FMC Corporation (FMC)
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AGM 2020

Apr 28, 2020

Pierre Brondeau
CEO, FMC Corporation

Good afternoon. I am Pierre Brondeau, Chief Executive Officer of FMC Corporation and Chairman of the Board. Welcome to FMC's 91st Annual Meeting. Through the web portal, everyone was presented with an order of business and the rules of order for today's Annual Meeting. We ask that participants abide by these rules. Following my report and the voting, there will be an opportunity for questions and discussion. Only validated stockholders may submit questions in the designated field of the web portal. Out of consideration for others, please limit yourself to one question. When you ask a question, please provide your name and whether you are a stockholder or a proxy for a stockholder. Please confine your comments or questions to one subject. I am pleased to introduce our other current board members who have all joined the meeting: Eduardo E. Cordeiro, C. Scott Greer, Kjell A. Jonsson, Dirk A.

Kempthorne, Paul J. Norris, Margreth Øvrum, Robert C. Pallash, William H. Powell, and Vincent R. Volpe, Jr. In addition, I am pleased to introduce Mr. Joe Fealy, Lead Audit Partner KPMG, Mr. Bill Oberg, Partner KPMG, and Ms. Lauren Holleran, Managing Director KPMG. Prior to officially calling the Annual Meeting to order, I will provide a brief report on our performance. FMC delivered record financial performance in 2019. Revenue of $4.6 billion reflected 8% growth over the previous year. Adjusted EBITDA increased 10% to $1.2 billion, and adjusted earnings per share to $6.09, increased 16% year-over-year. In December, our Board of Directors announced a 10% increase in FMC's quarterly dividend. We continue to invest significantly in technology to support the ongoing discovery and development of new active ingredients, as well as fund capital improvements at major research sites.

In 2019, our R&D team advanced two molecules from discovery to development, and our commercial team successfully launched Lucento fungicide in the U.S. FMC continues to be one of the safest companies compared to our industry peers. Our industry rate in 2019 was 0.13, a near-record low for our company. Despite challenges in the agriculture market last year, we were very pleased with our financial results and overall performance. I now call the 2020 Annual Meeting of Stockholders officially to order. I have been informed by the Corporate Secretary, Mr. Michael Reilly, that our Inspectors of Election have confirmed that proxies representing 89.14% of FMC's total issued and outstanding common shares have been received, and that a quorum is present at this meeting authorizing the conduct of business. The polls are now open.

If you have not already done so, please submit your vote by clicking on the voting button on the web portal and following the instructions there. Stockholders who have sent in their proxies or voted via telephone or internet and do not want to change their vote need not vote again. Each of the Directors' candidates has been duly nominated, and each of the other matters to be voted on at this meeting as listed in the order of business are considered to have already been moved and seconded and open to a stockholder vote. Our first item of business is the election of 11 Directors: Pierre Brondeau, Eduardo E. Cordeiro, Mark Douglas, C. Scott Greer, Kjell A. Jonsson, Dirk A. Kempthorne, Paul J. Norris, Margreth V. Øvrum, Robert C. Pallash, William H. Powell, and Vincent R. Volpe, Jr. Each nominated for election for a term of one year.

We have not received any notice of intent by any stockholder to nominate any alternative Director candidates, so the nominations are closed. The next item on our agenda is the ratification of the selection of our independent registered public accountants. The firm of KPMG has been selected by the Audit Committee to be the independent registered public accountant for FMC Corporation for 2020. The next item on our agenda is an advisory vote on executive compensation, which is described in our proxy statement. We have not received notice of any other business to be presented at this meeting. Now that everyone has had the opportunity to vote, I declare the polls for the 2020 FMC Annual Stockholder Meeting closed.

We have tabulated the votes cast by proxy and in person and find that each of the nominees for Director has received at least 101,768,500 votes, constituting 93.88% of the votes cast with respect to the election of Directors at the meeting. With regard to the ratification of the selection of KPMG as independent registered public accountant for 2020, 110,265,552 shares constituting 95.55% of the shares represented and entitled to vote at the meeting were voted in favor of the ratification. With regard to the advisory vote on executive compensation, 99,469,901 shares constituting 91.70% of the shares represented and entitled to vote at the meeting were voted in favor of the company's executive compensation arrangements.

I hereby declare that the nominees for Directors have been duly elected, that the appointment of KPMG to serve as independent registered public accountant for 2020 has been duly ratified, and that the stockholders have approved the advisory vote on executive compensation. The final report of the Inspectors of Election will be added to the minutes of this meeting. We have now concluded the formal business portion of the Annual Meeting. At this time, we are pleased to address questions that adhere to the guidelines for this meeting. You may submit questions using the web portal. I will pause a moment to review the list, and our General Counsel and Corporate Secretary, Michael Reilly, will read out loud the questions for me to address.

Michael Reilly
General Counsel and Corporate Secretary, FMC Corporation

Mr. Chairman, we have one question. Stockholder, as follows. Carpenters Union Pension Funds with combined assets of $70 billion have a collective ownership position of 261,500 shares of FMC Common Stock. As long-term investors, we appreciate the efforts undertaken by the company to address the difficulties experienced by employees and other important company stakeholders due to the COVID-19 pandemic. It is obviously early, but has the board or Compensation Committee considered the executive compensation implications of the current market conditions? The plan is heavily oriented towards long-term performance with various forms of equity and form of compensation. Is there any thought that going forward, the emphasis on equity compensation might be reduced? Thank you.

Pierre Brondeau
CEO, FMC Corporation

Thank you for this question. We actually had a Compensation Committee yesterday, and the Compensation Committee with the compensation advisor took a look at executive compensation impact by the current situation with COVID-19. We also took a look at what has been doing by other companies in our market and outside of our market. This question will be on the agenda again for the Compensation Committee of July. But at this stage, the Compensation Committee did not feel compelled to undertake any change to executive compensation. Actually, the performance of the company, we have pre-released our first-quarter earnings and have demonstrated a very strong first quarter, so there was no need at this point to address or change executive compensation or to move it to a less emphasis on equity.

Michael Reilly
General Counsel and Corporate Secretary, FMC Corporation

There are no additional questions.

Pierre Brondeau
CEO, FMC Corporation

So as there are no other questions, I would like to thank everyone for joining us today at FMC's 2020 Annual Meeting of Stockholders. Please enjoy the rest of your day.

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