FMC (FMC) Proxy Filing summary

Executive summary

• The 2026 Annual Meeting will be held virtually on April 28, 2026, with voting on key governance, compensation, and capital structure proposals.

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

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

Voting matters and shareholder proposals

• Election of ten directors for one-year terms, with board size reduced due to retirements and resignations.

• Ratification of KPMG LLP as independent auditor for 2026.

• Advisory vote on executive compensation, with recent changes in response to low prior support.

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

• Proposal 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 comprises a majority of independent directors with diverse backgrounds and expertise.

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

• Annual board and committee self-evaluations, director onboarding, and continuing education.

• Lead Director role transitions to Eduardo E. Cordeiro after the 2026 meeting.

• Director compensation reviewed annually, with increased retainer for Lead Director.

• Stock ownership guidelines require directors to hold at least five times the annual retainer.