AGM 2026

Apr 28, 2026

Good day, everyone, and welcome to the FMC Corporation 2026 stockholders' meeting. Now I'll turn the call over to your host, Pierre Brondeau, Chairman, CEO, and President of FMC Corporation. Please go ahead. Good afternoon. I am Pierre Brondeau, Chairman of FMC Corporation's Board of Director and Chief Executive Officer and President of FMC Corporation. It is a pleasure to speak with our shareholders who are listening to FMC's 97th annual meeting. An order of business and the rules of order for today's annual meeting are available to you on the virtual meeting website. We ask that participants abide by these rules. Stakeholders may submit questions during the meeting in the, in the designated field on the virtual meeting website. Pertinent questions will be addressed at the end of this meeting, and we will post questions and answers, if applicable to our business, on our investor relations website shortly after the virtual meeting concludes. I am pleased to introduce our other current board members who have all joined the virtual meeting. Michael F. Barry, Eduardo E. Cordeiro, John Davidson, Kathy L. Fortmann. Scott Greer, Steven T. Merkt, K'Lynne Johnson, Margareth Øvrum, Robert C. Pallash, John M. Raines, and Patricia Verduin. Before we proceed, I want to take a moment in remembrance of Dirk A. Kempthorne, a director since 2009, who recently passed away. On behalf of FMC, I want to extend my gratitude for his many years of service and sincere condolences to his family. I also want to recognize three board members who are retiring this year. C. Scott Greer served 24 years, including his tenure as Independent Lead Director, providing wise counsel and steadfast guidance through a period of significant growth and transformation. Margareth Øvrum served for 10 years, bringing leadership grounded in global operations excellence and an unwavering commitment to sustainability and safety. Robert C. Pallash served for 18 years offering international expertise and dedicated engagement that strengthened FMC's governance. Scott, Margaret, and Robert, your contributions have been immeasurable. We will miss your wisdom and guidance, and we wish you all the very best. I am pleased to introduce Mr. John Walker, Audit Partner, KPMG LLP, and Mr. Steven Venn, Managing Director, KPMG LLP, who have also joined the virtual meeting. Prior to officially calling the annual meeting to order, I will provide a brief report on FMC's performance. My report includes references to adjusted EPS, adjusted EBITDA, adjusted EBITDA margin, revenue excluding India, and organic revenue growth, which are non-GAAP financial measures. A reconciliation and definition of these terms are available on our website. 2025 was a pivotal year for FMC. We faced continued market challenges, took decisive action to reposition the company, and made meaningful progress advancing our innovation pipeline. Let me walk through the details. Looking at our financial performance, FMC reported full year revenue of $3.47 billion, down 18% compared to 2024 and down 8% excluding Civil Health USL. For earnings, adjusted EBITDA was $843 million, down 7%, and adjusted earnings were $2.96 per share, down 15% compared to 2024. We maintain a strong adjusted EBITDA margin of 22%, reflecting the quality of our portfolio and our concentration on cost discipline. We used 2025 to take deliberate action, strengthen our foundation, and improve our competitive position. In July 2025, we announced our decision to divest our commercial business in India. We believe this is the right strategic choice due to the market's intense generic competition, complex dynamics, and high working capital requirements. Following the sale, which we anticipate closing this year, we expect to continue participating in India through a supply agreement with the buyer for our patented and data protected portfolio. We will retain our global IT ingredients manufacturing operations and research capability in India. We also launched Project Foundation, a program to optimize our manufacturing footprint and reduce structural costs across our entire portfolio. In 2025, we took the first step by moving production of 2 active ingredients to lower cost manufacturing locations, improving our ability to compete in a post-patent market. Our innovation pipeline continued to deliver strong commercial momentum. Sales of our 3 newest active ingredients, fluindapyr, Isoflex, and Rinskor, reached approximately $200 million in 2025, up 54% from 2024. fluindapyr is now registered and launched in all major markets. Isoflex expanded into multiple countries, including Great Britain. Rudilex reached a significant milestone with its first product registration in Peru under the brand name Keenali Herbicide. Rimisoxafen, the first herbicide ever classified as a dual mode of action, rounds out our portfolio of four new active ingredients. At maturity, the combined sales potential of these four molecules is expected over time to exceed $2 billion. Turning to our core portfolio, we made significant progress in implementing a post-patent strategy for our accepted year, launching several new generation products in 2025 and completing the first phase of significant manufacturing cost reductions for our diamide products. I believe the actions we took in 2025 are the first step to position FMC well for the future. This process will be completed with actions we plan to take in 2026. Throughout our 104 years history, we have adapted and innovated in response to changing markets, and we will continue to do so. We believe we have the strategy, portfolio, and team to deliver sustainable growth and create value for our shareholders in the coming years. Before I turn to the formal business of today's meeting, I want to address our strategic direction for 2026. This February, our board authorized a process to explore strategic alternatives, including a potential sale of the company. We are fully committed to executing our 2026 operational plan while this process plays out, and we believe pursuing both paths at the same time is the best way to maximize value for our shareholders. I now call our 2026 annual meeting of stockholders officially to order. John McCain and Brian Blair will serve as our inspectors of election for this meeting, each of whom has taken an oath of faithfully executing the duties of inspector with strict impartiality and according to the best of his ability. I have been informed by the Corporate Secretary, Sara Ponessa, that our inspectors of election have confirmed that proxies representing 85.26% of FMC's total issued and outstanding common shares as of February 27, 2026, the record date by FMC's Board of Directors, have been received, and that a quorum is present at this meeting authorizing the conduct of business. It is now 2:10 P.M. Eastern Time on April 28, 2026, and the polls are now open. If you have not already done so, please submit your votes by clicking on the voting button on the virtual meeting website and following the instructions there. Stockholders who have sent in their own proxies or voted via telephone or Internet and do not want to change their votes need not vote again or take any further actions. Each of the director 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 nine directors, Michael F. Barry, Pierre Brondeau, Eduardo E. Cordeiro, John Davidson, Kathy L. Fortmann, K'Lynne Johnson, Steven T. Merkt, John M. Raines, and Patricia Verduin, each nominated for election for a term of one year. In light of his passing, Mr. Dirk A. Kempthorne, who was listed as a nominee for our board in our proxy statement, is no longer a nominee. Any votes that were submitted for Mr. Kemp Thorne will be disregarded and will not be counted. We have not received any notice of intent by any stockholder to nominate any alternative director candidates. The nominations are closed. The second item on our order of business is the ratification of the selection of our independent registered public accountants. The firm of KPMG LLP has been selected the Audit Committee to be the independent registered public accountant for FMC Corporation 2026. The third item on our order of business is an advisory vote on executive compensation, which is described in our proxy statement. The fourth item on our order of business is a proposal to approve an amendment to eliminate super majority voting provisions in our certificate of incorporation, which is described in our proxy statement. The fifth item on our order of business is a proposal to approve an amendment to eliminate super majority voting standards for certain business combinations in our certificate of incorporation, which is described in our proxy statement. The sixth item on our order of business is a proposal to approve amendments to our certificate of incorporation and bylaws to provide stockholders the right to call a special meeting of stockholders at a 25% ownership threshold, which is described in our proxy statement. The seventh item on our order of business is a proposal to approve certain miscellaneous amendments to our certificate of incorporation, which is described in our proxy statement. The final item on our order of business is a proposal to approve the FMC Corporation 2026 Incentive Stock Plan, 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 2026 FMC Annual Stockholders Meeting closed at 2:14 P.M. Eastern Time. We have been informed by the inspectors of election that the preliminary vote reports show that each of the nominee for director has received at least 63,756,491 votes, constituting 74.98% 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 2026, 100,241,881 shares, constituting 95.89% of the shares represented and entitled to vote at the meeting were voted in favor of ratification. With regard to the advisory votes on executive compensation, 53,918,283 shares, constituting 63.17% of the shares represented and entitled to vote at the meeting were voted in favor of FMC's executive compensation agreement. With regard to the proposal to approve the amendment to eliminate super majority voting provision in our certificate of incorporation, 82,761,264 shares, constituting 66.17% of the shares of common stock outstanding were voted in favor of the amendments to our certificate of incorporation. With regard to the proposal to approve the amendment to eliminate super majority voting standards for certain business combinations in our certificate of incorporation, 83,171,960 shares, constituting 66.51% of the shares of common stock outstanding, were voted in favor of the amendment to our certificate of incorporation. With regard to the proposal to approve the amendments to our certificate of incorporation and bylaws to provide stockholders with the right to call a special meeting of stockholders at a 25% ownership threshold, 84,374,321 shares, constituting 67.47% of the shares of common stock outstanding, were voted in favor of the amendments to our certificate of incorporation and bylaws. With regard to the proposal to approve certain miscellaneous amendments to our certificate of incorporation. 84,076,377 shares constituting 67.23% of the shares of common stock outstanding were voted in favor of the amendments to our certificate of incorporation. With regard to the proposal to approve the FMC Corporation 2026 Incentive Stock Plan, 82,074,210 shares constituting 96.41% of the shares represented and entitled to vote at the meeting were voted in favor of approving the plan. I hereby declare that the nominees for the director have been duly elected, that the appointment of KPMG LLP to serve as independent registered public accountant for 2026 has been duly ratified, that the advisory votes on FMC's executive compensation arrangement has been approved by the stockholders, that the stockholders have not approved the proposal to approve an amendment to eliminate super majority voting provision in our certificate of incorporation, that the stockholders have not approved the proposal to approve an amendment to eliminate super majority voting standards for certain business combinations in our certificate of incorporation, that the stockholders have not approved the proposal to approve amendments to our certificate of incorporation in bylaws to provide a 25% ownership threshold for stockholders to call a special meeting, that the stockholders have approved the proposal to approve certain recent amendments to our certificate of incorporation, and that the stockholders have approved the FMC Corporation 2026 Incentive Stock Plan. The preliminary vote tabulation does not take into account any votes that may have been cast at the meeting. We will need to count any votes cast at the meeting to determine if these preliminary results stand, and we will report the final results in a Form 8-K to be filed with the SEC in the coming days. 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. The 2026 annual meeting of stockholders of FMC is now adjourned. At this time, we are pleased to address questions that adhere to the guideline for this meeting. You may submit questions through the virtual meeting website. I will now pause a moment to review the list of submitted questions, and our General Counsel and Corporate Secretary, Sara Ponessa, will read aloud pertinent questions for me to address. We have received a question about FMC's transition planning on hazardous products in the health. At FMC, we continue to phase out highly hazardous pesticides using the FAO's globally recognized criteria, regularly reviewing our portfolio and existing products where effective alternatives exist. In limited cases where alternatives are not yet available and crops face serious risk, we apply robust risk assessments and stewardship programs to support reasonable use. These products represented about 0.1% of revenue last year. While synthetic products remain essential to global food production, our focus is on responsibly reducing reliance on higher risk products over time while continuing to meet growers' needs. Additional details are included in our sustainability reports. Thank you, Sarah. There are no further questions submitted that adhere to the rules of order for this meeting. If any stockholders wish to follow up with us, I encourage them to reach out to the investor relations contact on the fmc.com website. I would like to thank everyone for joining us today at FMC's 2026 Annual Meeting of Stockholders. Enjoy the rest of your day. That concludes our meeting today. You may now disconnect.