UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________________________________________________________

FORM 8-K

_______________________________________________________________________

CURRENT REPORT

Pursuant to Section 13 or 15 (d) ~~of the~~

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~April~~May 2819, 2026

__________________________________________________________________________

FMC CORPORATION

(Exact name of registrant as specified in its charter)

__________________________________________________________________________

Delaware

1-2376

94-0479804

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

Delaware		1-2376		94-0479804
2929 Walnut Street Philadelphia, Pennsylvania	19104
(State or other jurisdiction ofincorporation or organization)		(Commission File Number)		(I.R.S. EmployerIdentification No.)
(Address of principal executive offices)	(Zip Code)
2929 Walnut Street		Philadelphia	Pennsylvania	19104
(Address of Principal Executive Offices)				(Zip Code)

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

~~__________________________________________________________________________~~(Former Name or Former Address, if Changed Since Last Report)

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 filing is intended to simultaneously satisfy the filing obligations of the registrant under any of the following provisions:

~~Check~~☐ ~~the~~Written ~~appropriate~~communications ~~box~~pursuant ~~below if the Form 8-K is intended~~ to ~~simultaneously~~Rule ~~satisfy~~425 ~~the~~under ~~filing obligation of~~ the ~~registrant~~Securities ~~under~~Act ~~any~~(17 ofCFR ~~the following provisions:~~230.425)

☐ ~~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)17 ~~under~~CFR ~~the Exchange Act ☐ Pre~~240.14a-~~commencement communications pursuant to Rule 13e-4(c~~12) ~~under the Exchange Act~~

~~Indicate~~☐ byPre-commencement ~~check~~communications ~~mark~~pursuant ~~whether~~to ~~the registrant is an emerging growth company as defined in as defined in~~ Rule ~~405 of the Securities Act of 1933~~ 14d-2(~~§230.405 of this chapter~~b) orunder ~~Rule 12b-2 of~~ the ~~Securities~~ Exchange Act of(17 ~~1934~~CFR (§240.~~12b~~14d-2 ~~of this chapter~~(b). )

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.

☐

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~ITEM~~Securities ~~5.02. DEPARTURES~~registered OFpursuant ~~DIRECTORS~~to ORSection ~~CERTAIN~~12(b) ~~OFFICERS;~~of ~~ELECTION~~the ~~OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.~~Act:

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.


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

AtIndicate ~~the~~by ~~2026~~check ~~Annual~~mark ~~Meeting~~whether ~~of Stockholders (~~the ~~“Annual~~registrant ~~Meeting”)~~is ofan ~~FMC~~emerging ~~Corporation,~~growth ~~stockholders~~company ~~voted~~as todefined ~~approve~~in ~~the~~Rule ~~FMC~~405 ~~Corporation~~of ~~2026 Incentive Stock Plan (~~the ~~“Plan”)~~Securities ~~and,~~Act ~~accordingly, the Plan became effective as~~ of ~~April~~1933 ~~28, 2026~~(§230. ~~Our~~405 ~~Board~~ of ~~Directors approved~~this ~~the~~chapter) ~~Plan~~or onRule ~~January~~12b-2 ~~30,~~of ~~2026, subject to stockholder approval. The Plan replaced~~ the ~~FMC~~Securities ~~Corporation~~Exchange ~~2023~~Act ~~Incentive Stock Plan, as amended on July 21, 2023. A description~~ of ~~the~~1934 ~~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~~§240.0212b-2 byof ~~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~~chapter).

~~ITEM~~Emerging ~~5.03. AMENDMENTS~~growth ~~TO ARTICLES OR INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR~~company ☐

~~Also~~If atan ~~the~~emerging ~~Company’s~~growth ~~Annual Meeting~~company, ~~stockholders~~indicate ~~approved~~by ~~certain~~check ~~amendments~~mark ~~(the~~if ~~“Charter Amendments”) to~~ the ~~Company’s~~registrant ~~Restated~~has ~~Certificate~~elected ofnot ~~Incorporation~~to ~~(the~~use ~~“Certificate of Incorporation”). As further described in Proposal 7 in~~ the ~~Company’s~~extended ~~Proxy~~transition ~~Statement,~~period ~~the Charter Amendments provide~~ for ~~certain~~complying ~~miscellaneous~~with ~~amendments~~any tonew ~~the~~or ~~Certificate~~revised offinancial ~~Incorporation.~~accounting ~~The~~standards ~~Charter~~provided ~~Amendments~~pursuant ~~became~~to ~~effective~~Section ~~upon the filing of a Certificate of Amendment~~ 13(~~the “Certificate of Amendment”~~a) ~~with the Secretary~~ of ~~State of~~ the ~~State~~Exchange ~~of Delaware on April 29, 2026~~Act. ☐

~~The~~Item 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 business8.01 ~~The~~Other ~~Amended and Restated By-laws became effective on April 28, 2026~~Events.

~~The~~On ~~foregoing~~May 19, ~~summary~~2026, isFMC ~~not~~Corporation ~~complete~~(the ~~and~~“Company”) isannounced ~~qualified~~a proposed offering of $750.0 million aggregate principal amount of senior secured notes due 2031 (the “Notes”) in ~~its~~a ~~entirety~~private byoffering ~~reference~~(the “Offering”) to ~~the~~persons ~~full~~reasonably ~~text~~believed ofto be qualified institutional buyers in reliance on Rule 144A under the ~~Certificate~~Securities Act of ~~Amendment~~1933, ~~and~~as amended (the ~~Amended~~“Securities Act”), and ~~Restated~~to Bynon-~~laws,~~U.S. apersons ~~copy~~outside of ~~which~~the isUnited ~~filed~~States aspursuant ~~Exhibit~~to 3Regulation S under the Securities Act.1 The Notes will be issued by the Company and ~~Exhibit~~will ~~3.2,~~be ~~respectively~~fully and unconditionally guaranteed, jointly and ~~incorporated~~severally, by ~~reference~~various ~~herein~~subsidiaries of the Company organized under the laws of the United States, Switzerland, the Netherlands, Canada and Singapore (the “Subsidiary Guarantors”).

~~ITEM~~The 5Company intends to use the net proceeds from the Offering to fund the repurchases or redemption of the Company’s outstanding 3.~~07. SUBMISSION~~200% OFSenior ~~MATTERS~~Notes TOdue AOctober 1, ~~VOTE~~2026, OFto ~~SECURITY~~repay ~~HOLDERS~~outstanding borrowings under the Company’s Fifth Amended and Restated Credit Agreement, dated as of June 17, 2022, and for general corporate purposes, including the repayment of other debt.

~~The~~On ~~Company held its Annual Meeting on April 28~~May 19, 2026~~; 125~~,~~045,033~~ ~~shares~~the ofCompany ~~common~~posted ~~stock~~to ~~were~~the ~~outstanding~~News ~~and~~page ~~entitled~~on toits bewebsite ~~voted~~a aspress ofrelease ~~February~~announcing ~~27, 2026,~~ the ~~record~~commencement ~~date~~of ~~for~~ the ~~Annual~~Offering. ~~Meeting;~~A ~~106,620,682~~copy ~~shares~~of ~~were present at~~ the ~~Annual~~press ~~Meeting~~release inis ~~person~~attached orhereto byas ~~proxy,~~Exhibit ~~representing approximately 85~~99.~~26%~~1 ofand ~~the~~incorporated ~~shares~~herein ~~outstanding~~by ~~as of the record date~~reference.

AtThe ~~the~~Notes ~~Annual~~and ~~Meeting,~~related ~~Pierre~~guarantees ~~Brondeau,~~will ~~Michael~~not F.be ~~Barry,~~registered ~~Eduardo~~under E.the ~~Cordeiro~~Securities Act of 1933, ~~Carol~~as ~~Anthony~~amended (the “~~John~~Securities Act”) ~~Davidson~~, ~~Kathy~~or L.the ~~Fortmann,~~securities ~~K’Lynne~~laws ~~Johnson,~~of ~~Steven~~any T.other ~~Merkt~~jurisdiction, ~~John~~and M.will ~~Raines,~~not ~~and~~be ~~Patricia~~offered ~~Verduin,~~or Phsold in the United States absent registration or an applicable exemption from the registration requirements of the Securities Act.D. ~~were~~The ~~each~~Notes ~~duly~~will ~~nominated~~be ~~for~~offered ~~and~~only ~~elected~~to bypersons reasonably believed to be qualified institutional buyers in accordance with Rule 144A under the ~~stockholders~~Securities Act and to ~~our~~non-U.S. ~~Board~~persons in accordance with Regulation S under the Securities Act. ~~These~~There ~~individuals~~can be no assurance that the issuance and sale of any debt securities of the Issuer will ~~serve~~be onconsummated. ~~our~~This ~~Board~~Current ~~for~~Report aon ~~one~~Form 8-~~year~~K ~~term~~shall ~~expiring~~not inconstitute ~~2027.~~an ~~The~~offer ~~number~~to sell or a solicitation of ~~votes~~an ~~cast~~offer ~~for,~~to ~~against,~~buy ~~abstained~~any securities, ~~and~~nor ~~the~~shall ~~number~~there be any sale of ~~broker~~securities ~~non-votes~~in ~~with~~any ~~respect~~state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to ~~each~~registration ~~nominee~~or isqualification ~~set~~under ~~forth~~the ~~below:~~securities laws of any such state or jurisdiction.

	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

Statement under the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995:

~~Accordingly~~FMC and its representatives may from time to time make written or oral statements that are “forward-looking” and provide information other than historical information, ~~each~~including ofstatements contained in this Current Report, in FMC’s other filings with the ~~nominees~~SEC, ~~was~~and ~~duly~~in ~~elected~~presentations, reports or letters to FMC stockholders.

AtIn ~~the~~some ~~Annual~~cases, ~~Meeting~~FMC has identified these forward-looking statements by such words or phrases as “outlook,” ~~the~~“will ~~stockholders~~likely ~~voted~~result,” on“is confident that,” “expect,” “expects,” “should,” “could,” “may,” “will continue to,” “believe,” “believes,” “anticipates,” “predicts,” “forecasts,” “estimates,” “projects,” “potential,” “intends” or similar expressions identifying “forward-looking statements” within the ~~ratification~~meaning of the ~~Audit~~Private ~~Committee’s~~Securities ~~approval~~Litigation Reform Act of 1995, including the negative of those words or phrases. Such forward-looking statements are based on our current views and assumptions regarding future events, future business conditions and the outlook for the ~~continuing~~company ~~service~~based on currently available information. The forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause actual results to be materially different from any results, levels of ~~KPMG~~activity, ~~LLP~~performance asor achievements expressed or implied by any forward-looking statement. These statements are qualified by reference to the ~~Company’s~~risk ~~independent~~factors ~~registered~~included ~~public~~in ~~accounting~~Part ~~firm~~I, Item 1A of our Annual Report on Form 10-K for the ~~fiscal~~ year ~~ending~~ended December 31, ~~2026.~~2025 ~~The~~(the ~~number~~“2025 Form 10-K”), the section captioned “Forward-Looking Information” in Part II of ~~votes~~the ~~cast~~2025 ~~for,~~Form ~~against~~10-K and ~~abstained~~to similar risk factors and cautionary statements in all other reports and forms filed with ~~respect~~the SEC. We wish to ~~this~~caution ~~proposal~~readers isnot ~~set~~to ~~forth~~place ~~below:~~undue reliance on any such forward-looking statements, which speak only as of the date made. Forward-looking statements are qualified in their entirety by the above cautionary statement.

For

Against

Abstain

Broker Non-Votes

102,242,099

4,036,525

342,058

N/A

Item 9.01

Financial Statements and Exhibits.

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


Exhibit Number		Description

99.1		Press Release, dated May 19, 2026, announcing proposed offering of senior secured notes.

104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

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~~Andrew ~~PONESSA~~D. ~~Sara~~Sandifer ~~PonessaExecutive~~Andrew ~~Vice~~D. ~~President,~~Sandifer ~~General~~Executive ~~Counsel~~Vice President and ~~Corporate~~Chief ~~Secretary~~Financial Officer

Date: ~~April 29~~May 19, 2026

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