FMC Corporation - PRE14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

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	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

FMC CORPORATION

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
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	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

Preliminary Copy
In accordance with Rule 14a-6(d) under Regulation 14A, please be advised that FMC Corporation intends to release definitive copies of this Proxy Statement to security holders on or about March 13, 2026.

FMC Corporation

March [ ], 2026

Dear Stockholder:

It is my pleasure to invite you to attend the Company’s 2026 Annual Meeting of Stockholders. The meeting will be held in a virtual meeting format on Tuesday, April 28, 2026, at 2:00 p.m. EDT. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/FMC2026, where you will be able to listen to the meeting live, submit questions and vote online. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

During the meeting, I will report on the Company’s earnings, results and other achievements during 2025 and on our outlook for 2026. We welcome this opportunity to have a dialogue with our stockholders and look forward to your comments and questions.

Your vote is important. Please vote your proxy promptly so your shares can be represented. Your proxy card includes specific instructions on how to vote.

If you wish to vote during the meeting, please refer to the section of the proxy statement entitled “How to Vote” for specific instructions.

I look forward to the Annual Meeting on April 28^th.

Sincerely,

Pierre Brondeau
Chairman of the Board,
Chief Executive Officer and President

Notice of Annual Meeting of Stockholders

Tuesday, April 28, 2026

2:00 p.m.

Dear Stockholder:

You are invited to the Annual Meeting of Stockholders of FMC Corporation to be held in a virtual meeting format on the date and time noted above. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/FMC2026. There will be no physical location for stockholders to attend.

At the meeting, we will ask you to:

	1.	Elect ten directors, each for a term of one year.
	2.	Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2026.
	3.	Hold an advisory (non-binding) vote on executive compensation.
	4.	Vote on a proposal to approve an amendment to eliminate supermajority voting provisions in our Certificate of Incorporation.
	5.	Vote on a proposal to approve an amendment to eliminate supermajority voting standards for certain business combinations in our Certificate of Incorporation.
	6.	Vote on a proposal to amend the Certificate of Incorporation and By-Laws to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold.
	7.	Vote on a proposal to approve certain miscellaneous amendments to our Certificate of Incorporation.
	8.	Vote on a proposal to approve the FMC Corporation 2026 Incentive Stock Plan.
	9.	Consider and act upon any other business properly brought before the meeting.

THE BOARD RECOMMENDS A VOTE FOR ITS NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2, 3, 4, 5, 6, 7, and 8.

Your vote is important. To be sure your vote counts and ensure a quorum, please vote, sign, date and return the enclosed proxy card whether or not you plan to attend the virtual meeting; or if you prefer, please follow the instructions on the enclosed proxy card for voting by internet or by telephone whether or not you plan to attend the meeting virtually.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 28, 2026:

The proxy statement and the annual report to security holders are available at investors.fmc.com/ financials/annual-reports-and-proxy-statements/. Upon request of any stockholder, a copy of FMC Corporation’s annual report on Form 10-K for the fiscal year ended December 31, 2025, including a list of the exhibits thereto, may be obtained, without charge, by writing to the Company’s Corporate Secretary, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, Pennsylvania 19104.

March [ ], 2026

By order of the Board of Directors,

Sara Ponessa
Executive Vice President,
General Counsel and Secretary

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Table of contents

I.	Information About Voting	5

II.	The Proposals to be Voted on	8

PROPOSAL 1 Election of Directors		8
PROPOSAL 2 Ratification of Appointment of Independent Registered Public Accounting Firm		8
PROPOSAL 3 Advisory (Non-Binding) Vote on Executive Compensation		9
PROPOSAL 4 Proposal to Approve an Amendment to Eliminate Supermajority Voting Provisions in our Certificate of Incorporation		11
PROPOSAL 5 Proposal to Approve an Amendment to Eliminate Supermajority Voting Provisions for Certain Business Combinations in our Certificate of Incorporation		12
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		14
PROPOSAL 7 Proposal to Approve Certain Miscellaneous Amendments to our Certificate of Incorporation		16
PROPOSAL 8 Proposal to Approve the FMC Corporation 2026 Incentive Stock Plan		17

III.	Board of Directors	25

Director Qualifications		25
Nominees for Director		27

IV.	Information about the Board of Directors and Corporate Governance	32

Meetings		32
Committees and Independence of Directors		32
Director Compensation		35
Corporate Governance		37

V.	Security Ownership of FMC Corporation	42

Management Ownership		42
Other Security Ownership		43

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VI.	Executive Compensation	44

Executive Officers		44
Compensation Discussion and Analysis		46
Compensation and Human Capital Committee Report		62
Executive Compensation Tables		63
Potential Payments Upon Termination Or Change In Control		71
CEO Pay Ratio		73
Pay Versus Performance		73
Timing of Equity Awards		77

VII.	Other Matters	78

Audit Committee Report		78
Householding		78
Expenses Relating to this Proxy Solicitation		79

APPENDIX A – Proposed Amendments to the Certificate of Incorporation and By-Laws		80

APPENDIX B – FMC Corporation 2026 Incentive Stock Plan		90

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I. INFORMATION ABOUT VOTING

Solicitation of Proxies

The Board of Directors (also referred to herein as the “Board”) of FMC Corporation (the “Company” or “FMC”) is soliciting proxies for use at the Company’s 2026 Annual Meeting of Stockholders and any postponements or adjournments of that meeting (as so postponed or adjourned, the “2026 Annual Meeting” or the “Annual Meeting”). As permitted by Securities and Exchange Commission (“SEC”) rules, we are making this proxy statement available to our stockholders electronically via the internet on our Investor Relations page at investors.fmc.com/ financials/annual-reports-and-proxy-statements/. On or about March [ ], 2026, we first mailed to our stockholders a Notice containing instructions on how to access this proxy statement, the accompanying form of proxy and the Company’s Annual Report for 2025. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement. The Notice also instructs you on how you may submit your proxy over the internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Participating in the Virtual Annual Meeting

This year our Annual Meeting will be virtual. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all stockholders regardless of their location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting.com/FMC2026 and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 1:45 p.m. Eastern Daylight Savings Time (“EDT”) on April 28, 2026. The meeting will begin promptly at 2:00 p.m. EDT on April 28, 2026.

The virtual meeting platform is fully supported across browsers (Microsoft Edge, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties while accessing the virtual meeting during the check-in or meeting time, a technical assistance phone number will be made available on the virtual meeting registration page 15 minutes prior to the start of the meeting.

You may submit a question before the meeting online at www.proxyvote.com after logging in with your 16-digit control number. Questions may also be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/FMC2026. We will post questions and answers if applicable to our business on our Investor Relations website shortly after the meeting.

Whether or not you participate in the virtual meeting, it is important that your shares be represented and counted as part of the voting process. Accordingly, whether or not you plan to attend the virtual meeting, we urge you to promptly vote, sign, date and return the enclosed proxy card or, if you prefer, please follow the instructions on the enclosed proxy card for voting by internet or by telephone.

Agenda Items

The agenda for the Annual Meeting is to:

1.	Elect ten directors;

2.	Ratify the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026;

3.	Hold an advisory (non-binding) vote on executive compensation;

4.	Vote on a proposal to approve an amendment to eliminate supermajority voting provisions in our Certificate of Incorporation;

5.	Vote on a proposal to approve an amendment to eliminate supermajority voting standards for certain business combinations in our Certificate of Incorporation;

6.	Vote on a proposal to amend the Certificate of Incorporation and the By-Laws to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold;

7.	Vote on a proposal to approve certain miscellaneous amendments to our Certificate of Incorporation;

8.	Vote on a proposal to approve the FMC Corporation 2026 Incentive Stock Plan; and

9.	Conduct other business properly brought before the meeting.

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Who Can Vote

You can vote at the Annual Meeting if you are a holder of the Company’s common stock, par value of $0.10 per share (“Common Stock”), on the record date. The record date is the close of business on February 27, 2026. You will have one vote for each share of Common Stock. As of February 27, 2026, there were 125,045,033 shares of Common Stock outstanding.

How to Vote

You may vote in one of four ways:

•	You can vote by signing and returning the enclosed proxy card. If you do, the individuals named on the card will vote your shares in the way you indicate;
•	You can vote by internet;
•	You can vote by telephone; or
•	You can cast your vote online at the Annual Meeting.

The meeting can be accessed by visiting www.virtualshareholdermeeting. com/FMC2026, where you will be able to listen to the meeting live, submit questions and vote online. You will need the 16-digit control number provided on your proxy card, voting instruction form or Notice of Internet Availability of Proxy Materials.

Use of Proxies

Unless you tell us on the proxy card to vote differently, we plan to vote signed and returned proxies FOR the Board nominees for director, FOR Proposals 2, 3, 4, 5, 6, 7, and 8 and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

Quorum Requirement

We need a quorum of stockholders to hold a valid Annual Meeting. A quorum will be present if the holders of at least a majority of the outstanding Common Stock entitled to vote at the meeting either attend the Annual Meeting virtually or are represented by proxy at the Annual Meeting. Abstentions, broker non-votes (described below) and votes withheld are counted as present for the purpose of establishing a quorum.

Vote Required for Action

Directors are elected by a majority of the votes cast in an uncontested election. Because the number of nominees properly nominated for the Annual Meeting is the same as the number of directors to be elected at the Annual Meeting, the election of directors is an uncontested election. As a result, any nominee who receives a majority of the votes cast with respect to such nominee’s election at the Annual Meeting will be elected to the Board (or re-elected, in the case of any nominee who is an incumbent director). Incumbent nominees have tendered a contingent resignation which would become effective if (i) the nominee does not receive a majority of the votes cast with respect to such nominee’s election at the Annual Meeting and (ii) the Board of Directors accepts such resignation. Adoption of Proposals 2, 3, and 8 will require the affirmative vote of the holders of a majority of the voting power of the shares present in person or represented by proxy and entitled to vote on those proposals. Adoption of Proposals 4, 5, and 6 will require the affirmative vote of the holders of 80% or more of the voting power of the outstanding shares entitled to vote at the meeting. Adoption of Proposal 7 will require the affirmative vote of the holders of a majority of the voting power of the outstanding shares entitled to vote at the meeting.

Abstentions or Lack of Instructions to Banks, Brokers, or Employee Benefit Plan Trustees

Abstentions will not be counted as votes cast for the election of directors, and thus will have no effect on the election of directors. With respect to Proposals 2, 3, 4, 5, 6, 7, and 8 abstentions will have the effect of a vote against such proposals.

A broker non-vote occurs when a bank, broker or other nominee holding shares on behalf of a stockholder does not receive voting instructions from the beneficial owner with respect to a non-routine matter to be voted on at the Annual Meeting by a specified date before the Annual Meeting. Banks, brokers and other nominees may vote undirected shares on matters deemed routine in accordance with New York Stock Exchange rules, but they may not vote undirected shares on matters deemed non-routine in accordance with such rules. For this purpose, the ratification of the appointment of the independent registered public accounting firm (Proposal 2) is considered a routine matter, but the election of directors (Proposal 1), the advisory vote regarding executive compensation (Proposal 3), the proposal to approve an amendment to eliminate supermajority voting provisions in our certificate of incorporation (Proposal 4), the proposal to approve an amendment to eliminate supermajority provisions

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relating to certain business combinations in our Certificate of Incorporation (Proposal 5), the proposal to approve amendments to the Certificate of Incorporation and the By-Laws to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold (Proposal 6), the proposal to approve certain miscellaneous amendments to our Certificate of Incorporation (Proposal 7), and the proposal to approve the FMC Corporation 2026 Incentive Stock Plan (Proposal 8) are considered non-routine matters.

In the event of a broker non-vote with respect to the election of directors (Proposal 1), with respect to the advisory vote regarding executive compensation (Proposal 3), and with respect to the proposal to approve the FMC Corporation 2026 Incentive Stock Plan (Proposal 8), the broker non-vote will not have any effect on the outcome of the vote on these proposals. In the event of a broker non-vote with respect to the proposal to approve an amendment to eliminate supermajority voting provisions in our certificate of incorporation (Proposal 4), the proposal to approve an amendment to eliminate supermajority provisions relating to certain business combinations in our Certificate of Incorporation (Proposal 5), the proposal to approve amendments to the Certificate of Incorporation and the By-Laws to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold (Proposal 6), and the proposal to approve certain miscellaneous amendments to our Certificate of Incorporation (Proposal 7), the broker non-vote will have the effect of a vote against the approval of these proposals.

If you are entitled to vote shares held under an employee benefit plan and you either do not direct the trustee by April 25, 2026 how to vote your shares, or if you vote on some but not all matters that come before the Annual Meeting, the trustee will, in the case of shares held in the FMC Corporation Savings and Investment Plan, vote your undirected shares in proportion to the votes received from other participants, and in the case of the Company’s other employee plans, vote your shares in the trustee’s discretion, except to the extent that the plan or applicable law provides otherwise.

Revoking a Proxy

You may revoke your proxy at any time before it is exercised. You can revoke a proxy by:

•	Sending a written notice to the Corporate Secretary of FMC;

•	Delivering a properly executed, later-dated proxy;

•	Attending the Annual Meeting and voting virtually, provided that you comply with the conditions set forth in the section of this proxy statement above entitled “How to Vote”; or

•	If your shares are held through an employee benefit plan, your revocation must be received by the trustee by April 25, 2026.

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II. THE PROPOSALS TO BE VOTED ON

Proposal 1 Election of Directors

Nominees for Director

The Board of Directors currently consists of 13 directors, each of whom is elected to serve for a term of one year, expiring at the subsequent annual meeting of stockholders. On December 3, 2025, Anthony DiSilvestro resigned from the Board and all committees thereof due to his increased professional commitments following his appointment as chief financial officer of Keurig Dr. Pepper Inc. Following Mr. DiSilvestro’s resignation, the size of the Board was reduced from 13 to 12 directors. On February 26, 2026, Margareth Øvrum resigned from the Board and all Committees thereof for personal reasons, effective at the conclusion of the Annual Meeting. On February 27, 2026, the Board appointed Michael F. Barry to the Board and the size of the Board was increased to 13 directors. C. Scott Greer and Robert C. Pallash, directors since 2002 and 2008 respectively, will have reached the age of 75 by the 2026 Annual Meeting and, pursuant to our Statement of Governance Principles, Policies and Procedures, have not been nominated for re-election. As such, the Board will be reduced to 10 directors effective at the conclusion of the Annual Meeting. We thank Messrs. DiSilvestro, Greer and Pallash and Ms. Øvrum for their many years of service as directors of the Company – we have benefited greatly from their wisdom, candor and strong sense of collegiality, and we wish them all the best.

The nominees for director this year are Pierre Brondeau, Michael F. Barry, Eduardo E. Cordeiro, Carol Anthony (John) Davidson, Kathy L. Fortmann, K’Lynne Johnson, Dirk A. Kempthorne, Steven T. Merkt, John M. Raines, and Patricia Verduin, Ph.D. each of whom is an incumbent director, other than Mr. Barry. If elected, these directors’ next term will expire at the 2027 Annual Meeting. Information about the nominees is contained in the section of this proxy statement entitled “Board of Directors.”

The Board of Directors expects that all nominees will be able and willing to serve as directors. If any nominee becomes unavailable, the proxies may be voted for another person nominated by the Board of Directors to fill the vacancy, or the size of the Board of Directors may be reduced.

The Board of Directors recommends a vote FOR the election of Pierre Brondeau, Michael F. Barry, Eduardo E. Cordeiro, Carol Anthony (John) Davidson, Kathy L. Fortmann, K’Lynne Johnson, Dirk A. Kempthorne, Steven T. Merkt, John M. Raines, and Patricia Verduin, Ph.D., to the Board of Directors as described above.

Proposal 2 Ratification of Appointment of Independent Registered Public Accounting Firm

The Audit Committee of the Board of Directors is directly responsible for the appointment, compensation, retention and oversight of the independent external audit firm retained to audit the Company’s financial statements. The Audit Committee has approved KPMG LLP (“KPMG”) continuing to serve as the Company’s independent registered public accounting firm for 2026.

The Audit Committee periodically reviews the performance of the independent external audit firm. In conjunction with the mandated rotation of KPMG’s lead engagement partner, the Audit Committee and its chairperson also evaluate and approve the selection of KPMG’s new lead engagement partner.

The Audit Committee is responsible for the audit fee negotiations associated with the Company’s retention of KPMG. For the years 2025 and 2024, KPMG’s fees, all of which were approved by the Audit Committee, were as follows:

($000)	2025	2024
Audit Fees⁽¹⁾	11,913	12,372
Audit Related Fees⁽²⁾	323	353
Tax Fees⁽³⁾	706	287
All Other Fees⁽⁴⁾	972	929
TOTAL	13,914	13,941

(1)

Fees for professional services performed by KPMG for the integrated audit of the Company’s annual consolidated financial statements included in the Company’s Form 10-K filing and review of financial statements included in the Company’s Form 10-Q filings. The amount also includes other services that are normally provided by KPMG in connection with statutory and regulatory filings or engagements.

(2)

Fees for services performed by KPMG principally for assurance services related to the Company’s Sustainability Report, as well as audit related services in connection with attestations by KPMG that are required by statute, regulation, or contractual requirements.

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(3)	Fees for professional services performed by KPMG principally for tax compliance and tax consulting. This includes preparation of original and amended tax returns for certain of the Company’s consolidated subsidiaries, refund claims, payment planning, and tax audit assistance.
(4)	Fees for other permissible work performed by KPMG that does not fall within the categories set forth above. For the years listed above, this work is primarily related to tax filings for individual employees involved in the Company’s expatriate program.

Pre-Approval of Independent Registered Public Accounting Firm Services

The Audit Committee has adopted a Pre-Approval Policy with respect to audit and non-audit services performed by its independent registered public accounting firm. The following is a summary of the Policy.

Prior to the commencement of services for a given year, the Audit Committee will grant pre-approvals of expected services and estimated fees, as presented by the independent registered public accounting firm. The independent registered public accounting firm will routinely update the Audit Committee during the year in which the services are performed as to the actual services provided and related fees pursuant to the Pre-Approval Policy.

Unexpected services or services for which the fees to be incurred would exceed pre-approved amounts will require specific approval before the services may be rendered. Requests or applications to provide such services that require specific approval by the Audit Committee will be submitted to the Chairman of the Audit Committee and to the Company’s Chief Financial Officer or his designee by the independent registered public accounting firm.

The request or application must include a statement as to whether, in the view of both the independent registered public accounting firm and the Chief Financial Officer or his designee, such request or application is consistent with the rules of the Securities and Exchange Commission (“SEC”) regarding auditor independence. Authority to grant approval for such services has been delegated to the Chairman of the Audit Committee, provided that any such approval would then be reviewed by the full Audit Committee at the next regularly scheduled meeting.

The Audit Committee has determined that the independence of KPMG has not been adversely impacted as a result of the non-audit services performed by such accounting firm.

We expect a representative of KPMG to attend the Annual Meeting. The representative will have an opportunity to make a statement if the representative desires and will also be available to respond to appropriate questions.

The Board of Directors recommends a vote FOR ratification of the appointment of KPMG LLP as the Company’s independent registered public accounting firm for 2026.

Proposal 3 Advisory (Non-Binding) Vote on Executive Compensation

In accordance with the requirements of Section 14A of the Exchange Act and the related rules of the SEC, our Board of Directors is submitting a proposal providing our stockholders the opportunity to cast a non-binding advisory vote on the executive compensation paid to the Company’s executive officers named in this proxy statement (“named executive officers” or “NEOs”).

This advisory vote on executive compensation is non-binding on the Board, will not overrule any decision by the Board and does not compel the Board to take any action. However, the Board and the Compensation and Human Capital Committee (the “Compensation Committee”) may consider the outcome of the vote when considering future executive compensation decisions. Specifically, to the extent there is any significant vote against the named executive officer compensation as disclosed in this proxy statement, the Board will consider our stockholders’ concerns and the Compensation Committee will evaluate whether any actions are necessary to address those concerns.

At our 2025 annual meeting of stockholders, 50.56 percent (50.56%) of our stockholders voted in favor of our Say on Pay resolution. As a result of this low level of support for our executive compensation program, we have undertaken engagement efforts to better understand stockholders’ concerns and address them responsively. The two primary concerns voiced by stockholders related to (i) our executive severance arrangements and (ii) the CEO’s compensation arrangements. With respect to executive severance, the Board approved the adoption of a formal, benchmarked executive severance policy, to provide our stockholders clarity and consistency with respect to the termination-related payments applicable to our executives going forward.

With respect to our CEO’s compensation, we discussed with our stockholders the rationale for the duration of the vesting period applicable to Mr. Brondeau’s sign-on grant of RSUs and stock options (collectively, the “Sign-On Grants”), which were awarded to him in connection with his appointment as our CEO

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in 2024. We specifically noted that, although Mr. Brondeau was eligible for retirement treatment that would result in immediate vesting due to age and service under the equity plan, the Committee decided to amend the vesting to ensure the grant was held for 2 years. Mr. Brondeau will be required to remain employed until the earlier of two years following the grant date and until his successor has been appointed by the Board and he has facilitated an orderly transition of his duties. In addition, we confirmed that, following the Sign-On Grants provided to Mr. Brondeau in 2024 in connection with his return to the CEO position, his 2025 compensation returned to and was aligned with a market-standard package consisting of a regular mix of stock options, RSUs, and PSUs. Further, we explained that the Compensation Committee considered whether it would be appropriate for Mr. Brondeau’s Sign-On Grant to be made partially in the form of PSUs despite his returning to the CEO position midway through our 2024 performance cycle. We noted that the Compensation Committee determined not to grant Mr. Brondeau a PSU award midcycle because he would not have had full accountability for the results associated with the portion of the performance period prior to his return to the CEO position. In addition, the Compensation Committee declined to grant Mr. Brondeau a PSU award subject to bespoke performance metrics in an effort to maintain consistency with the compensation framework established for 2024 and our pay-for-performance philosophy.

In addition, beginning in 2025, we modified our annual incentive plan applicable to our executives to be based on a single performance metric of EBITDA, which we believe offers simplicity and transparency to our stockholders.

The Compensation Committee has also made changes to our executive compensation program for 2026 in response to stockholders’ feedback on our 2024 executive compensation program. Beginning in 2026, PSU grants which vest based on the achievement of a specified level of rTSR (“rTSR PSUs”) will no longer have the “banking” feature that applied to rTSR PSUs granted prior to 2026. Instead, the rTSR PSUs granted in 2026 will be subject to one three-year performance period and will generally require continued employment through the end of the applicable three-year performance period in order to become vested. We believe that these changes to our rTSR PSU design will better align our executive compensation program with the long-term interests of our stockholders.

The Board believes that our executive compensation program, as modified based on feedback from our stockholders, properly incentivizes our executives to drive stockholder value, while appropriately managing risk, and aligns with our pay for performance philosophy. In fact, the recent decline in our stock price performance in fiscal 2025 demonstrates this alignment, as shown in the actual amounts of pay realized by our executives (which are not reflective of the amounts reported in the Summary Compensation Table, since those amounts are valued based on fair market value at the time of grant, and not based on actual performance results). The Board and Compensation Committee are continually focused on efforts to drive value for our stockholders, and believe that our executive compensation programs are appropriately designed to achieve that goal.

The Board and the Compensation Committee believe that the Company’s executive compensation programs and policies and the compensation decisions described in this proxy statement (i) support the Company’s business objectives, (ii) link the interests of the executive officers and stockholders, (iii) align NEO pay with the individual’s and the Company’s performance, without encouraging excessive risk-taking that could have a material adverse effect on the Company, (iv) provide NEOs with a competitive level of compensation, and (v) promote retention of the NEOs and other senior leaders. For additional information regarding certain changes made to our executive compensation program in 2025 in response to stockholder feedback, please see the “Advisory ‘Say-on-Pay’ Vote and Stockholder Outreach” of the Compensation Discussion and Analysis section.

The Board has determined to hold an advisory vote on executive compensation on an annual basis. The next advisory vote will be held at our 2027 Annual Meeting.

For the reasons discussed above (and further amplified in the compensation disclosures made in this proxy statement), the Board recommends that stockholders vote in favor of the following resolution:

RESOLVED that the stockholders approve, on an advisory basis, the compensation of the Company’s named executive officers, as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission (which disclosure includes the Compensation Discussion and Analysis, the Summary Compensation Table and other related tabular and narrative disclosures set forth in this proxy statement).

The Board of Directors recommends a vote FOR the above resolution.

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Proposal 4 Proposal to Approve an Amendment to Eliminate Supermajority Voting Provisions in our Certificate of Incorporation

Overview

At our 2024 annual meeting of stockholders, our stockholders voted on a stockholder proposal requesting that the Board of Directors (the “Board”) take the steps necessary to eliminate each stockholder voting requirement in our Restated Certificate of Incorporation (the “Certificate of Incorporation”) that calls for a greater than simple majority vote. The Board recommended that stockholders vote for this proposal and the proposal passed with the support of a majority of the votes cast at the meeting. In response to the shareholder proposal, at our 2025 annual meeting of stockholders, our Board recommended that stockholders vote on a management proposal to approve an amendment to eliminate supermajority voting provisions in our Certificate of Incorporation. The management proposal received the support of over 73% of outstanding shares, which was less than 80% or more of the outstanding shares required to approve the amendments. As a result, the management proposal was not approved.

Our Nominating and Corporate Governance Committee and our Board have carefully considered the voting results of the stockholder proposal at the 2024 meeting and the management proposal at the 2025 meeting, and following that consideration, our Board has once again approved, adopted, and declared advisable, and recommends that our stockholders approve and adopt, amendments to the Certificate of Incorporation to eliminate certain supermajority voting provisions (the “Supermajority Elimination Amendment”).

Background

Article TENTH of our Certificate of Incorporation requires the vote of the holders of at least 80% of the voting power of the shares outstanding to amend certain provisions in Article EIGHTH of our Certificate of Incorporation (including provisions related to the size and terms of our Board, vacancies on the Board, stockholder consents and special meetings of stockholders) and certain provisions of our Restated By-Laws (the “By-Laws”) (including provisions relating to written consent rights, special meetings of stockholders and advance notice procedures and requirements for stockholder nominations or proposals of business at stockholder meetings). Article TENTH of our Certificate of Incorporation also requires the affirmative vote of at least 80% of the voting power of the shares outstanding to amend, repeal or adopt any provisions inconsistent with the above-mentioned provisions of Article TENTH. Our By-Laws do not contain any supermajority voting provisions.

Reasons for the Proposed Amendments

The Board has considered the advantages and disadvantages of maintaining the supermajority voting provisions in our Certificate of Incorporation, including the stockholder vote from the last two years and broad stockholder support for eliminating supermajority voting requirements. The Board has again determined that it is in the best interests of the Company and its stockholders to amend our Certificate of Incorporation to incorporate the Supermajority Elimination Amendment and recommends that stockholders approve the Supermajority Elimination Amendment.

Procedural Matters

If stockholders approve this proposal, the Board intends to take the necessary steps to amend our Certificate of Incorporation to include the Supermajority Elimination Amendment. If our stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to the proposal, which will become effective upon filing. However, the Board retains the discretion to abandon the Supermajority Elimination Amendment and not implement them at any time before the certificate of amendment becomes effective. If our stockholders do not approve the Supermajority Elimination Amendment, the certificate of amendment (if filed to include any of the other proposed amendments set forth in the proxy statement that are approved by our stockholders) will not include the Supermajority Elimination Amendment and the Company’s current voting requirements will remain in place.

The text of the proposed Supermajority Elimination Amendment to the Certificate of Incorporation, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Appendix A. This summary is qualified in its entirety by reference to Appendix A. The Board encourages stockholders to review the full text of the Supermajority Elimination Amendment.

Stockholders are also asked to consider Proposals 5, 6, and 7, which relate to amendments to the Certificate of Incorporation to eliminate the supermajority voting standards concerning certain business combinations, special meeting rights, and other miscellaneous changes, respectively. This proposal and Proposals 5, 6, and 7 are independent of each other. If Proposals 4, 5, 6, and 7 are each approved by the stockholders, then the Company intends to file a certificate of amendment to our Certificate of Incorporation that implements all of the proposed amendments set forth in Appendix A. If only one or more, but not all, of these proposals are approved by the stockholders, then we will file a certificate of amendment that implements only the amendments to our Certificate of Incorporation that were approved by stockholders.

The Board of Directors recommends a vote FOR the proposal to eliminate supermajority voting provisions in our Certificate of Incorporation.

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Proposal 5 Proposal to Approve an Amendment to Eliminate Supermajority Voting Provisions for Certain Business Combinations in our Certificate of Incorporation

Overview

At our 2024 annual meeting of stockholders, our stockholders voted on a stockholder proposal requesting that the Board of Directors (the “Board”) take the steps necessary to eliminate the supermajority voting standard in our Restated Certificate of Incorporation (the “Certificate of Incorporation”) that calls for a greater than simple majority vote. The Board recommended that stockholders vote for this proposal and the proposal passed with the support of a majority of the votes cast at the meeting. In response to the stockholder proposal, at our 2025 annual meeting of stockholders, our Board recommended that stockholders vote on a management proposal to approve an amendment to eliminate the supermajority voting standard concerning certain business combinations in our Certificate of Incorporation. The management proposal received the support of over 73% of outstanding shares, which was less than 80% or more of the outstanding shares required to approve the amendments. As a result, the management proposal was not approved.

Our Board has carefully considered the voting results of the stockholder proposal at the 2024 meeting and the management proposal at the 2025 meeting, and following that consideration, our Board has once again approved, adopted, and declared advisable, and recommends that our stockholders approve and adopt, amendments to the Certificate of Incorporation to eliminate certain business combination restrictions in Article NINTH of the Certificate of Incorporation and to eliminate the supermajority voting standard concerning certain business combinations under Section 203 of the Delaware General Corporation Law (“Section 203”) by expressly electing not to be governed by Section 203 and adding a new provision of the Certificate of Incorporation that substantially mirrors the provisions of Section 203 except that it only requires a majority vote for stockholder approval of business combinations with an interested stockholder (as each term is defined in Section 203) (together, the “Business Combination Amendments”). Both provisions are intended to benefit stockholders by encouraging negotiated acquisitions and requiring that there be significant stockholder support for a business combination with an interested stockholder of the Company.

Background

Article NINTH of our Certificate of Incorporation requires the vote of the holders of at least 80% of the voting power of the shares outstanding to approve certain mergers, consolidations or sales or leases of all or a substantial part of the assets, liquidations or dissolutions, or any reclassification of securities of the Company involving a person or entity that beneficially owns, or has owned in the last two years, 10% of more of the Company’s stock that is entitled to vote directors. Subject to certain specified exceptions, Article NINTH requires the affirmative vote of the holders of at least 80% of the outstanding shares of the Company entitled to vote in the election of directors to adopt or authorize such transactions. If the Business Combination Amendments are adopted by our stockholders and become effective, the mergers, consolidations or assets sale described in the Article Seventh Business Combination Provision will be approved in accordance with the applicable provisions of the Delaware General Corporation Law (“DGCL”), which in most cases will require approval of the holders of a majority of the outstanding shares entitled to vote.

Article NINTH of our Certificate of Incorporation also requires the affirmative vote of at least 80% of the voting power of the shares outstanding to amend, repeal or adopt any provisions inconsistent with the above-mentioned provisions of Article NINTH. Our Restated By-Laws do not contain any supermajority voting provisions.

In addition, Section 203 applies to the Company by default. Section 203, under certain circumstances, requires a supermajority stockholder vote of the holders of at least 66 and 2/3% of the outstanding voting stock of the Company not held by the interested stockholders for certain business combinations between the Company and an “interested stockholder,” which is defined to include a person who owns 15% or more of the Company’s voting stock (together with such person’s affiliates and associates). In order to reduce the required stockholder vote for a business combination from 66 and 2/3% to a majority, the Business Combination Amendments would amend the Certificate of Incorporation so that the Company will expressly elect not to be governed by Section 203 (the “Section 203 Opt-Out”) and would instead amend the language such that it substantially mirrors the provisions of Section 203, except that it reduces the vote required for stockholder approval of business combinations with a non-exempt interested stockholder to a majority disinterested stockholder vote instead of the 66 and 2/3% disinterested stockholder vote otherwise required by Section 203 (the “Section 203 Mirror Provision” and, together with the Section 203 Opt-Out, the “Section 203 Amendments”). Because under Section 203 an amendment to the certificate of incorporation electing not to be governed by Section 203 (like the Section 203 Opt-Out) is not effective until 12 months after the date and time the amendment would otherwise become effective under the DGCL, the effectiveness of the Section 203 Mirror Provision will also be delayed 12 months so both Section 203 and the Section 203 Mirror Provision are

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not operative at the same time. During that 12-month period, Section 203 will continue to be applicable to the Company, and the vote required for stockholders to approve a business combination with a non-exempt interested stockholder will continue to be 66 and 2/3% of the stockholders other than the interested stockholder.

Reasons for the Proposed Amendments

The Board has considered the advantages and disadvantages of maintaining a supermajority voting standard concerning certain business combinations in our Certificate of Incorporation, including the stockholder vote from the last two years and broad stockholder support for eliminating supermajority voting requirements.

In response to the proposals at the 2024 and 2025 annual meeting of stockholders, our Board believes it is advisable to modify the Certificate of Incorporation by amending Article NINTH to add provisions that largely replicate Section 203, but without the supermajority requirement. The Board believes the Section 203 Mirror Provision would provide substantially the same level of protection to stockholders as Article NINTH without requiring the higher supermajority standard or requiring the Company to be governed by two separate requirements for certain business combinations. The Board believes that the Section 203 Mirror Provision will sufficiently protect the Company and its stockholders against the same coercive takeover tactics that the Article NINTH sought to address. The Board has determined that it is in the best interests of the Company and its stockholders to amend our Certificate of Incorporation to incorporate the Business Combination Amendment. The Board recommends that stockholders approve the Business Combination Amendment.

Procedural Matters

If stockholders approve this proposal, the Board intends to take the necessary steps to amend our Certificate of Incorporation to include the Business Combination Amendment. If our stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to the proposal, which will become effective upon filing. However, the Board retains the discretion to abandon the Business Combination Amendment and not implement them at any time before the certificate of amendment becomes effective. If our stockholders do not approve the Business Combination Amendment, the certificate of amendment (if filed to include any of the other proposed amendments set forth in the proxy statement that are approved by our stockholders) will not include the Business Combination Amendment and the Company’s current voting requirements will remain in place.

The text of the proposed Business Combination Amendment to the Certificate of Incorporation, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, is set forth in Appendix A. This summary is qualified in its entirety by reference to Appendix A. The Board encourages stockholders to review the full text of the Business Combination Amendment.

Stockholders are also asked to consider Proposals 4, 6, and 7, which relate to amendments to the Certificate of Incorporation to eliminate the supermajority voting provisions, add special meeting rights, and make other miscellaneous changes, respectively. This proposal and Proposals 4, 6, and 7 are independent of each other. If Proposals 4, 5, 6, and 7 are each approved by the stockholders, then the Company intends to file a certificate of amendment to our Certificate of Incorporation that implements all of the proposed amendments set forth in Appendix A. If only certain, but not all, of these proposals are approved by the stockholders, then we will file a certificate of amendment that implements only the amendments to our Certificate of Incorporation that were approved by stockholders.

The Board of Directors recommends a vote FOR the proposal to eliminate supermajority voting standard concerning certain business combinations in our Certificate of Incorporation.

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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

Overview

Our Board of Directors has approved, adopted, and declared advisable, and recommends that the Company’s stockholders approve amendments to the Certificate of Incorporation and the By-Laws to enable adoption of stockholders’ rights to call special meetings of stockholders.

Background

Article EIGHTH of our Certificate of Incorporation currently does not permit our stockholders to call a special meeting of stockholders, and limits that right to the Board of Directors. Our Certificate of Incorporation requires the affirmative vote of at least 80% of the voting power of all our outstanding shares entitled to vote at the Annual Meeting to alter, amend, or repeal this provision.

Currently, under Article III, Section 1(b) of our By-Laws, a special meeting of stockholders may be called only by the Board of Directors; our stockholders do not have the right to call a special meeting. Additionally, our Certificate of Incorporation prohibits an amendment to our By-Laws to allow the establishment of this stockholder right without the approval of the affirmative vote of the holders of at least 80% of the voting power of all our outstanding shares entitled to vote at the Annual Meeting. As part of the Board of Directors’ review of the Company’s corporate governance practices, the Board of Directors has determined that it is appropriate and timely to present stockholders with the opportunity to approve a proposal that would allow stockholders owning a combined 25% or more of the Company’s outstanding common stock to call a special meeting of stockholders.

Reasons for the Proposed Amendments

In evaluating the advisability of a stockholder right to call special meetings, the Board of Directors considered certain principal positions for and against such a right, stockholder feedback, trends and best practices in corporate governance, and the merits of the stockholder proposal regarding special meeting rights included in our 2025 Proxy Statement as Proposal 7, which received the support of 63.2% of our stockholders. After careful consideration of the foregoing factors, the Board of Directors believes that the adoption of a right for stockholders to call a special meeting at an ownership threshold of 25% in this current proposal, instead of the 10% ownership threshold suggested in last year’s stockholder proposal, establishes the appropriate balance between enhancing stockholder rights and adequately protecting stockholder interests.

Effects of the Amendments

While the Board of Directors recognizes that providing stockholders with the right to call special meetings is a meaningful corporate governance practice, the Board of Directors considers special meetings to be extraordinary events that should require the support of a significant number of stockholders. Special meetings should not be a mechanism that a small group of stockholders can misuse to advance private agendas and interests that our broader stockholder base may not share. In addition, organizing and preparing for a special meeting can result in substantial expenses to the Company and divert significant time and attention of our Board of Directors and management away from their primary focus of operating our business and creating long-term stockholder value.

Amending Article EIGHTH of the Certificate of Incorporation to remove the provision limiting the right to call a special meeting (the “Special Meeting Certificate Amendment”), as well as amending Article III, Section 1(b) of our By-Laws to implement the right for stockholders owning 25% or more of our outstanding common stock to call a special meeting of the stockholders (the “Special Meeting By-Law Amendment”, and together with the Special Meeting Certificate Amendment, the “Special Meeting Amendments”), would meaningfully enhance stockholder rights.

The Board believes that requiring stockholders owning at least 25% of common stock strikes a reasonable and appropriate balance between permitting stockholders to request that the Board call special meetings and ensuring that special meetings are held only when supported by a meaningful proportion of our stockholders, since special meetings should be limited to address significant, time-sensitive issues that cannot be delayed until the Company’s next annual meeting. Recognizing the benefits of providing a right to call special meetings, the Board believes that a failure to receive at least 25% of stockholders to support the need to convene a special meeting is a strong indicator that the relevant issue is unduly narrow and not deemed sufficiently significant by our stockholders generally. The Board notes that, based on benchmarking against companies included in the S&P 500 Index and companies included in the Company’s compensation peer group, among those that allow stockholders to call a special meeting, the most common ownership threshold is 25%.

In light of these considerations, the Board has approved and recommends that the Company’s stockholders approve and adopt the Special Meeting Amendments.

Procedural Matters

If stockholders approve this proposal, the Board of Directors intends to take the necessary steps to amend our Certificate of Incorporation and By-Laws to reflect the Special Meeting Amendments. The Special Meeting Amendments are contemplated to include customary associated procedural requirements as set forth in Appendix A. If our stockholders approve this proposal, the Company will file with

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the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to the proposal, which will become effective upon filing. However, the Board retains the discretion to abandon the Special Meeting Amendments and not implement them at any time before the certificate of amendment becomes effective. If our stockholders do not approve the Special Meeting Amendments, the certificate of amendment (if filed to include any of the other proposed amendments set forth in the proxy statement that are approved by our stockholders) will not include the Special Meeting Amendments and the Company’s current voting requirements will remain in place.

Stockholders are also asked to consider Proposals 4, 5, and 7, which relate to amendments to the Certificate of Incorporation to eliminate certain supermajority voting standards, eliminate the supermajority voting standards concerning certain business combinations and other miscellaneous changes, respectively. This proposal and Proposals 4, 5, and 7 are independent of each other. If Proposals 4, 5, 6, and 7 are each approved by the stockholders, then the Company intends to file a certificate of amendment to our Certificate of Incorporation that implements all of the proposed amendments set forth in Appendix A. If only certain, but not all, of these proposals are approved by the stockholders, then we will file a certificate of amendment that implements only the amendments to our Certificate of Incorporation that were approved by stockholders.

Effect of the Proposed Special Meeting By-Laws Amendment

The right of stockholders to request that the Company call special meetings would be subject to the notice, information and other requirements set forth in the Special Meeting By-Law Amendment. The Board believes these requirements, which are similar to those commonly adopted by other companies, are important to avoid inappropriate or duplicative special meetings. If this proposal is adopted, the Special Meeting By-Law Amendment would provide, in part, that:

•	Stockholders who own at least 25% of the voting power of the outstanding shares of common stock of the Company entitled to vote may request that the Board call a special meeting of stockholders. (Article III, Section 1(b)(ii))
•	Only the possession of both the full voting and investment rights and the full economic interest for the shares counts as relevant ownership. (Article III, Section 1(b.1))
•	Stockholders requesting a special meeting must furnish, among other items, information that is the same as would be required when stockholders seek to propose other business to be brought before a meeting of stockholders under the By-Laws. (Article III, Section 1(b.1))
•	The Company will not be required to call a special meeting of stockholders if the special meeting request (i) does not comply with the bylaw related to special meetings; (ii) relates to an item of business that is not a proper matter for stockholder action under applicable law; (iii) is not received within a specified period; (iv) relates to an item of business that is identical or substantially similar to any item of business that was previously presented or will be presented at a stockholder meeting, subject to certain specifications; or (v) violates Regulation 14A under the Exchange Act. (Article III, Section 1(b.3))

The text of the proposed Special Meeting Certificate Amendment and Special Meeting By-Law Amendment, with proposed deletions reflected by “strike-through” text and proposed additions reflected by “underline” text, are set forth in Appendix A. This summary is qualified in its entirety by reference to Appendix A.

The Board of Directors recommends that stockholders vote FOR approval of this proposal to amend the Certificate of Incorporation and By-Laws to provide stockholders owning a combined 25% or more of the Company’s outstanding common stock with the right to call a special meeting of stockholders.

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Proposal 7 Proposal to Approve Certain Miscellaneous Amendments to our Certificate of Incorporation

Overview

Our Board of Directors (the “Board”) has approved and declared advisable, and recommends that our stockholders approve and adopt, amendments to the Certificate of Incorporation (“Certificate of Incorporation”) to implement other miscellaneous changes (the “Miscellaneous Amendments”). This management proposal requires the affirmative vote of the holders of a majority of the voting power of the outstanding shares entitled to vote at the meeting.

The Board has determined that it is advisable and in the best interests of the Company and its stockholders to provide for the Miscellaneous Amendments to update and modernize our Certificate of Incorporation. The Miscellaneous Amendments include:

•	Amend Article THIRD to remove non-essential text regarding the purposes of the Company and clarify that the Company is permitted to engage in any lawful act or activity for which corporations may be organized in conformity with the current provisions of the Delaware General Corporation Law (“DGCL”). The purpose clause in our existing Certificate of Incorporation contains detailed language that is no longer typical or required under the DGCL.
•	Amend Article FOURTH, paragraph (c)(1) to clarify that the Company can issue preferred stock that participates with the common stock in dividend payments.
•	Amend Article FOURTH, paragraph (c)(2) to clarify that stock and rights offerings can be made to specific groups of stockholders without requiring the offer to be made to all stockholders, in accordance with and as permitted under the DGCL.
•	Amend Article FOURTH, paragraph (d) to simplify the text regarding preemptive rights to stockholders, so that the scope of the provision is clearer and to allow the Company to benefit from recent DGCL amendments that permit the board to delegate to officers and agents the power to issue/grant stock and other rights, warrants and options in accordance with and as permitted under the DGCL.
•	Amend Article EIGHTH, paragraph (a) regarding voiding contracts for interested transactions which could be perceived as more limited than permitted under the DGCL.
•	Amend Article EIGHTH, paragraph (f) regarding inspection of books and records in accordance with and as permitted under the DGCL.
•	Other amendments to make other clean-up and conforming changes to the Certificate of Incorporation.

Reasons for the Proposed Amendments

In light of these considerations, our Board has determined that it is in the best interests of the Company and its stockholders to amend our Certificate of Incorporation to incorporate the Miscellaneous Amendments. The Board recommends that stockholders approve the Miscellaneous Amendments.

Procedural Matters

If stockholders approve this proposal, the Board intends to take the necessary steps to amend our Certificate of Incorporation to include the Miscellaneous Amendments. If our stockholders approve this proposal, the Company will file with the Delaware Secretary of State a certificate of amendment that includes the amendments corresponding to the proposal, which will become effective upon filing. However, the Board retains the discretion to abandon the Miscellaneous Amendments and not implement them at any time before the certificate of amendment becomes effective. If our stockholders do not approve the Miscellaneous Amendments, the certificate of amendment (if filed to include any of the other proposed amendments set forth in the proxy statement that are approved by our stockholders) will not include the Miscellaneous Amendments and the current provisions will remain in place.

The text of the

SEC Form PRE 14A filed by FMC Corporation