Shareholder Vote

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, 2024 __________________________________________________________________________ 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 5.07. 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