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) |
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 |
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 |
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 | ||||||
(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 |
(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 |
(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 |
FMC CORPORATION (Registrant) | |||
By: | /s/ MICHAEL F. REILLY | ||
Michael F. Reilly Executive Vice President, General Counsel and Secretary |