FMC (NYSE: FMC) holders approve 2026 plan amid mixed charter votes

Rhea-AI Filing Summary

FMC Corporation held its Annual Meeting of Stockholders, where investors elected nine directors for one-year terms, approved the FMC Corporation 2026 Incentive Stock Plan, and ratified KPMG LLP as independent auditor for the fiscal year ending December 31, 2026.

Stockholders approved miscellaneous amendments to the Restated Certificate of Incorporation and the Board adopted related by-law updates, including technical changes to advance notice provisions. Proposals to eliminate supermajority voting provisions and to allow 25% holders to call special meetings did not achieve the required 80% voting power. The Company also reported the passing of long-serving director Dirk A. Kempthorne.

8-K Event Classification

4 items: 5.02, 5.03, 5.07, 9.01

4 items

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance

Key personnel changes including departures, elections, or appointments of directors and executive officers.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year Governance

The company amended its charter documents, bylaws, or changed its fiscal year.

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, and exhibit attachments filed with this report.

Key Figures

Shares outstanding: 125,045,033 shares Shares represented at meeting: 106,620,682 shares Auditor ratification votes for: 102,242,099 votes +5 more

8 metrics

Shares outstanding 125,045,033 shares Common stock outstanding and entitled to vote as of February 27, 2026 record date

Shares represented at meeting 106,620,682 shares Shares present in person or by proxy at April 28, 2026 Annual Meeting (approximately 85.26% of outstanding)

Auditor ratification votes for 102,242,099 votes Votes in favor of KPMG LLP as independent registered public accounting firm for fiscal year 2026

Say-on-pay votes for 53,918,283 votes Votes approving compensation of named executive officers in non-binding advisory vote

Votes for removing supermajority provisions 82,751,482 votes Support for amendment to eliminate supermajority voting provisions in Certificate of Incorporation

Votes for 25% special meeting right 84,374,493 votes Support for amendment to allow stockholders with 25% ownership to call a special meeting

Votes for miscellaneous charter amendments 84,076,549 votes Support for miscellaneous amendments to Restated Certificate of Incorporation

Votes for 2026 Incentive Stock Plan 82,074,428 votes Support for FMC Corporation 2026 Incentive Stock Plan proposal

Key Terms

Incentive Stock Plan, supermajority voting provisions, non-binding advisory vote, broker non-votes, +2 more

6 terms

Incentive Stock Plan financial

"stockholders voted to approve the FMC Corporation 2026 Incentive Stock Plan (the “Plan”)"

supermajority voting provisions regulatory

"a proposal to approve an amendment to eliminate supermajority voting provisions in the Company’s Certificate of Incorporation"

non-binding advisory vote regulatory

"the stockholders voted, in a non-binding advisory vote, to approve the compensation of the Company’s named executive officers"

A non-binding advisory vote is a shareholder vote that expresses investors’ opinion on a proposal (such as executive pay, corporate policy, or governance practices) but does not legally force the company to act. Think of it like a customer survey: it signals whether owners approve or disapprove and can pressure boards and managers to change course, so investors watch the result as an indicator of governance risk and potential future shifts in company strategy or leadership.

broker non-votes financial

"the number of votes cast for, against and abstained, and the number of broker non-votes, with respect to this proposal"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advance notice provisions regulatory

"technical changes related to the advance notice provisions to clarify certain procedural requirements with respect to director nominations"

Advance notice provisions are rules in a company’s bylaws that require shareholders or potential board candidates to give written notice — by a set deadline — before proposing agenda items or nominating directors for a shareholder meeting. Like an RSVP and agenda deadline for a meeting, they help the company plan and prevent last-minute surprises; for investors, they shape the timing and feasibility of shareholder campaigns and influence how quickly governance changes can occur.

Certificate of Amendment regulatory

"became effective upon the filing of a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware"

A certificate of amendment is an official filing that updates a company’s founding documents—its legal “rulebook” that sets share structure, voting rules, name and basic purpose. Think of it like changing the blueprint of a building: small changes are paperwork, big ones can alter who owns how much and who controls decisions. Investors watch these filings because they can affect share counts, voting power, dilution and company value.

Understanding 8-K Material Events →

0000037785FALSE12-3100000377852026-04-282026-04-28

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

 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 28, 2026

__________________________________________________________________________

FMC CORPORATION

(Exact name of registrant as specified in its charter)

__________________________________________________________________________ 

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

__________________________________________________________________________

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 5.02.    DEPARTURES OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

FMC Corporation (the “Company”) announced the passing of Dirk A. Kempthorne, a member of our board of directors (the “Board”) since 2009. The Board expresses its gratitude and appreciation for Mr. Kempthorne’s many years of service to the Company and its stockholders and extends sincere condolences to his family and friends.

At the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of FMC Corporation, stockholders voted to approve the FMC Corporation 2026 Incentive Stock Plan (the “Plan”) and, accordingly, the Plan became effective as of April 28, 2026. Our Board of Directors approved the Plan on January 30, 2026, subject to stockholder approval. The Plan replaced the FMC Corporation 2023 Incentive Stock Plan, as amended on July 21, 2023. A description of the Plan can be found in Proposal 8 in the Company’s Proxy Statement on Schedule 14A filed with the SEC on March 13, 2026 (the “Proxy Statement”), which description is incorporated to this Item 5.02 by reference thereto. Such description does not purport to be complete and is qualified in its entirety by reference to the Plan, which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

ITEM 5.03.    AMENDMENTS TO ARTICLES OR INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

Also at the Company’s Annual Meeting, stockholders approved certain amendments (the “Charter Amendments”) to the Company’s Restated Certificate of Incorporation (the “Certificate of Incorporation”). As further described in Proposal 7 in the Company’s Proxy Statement, the Charter Amendments provide for certain miscellaneous amendments to the Certificate of Incorporation. The Charter Amendments became effective upon the filing of a Certificate of Amendment (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware on April 29, 2026.

The Board also approved certain amendments to the Company’s Restated By-Laws (as amended, the “Amended and Restated By-Laws”), including certain limited technical changes related to the advance notice provisions to clarify certain procedural requirements with respect to director nominations and proposals of business. The Amended and Restated By-laws became effective on April 28, 2026.

The foregoing summary is not complete and is qualified in its entirety by reference to the full text of the Certificate of Amendment and the Amended and Restated By-laws, a copy of which is filed as Exhibit 3.1 and Exhibit 3.2, respectively, and incorporated by reference herein.

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

The Company held its Annual Meeting on April 28, 2026; 125,045,033 shares of common stock were outstanding and entitled to be voted as of February 27, 2026, the record date for the Annual Meeting; 106,620,682 shares were present at the Annual Meeting in person or by proxy, representing approximately 85.26% of the shares outstanding as of the record date.

At the Annual Meeting, Pierre Brondeau, Michael F. Barry, Eduardo E. Cordeiro, Carol Anthony (“John”) Davidson, Kathy L. Fortmann, K’Lynne Johnson, Steven T. Merkt, John M. Raines, and Patricia Verduin, Ph.D. were each duly nominated for and elected by the stockholders to our Board. These individuals will serve on our Board for a one-year term expiring in 2027. 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			81,922,845			3,145,538			273,738			21,278,561
Michael F. Barry			83,187,115			1,851,468			303,538			21,278,561
Eduardo E. Cordeiro			79,218,085			5,810,563			313,473			21,278,561
Carol Anthony (“John”) Davidson			81,210,727			3,813,987			317,407			21,278,561
Kathy L. Fortmann			82,223,257			2,805,548			313,316			21,278,561
K’Lynne Johnson			63,756,663			21,265,018			320,440			21,278,561
Steven T. Merkt			83,470,350			1,555,736			316,035			21,278,561
John M. Raines			83,473,127			1,553,587			315,407			21,278,561
Patricia Verduin, Ph.D			82,724,472			2,308,798			308,851			21,278,561

Accordingly, each of the nominees was duly elected.

At the Annual Meeting, the stockholders 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, 2026. The number of votes cast for, against and abstained with respect to this proposal is set forth below:

For

Against

Abstain

Broker Non-Votes

102,242,099

4,036,525

342,058

N/A

Accordingly, the selection of KPMG LLP as the company’s independent registered public accounting firm for 2026 was ratified.

At the Annual Meeting, the stockholders 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:

			For			Against			Abstain			Broker Non-Votes
			53,918,283			30,993,888			429,950			21,278,561

Accordingly, the compensation of the Company’s named executive officers was approved in a non-binding advisory vote.

At the Annual Meeting, the stockholders voted upon and did not approve a proposal to approve an amendment to eliminate supermajority voting provisions in the Company’s Certificate of Incorporation. 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:

			For			Against			Abstain			Broker Non-Votes
			82,751,482			2,410,000			180,639			21,278,561

Accordingly, an amendment to eliminate supermajority voting provisions in the Company’s Certificate of Incorporation was not approved as the proposal did not receive the affirmative vote of the holders of 80% or more of the voting power of the outstanding shares entitled to vote at the meeting.

At the Annual Meeting, the stockholders voted upon and did not approve a proposal to approve an amendment to eliminate supermajority voting provisions for certain business combinations in the Company’s Certificate of Incorporation. 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:

			For			Against			Abstain			Broker Non-Votes
			83,172,088			1,985,583			184,450			21,278,561

Accordingly, an amendment to eliminate supermajority voting provisions for certain business combinations in the Company’s Certificate of Incorporation was not approved as the proposal did not receive the affirmative vote of the holders of 80% or more of the voting power of the outstanding shares entitled to vote at the meeting.

At the Annual Meeting, the stockholders voted upon and did not approve a proposal to approve amendments to the Company’s Certificate of Incorporation to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold. 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:

			For			Against			Abstain			Broker Non-Votes
			84,374,493			723,198			244,430			21,278,561

Accordingly, the Special Meeting Charter Amendment was not approved as the proposal did not receive the affirmative vote of the holders of 80% or more of the voting power of the outstanding shares entitled to vote at the meeting.

At the Annual Meeting, the stockholders voted upon and approved a proposal to approve certain miscellaneous amendments to the Company’s Certificate of Incorporation. 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:

			For			Against			Abstain			Broker Non-Votes
			84,076,549			850,616			414,956			21,278,561

Accordingly, an amendment to implement certain miscellaneous amendments to the Company’s Certificate of Incorporation was approved.

At the Annual Meeting, the stockholders voted upon and approved a proposal to approve the FMC Corporation 2026 Incentive Stock Plan. 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:

			For			Against			Abstain			Broker Non-Votes
			82,074,428			3,055,445			212,248			21,278,561

Accordingly, the Plan was approved.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

3.1    Certificate of Amendment to Restated Certificate of Incorporation, effective as of April 29, 2026

3.2     Amended and Restated By-Laws of FMC Corporation as of April 28, 2026

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/ SARA PONESSA
						Sara Ponessa Executive Vice President, General Counsel and Corporate Secretary

Date: April 29, 2026

FAQ

What key matters did FMC (FMC) stockholders approve at the 2026 Annual Meeting?

Stockholders approved nine director nominees, ratified KPMG LLP as 2026 independent auditor, and adopted the FMC Corporation 2026 Incentive Stock Plan. They also approved miscellaneous amendments to the Restated Certificate of Incorporation and acknowledged related updates to the company’s Amended and Restated By-Laws.

How strong was shareholder turnout at FMC’s 2026 Annual Meeting?

Turnout was high, with 106,620,682 shares present in person or by proxy out of 125,045,033 shares entitled to vote. This represented approximately 85.26% of outstanding shares as of the February 27, 2026 record date, indicating broad shareholder participation in governance decisions.

What happened with FMC’s proposals to eliminate supermajority voting provisions?

Stockholders supported removing supermajority provisions but the proposals failed because they did not reach the required 80% voting power threshold. One proposal received 82,751,482 votes for, and another 83,172,088 votes for, but each still fell short of the high approval standard in the charter.

Did FMC (FMC) stockholders approve giving shareholders a 25% special meeting right?

No. A proposal to amend the Certificate of Incorporation to allow stockholders holding 25% of shares to call a special meeting did not pass. It received 84,374,493 votes for but failed to achieve the affirmative vote of 80% or more of the total voting power required.

How did FMC shareholders vote on executive compensation in 2026?

In a non-binding advisory vote, stockholders approved the compensation of FMC’s named executive officers. The proposal received 53,918,283 votes for, 30,993,888 against, and 429,950 abstentions, with 21,278,561 broker non-votes, indicating majority support for the company’s disclosed pay programs.

What governance and organizational changes did FMC implement around the 2026 meeting?

FMC implemented Charter Amendments described as miscellaneous updates and adopted Amended and Restated By-Laws, effective April 28, 2026. By-law changes included limited technical adjustments to advance notice provisions clarifying procedures for director nominations and business proposals submitted by stockholders.

Who was elected to FMC’s board of directors at the 2026 meeting?

Stockholders elected Pierre Brondeau, Michael F. Barry, Eduardo E. Cordeiro, Carol Anthony (“John”) Davidson, Kathy L. Fortmann, K’Lynne Johnson, Steven T. Merkt, John M. Raines, and Patricia Verduin, Ph.D. Each will serve a one-year term on the board, expiring in 2027, subject to usual corporate governance requirements.

Filing Exhibits & Attachments

5 documents

Other Documents

• EX-3.1 EX-3.1 20.8 KB
• EX-3.2 EX-3.2 151.4 KB
• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 1.7 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 22.2 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 12.7 KB