Corporate GovernanceApr 29, 2026, 05:02 PM
FMC Adopts Restated By-Laws, Includes Stockholder Proxy Access
AI Summary
FMC Corporation adopted restated By-Laws on April 28, 2026, which include significant updates to its corporate governance framework. A key change is the introduction of a proxy access provision, allowing eligible stockholders to nominate directors for inclusion in the company's proxy materials. To qualify, stockholders must own at least 3% of the common stock for a continuous three-year period. The number of stockholder nominees is capped at the greater of two or 20% of the board, with specific requirements for nomination notices and nominee eligibility.
Key Highlights
- FMC adopted restated By-Laws on April 28, 2026.
- New Section 2A allows stockholder proxy access for director nominations.
- Eligible stockholders must own 3% of common stock for 3 years.
- Max 20% of board or 2 directors can be stockholder nominees.
- Nomination notice period: 150-120 days before annual meeting anniversary.
- Nominees must meet independence and other eligibility criteria.
- Defines "ownership" for proxy access, excluding certain derivatives.
- Board can interpret Section 2A and exclude ineligible nominees.
Price Impact
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