awards  Compensation~   ($) (1) ($) (2) ($) (3) Mike R. Bowlin~ B ~ B  $- ~   Clarence P. Cazalot, Jr.~  ~ B   - ~ $ !Eleazar de Carvalho Filho~ B~ B -~ FC C. Maury Devine~ 9~ B -~ { Claire S. Farley~ B~ B~ B~  Thomas M. Hamilton~ ~ B~ ʟ~ *  Peter Mellbye~ ~ B -~  Edward Mooney (4)~  - -~  Joseph H. Netherland~ ~ B~ B~ Ƈ Peter Oosterveer~ W~ B -~ C Richard A. Pattarozzi~ ?~ B -~ Ɓ Kay G. Priestly~ "H~ Z -~ z.  James M. Ringler~ B~ B -~  $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@k Dxl`+d5jG%~V=PF0*8X> @z               l  C  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation TableSummary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} $ } I; C     FMC TECHNOLOGIES INCDEF 14A 03/25/2016NO TITLE~ 4,Includes the amount of the director?s annual  7 /retainer, fees paid for attendance at committee  0 (meetings and additional fees paid to the  0 (chair of each Board committee and to the  " lead independent director.   ~ 3+RSU grants were made on May 1, 2015, valued1)at $43.34 per share, the closing price of3+our Common Stock on May 1, 2015, reflecting1)an aggregate grant date fair value, which/'was computed in accordance with the SEC7/proxy disclosure rules and Financial Accounting5-Standards Board (?FASB?) Accounting Standards/'Codification (?ASC?) Topic 718, for all4,of our non-employee directors of $3,135,581./'Our non-employee directors can elect to0(defer some or all of their cash retainer/'payments and receive the deferred value6.in equity grants (see ?-Deferred Compensation?7/below). Ms. Priestly?s 2015 grant was pro-rated6.due to her appointment to the Board in October1)2015. Her RSU grants were made on October2*2, 2015, valued at $30.73 per share, which1)was the closing price of our Common StockD1 ls!66O`y.7 !"#$%&'()*+,-./0123456789:;<=>?  7 /on October 2, 2015. The number of the aggregate!!9!1outstanding RSUs held by each of our non-employee""3"+directors on December 31, 2015 was (rounded##7#/down to the nearest share): Mr. Bowlin 148,797;$$0$(Mr. Cazalot 7,928; Mr. de Carvalho Filho%%5%-16,305; Ms. Devine 67,056; Ms. Farley 46,165;&&1&)Mr. Hamilton 164,791; Mr. Mellbye 12,789;''-'%Mr. Netherland 37,793; Mr. Oosterveer((3(+8,758; Mr. Pattarozzi 120,043; Ms. Priestly))1))4,745; and Mr. Ringler 143,308. Dividends**2**will not be paid on any of the RSUs unless++-+%we pay dividends on our Common Stock.,,,~ --1-)All of the amounts in this column reflect....&charitable contributions made by us in//6/.the name of directors pursuant to our matching0010)charitable contribution program available11.1&to all employees and directors, except22-2%that Mr. Hamilton?s compensation also3373/reflects spousal travel to a Board of Directors44/4'meeting. A portion of the amounts shown5535+reflect matching contributions attributable6636+to director contributions made in the prior7777/fiscal year but not paid until the 2015 program8828*year. For additional information regarding99,9$charitable contributions, see ?Other:::Benefits? below.;;;~ <</<'Mr. Mooney retired immediately prior to==0=(our 2015 Annual Meeting of Stockholders.>?DM lX j4P,Aat%<K@AB$@____________________________1A)Created by Morningstar Document Research.0B(http://documentresearch.morningstar.com/ (=PF0*8X> @BBAA@@ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 1      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Summary CompensationEXECUTIVE COMPENSATION  $ ____________________________1 )Created by Morningstar Document Research.0 (http://documentresearch.morningstar.com/ |sgE9-=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} $ } U5      FMC TECHNOLOGIES INCDEF 14A 03/25/2016#Director Compensation TableNamed Executive Officer Position(s) Held in 2015  John T. Gremp 1 )Chairman and Chief Executive Officer from   May 12, 2015 to present  / 'Chairman, President and Chief Executive  4 ,Officer from January 1, 2015 to May 11, 2015 Maryann T. Mannen 4 ,Executive Vice President and Chief FinancialOfficerDouglas J. Pferdehirt-%President and Chief Operating Officer$from May 12, 2015 to present4,Executive Vice President and Chief Operating4,Officer from January 1, 2015 to May 11, 2015Tore HalvorsenSenior Vice PresidentDianne B. Ralston.&Senior Vice President, General Counsel and Secretary$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:xl` x-|Qcq@4(=PF0*8X> @ l  0+1  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} y< 0     FMC TECHNOLOGIES INCDEF 14A 03/25/2016Summary Compensation ?,$Executive compensation is structured  4 ,to be competitive and to provide appropriate  1 )retention incentives in order to attract,  1 )motivate and retain qualified exceptional  1 )executive talent over the long term. Each  , $NEO?s total compensation opportunity1)(i.e., base pay, target annual non-equity2*incentive opportunity and target long-term1)equity incentive opportunity) is targeted3+at median compensation levels at comparable/'peer companies who would likely compete!for our executive talent. ?:2Executives are compensated for their contributions0(to our results. A significant portion of.&an executive?s non-equity compensation91is based on the achievement of annual performance7/goals. A portion of an executive?s compensation4,is directly linked to his or her achievement4,of specific corporate and individual results.&that we believe create both short-term( and long-term stockholder value. ?/'Equity compensation provides motivationD lsg4Rhez'= !"#$%&'()*+,-./  3 +to attain long-term objectives and increase!!.!&stockholder value. Equity compensation""0"(represents a significant portion of each##4#,NEO?s total compensation. We believe at-risk$$.$&equity compensation such as time-based%%2%*and performance-based RSU grants, together&&6&.with stock ownership and retention guidelines,''1')align executive and stockholder interests((3(+and provide proper motivation for enhancing))1))both short-term and long-term stockholder***value.+,$-____________________________1.)Created by Morningstar Document Research.0/(http://documentresearch.morningstar.com/$,g3E=PF0*8X> @//..-- l  =LHAR  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2)Peer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} y< =     FMC TECHNOLOGIES INCDEF 14A 03/25/2016 Peer Groups ?Compensation Peer Group     / 'Although our CEO and the Vice President  2 *of Administration may make recommendations  9 1for each executive officer?s annual compensation,  - %the Compensation Committee ultimately.&makes all final compensation decisions80regarding our executive officers. In determining-%compensation levels for our executive,$officers, the Compensation Committee2*annually reviews compensation data derived0(from our peer group, as described below,2*which is reviewed and recommended annually.&by our management to ensure continuing/'relevancy for our external benchmarking:2process. In approving management?s recommendations6.for the peer group, the Compensation Committee2*reviews the size and financial performance.&of the proposed companies to determine2*whether the group is appropriate. Meridian.&collects, analyzes and reports back to1)the Compensation Committee on the amounts.&and components of compensation paid by4,the peer group. Since the companies surveyedD l|p4w";\x-7U !"#$%&'()*+,-./0123456789:;<  / 'by Meridian are of varying revenue size!!-!%and market capitalization, its survey""/"'utilizes regression analysis to develop##0#(size-adjusted values to provide relevant$$7$/comparisons for each component of compensation.%%%&&0&(Based on the survey market data provided''/''by Meridian, the Compensation Committee((3(+reviews the appropriateness of management?s)),)$recommendations for each executive?s**-*%base pay, annual non-equity incentive++1+)bonus and target annual equity award. The,,5,-Committee allocates total annual compensation--3-+to our executive officers among the various..1.)elements of short-term compensation (base////'pay and non-equity incentive bonus) and00/0'long-term compensation (equity awards).1121*While the Compensation Committee considers22820input from Meridian, ultimately the Compensation3323*Committee?s decisions reflect many factors44.4&and considerations, including scope of55.5&responsibility, individual performance666 and tenure.77789$:____________________________1;)Created by Morningstar Document Research.0<(http://documentresearch.morningstar.com/> 0l!^x0Ibu'd@4(=PF0*8X> @<<;;:: l  Eg  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer Groups!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } m)} $ }  '      FMC TECHNOLOGIES INCDEF 14A 03/25/2016 Peer Groups&Anadarko Petroleum CorporationIngersoll-Rand Co. PLC  Apache Corporation & McDermott International, Inc.* " Baker Hughes Incorporated* % National Oilwell Varco, Inc.* * "Cameron International Corporation*  Noble Corporation* * "Chicago Bridge & Iron Company N.V. (  Oceaneering International, Inc.*   Cummins Inc. ' Oil States International, Inc.* Devon Energy Corporation$Stanley Black & Decker, Inc.Dresser-Rand Group Inc.'Superior Energy Services, Inc.*Dover CorporationTidewater Inc.*Eaton Corporation plcURS CorporationFlowserve Corporation'Weatherford International Ltd.*Halliburton Company*$The Williams Companies, Inc.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6|p EoJB=PF0*8X> @ l  =~  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)ShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} > =     FMC TECHNOLOGIES INCDEF 14A 03/25/2016( 35 36 Components of Compensation ?7/Base pay provides a fixed level of compensation  < 4to our NEOs that reflects an NEO?s responsibilities,  3 +job characteristics and scope, performance,  0 (experience and skill set and is reviewed  0 (annually and subject to adjustment based  . &on individual performance, experience,/'business conditions, market factors and3+comparable market data from our peer group. ?-%The annual non-equity incentive award.&rewards NEOs for achieving our annual,/'predetermined financial and operational1)goals and aligns NEO compensation closely/'with Company performance and maximizing/'stockholder value. 75% of this award is.&our Business Performance Incentive, or/'?BPI? component, measured through three-%elements: Working Capital Efficiency,1)EBIT Growth and EBIT Percentage of Sales.0(The remaining 25% of this award is based2*on an NEO?s individual performance against.&established objectives, which we refer/'to as the Annual Performance Incentive,6.or ?API? component. Target award opportunitiesD. lsg[`~3v,Ii 9 !"#$%&'()*+,-./0123456789:;<  1 )are typically set at the median of market!!0!(levels among our Industry Peer Group (as"""defined below).###$ $?.$&The long-term equity components of our%%3%+executive compensation program are directly&&.&&linked to the principle that executive''4',compensation should be based on performance.((4(,Long-term equity awards for our NEOs consist))/)'of performance-based and time-based RSU**0*(awards, which provide incentives for our++/+'executives to remain employed by us and,,1,)enhance stockholder value since the value--1-)of such awards depends on the executive?s..1.)continued employment and the value of our//</4stock on the awards? vesting date. Performance-based00-0%equity grants represent two-thirds of1141,our long-term equity awards and are measured2212)based on our relative performance against3343,our OSX peers on EBITDA Growth, ROI and TSR.4404(Equity award opportunities are typically5565.set at the 50 th percentile of market compared66#6to our Industry Peer Group.77789$:____________________________1;)Created by Morningstar Document Research.0<(http://documentresearch.morningstar.com/> 0g4v,A]k"5X4(=PF0*8X> @<<;;:: l  g  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of Compensatio!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } }  } } $ } 0} $ }        FMC TECHNOLOGIES INCDEF 14A 03/25/2016Short-Term Compensation Performance Measure  Weighting Target 2015 Actual Results   Improvement Required   Over 2014 Performance     Above (Below) 1.0   2015 Rating" Working Capital Efficiency 25% (10)%  (4)%  (\? EBIT Growth 25% (9)% (31)%~  EBIT Percentage of Sales 50% 0 bps (230) bps~  Average BPI(\?$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0\|pdg.>^=PF0*8X> @Z       l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm CompensationAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ } y } $ } $} $ }  } $ } $} $ } } $ } $} $ } } $ } $} $ }  } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016VNDetermination of 2015 Payouts under the Non-equity Incentive Compensation Plan       Component  Base Pay     Weighting    Target Bonus %    Rating    Payout  BPI: ~   X  75%  X  70%  X  (\?  = ~ r  API: ~   X  25%  X  70%  X ~   = ~ 2W / 'Total Non-Equity Incentive Compensation            ~    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(TQE9-= 0$=PF0*8X> @"  l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } !} -      FMC TECHNOLOGIES INCDEF 14A 03/25/2016$Award Determination for 2015#Percentage of Target Payout-%Company Percentile Rank vs. OSX Peers 200%) !Greater than the 80 th percentile 100% 50 th percentile 50% 35 th percentile 0%" Less than 35 th percentile $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(Twk_s?3'=PF0*8X> @ l  q  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ }  } $ } a} $ } <} $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016$Award Determination for 2015Performance Measure WeightingPerformance Period     Vesting Date Payout  EBITDA Growth  ?  1 year  January 2, 2018  120% ROI  ?  1 year  January 2, 2018  200% 2015 TSR  ?  3 years  January 2, 2018  To be determined as of                December 31, 2017 $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(XTwk_G+y=PF0*8X> @              l  k  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)Summary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/20162*Stock Ownership and Retention RequirementsNamed Executive OfficerMultiple of Base Pay  John T. Gremp ~  Maryann T. Mannen ~  Douglas J. Pferdehirt ~  Tore Halvorsen ~  Dianne B. Ralston ~ $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*Whui]Qt9=PF0*8X> @j            l  {  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RChange in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 1      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Summary Compensation/'Summary Compensation Table for the Year Ended December 31, 2015  $ ____________________________1 )Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/"sg4=PF0*8X> @ l  &2!  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3) Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } '} $ } } $ } } $ } I} U} } U} } $ } m} $ } <} $ }  &     FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits     (  Name and Principal Position  Year  Salary  Bonus  Stock   Non-Equity   Change in   All Other  Total    ~  ~   Awards  Incentive Plan   Pension Value   Compensation   ($) (1)(2)         ($) (1)   Compensation  and Non-  ($) (3)          ~    Qualified             Deferred     Compensation    Earnings    ($) (2) John T. Gremp~ ~~ r> -~ NЙ ~  F- ~  : ~  e~ B Chairman and~ z~ ^u; -~ J ~  q ~  ּ ~ ~ OChief Executive Officer~ v~ r89 -~ ~ ~  ) ~  ^ ~ N?~   Maryann T. Mannen~ ~~ j)" -~ ~*~  ~   ~  9  ~ ~ " p$Executive Vice President and~ z~ &w! -~ B ~  - ~  uU ~ 2~ $9Chief Financial Officer~ v~   -~ b ~  N   - ~ ~ :l Douglas J. Pferdehirt~ ~~ - -~ 8H~  ~     - ~ j ~ j President and~ z~ n, -~ l ~  BH   - ~ X~ nChief Operating Officer~ v~ x+ -~ v ~     - ~ ~ m Tore Halvorsen (5)~ ~~ ^ -~ )~  ~  R    - ~ bS~ Senior Vice President~ z~  -~ c ~  ' ~  h ~ ~  ~ v~ 5! -~ >jc ~  f ~    ~ ~       Dianne B. Ralston~ ~~ ~ ~ ~ v~  ~  b    - ~ f~ "Senior Vice President,     DlymatmL]t @t !"#$%% General Counsel and Secretary                !"$#____________________________1$)Created by Morningstar Document Research.0%(http://documentresearch.morningstar.com/ d =PF0*8X> @%%$$## l  6  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ } } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits Name  Year  Maximum Award Value  John T. Gremp ~ ~ ~    ~ z ~ :#   ~ v ~ 1'  Maryann T. Mannen ~ ~ ~  ~ z~ ~ v~ Douglas J. Pferdehirt~ ~~ *3~ z~ ~ v~ RfTore Halvorsen~ ~~ ̘~ z~ Ά~ v~ r̉Dianne B. Ralston~ ~~ B_$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/<Eymait({/=|T=PF0*8X> @"  l  7+MS  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} 8 7     FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits~ 3+The amounts in the ?Change in Pension Value / 'and Non-Qualified Deferred Compensation . &Earnings? column reflect the actuarial 2 *increase in the present value of the NEO?s 2 *benefits at the first retirement date with 3 +unreduced benefits (age 62 for U.S. Pension5-programs and age 67 for the Norwegian pension1)programs) under all of our pension plans.3+These amounts are determined using interest7/rates and mortality rate assumptions consistent3+with those used in our audited consolidated0(financial statements for the fiscal year0(ended December 31, 2015, included in our1)Annual Report on Form 10-K filed with the3+SEC on February 24, 2016. All non-qualified7/deferred compensation earnings are market-based4,investments, and therefore, are not includedin this column.~ /'The amounts reflected in the ?All Other0(Compensation? column for the fiscal year5-ended December 31, 2015 for Mr. Gremp include-%a Company-paid life insurance premium6.of $4,226, contributions to the U.S. QualifiedD lyma]RE:v6 !"#$%&'()*+,-./0123456 3 +Savings Plan and U.S. Non-Qualified Savings!.!&Plan of $83,371, payments for personal"2"*use of club membership, financial planning#-#%and personal tax assistance, personal$/$'use of automobiles and reimbursed costs%.%&for spouse travel for certain business&& functions.''(/('The amounts reflected in the ?All Other)0)(Compensation? column for the fiscal year*6*.ended December 31, 2015 for Ms. Mannen include+-+%a Company-paid life insurance premium,6,.of $1,517, contributions to the U.S. Qualified-3-+Savings Plan and U.S. Non-Qualified Savings.1.)Plan of $41,130 and payments for personal/2/*use of club membership, financial planning0$0and personal tax assistance.1123$4____________________________15)Created by Morningstar Document Research.06(http://documentresearch.morningstar.com/2=aI G};=PF0*8X> @665544 l  *il  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } y< *     FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits/'The amounts reflected in the ?All Other 0 (Compensation? column for the fiscal year 2 *ended December 31, 2015 for Mr. Pferdehirt - %include a Company-paid life insurance / 'premium of $2,230, contributions to the : 2U.S. Qualified Savings Plan and U.S. Non-Qualified1)Savings Plan of $112,683 and payments for2*personal use of club membership, financial-%planning and personal tax assistance,.&an executive physical, personal use of3+automobiles and reimbursed costs for spouse.&travel for certain business functions./'The amounts reflected in the ?All Other0(Compensation? column for the fiscal year1)ended December 31, 2015 for Mr. Halvorsen-%include a Company-paid life insurance0(premium of $468 and contributions to the.&International Savings Plan of $21,252./'The amounts reflected in the ?All Other0(Compensation? column for the fiscal year/'ended December 31, 2015 for Ms. Ralston-%include a Company-paid life insuranceDlyma"c$W[CFq1 !"#$%&'() 2 *premium of $641, contributions to the U.S.!6!.Qualified Savings Plan of $21,735 and payments"/"'for financial planning and personal tax## assistance.$$%&$'____________________________1()Created by Morningstar Document Research.0)(http://documentresearch.morningstar.com/sx9=PF0*8X> @))(('' l  +W  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} = +     FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits~ 6.In addition to the annual non-equity incentive 1 )awards for 2015, retention bonuses in the 7 /form of RSUs were granted to certain executives 3 +at the May 2015 Board of Directors meeting. 2 *Details of the awards are in the Grants of  Plan-Based Awards table.~ 2*The amounts reported as salary, non-equity91incentive compensation and all other compensation0(for Mr. Halvorsen were paid in Norwegian/'Kroner. These amounts were converted to0(U.S. dollars in the Summary Compensation.&Table. The conversion rate was derived/'from an average of the Norwegian Kroner1)to U.S. dollar exchange rates on the last2*day of each month during 2015. The monthly/'salary amount paid to Mr. Halvorsen for2*each month in 2015 was equal for each suchmonth.~ 3+In order to attract Ms. Ralston to join our1)Company in 2015 and to make her whole for4,forfeited compensation at her prior company,5-she received the following one-time payments:DlymaN 7x:x9|; !"#$%&'()* ; 3(i) a cash bonus of $500,000 and (ii) an additional!3!+equity grant in the form of time-based RSUs";"3valued at $2,300,000 that will vest proportionately#5#-over three years from her start date, January$4$,26, 2015. The first third of the RSUs vested%%on January 26, 2016.&'$(____________________________1))Created by Morningstar Document Research.0*(http://documentresearch.morningstar.com/r'rfZ2=PF0*8X> @**))(( l  )  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4) Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 1      FMC TECHNOLOGIES INCDEF 14A 03/25/2016Stock Option Grants)!Grants of Plan-Based Awards Table  $ ____________________________1 )Created by Morningstar Document Research.0 (http://documentresearch.morningstar.com/ th;/#=PF0*8X> @ l  .X  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option GrantsOutstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } } m} } $ }  } } I } } .                                 FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits       Estimated Future Payouts  Estimated Future Payouts  All Other  All Other Exercise  Grant Date  " Under Non-Equity Incentive  Under Equity Incentive Stock Option    Plan Awards   Plan Awards Awards: Awards: Name  Grant Date  Threshold ($) Target Maximum   Threshold Target Maximum  Number of  Number of or  Fair Value   ~ ~   (#) (#) (#)  Shares of  Securities  Base Price of Stock Stock or  Underlying  of Option  and Option  Units Options Awards Awards  (#)  (#) ($/Sh) ($) (1) John T. Gremp~ ~~ ~ "J~ B  ~  ~    2/26/2015 TB~    ~  j 2/26/2015 PB~ ~ ~     ~  2/26/2015 PB-m~ ~ _~    ~  MMaryann T. Mannen~ ~~ ~ ޾~ }= ~  ~    2/26/2015 TB~  E  ~  ^2 2/26/2015 PB~ ~ B~ d   ~  RC2/26/2015 PB-m~ ~ ~ :   ~  v 5/6/2015 TB~    ~  ^Douglas J. Pferdehirt~ ~~ ~ 0~ Ja ~  ~    2/26/2015 TB~  ҆  ~  = 2/26/2015 PB~ ~  ~ 2   ~  VaQ2/26/2015 PB-m~ ~ ~     ~  B8! 5/6/2015 TB~    ~  ^Tore Halvorsen~ ~~ ~ >~ z& ~  ~   Dlymav8w_Q<"v ! " # $ % & ' ( ) * + , -    2/26/2015 TB       ~   ~ (!! 2/26/2015 PB!!!!~ !~ !j[~ !Ҷ! ! ! ~ ! NA6""2/26/2015 PB-m""""~ "~ "~ "b[" " " ~ " *%## 5/6/2015 TB#######~ # # # ~ # z$Dianne B. Ralston~ $~~ $~ $6~ $j(.$$$$$ ~ $ ~ $ $ %% 1/26/2015 TB%%%%%%%~ % F% % ~ % `&& 2/26/2015 TB&&&&&&&~ & ֢& & ~ & m'' 2/26/2015 PB''''~ '~ '"~ 'B' ' ' ~ ' !((2/26/2015 PB-m((((~ (~ (l~ (( ( ( ~ (  )*$+____________________________1,)Created by Morningstar Document Research.0-(http://documentresearch.morningstar.com/ TG6=PF0*8X> @J -- ,, ++       l  j  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5) Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U5      FMC TECHNOLOGIES INCDEF 14A 03/25/2016!Outstanding Equity Awards4,Outstanding Equity Awards at Fiscal Year-End Table  $ ____________________________1 )Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/"znb* =PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ }  } $ } m} $ }  } $ } y } $ } } $ }  } $ } } $ } } $ } 0} $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits         OPTION AWARDS  STOCK AWARDS (2)  Name   Number of   Number of  Equity  Option  Option  Number   Market Value   Equity Incentive Plan  Equity Incentive     Securities   Securities   Incentive  Exercise   Expiration  of   of Shares or   Awards; Number of   Plan Awards;    Underlying   Underlying  Plan  Price  Date  Shares  Units of   Unearned Shares,  Market or Payout    Unexercised   Unexercised  Awards: ~     or Units   Stock that   Units or Other Rights  Value of UnearnedOptionsOptions Number of    of Stockhave Notthat have Not VestedShares, Units or (#) (#) Securities     that haveVested (#)Other Rights that Exercisable Unexercisable Underlying     Not($) (1)have Not Vested Unexercised    Vested~ Unearned     (#)Options (#) John T. Gremp - - - -   -  ~  *a#~ \ - -Maryann T. Mannen - - - -   -  ~  N~ B - -Douglas J. Pferdehirt - - - -   -  ~  ~ ^ - -Tore Halvorsen - - - -   -  ~   ~ 6?_ - -Dianne B. Ralston - - - -   -  ~   ~ ~ - -$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/B6XymaMC_4%~#p<=PF0*8X> @            l  ,<  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ } } $ }  } $ }  ,                                 FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits  Executive Officer  RSU Grant Date  RSU Grant Amount  RSU Vesting Date  John T. Gremp    2/21/2013 TB ~ :e   1/4/2016     2/21/2013 PB ~ Bc   1/4/2016    2/21/2013 PB-m ~ Ҙ   1/4/2016     2/27/2014 TB ~ :   1/2/2017 2/27/2014 PB~  1/2/20172/27/2014 PB-m~ z1/2/2017 2/26/2015 TB~ 1/2/2018 2/26/2015 PB~ f1/2/20182/26/2015 PB-m~ _1/2/2018 Maryann T. Mannen 2/21/2013 TB~ j1/4/2016 2/21/2013 PB~ !1/4/20162/21/2013 PB-m~ J1/4/2016 2/27/2014 TB~ 1/2/2017 2/27/2014 PB~ 1/2/20172/27/2014 PB-m~ Ÿ1/2/2017 2/26/2015 TB~ E1/2/2018 2/26/2015 PB~ ζ1/2/20182/26/2015 PB-m~ 1/2/2018 5/6/2015 TB~ 5/6/2018! Douglas J. Pferdehirt 2/21/2013 TB~ f1/4/2016 2/21/2013 PB~ b^1/4/20162/21/2013 PB-m~ 1/4/2016Dlyma\IC=9 ! " # $ % & ' ( ) * +      2/27/2014 TB ~    1/2/2017!!!! 2/27/2014 PB!~ !b!!!1/2/2017""""2/27/2014 PB-m"~ """"1/2/2017#### 2/26/2015 TB#~ #҆###1/2/2018$$$$ 2/26/2015 PB$~ $A$$$1/2/2018%%%%2/26/2015 PB-m%~ %%%%1/2/2018&&&& 5/6/2015 TB&~ &&&&5/6/2018'($)____________________________1*)Created by Morningstar Document Research.0+(http://documentresearch.morningstar.com/*~xtocW/=PF0*8X> @*++**))   l  0  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} $ } } $ }  } $ }                                  FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits  Executive Officer  RSU Grant Date  RSU Grant Amount  RSU Vesting Date  Tore Halvorsen    2/21/2013 TB ~ N   1/4/2016     2/21/2013 PB ~ Ҙ   1/4/2016    2/21/2013 PB-m ~ 6f   1/4/2016     2/27/2014 TB ~    1/2/2017 2/27/2014 PB~ 1/2/20172/27/2014 PB-m~ &o1/2/2017 2/26/2015 TB~ 1/2/2018 2/26/2015 PB~ +1/2/20182/26/2015 PB-m~ 1/2/2018 5/6/2015 TB~ 9/6/2017 Dianne B. Ralston 1/26/2015 TB~ n9 1/26/2016 1/26/2015 TB~ n9 1/26/2017 1/26/2015 TB~ n9 1/26/2018 2/26/2015 TB~ ֢1/2/2018 2/26/2015 PB~ f[1/2/20182/26/2015 PB-m~ l1/2/2018$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/B Xyma\HB<83 =PF0*8X> @*   l  2G  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ } } $ } 0} $ }  }  $ } 0} $                          FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits       OPTION AWARDS   STOCK AWARDS  Name   Number of  Value Realized on ! Number of Shares Acquired   Value Realized on    Shares Acquired   Exercise ($)   on Vesting   Vesting    on Exercise    (#)  ~    (#) John T. Gremp - -~ ~ ~  | Maryann T. Mannen - -~  ~  0W Douglas J. Pferdehirt - -~ a ~  t Tore Halvorsen - -~ ޔ ~  I Dianne B. Ralston - - -   - $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4v ymapxQ\=PF0*8X> @B        l  d  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ } %} $ } m} $ } } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits Number of           Years of               Credited    Present Value of           Service as     Accumulated   Payments During  Name   Plan Name    of 12/31/2015   % Benefit as of 12/31/2015 (2)   Last Fiscal Year   John T. Gremp  U.S. Pension Plan   333333D@   ~ Vn   ~  'U.S. Non-Qualified Pension Plan~  9e   ~  Maryann T. MannenU.S. Pension Plan33333=@~  fz:   ~  'U.S. Non-Qualified Pension Plan~     ~  !Douglas J. Pferdehirt (1)U.S. Pension Plan N/A  N/A     N/A'U.S. Non-Qualified Pension Plan N/A  N/A     N/ATore Halvorsen!Norwegian Pension ProgramA@~     ~  'Norwegian Supplementary Program~  $   ~  Dianne B. Ralston (1)U.S. Pension Plan N/A  N/A     N/A'U.S. Non-Qualified Pension Plan N/A  N/A     N/A$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/<yma(\m@[=PF0*8X> @2 l  @{ކ  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} $} : @     FMC TECHNOLOGIES INCDEF 14A 03/25/2016"Change in Control Benefits~ 3+Effective January 1, 2010, the U.S. Pension / 'Plan and the U.S. Non-Qualified Pension 3 +Plan were closed to new entrants and frozen 4 ,for employees, including executive officers, 4 ,with less than five years of vesting service . &as of December? 31, 2009. Accordingly,1)since Mr. Pferdehirt and Ms. Ralston were91hired after January 1, 2010, neither participates:2in the U.S. Pension Plan or the U.S. Non-Qualified Pension Plan.~ .&Assumptions in Pension Benefits Table:/'Present value of accumulated benefit as2*of December 31, 2015 reflects (for all but0(Messrs. Pferdehirt and Halvorsen and Ms. Ralston): ?2*Present value of U.S. Pension Plan benefit7/calculated as amount payable at first unreduced3+age using December? 31, 2015 FASB ASC Topic1)715 disclosure assumptions (4.7%, RP-20141)adjusted with modified MP-2014 projection2*scale with long-term rate plan improvement1)of 0% in 2027) and reflecting discounting2*of present value back to December 31, 20156.using FASB ASC Topic 715 interest only (4.7%);D] lymaVJh2G^ !"#$%&'()*+,-./0123456789:;<=>?  ?3 +Present value of U.S. Non-Qualified Pension!!1!)Plan benefit calculated as amount payable""1")at first unreduced age using December 31,##2#*2015 FASB ASC Topic 715 assumptions (2.9%,$$8$0417(e) 2015 for lump sums and 4.7% for five-year%%3%+certain annuity) and reflecting discounting&&2&*of present value back to December 31, 2015''6'.using FASB ASC Topic 715 interest only (4.7%);(( (and) )?.)&Unreduced benefits are first available**2**at age 62 (or current age, if later) under++8+0the U.S. Pension Plan and the U.S. Non-Qualified,,, Pension Plan.- -?0-(Present value of benefits as of December....&31, 2015 reflects (for Mr. Halvorsen):/ /?2/*Present value of Norwegian Pension Program0040,and Norwegian Supplementary Program benefits11*1"accrued through December 31, 2015;2 2?/2'Present value of benefits calculated as3333+amount payable at first unreduced age using4474/December 31, 2015 FASB ASC Topic 715 disclosure5505(assumptions (2.5% discount rate, K2013FT66/6'mortality, 0.1% pension increase rate);77 7and8 8?.8&Unreduced benefits are first available9959-at age 67 under the Norwegian Pension Program::0:(and the Norwegian Supplementary Program.;<$=____________________________1>)Created by Morningstar Document Research.0?(http://documentresearch.morningstar.com/D lct%^q@Z x)?|0$=PF0*8X> @??>>==      l  %I  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } } 8 %     FMC TECHNOLOGIES INCDEF 14A 03/25/2016Benefit Formula (a) the sum of:     (i)4 ,1% of the participant?s final average yearly  2 *earnings up to the Social Security Covered  1 )Compensation Base (defined as the average  . &of the maximum Social Security taxable1)wages bases for the 35-year period ending7/in the year in which Social Security retirement6.age is reached) plus 1.5% of the participant?s/'final average yearly earnings in excess3+of the Social Security covered compensation5-base multiplied by the participant?s expected1)years of credited service at age 65 up to)!35 years of credited service; and (ii)/'1.5% of the participant?s final average7/yearly earnings multiplied by the participant?s1)expected years of credited service at age5-65 in excess of 35 years of credited service; and (b)5-the ratio of actual years of credited service0(to expected years of credited service atage 65.D[ lxlF"4J^ {Wh !"#$ !$"____________________________1#)Created by Morningstar Document Research.0$(http://documentresearch.morningstar.com/ P=PF0*8X> @:$$##"" l  A  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ }  } $ }  }  $ } y} $ } } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016'Norwegian Supplementary Program Name Executive Registrant   Aggregate  AggregateAggregate Balance at  $ Contributions in Last Fiscal  Contributions in  Earnings in Last   Withdrawals/  Last Fiscal Year End   Year  Last Fiscal Year   Fiscal Year   Distributions  ($) (4)   ($) (1)   ($) (2)(3) ~  ~   John T. Gremp  ~ v#   ~ G   ~ b    -   ~ G  Maryann T. Mannen  ~ T   ~    ~ u    -   ~ ~{ Douglas J. Pferdehirt~ Ҫ ~ l  ~     -~ F!Tore Halvorsen~ L~ L  ~  &   -~ r4Dianne B. Ralston N/A N/A    N/A   N/A N/A$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0O th\q[A.=PF0*8X> @             l  &  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} 7 &     FMC TECHNOLOGIES INCDEF 14A 03/25/2016NO TITLE~ 4,All of the executive officers? contributions 0 (reported in the ?Executive Contributions 0 (in Last Fiscal Year? column are included / 'in salary and non-equity incentive plan / 'compensation reported for the executive 3 +officers in the Summary Compensation Table.~ 3+All of the contributions made by us for the6.executive officers reported in the ?Registrant1)Contributions in Last Fiscal Year? column0(are included in ?All Other Compensation?1)for the executive officers in the SummaryCompensation Table.~ 0(The total amount includes a contribution2*made on March 16, 2015 attributable to the2*2014 plan year and excludes a contribution2*made on March 15, 2016 attributable to the2015 plan year.~ 0(The portion of the ?Aggregate Balance at5-Last Fiscal Year End? reported in the Summary1)Compensation Table appearing in our Proxy0(Statements for fiscal years prior to the6.year ended December 31, 2015 for the following3+NEOs were: Mr. Gremp, $548,487; Ms. Mannen,/'$109,766; Mr. Pferdehirt, $259,816, andD ls-n/a t2lE}= !"#$%  Mr. Halvorsen, $348,414.!"$#____________________________1$)Created by Morningstar Document Research.0%(http://documentresearch.morningstar.com/Qd=PF0*8X> @%%$$## l  8  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } } } I"}       FMC TECHNOLOGIES INCDEF 14A 03/25/2016,$LONG-TERM INCENTIVE COMPENSATION ($) Name Performance-Stock Options/ RSUs Total  Based Restricted SARs$ Unvested and Accelerated (1)   Stock (1)(2)  John T. Gremp~  -~ ~ ް Maryann T. Mannen~ v -~ Z~ ' Douglas J. Pferdehirt~ 2 -~ j%~ Tore Halvorsen~  -~ ҳ~ rGDianne B. Ralston~ $ -~ }~ ~$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/.~{ocWp t#=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } }       FMC TECHNOLOGIES INCDEF 14A 03/25/2016,$LONG-TERM INCENTIVE COMPENSATION ($) John T. Gremp~ - Maryann T. Mannen~ _d Douglas J. Pferdehirt~ o Tore Halvorsen~ GK Dianne B. Ralston - $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(T{ocW0xlD=PF0*8X> @ l     dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ } } $ } } $ } m} $ }  } $ } <} $ } <} $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016bZExecutive Benefits and Payments for Involuntary Termination Occurring on December 31, 2015 COMPENSATION BENEFITS AND PERQUISITES     Severance  Pro-Rated Target  RSUs  Medical   Financial   Outplacement  TOTAL    Payment   Annual Non-   (Accelerated)   and Dental   Planning and  Services     Equity Incentive     Benefit (2)   Personal Tax     Compensation (1)       Assistance  John T. Gremp ~   ~ v%  - ~ 9 ~ Fd ~ B  ~ X Maryann T. Mannen~ Z"Q~ ʆ -~  ~   i ~  B  ~ eDouglas J. Pferdehirt~ #x~ R -~ > ~  .d ~  B  ~ zTore Halvorsen~ 7~   -~ ^+ ~  "H ~  B  ~ vEDianne B. Ralston~ nI~   -~ h ~  Bd ~  B  ~ Y$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2K E9-!}*=PF0*8X> @* l  =$-  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} = =     FMC TECHNOLOGIES INCDEF 14A 03/25/2016bZExecutive Benefits and Payments for Involuntary Termination Occurring on December 31, 2015  . &into a merger, consolidation, purchase  5 -or acquisition of stock or assets, or similar  . &business transaction with the Company.  4 ,If a person, including an entity, owns stock  6 .in both corporations that enter into a merger,.&consolidation, purchase or acquisition3+of stock or assets, or similar transaction,3+such stockholder is considered to be acting;3as a group with other stockholders in a corporation2*only with respect to the ownership in that3+corporation prior to the transaction giving2*rise to the change and not with respect to80the ownership interest in the other corporation. ?6.A ?change in effective control? of the Company2*occurs on the date that either (i) any one1)person, or more than one person acting as1)a group, acquires (or has acquired during1)the 12-month period ending on the date of2*the most recent acquisition by such person5-or persons) ownership of our stock possessing4,30% or more of the total voting power of our3+stock; or (ii) a majority of members of theDr lE9-!bv,7L3L !"#$%&'()*+,-./0123456789:;<  4 ,Board is replaced during any 12-month period!!2!*by directors whose appointment or election""4",is not endorsed by a majority of the members##9#1of the Board prior to the date of the appointment$$$ or election.%%%&/&'A change in effective control will have'2'*occurred only if the NEO is employed by us(0((upon the date of the change in effective)0)(control or we are liable for the payment*:*2of the benefits hereunder and no other corporation+1+)is a majority stockholder of the Company.,5,-Further, in the absence of an event described-2-*in (i) or (ii) of the preceding paragraph,.4.,a change in effective control of the Company//will not have occurred.00121*If any one person, or more than one person272/acting as a group, is considered to effectively313)control us, the acquisition of additional414)control of the Company by the same person565.or persons is not considered to cause a change6/6'in effective control of the Company (or777/to cause a change in ownership of the Company).89$:____________________________1;)Created by Morningstar Document Research.0<(http://documentresearch.morningstar.com/>0bi*hVBz;=PF0*8X> @<<;;::77665544332211//..--,,++**))((''&& l  #EF  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} 7 #     FMC TECHNOLOGIES INCDEF 14A 03/25/2016bZExecutive Benefits and Payments for Involuntary Termination Occurring on December 31, 2015  ?6 .willful and continued failure to substantially  2 *perform the executive officer?s employment  2 *duties in any material respect (other than  0 (any such failure resulting from physical  / 'or mental incapacity or occurring after6.an executive officer has provided notification4,to us of a voluntary termination for a ?good0(reason?) after proper written demand has.&been provided to the executive officer1)and the executive officer fails to resume0(substantial performance of the executive.&officer?s duties on a continuous basis1)within 30 days of receipt of such demand; ?.&willfully engaging in conduct which is-%demonstrably and materially injurious!to us or an affiliate; or ?1)conviction for, or pleading guilty or not1)contesting, a felony charge under federal or state law.Dn lE9-!\w%?\W[* !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/ (=PF0*8X> @""!!  l  Q]in  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} I; Q     FMC TECHNOLOGIES INCDEF 14A 03/25/2016bZExecutive Benefits and Payments for Involuntary Termination Occurring on December 31, 2015  ?4 ,assignment to duties materially inconsistent  1 )with the executive officer?s authorities,  7 /duties, responsibilities and status (including,  / 'without limitation, offices, titles and  / 'reporting requirements) as our employee4,(including, without limitation, any material6.adverse change in duties or status as a result2*of our stock ceasing to be publicly traded1)or of us becoming a subsidiary of another.&entity, or any material adverse change2*in the executive?s reporting relationship,/'such as the chairman or chief executive1)officer ceasing to report to the Board of0(Directors of a publicly traded company),2*or a reduction or alteration in the nature1)or status of the executive?s authorities,4,duties or responsibilities from the greatest0(of those in effect: (i) on the effective2*date of the executive severance agreement;/'(ii) during the fiscal year immediately4,preceding the year of the change in control;3+and (iii) on the date immediately precedingthe change in control;Dl lE9-!_ v&9V o"8 !"#$%&'()*+,-./0123456789:;<=>?   ! !?3!+requiring the executive officer to be based""1")at a location which is at least 100 miles##1#)further from the executive?s then current$$0$(primary residence than is such residence%%6%.from the office where the executive is located&&4&,at the time of the change in control, except''1')for required travel on our business to an((,($extent substantially consistent with))4),the executive officer?s business obligations**4*,as of the effective date of such executive?s++/+'executive severance agreement or as the,,/,'same may have been subsequently changed--%-prior to a change in control;.../ /?7//a material reduction of the executive officer?s0030+base pay as in effect on the effective date11/1'of the executive severance agreement or22921as the same may have been subsequently increased;3334 4?74/a material reduction in the executive officer?s5575/level of participation in any of our short-term66/6'and/or long-term incentive compensation77-7%plans, employee benefit or retirement8838+plans, policies, practices, or arrangements9939+in which the executive officer participates::1:)from the greatest of the levels in place:;;2;*(i) on the effective date of the executive<<3<+severance agreement; (ii) during the fiscal==-=%year immediately preceding the fiscal>>0>(year of the change in control; and (iii)??2?*on the date immediately preceding the dateD l?To91m{2Ga@ABCDEFGHIJKLMNOP@@!@of the change in control;AAAB B?6B.our failure to obtain a satisfactory agreementCC4C,from any successor to assume our obligationsDD0D(under the executive severance agreement;EE EorFFFG G?2G*any termination of the executive officer?sHH0H(employment that is not effected pursuantII5I-to a written notice of termination satisfyingJJ0J(the requirements for such a notice underKK*K"the executive severance agreement.LM$N____________________________1O)Created by Morningstar Document Research.0P(http://documentresearch.morningstar.com/&@Lfz.=PF0*8X> @PPOONN l     dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 7} $ } m} $ } } $ } }  $ } } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016h`Executive Benefits and Payments for Change in Control Termination Occurring on December 31, 2015         John T. Gremp  Maryann T. Mannen  Douglas J. Pferdehirt  Tore Halvorsen  Dianne B. Ralston (1)  Compensation               Base Pay Multiple ~ ⮻ ~ :|f  ~ M  ~ L  ~ #C 0 (Annual Non-Equity Incentive Compensation ~ B8 ~ <\  ~   ~ 9  ~ Z2 4 ,Pro-Rated Annual Target Non-Equity Incentive               Compensation~ "J~ ޾~ 2X2 ~  >  ~  6( Long-Term Incentive Compensation     Performance-Based RSUs~ ~ v~ 2 ~    ~  $5-Stock Options / SARs Unvested and Accelerated - - -   -    -)!RSUs Unvested and Accelerated (2)~ ~ Z~ j% ~  ҳ  ~  } Benefits and Perquisites     1)Service Credit for the U.S. Non-Qualified~ @~ a - ~  ƨ  ~  VPension Plan (3)6.Medical, Dental, Life Insurance and Disability~ r~ 2+~  ~  ?  ~   Benefits (4)Outplacement Services~ B ~ B ~ B  ~  B   ~  B IRC 280G Tax Gross-up N/A N/A N/A   N/A    N/A Total $ 24,584,954 $ 12,430,703 $ 13,490,051 ~  N  ~   2$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/Dl?3'g8n5O3G/\c=PF0*8X> @:    l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } } $ } } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016h`Executive Benefits and Payments for Change in Control Termination Occurring on December 31, 2015 John T. Gremp~ - Maryann T. Mannen ~ _d  Douglas J. Pferdehirt ~ o  Tore Halvorsen ~ GK  Dianne B. Ralston  N/A  $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(CT?3'R=PF0*8X> @ l  8δ  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 8 8     FMC TECHNOLOGIES INCDEF 14A 03/25/2016h`Executive Benefits and Payments for Change in Control Termination Occurring on December 31, 20150(R ATIFICATION OF THE APPOINTMENT OF KPMG LLP7 /AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING " FIRM FOR 2016 (PROPOSAL 2) What am I voting on?2*You are voting on a proposal to ratify the.&appointment of KPMG as our independent-%registered public accounting firm for1)the fiscal year ending December 31, 2016..&The Audit Committee has appointed KPMG.&to serve as our independent registered2*public accounting firm for the fiscal year!ending December 31, 2016.5-What services does the independent registered'public accounting firm provide?3+Audit services of KPMG for fiscal year 20157/included an audit of our consolidated financial1)statements, an audit of the effectiveness.&of our internal control over financialD/l?3'k_?3e3a6* !"#$%&'()*+,-./012345672 *reporting and services related to periodic0!(filings made with the SEC. Additionally,/"'KPMG provided certain other services as7#/described in the response to the next question.0$(In connection with the audit of the 2015-%%financial statements, we entered into.&&an engagement agreement with KPMG that3'+sets forth the terms by which KPMG performs0((audit services for us. That agreement is1))subject to alternative dispute resolution* procedures.+/,'How much was the independent registered0-(public accounting firm paid for 2015 and .2014?/.0&Set forth below is summary information01(with respect to KPMG?s fees for services"2provided in 2015 and 2014.34$5____________________________16)Created by Morningstar Document Research.07(http://documentresearch.morningstar.com/4c(Z&gVJ~=PF0*8X> @ l  p  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } <} $ } } $ }  } $                       FMC TECHNOLOGIES INCDEF 14A 03/25/2016h`Executive Benefits and Payments for Change in Control Termination Occurring on December 31, 2015  Type of Fees  ~ ~ ~ z      (in millions)   Audit Fees  (\@  @  Audit-Related Fees  ~    ?  Tax Fees   {Gz?   HzG?  Other Fees~ ~  TotalHzG@Gz@$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/.^?3'K*H=PF0*8X> @z         l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } $} :      FMC TECHNOLOGIES INCDEF 14A 03/25/2016h`Executive Benefits and Payments for Change in Control Termination Occurring on December 31, 2015  ?2 *We review perquisite policies on an annual  . &basis against our Industry Peer Group,  / 'and we believe that our perquisites are  0 (reasonable relative to our Industry Peer   Group. ?5-None of the NEOs has an individual employment5-agreement and all are expected to demonstrate1)exceptional personal performance in order80to continue serving as a member of the executive team. ?6.As of February 26, 2016, the NEOs, as a group,2*held shares of restricted and unrestricted/'company stock valued in excess of $38.21)million, which significantly aligns their2*interest with our stockholders? interests.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/BX?3'^y'5 GaUI!=PF0*8X> @ l  $&[  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $ } } : $     FMC TECHNOLOGIES INCDEF 14A 03/25/2016iaTHE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF OUR 2015 EXECUTIVE COMPENSATI  (a)0 (any director or executive officer of FMC    Technologies;     (b)! any nominee for director;    (c)1)any immediate family member of a director0(or executive officer of FMC Technologies3+or any nominee for director, with immediate5-family member including any child, stepchild,,$parent, stepparent, spouse, sibling,1)mother-in-law, father-in-law, son-in-law,6.daughter-in-law, brother-in-law, sister-in-law1)and any person (other than a tenant or an5-employee) sharing the household of a director7/or executive officer or a nominee for director; (d)4,any beneficial owner (other than a financial/'or investment institution) of more than"5% of our Common Stock; or (e)80any immediate family member of such a beneficialholder.DX l>2&vRRj~-c_ !"# $!____________________________1")Created by Morningstar Document Research.0#(http://documentresearch.morningstar.com/ <=PF0*8X> @##""!! l  $  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } a/}  } $ }  $     FMC TECHNOLOGIES INCDEF 14A 03/25/2016*"OUTSTANDING SHARES OF COMMON STOCK  Beneficial Ownership on   February 26, 2016 Name Common Stock of FMC Percent of Class (1)   Technologies Mike R. Bowlin (2)~ e   *$Clarence P. Cazalot, Jr. (2)~ f *%Eleazar de Carvalho Filho (2)~ J *C. Maury Devine (2)~ X *Claire S. Farley (2)~ 6w *John T. Gremp (3)~ Ƈ *Tore Halvorsen (3)~ F *Thomas M. Hamilton (2)~ Z  *Maryann T. Mannen (3)~   *Peter Mellbye (2)~ m * Joseph H. Netherland (2)~  *Peter Oosterveer (2)~  *!Richard A. Pattarozzi (2)~  *!Douglas J. Pferdehirt (3)~ ֆ *Kay G. Priestly (2)~  *Dianne B. Ralston (3)~  *James M. Ringler (2)~ e  */'All directors and executive officers as~ 3w *#a group (23 persons) (2)(3)D} l}qeY)vR n(X8Y !"# $!____________________________1")Created by Morningstar Document Research.0#(http://documentresearch.morningstar.com/ <=PF0*8X> @:##""!!     l  8)51  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON STBeneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} = 8     FMC TECHNOLOGIES INCDEF 14A 03/25/2016NO TITLE * Less than 1%  ~ 1 )Percentages are calculated on 226,842,151 / 'shares of FMC Technologies, Inc. Common 4 ,Stock, which represents the number of shares ) !outstanding on February 26, 2016.~ /'Includes shares owned by the individual0(and RSUs credited to individual accounts5-of non-employee directors under the Incentive.&Plan (see ?Director Compensation?). As0(of February 26, 2016, the number of RSUs0(credited to non-employee directors under/'the Incentive Plan were as follows: Mr..&Bowlin 141,646; Mr. Cazalot 2,160; Mr.4,de Carvalho Filho 10,537; Ms. Devine 61,289;0(Ms. Farley 40,397; Mr. Hamilton 157,640;1)Mr. Mellbye 7,021; Mr. Netherland 32,025;5-Mr. Oosterveer 1,606; Mr. Pattarozzi 114,276;0(Ms. Priestly 0; and Mr. Ringler 136,157.0(These directors have no power to vote or3+dispose of shares underlying the RSUs until/'they are distributed upon the cessation3+of their service on the Board of Directors.DlsN6p7Y\YQ !"#$%&'()*+,-./01234567 0 (Until such distribution, these directors!3!+have an unsecured claim against us for such""units.##~ $5$-Includes: (i) shares owned by the individual;%1%)(ii) shares held by the FMC Technologies,&0&(Inc. Savings and Investment Plan for the';'3account of the individual and the FMC Technologies,(1()Inc. Non-Qualified Savings and Investment)/)'Plan for the benefit of the individual;*0*(and (iii) shares subject to options that+2+*are exercisable within 60 days of February,2,*26, 2016 and RSUs that will vest within 60-6-.days of February 26, 2016. The shares included.1.)in item (iii) amount to 0 shares for each/1/)of Mr. Gremp, Ms. Mannen, Mr. Pferdehirt,020*Mr. Halvorsen and Ms. Ralston and 0 shares101(for all directors and executive officers22 as a group.34$5____________________________16)Created by Morningstar Document Research.07(http://documentresearch.morningstar.com/4}_G4t2i(wkC=PF0*8X> @776655 l  F  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } 0.} }       FMC TECHNOLOGIES INCDEF 14A 03/25/2016Beneficial Ownership, $Name and Address of Beneficial Owner Amount and Nature of  Percent of  Beneficial Ownership  Class (1) The Vanguard Group, Inc.   100 Vanguard Boulevard 20,289,229 shares (2) 8.94%# Malvern, Pennsylvania 19355  BlackRock, Inc.55 East 52 nd Street14,395,495 shares (3) 6.35% New York, New York 10055%Sands Capital Management, LLC%1101 Wilson Blvd., Suite 230013,903,990 shares (4) 6.13%Arlington, VA 22209.&First Eagle Investment Management, LLC#1345 Avenue of the Americas12,117,632 shares (5) 5.34%New York, NY 10105 State Street CorporationOne Lincoln Street12,696,279 shares (6) 5.60%#Boston, Massachusetts 02111$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/BXsgC` H p9`$}U=PF0*8X> @ l  L\7gj  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } U} y< L     FMC TECHNOLOGIES INCDEF 14A 03/25/2016*"OUTSTANDING SHARES OF COMMON STOCK~ 2*The calculation of percentage of ownership 0 (of each listed beneficial owner is based 2 *on 226,842,151 shares of FMC Technologies, / 'Inc. Common Stock, which represents the 0 (number of shares outstanding on February   26, 2016.~ 0(Based on a Schedule 13G/A filed with the4,SEC on February 10, 2016. The Schedule 13G/A0(reports that The Vanguard Group has sole.&voting power over 430,968 shares, sole0(dispositive power over 19,831,290 shares1)and shared dispositive power over 457,9391)shares. Vanguard Fiduciary Trust Company,1)a wholly-owned subsidiary of The Vanguard/'Group, Inc., is the beneficial owner of6.356,339 shares of the Common Stock outstanding1)of the Company as a result of its serving1)as investment manager of collective trust1)accounts. Vanguard Investments Australia,.&Ltd., a wholly-owned subsidiary of The/'Vanguard Group, Inc., is the beneficial3+owner of 176,229 shares of the Common Stock1)outstanding of the Company as a result ofDl}qeYTUVON !"#$%&'()*+,-./0123456789:;<=>? 7 /its serving as investment manager of Australian!!investment offerings.""~ #0#(Based on a Schedule 13G/A filed with the$4$,SEC on February 10, 2016. The Schedule 13G/A%4%,reports that BlackRock, Inc. has sole voting&9&1power over 12,978,076 shares and sole dispositive'%'power over 14,395,495 shares.((~ )0)(Based on a Schedule 13G/A filed with the*4*,SEC on February 16, 2016. The Schedule 13G/A+.+&reports that Sands Capital Management,,1,)LLC has sole voting power over 10,808,692-.-&shares and sole dispositive power over..13,903,990 shares.//~ 020*Based on a Schedule 13G filed with the SEC151-on February 5, 2016. The Schedule 13G reports2/2'that First Eagle Investment Management,3/3'LLC (?FEIM?) has sole voting power over4.4&11,739,191 shares and sole dispositive5.5&power over 12,117,632 shares. FEIM, an636+investment adviser registered under Section737+203 of the Investment Advisers Act of 1940,8:82is deemed to be the beneficial owner of 12,117,632919)shares of the common stock believed to be:7:/outstanding as a result of acting as investment;.;&adviser to various clients. Clients of<7</FEIM have the right to receive and the ultimate=0=(power to direct the receipt of dividends>2>*from, or the proceeds of the sale of, such?? securities.D lt2a,PKJ  @KKJJII l  (|  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (3)!OUTSTANDING SHARES OF COMMO (4)U } $      FMC TECHNOLOGIES INCDEF 14A 03/25/2016*"OUTSTANDING SHARES OF COMMON STOCK FMC Technologies, Inc.  FMC Technologies, Inc.  Notice of& 5875 N. Sam Houston Parkway W.& Annual Meeting of Stockholders Houston, Texas 77086  May 6, 2016and Proxy StatementFMC Technologies, Inc.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0}qeYAQ&=PF0*8X> @"  l  F  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (4)U } m} m)      FMC TECHNOLOGIES INCDEF 14A 03/25/2016*"OUTSTANDING SHARES OF COMMON STOCK3 +TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:  E03308-P77007* "KEEP THIS PORTION FOR YOUR RECORDS+ #DETACH AND RETURN THIS PORTION ONLY1 )THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/, |}qeYA yD."=PF0*8X> @B     l  9   dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??\!Securities Exchange Act of 1934!NOTICE OF ANNUAL MEETING OF STOSummary Compensation!NOTICE OF ANNUAL MEETING OF (1)!NOTICE OF ANNUAL MEETING OF (2)!NOTICE OF ANNUAL MEETING OF (3)!NOTICE OF ANNUAL MEETING OF (4)!NOTICE OF ANNUAL MEETING OF (5)!NOTICE OF ANNUAL MEETING OF (6)!NOTICE OF ANNUAL MEETING OF (7)!NOTICE OF ANNUAL MEETING OF (8)Director NomineesDirector Nominees (1)Director Nominees (2)Director Nominees (3)Director Nominees (4)Director Nominees (5)Director Nominees (6)Director Nominees (7)Director Nominees (8)Director Nominees (9)Director Nominees (10)Director Nominees (11)Director Nominees (12)Director Nominees (13)Director Nominees (14)Director Nominees (15)Director Nominees (16)Director Nominees (17)Director Nominees (18)Director Nominees (19)Director Nominees (20)Director Nominees (21)Director Nominees (22)Director Nominees (23)Director Nominees (24) NO TITLEAudit CommitteeAudit Committee (1)Compensation Committee!Nominating and Governance Commi!Nominating and Governance C (1)!Nominating and Governance C (2)Director Compensation Table NO TITLE (1)Summary Compensation (1)!Director Compensation Table (1)Summary Compensation (2) Peer GroupsPeer Groups (1)!35 36 Components of CompensatioShortTerm Compensation!Determination of 2015 Payouts uAward Determination for 2015Award Determination for (1)!Stock Ownership and Retention RSummary Compensation (3)Change in Control Benefits Change in Control Benefits (1) Change in Control Benefits (2) Change in Control Benefits (3) Change in Control Benefits (4)Stock Option Grants Change in Control Benefits (5)Outstanding Equity Awards Change in Control Benefits (6) Change in Control Benefits (7) Change in Control Benefits (8) Change in Control Benefits (9)!Change in Control Benefits (10)!Change in Control Benefits (11)Benefit Formula!Norwegian Supplementary Program NO TITLE (2)!LONGTERM INCENTIVE COMPENSATION!LONGTERM INCENTIVE COMPENSA (1)!Executive Benefits and Payments!Executive Benefits and Paym (1)!Executive Benefits and Paym (2)!Executive Benefits and Paym (3)!Executive Benefits and Paym (4)!Executive Benefits and Paym (5)!Executive Benefits and Paym (6)!Executive Benefits and Paym (7)!Executive Benefits and Paym (8)!THE BOARD OF DIRECTORS RECOMMEN!OUTSTANDING SHARES OF COMMON ST NO TITLE (3)Beneficial Ownership!OUTSTANDING SHARES OF COMMO (1)!OUTSTANDING SHARES OF COMMO (2)!OUTSTANDING SHARES OF COMMO (3)U } $ } $} } } } I } $ } $} I;} } I } $ 9     FMC TECHNOLOGIES INCDEF 14A 03/25/2016*"OUTSTANDING SHARES OF COMMON STOCK      FMC TECHNOLOGIES, INC.                       2 *The Board of Directors recommends you vote          FOR  Items 1, 2 and 3:               ~ Election of Directors           Nominees:          +#To be elected for a one-year term:? ForAgainstAbstain   For Against Abstain       1a. Clarence P. Cazalot, Jr. ? ? ?  1h. Joseph H. Netherland  ?  ?  ?       1b.!Eleazar de Carvalho Filho ? ? ? 1i. Peter Oosterveer  ?  ?  ?       1c.C. Maury Devine ? ? ?! 1j. Richard A. Pattarozzi  ?  ?  ?       1d.Claire S. Farley ? ? ? 1k. Kay G. Priestly  ?  ?  ?       1e. John T. Gremp ? ? ? 1l. James M. Ringler  ?  ?  ?       1f.Thomas M. Hamilton ? ? ?~  1 )Ratify the appointment of KPMG LLP as the  ?  ?  ? Dvl}qeY#5Jqt !"#$%&'()*+,-./012345678         0 (independent registered public accounting!!!!!!!!!! firm for 2016."""""""""" " " " " ## #1g.# Peter Mellbye #? #? #?#~ #9# 1Advisory approval of 2015 executive compensation. # ? # ? # ?# $$$$$$$$$$ $ $ $ $ %3%+For address changes and/or comments, please%% %?%1%)NOTE: Such other business as may properly% % % % &1&)check this box and write them on the back&&&&2&*come before the meeting or any adjournment''where indicated.'''''thereof.(((((((((( ( ( ( ( )2)*Please indicate if you plan to attend this )? )?)))) ) ) ) ) **meeting.++++++++ + + + + ,,,, ,Yes ,No,,,, , , , , ---------- - - - - .1.)NOTE: Please sign as name appears hereon..... . . . . /3/+Joint owners should each sign. When signing0-0%as attorney, executor, administrator,131+trustee or guardian, please give full title22as such.33333 3 3 3 3 45$6____________________________17)Created by Morningstar Document Research.08(http://documentresearch.morningstar.com/6I `2AI)D`#TH<=PF0*8X> @88 77 66 221100//..**))'''' &&&& %%%%      Root Entry FBook  S  !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~      !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~      !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~      !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~      !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^