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FMC > SEC Filings for FMC > Form 8-K on 24-Apr-2013All Recent SEC Filings

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Form 8-K for FMC CORP


24-Apr-2013

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) We held our annual meeting of stockholders on April 23, 2013 (the "Annual Meeting"); 137,932,955 shares of common stock were entitled to be voted; 123,893,590 shares were voted in person or by proxy.
(b) At the Annual Meeting, Pierre Brondeau, Dirk A. Kempthorne and Robert C. Pallash were each duly nominated for, and elected by the stockholders to our Board of Directors (the "Board"). These individuals will serve on our Board along with Edward J. Mooney, William H. Powell, Vincent R. Volpe, Jr., Eduardo E. Cordeiro, Peter D'Aloia, C. Scott Greer and Paul J. Norris, each of whose terms continued after the Annual Meeting. The number of votes cast for, against, abstained, and the number of broker non-votes with respect to each nominee is set forth below:
     Nominee             For       Withhold     Abstain    Broker Non-Votes
Pierre Brondeau      112,877,179   1,959,823   3,260,092      5,796,496
Dirk A. Kempthorne   115,881,097    430,762    1,785,235      5,796,496
Robert C. Pallash    114,795,162   1,382,081   1,919,851      5,796,496

(c) At the Annual Meeting, the stockholders also voted on the ratification of the Audit Committee's approval for the continuing service of KPMG LLP as the company's independent registered public accounting firm for the fiscal year ending December 31, 2013. The number of votes cast for, against and abstained with respect to this proposal is set forth below:

For Against Abstain
119,359,286 4,204,164 330,140

(d) At the Annual Meeting, the stockholders also voted, in a non-binding advisory vote, to approve the compensation of the Company's named executive officers as disclosed pursuant to the compensation disclosure rules of the Securities and Exchange Commission. The number of votes cast for, against and abstained, and the number of broker non-votes, with respect to this proposal is set forth below:

For Against Abstain Broker Non-Votes 111,975,966 5,524,705 596,423 5,796,496

(e) At the Annual Meeting, the stockholders recommended that the Company's Restated Certificate of Incorporation be amended to eliminate the classification of the Board of Directors. The number of votes cast for, against and abstained, and the number of broker non-votes, with respect to this proposal is set forth below:

For Against Abstain Broker Non-Votes 116,908,395 890,135 298,564 5,796,496


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