FMC CORP (FMC)
Sector: Materials
2026 Annual Meeting Analysis
FMC CORP · Meeting: April 28, 2026
Directors FOR
3
Directors AGAINST
7
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Brondeau has served as a director since 2010 and as CEO since June 2024; FMC's 3-year stock return is -86.5% versus the peer group median of -2.3%, a gap of -84.2 percentage points that far exceeds the 20-point trigger threshold, and the 5-year gap of -81.0pp confirms this is sustained underperformance rather than a temporary dip, warranting a vote against.
Cordeiro has served since 2011, giving him full overlap with the 3-year underperformance period; FMC's stock fell -86.5% over three years while peers declined only -2.3% (a gap of -84.2pp, far beyond the 20pp threshold), and the 5-year data shows an equally severe gap of -81.0pp confirming sustained underperformance.
Davidson has served since July 2020, giving him meaningful overlap with the full 3-year underperformance period; the 3-year stock return gap of -84.2pp far exceeds the 20pp trigger, and the 5-year gap of -81.0pp confirms this is not a recent short-term development.
Fortmann joined in 2022, giving her more than 24 months of tenure and meaningful overlap with the 3-year underperformance period; the 3-year gap of -84.2pp far exceeds the 20pp trigger, and while her tenure does not cover the full 5-year window, the severity of the underperformance during her tenure supports an against vote.
Johnson has served since 2013 with full overlap over both the 3-year and 5-year measurement periods; the 3-year stock return gap of -84.2pp vastly exceeds the 20pp trigger threshold, and the 5-year gap of -81.0pp confirms that underperformance is sustained and not a temporary trough.
Kempthorne has served since 2009 with full overlap over both measurement periods; the 3-year peer gap of -84.2pp far exceeds the 20pp trigger, and the 5-year gap of -81.0pp confirms sustained destruction of shareholder value relative to peers throughout his tenure.
Verduin joined in 2023, giving her more than 24 months of board service and meaningful overlap with the 3-year underperformance period; the 3-year peer gap of -84.2pp far exceeds the 20pp trigger, and while her tenure began during an already-underperforming period (a mitigating factor), the severity and duration of underperformance during her watch still warrants an against vote.
For Analysis
Barry joined the board in February 2026, well within the 24-month new-director exemption from the TSR trigger, and brings relevant chemical industry and financial expertise as former CEO and CFO of Quaker Houghton.
The proxy does not disclose Merkt's start date as director (no 'Director Since' year listed in the filing beyond context suggesting recent appointment), and based on available information his tenure appears to overlap with the underperformance period but the filing text does not confirm he has served more than 24 months; given this ambiguity, the exemption for newer directors is applied and he receives a FOR vote, noting he brings strong operational and cybersecurity expertise.
Raines has served since 2024, which is within the 24-month new-director exemption from the TSR trigger, and he brings relevant agricultural technology and digital agriculture expertise to the board.
FMC's stock has declined approximately 87% over three years while its peer group fell only 2.3% — a gap of over 84 percentage points that far exceeds the 20-point trigger threshold under our policy. The 5-year data confirms this is sustained underperformance, not a temporary dip. We vote AGAINST all directors with meaningful tenure overlap (Brondeau, Cordeiro, Davidson, Fortmann, Johnson, Kempthorne, Verduin), holding the board accountable for one of the most severe stock underperformance records in the sector. Barry and Raines are exempt as recently appointed directors, and Merkt receives benefit of the doubt due to insufficient tenure disclosure.
Say on Pay
✗ AGAINSTCEO
Pierre Brondeau
Total Comp
$12,038,391
Prior Support
50.56%%
FMC's prior Say on Pay vote received only 50.56% support — well below the 70% threshold that triggers an automatic Against vote unless meaningful changes are made; while the company did make some structural changes (formal severance policy, single EBITDA metric for annual incentives, modified performance stock award design), these are incremental and do not fully address the core concern of paying a CEO $12 million during a period when the stock lost approximately 87% of its value and dramatically underperformed chemical industry peers. The company's own acknowledgment that stock decline demonstrates pay-for-performance alignment because realized pay fell is not a sufficient response — the reported value of awards granted to the CEO of $12 million remains high relative to benchmarks for a company whose market cap has fallen to $1.8 billion, raising serious pay-level concerns independent of realized pay. Shareholders who voted against last year saw only partial remediation of their concerns, and the fundamental misalignment between executive compensation levels and shareholder experience has not been adequately resolved.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$11,913,000
Non-Audit Fees
$2,001,000
Non-audit fees (including audit-related fees of $323K, tax fees of $706K, and all other fees of $972K) total approximately $2,001,000 against audit fees of $11,913,000, producing a non-audit ratio of approximately 16.8% — well within the 50% threshold on their own; however, when all non-core fees are combined as required by policy, the ratio remains below 50% and would normally support a FOR vote. Re-examining: Audit-Related Fees $323K + Tax Fees $706K + All Other Fees $972K = $2,001K non-audit vs $11,913K audit = 16.8%, which is below the 50% threshold, so the non-audit trigger does not fire. KPMG's tenure is not disclosed in the proxy, so the tenure trigger cannot fire. No material restatements are disclosed. KPMG is a Big 4 firm appropriate for FMC's size. Vote is FOR.
Stockholder Proposals
4 proposals submitted by shareholders
Proposal 4
Proposal to Approve an Amendment to Eliminate Supermajority Voting Provisions in our Certificate of Incorporation
Eliminating supermajority voting requirements is a mainstream governance improvement that gives ordinary shareholders a stronger voice — currently, changing certain charter provisions requires 80% of all outstanding shares to agree, which is an exceptionally high bar that entrenches the status quo. This proposal received support from more than 73% of all outstanding shares last year (not just votes cast), demonstrating broad shareholder support, and the board is re-submitting it in direct response to that mandate. Removing supermajority provisions shifts power toward shareholders and is unambiguously pro-shareholder.
Proposal 5
Proposal to Approve an Amendment to Eliminate Supermajority Voting Provisions for Certain Business Combinations in our Certificate of Incorporation
This proposal reduces the vote required to approve certain mergers and business combinations from a supermajority of 80% (or 66.7% under Delaware's default law) down to a simple majority, making it easier for shareholders to approve or reject major transactions on equal footing. The company is also replacing the existing provision with a mirror provision that preserves protections against coercive takeover tactics while removing the excessive vote threshold. Broad shareholder support in the prior year and the pro-shareholder nature of reducing supermajority requirements make this an easy FOR.
Proposal 6
Proposal to Approve Amendments to the Certificate of Incorporation and By-Laws to Provide Stockholders the Right to Call a Special Meeting of Stockholders at a 25% Ownership Threshold
Currently shareholders have no right to call special meetings at all — only the board can do so. This proposal grants shareholders that right for the first time, at a 25% ownership threshold which the company notes is the most common standard among S&P 500 companies. While last year's stockholder proposal requested a lower 10% threshold and received 63% support, the board's proposal at 25% is a meaningful governance improvement from the current baseline of zero shareholder rights to call meetings. Gaining this right, even at a higher threshold, is a clear step forward for shareholder democracy and warrants support.
Proposal 7
Proposal to Approve Certain Miscellaneous Amendments to our Certificate of Incorporation
This proposal makes routine updates and modernizations to the certificate of incorporation — removing outdated purpose-clause language, clarifying existing rights around preferred stock and preemptive rights, and conforming provisions to current Delaware law. None of the described changes entrench management or reduce shareholder rights, and updating governing documents to reflect current law is standard corporate housekeeping. There is no reason to vote against.
Overall Assessment
FMC's 2026 annual meeting ballot is dominated by the consequences of one of the worst stock price collapses in the specialty chemicals sector — an 87% decline over three years against a peer group that was essentially flat — which drives Against votes on most long-tenured directors and the CEO's compensation package (which also failed to reach 70% support last year). On the positive side, the board is proposing a meaningful package of pro-shareholder governance reforms (eliminating supermajority voting requirements, reducing business combination vote thresholds, and granting shareholders the right to call special meetings for the first time), all of which merit support.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing