FMC director Dirk Kempthorne dies; shareholders reject supermajority elimination proposals

FMC CORP

Director Dirk Kempthorne, board member since 2009, passed away.
2026 Incentive Stock Plan approved by shareholders, effective Apr 28.
Three proposals to eliminate supermajority voting provisions failed to achieve required 80% approval.
Miscellaneous charter amendments approved; bylaws amended with technical advance notice changes.
All nine director nominees elected; KPMG ratified; say-on-pay passed with 53.9M for, 31M against.

item 5.02 item 5.03 item 5.07 item 9.01

Executive movements

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Departed

Dirk A. Kempthorne

Director

FMC · FMC CORP

Filed: April 29, 2026, 7:59 PM ET

FMC Corporation (the “ Company ”) announced the passing of Dirk A. Kempthorne, a member of our board of directors (the “ Board ”) since 2009.

Key facts

Extracted from this filing and checked against the source text.

Executive change SEC 8-K Item 5.02 confidence 0.95

Dirk A. Kempthorne departed as Director at FMC CORP.

Action: announced the passing of
Role: Director

Exact text from the filing

FMC Corporation (the “ Company ”) announced the passing of Dirk A. Kempthorne, a member of our board of directors (the “ Board ”) since 2009.

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FMC CORP: Stockholders approved miscellaneous amendments to the Restated Certificate of Incorporation, effective upon filing on April 29, 2026 (effective 2026-04-29).

Change: charter amendment
Effective: 2026-04-29

Exact text from the filing

stockholders approved certain amendments (the “ Charter Amendments ”) to the Company’s Restated Certificate of Incorporation (the “ Certificate of Incorporation ”).

View on SEC.gov

Governance Changes SEC 8-K Item 5.03/5.05/5.06 confidence 0.9

FMC CORP: Board approved amendments to the Restated By-Laws, including technical changes to advance notice provisions, effective April 28, 2026 (effective 2026-04-28).

Change: bylaw amendment
Effective: 2026-04-28

Exact text from the filing

The Board also approved certain amendments to the Company’s Restated By-Laws (as amended, the “ Amended and Restated By-Laws ”), including certain limited technical changes related to the advance notice provisions to clarify certain procedural requirements with respect to director nominations and proposals of business.

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42 governance changes filed in the last 30 days. Browse all governance changes →

FMC CORP filing history →

Source: SEC EDGAR

accession 0000037785-26-000087

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