Fmc Corp

This non-binding proposal asks stockholders to approve the Company’s executive compensation disclosures and the compensation of its named executive officers as presented in the proxy. Management frames the vote as an advisory mechanism to gauge stockholder support and to inform future compensation decisions rather than to mandate changes. The Board discloses that prior stockholder support for Say-on-Pay was weak (50.56% in 2025), describes extensive outreach and resulting program changes (including a formal executive severance policy, modifications to CEO sign-on vesting, and simplification of annual incentive metrics to EBITDA), and emphasizes iterative alignment with stockholder feedback. The Board recommends an annual frequency for advisory votes and will consider the outcome when evaluating compensation design. The management justification highlights recent modifications to long-term incentive design (e.g., removal of banking feature for rTSR PSUs granted in 2026 and single three-year performance periods) to strengthen pay-for-performance alignment. Key governance context includes the Compensation Committee’s use of peer benchmarking, independent consultant support, and explicit mechanisms (clawbacks, no repricing without approval, ownership guidelines) intended to mitigate excessive risk. A vote FOR supports management’s view that the program appropriately ties pay to performance while a vote AGAINST would signal continued investor dissatisfaction and could prompt further changes to severance, sign-on, and incentive designs. The proposal is advisory only and does not compel action, but materially influences committee deliberations and future program adjustments.

This management proposal asks stockholders to approve amendments to FMC’s Certificate of Incorporation to remove provisions that require greater-than-simple-majority votes to amend specified charter and bylaw provisions. The Board previously recommended similar changes: a 2024 shareholder proposal passed by majority vote and a 2025 management proposal received >73% support but failed to meet the 80% charter threshold; this renewed management proposal responds to those outcomes and broader shareholder sentiment favoring elimination. The charter currently requires an 80% vote to change certain governance provisions (e.g., board size, terms, special meeting and written consent limitations) and to adopt provisions inconsistent with Article TENTH; removal would convert many amendment items to simple-majority standards, reducing entrenchment and facilitating governance flexibility. Management argues the change aligns with good governance norms, promotes negotiated transactions by lowering amendment hurdles, and reflects stockholder preference while preserving the Board’s discretion to abandon implementation before filing. Notably, adoption requires an 80% affirmative vote to amend the charter itself; failure would leave current supermajority protections in place. From an investor standpoint, elimination reduces takeover- and entrenchment-related protections, potentially increasing responsiveness to majority stockholder will but also altering defenses against opportunistic transactions; the Board frames the amendment as balancing governance modernization with protection of long-term value. The Board recommends FOR, citing stockholder engagement and comparative benchmarking as rationale.

This proposal requests shareholder approval to revise Article NINTH to reduce or eliminate supermajority vote requirements applicable to certain mergers, asset sales, reclassifications and other business combinations involving significant stockholders. Historically, Article NINTH required 80% approval for transactions involving a person who beneficially owned 10% or more of voting stock; Section 203 of Delaware law (which applies by default) requires a 66 2/3% disinterested vote for some transactions with a 15%+ interested stockholder. The Board proposes to (i) opt out of Section 203 and (ii) adopt a ‘Section 203 mirror’ that retains structural protections for stockholders but lowers the vote threshold to a majority of disinterested shares — intended to preserve protections against coercive transactions while facilitating negotiated deals. The Board frames this as a governance modernization consistent with investor preferences and as a response to prior near-majority support in 2024–2025; it stresses that the mirror provision provides comparable protections without the higher supermajority. Procedurally, the Section 203 opt-out and mirror will be delayed 12 months (per DGCL) before the mirror is operative, during which Section 203 remains in effect. The required vote to adopt this amendment is 80%; if approved along with related charter amendments, FMC will file a certificate of amendment to implement the changes. For investors, the change reduces takeover defensive rigidity while maintaining anti-coercion mechanics; management recommends FOR as balancing deal fluidity and shareholder protection.

This management proposal seeks shareholder approval to amend the charter and bylaws to grant stockholders holding at least 25% of outstanding common stock the right to request that the Board call a special meeting. Currently the Certificate and By-Laws limit special meetings to the Board, and amendment of the charter to allow stockholder-called special meetings requires an 80% vote. The Board considered stockholder feedback, governance trends and the 2025 stockholder proposal (which carried 63.2% support at a 10% threshold) and concludes 25% is an appropriate compromise — more permissive than Board-only control but conservative enough to reduce potential for nuisance meetings by small groups. The proposed bylaw provisions include ownership, information and timing requirements, exclusions for improper or duplicative requests, and qualification criteria (full economic and voting ownership). Approval would expand shareholder rights yet maintain procedural safeguards and advance alignment with common corporate governance practices among S&P 500 peers. Because this is a charter/bylaw change, the Board retains implementation discretion and may abandon the amendment prior to filing; adoption requires an 80% vote. Management recommends FOR, citing balance between stockholder empowerment and operational stability.

This proposal asks stockholders to approve a set of housekeeping and modernization amendments to the Certificate of Incorporation that remove obsolete language, clarify preferred stock and dividend participation, update preemptive rights and issuance mechanics consistent with recent DGCL developments, and clean up provisions on interested transactions and inspection rights. Unlike the supermajority and business-combination amendments, these Miscellaneous Amendments require a simple majority to approve and are narrowly tailored to update charter language to current market practice, reduce ambiguity, and leverage Delaware law changes (e.g., enabling board delegation for certain issuances). Management frames these changes as technical improvements that do not alter fundamental governance rights but improve operational and legal clarity, reducing friction for routine corporate actions. For investors, approval should have limited substantive governance impact while improving the Company’s flexibility and alignment with peers; rejection would preserve legacy wording that may be unnecessarily restrictive or outdated. The Board recommends FOR, viewing the amendments as prudent modernization and administrative cleanup.

This proposal requests shareholder approval of the 2026 Plan, which would replace the 2023 Plan and authorize an initial reserve of 5,250,000 Shares plus leftover availability from the 2023 Plan and potential forfeitures, with an aggregate ISO limit equal to 5,250,000 Shares subject to adjustment. The plan is designed to support recruitment, retention and alignment of employees, directors and service providers through a mix of award vehicles (ISOs, NQSOs, SARs, RSUs, PSUs, restricted stock and cash awards) and contains governance-focused provisions: a fungible share pool (full-value awards count as two Shares), restrictions against liberal recycling (no reuse of shares from net-settled option/SAR exercises, withheld taxes or open-market repurchases), prohibition on repricing without stockholder approval, director compensation limits, minimum one-year vesting, no evergreen provision and clawback/recoupment features. The Compensation Committee reviewed dilution metrics (overhang, burn rate) and benchmarked peer practice in setting the reserve; it believes the reserve balances dilution concerns with competitive grant needs. Approval is also required to allow ISOs and to meet NYSE rules; failure to approve would leave the 2023 Plan in effect, potentially exhausting the pool and constraining equity compensation—a material talent and retention risk. The Board recommends FOR, arguing the plan preserves competitive equity compensation while embedding safeguards to protect stockholders from dilution and governance risk.