FMC CORP

Regulatory Filings • May 1, 2024

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

___________

CURRENT REPORT

Pursuant to Section 13 or 15 (d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) April 30, 2024

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FMC CORPORATION

(Exact name of registrant as specified in its charter)

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Delaware	1-2376		94-0479804
(State or other jurisdiction of incorporation or organization)	(Commission File Number)		(I.R.S. Employer Identification No.)
2929 Walnut Street	Philadelphia	Pennsylvania	19104
(Address of Principal Executive Offices)			(Zip Code)

Registrant’s telephone number, including area code: 215 - 299-6000

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

Title of each class	Trading Symbol	Name of each exchange on which registered
Common Stock, par value $0.10 per share	FMC	New York Stock Exchange

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

☐	Written communications pursuant to Rule 425 under the Securities Act
☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

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

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

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Company held its Annual Meeting on April 30, 2024; 124,816,655 shares of common stock were entitled to be vot ed; 114,399,172 shares were voted in person or by proxy.

(b) At the Annual Meeting, Pierre Brondeau, Eduardo E. Cordeiro, Carol Anthony (“John”) Davidson, Mark Douglas, Kathy L. Fortmann, C. Scott Greer, K’Lynne Johnson, Dirk A. Kempthorne, Margareth Øvrum, Robert C. Pallash, and Patricia Verduin, Ph.D. were each duly nominated for, and elected by the stockholders to our Board of Directors (the “Board”). These individuals will serve on our Board for a one-year term expiring in 2025. The number of votes cast for, against, abstained, and the number of broker non-votes with respect to each nominee is set forth below:

	For	Against	Abstain	Broker Non-Votes
Pierre Brondeau	98,151,790	5,028,604	68,490	11,150,288
Eduardo E. Cordeiro	96,621,132	6,560,445	67,307	11,150,288
Carol Anthony ("John") Davidson	99,849,420	3,334,949	64,515	11,150,288
Mark Douglas	100,701,535	2,475,095	72,254	11,150,288
Kathy L. Fortmann	97,278,876	5,905,725	64,283	11,150,288
C. Scott Greer	94,363,608	8,807,437	77,839	11,150,288
K’Lynne Johnson	96,865,748	6,301,542	81,594	11,150,288
Dirk A. Kempthorne	95,724,622	7,441,598	82,664	11,150,288
Margareth Øvrum	100,033,534	3,147,164	68,186	11,150,288
Robert C. Pallash	97,550,294	5,630,421	68,169	11,150,288
Patricia Verduin, Ph.D.	99,716,777	3,467,333	64,774	11,150,288

Accordingly, each of the nominees was duly elected.

(c) At the Annual Meeting, the stockholders also voted on the ratification of the Audit Committee’s approval for the continuing service of KPMG LLP as the company’s independent registered public accounting firm for the fiscal year ending December 31, 2024. The number of votes cast for, against and abstained with respect to this proposal is set forth below:

	Votes
For:	107,474,727
Against:	6,592,523
Abstain:	331,922

Accordingly, the selection of KPMG LLP as the company’s independent registered public accounting firm for 2024 was ratified.

(d) At the Annual Meeting, the stockholders also voted, in a non-binding advisory vote, to approve the compensation of the Company’s named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The number of votes cast for, against and abstained, and the number of broker non-votes, with respect to this proposal is set forth below:

	Votes
For:	91,830,419
Against:	11,192,405
Abstain:	226,060
Broker Non-Votes:	11,150,288

(e) At the Annual Meeting, the stockholders voted upon and approved a stockholder proposal requesting simple majority vote. The number of votes cast for, against and abstained, and the number of broker non-votes, with respect to this proposal is set forth below:

	Votes
For:	101,923,656
Against:	1,140,511
Abstain:	184,717
Broker Non-Votes:	11,150,288

SIGNATURES

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

FMC CORPORATION (Registrant)
By:	/s/ MICHAEL F. REILLY
	Michael F. Reilly Executive Vice President, General Counsel, Chief Compliance Officer and Secretary

Date: May 1, 2024