FMC (FMC) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on April 28, 2026, with voting on key governance and compensation matters.

• The agenda includes director elections, auditor ratification, executive compensation, amendments to governance documents, and a new incentive stock plan.

• Shareholder engagement and feedback have influenced recent changes to executive compensation and governance proposals.

Voting matters and shareholder proposals

• Election of ten directors for one-year terms.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory vote on executive compensation (say-on-pay).

• Amendments to eliminate supermajority voting provisions and standards for business combinations.

• Amendments to allow shareholders with 25% ownership to call special meetings.

• Miscellaneous amendments to modernize the Certificate of Incorporation.

• Approval of the 2026 Incentive Stock Plan.

Board of directors and corporate governance

• Board will be reduced to 10 members post-meeting, with a focus on diversity, independence, and relevant industry experience.

• Five standing committees: Audit, Compensation and Human Capital, Nominating and Corporate Governance, Executive, and Sustainability.

• All non-employee directors are independent; director compensation is benchmarked and reviewed annually.

• Shareholder nomination and proxy access provisions are in place.

• Directors are subject to stock ownership guidelines and annual performance reviews.