FMC CORP 8-K

What Happened FMC Corporation (FMC) filed an 8-K reporting the passing of longtime director Dirk A. Kempthorne (board member since 2009) and summarizing results of its April 28, 2026 Annual Meeting. Stockholders approved the FMC Corporation 2026 Incentive Stock Plan (effective April 28, 2026, replacing the 2023 plan), approved certain miscellaneous amendments to the Certificate of Incorporation (filed April 29, 2026), and approved updates to the Restated By‑Laws (effective April 28, 2026). Nine director nominees were elected and KPMG LLP was ratified as the independent auditor for fiscal 2026.

Key Details

• Record date shares outstanding: 125,045,033; shares present in person or by proxy: 106,620,682 (≈85.26% turnout).
• 2026 Incentive Stock Plan approved: 82,074,428 for; 3,055,445 against; 212,248 abstentions; 21,278,561 broker non‑votes.
• Certificate/charter miscellaneous amendments approved: 84,076,549 for; 850,616 against; 414,956 abstentions. Certificate of Amendment filed with Delaware on April 29, 2026.
• Director elections: 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 elected for one‑year terms. Notable vote spread: K’Lynne Johnson received 63,756,663 for and 21,265,018 against.
• Audit firm ratification (KPMG LLP): 102,242,099 for; 4,036,525 against; 342,058 abstentions.
• Several governance proposals (including elimination of certain supermajority provisions and lowering the special-meeting threshold to 25%) did not pass the required 80% approval threshold.

Why It Matters These outcomes affect FMC’s governance and executive compensation framework. The new 2026 Incentive Stock Plan governs future equity awards to executives and employees (replacing the 2023 plan), which can influence long‑term compensation and potential dilution. Charter and bylaw amendments clarify corporate governance procedures; director elections and the auditor ratification provide continuity in board oversight and financial reporting. Investors should note the vote totals and the failure of several high‑threshold governance changes, which preserves existing supermajority protections and special‑meeting thresholds for now.