Document


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 30, 2019
__________________________________________________________________________
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:
o
Written communications pursuant to Rule 425 under the Securities Act
 
 
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act
 
 
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
 
 
o
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
o
 
 
 
 
 
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.
 
o
 





Item 5.07.    Submission of Matters to a Vote of Security Holders
(a)
We held our annual meeting of stockholders on April 30, 2019 (the “Annual Meeting”); 131,608,289 shares of common stock were entitled to be voted; 117,107,651 shares were voted in person or by proxy.
(b)
At the Annual Meeting, Pierre Brondeau, Eduardo E. Cordeiro, G. Peter D’Aloia, C. Scott Greer, K’Lynne Johnson, Dirk A. Kempthorne, Paul J. Norris, Margareth Øvrum, Robert C. Pallash, William H. Powell and Vincent R. Volpe, Jr. 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 2020. The number of votes cast for, withheld, abstained, and the number of broker non-votes with respect to each nominee is set forth below:
    
 
 
For
 
Withhold
 
Abstain
 
Broker Non-Votes
Pierre Brondeau
 
103,221,526
 
4,670,077
 
401,863
 
8,814,185
Eduardo E. Cordeiro
 
107,064,557
 
986,757
 
242,152
 
8,814,185
G. Peter D'Aloia
 
104,909,708
 
3,143,392
 
240,366
 
8,814,185
C. Scott Greer
 
104,311,733
 
3,735,118
 
246,615
 
8,814,185
K’Lynne Johnson
 
107,736,760
 
315,453
 
241,253
 
8,814,185
Dirk A. Kempthorne
 
106,980,778
 
1,087,994
 
224,694
 
8,814,185
Paul J. Norris
 
103,582,950
 
4,466,423
 
244,093
 
8,814,185
Margareth Øvrum
 
106,717,166
 
1,258,422
 
317,878
 
8,814,185
Robert C. Pallash
 
106,625,477
 
1,413,959
 
254,030
 
8,814,185
William H. Powell
 
107,663,647
 
382,904
 
246,915
 
8,814,185
Vincent R. Volpe, Jr
 
106,333,956
 
1,707,761
 
251,749
 
8,814,185

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, 2019. The number of votes cast for, against and abstained with respect to this proposal is set forth below:
 
Votes
For:
112,744,597
Against:
3,865,306
Abstain:
497,748

Accordingly, the selection of KPMG LLP as the company’s independent registered public accounting firm for 2019 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:
100,790,836
Against:
7,053,634
Abstain:
448,996
Broker Non-Votes:
8,814,185





(e)
At the Annual Meeting, the stockholders also voted to approve a proposed amendment to the Company’s Restated Certificate of Incorporation and the Company’s Restated By-Laws to remove the supermajority vote requirement for the removal of directors. The number of votes cast for, against and abstained with respect to this proposal is set forth below:
 
Votes
For:
107,675,294
Against:
299,229
Abstain:
318,943
Broker Non-Votes:
8,814,185
    
Accordingly, the proposed amendment to the Company’s Restated Certificate of Incorporation and the Company’s Restated By-Laws to remove the supermajority vote requirement for the removal of directors was approved.






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 and Secretary
Date: May 1, 2019