FMC : 2019 Proxy Statement

FMC Corporation

March 22, 2019

Dear Stockholder:

It is my pleasure to invite you to attend the Company's 2019 Annual Meeting of Stockholders. e meeting will beheld on Tuesday, April 30, 2019, at 2:00 p.m. local time at the FMC Tower at Cira Centre South, 2929 Walnut Street,24thFloor, Philadelphia, Pennsylvania. e Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

During the meeting, I will report to you on the Company's earnings, results and other achievements during 2018 andon our outlook for 2019. We welcome this opportunity to have a dialogue with our stockholders and look forwardto your comments and questions.

Your vote is important.Please vote your proxy promptly so your shares can be represented.Please see your proxy card for specific instructions on how to vote.

If you plan to attend the meeting, please send written notification to the Company's Investor Relations Department,FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, Pennsylvania 19104, so that your name canbe put on an admission list held at the registration desk at the entrance to the meeting. If your shares are held by abank, broker or other intermediary and you plan to attend, you must enclose with your notification evidence of your ownership, such as a letter from the bank, broker or intermediary confirming your ownership or a bank or brokerage firm account statement. If you wish to vote at the meeting, please refer to the section of this proxy statement entitled "How to Vote" for specific instructions.

I look forward to seeing you on April 30th.

Sincerely,

Pierre Brondeau

Chief Executive Officer and Chairman of the Board

Notice of Annual Meeting of Stockholders

Tuesday, April 30, 20192:00 p.m.

FMC Tower at Cira Centre South, 2929 Walnut Street, 24thFloor, Philadelphia, Pennsylvania

Dear Stockholder:

You are invited to the Annual Meeting of Stockholders of FMC Corporation. We will hold the meetingat the time and place noted above. At the meeting, we will ask you to:

• 1.Elect eleven directors, each for a term of one year.

• 2.Ratify the appointment of KPMG LLP as our independent registered public accounting firmfor 2019.

• 3.Hold an advisory (non-binding) vote on executive compensation.

• 4.Vote on a proposed amendment to the Company's Restated Certificate of Incorporation andthe Company's Restated By-Laws to remove the supermajority vote requirement for the removalof directors.

• 5.Consider and act upon any other business properly brought before the meeting.

THE BOARD RECOMMENDS A VOTE FOR ITS NOMINEES FOR DIRECTOR AND FORPROPOSALS 2, 3 AND 4.

Your vote is important. To be sure your vote counts and assure a quorum, please vote, sign, dateand return the enclosed proxy card whether or not you plan to attend the meeting; or if you prefer,please follow the instructions on the enclosed proxy card for voting by Internet or by telephonewhether or not you plan to attend the meeting in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FORTHE STOCKHOLDER MEETING TO BE HELD ON APRIL 30, 2019:

e proxy statement and the annual report to security holders are available atwww.fmc.comMarch 22, 2019

By order of the Board of Directors,

Andrea E. Utecht

Executive Vice President, General Counsel and Secretary

2

FMC CORPORATION-Notice of Annual Meeting of Stockholders and Proxy Statement

Table of contents

I.Information About Voting5

II.e Proposals to be Voted on7

PROPOSAL 1Election of Directors 7

PROPOSAL 2Ratification of Appointment of Independent Registered Public Accounting Firm 7

PROPOSAL 3Advisory (Non-Binding) Vote on Executive Compensation 8

PROPOSAL 4Elimination of Supermajority Requirements to Remove Directors 9

III.

Board of Directors10

Director Qualifications 10

Nominees for Director 11

IV.

Information About the Board of Directors and Corporate Governance14

Meetings 14

Committees and Independence of Directors 14

Director Compensation 16

Corporate Governance 18

V.

Security Ownership of FMC Corporation22

Management Ownership 22

Other Security Ownership 23

VI.

Executive Compensation24

Compensation Discussion and Analysis 24

Compensation and Organization Committee Report 40

Executive Compensation Tables 41

Pay Ratio Disclosure 48

Potential Payments Upon Termination or Change in Control 48

VII.Other Matters53

Section 16(a) Beneficial Ownership Reporting Compliance 53

Audit Committee Report 53

Householding 53

Expenses Relating to this Proxy Solicitation 54

is page was intentionally left blank.

I.

INFORMATION ABOUT VOTING

Solicitation of Proxies

e Board of Directors (also referred to herein as the "Board") of FMC Corporation (the "Company" or "FMC") is soliciting proxies for use atthe Company's 2019 Annual Meeting of Stockholders and any postponements or adjournments of that meeting (as so postponed or adjourned,the "2019 Annual Meeting" or the "Annual Meeting"). e Company first mailed this proxy statement, the accompanying form of proxy andthe Company's Annual Report for 2018 on or about March 22, 2019.

Agenda Items

e agenda for the Annual Meeting is to:	4.	Vote on a proposed amendment to the Company's Restated
Certificate of Incorporation and the Company's Restated By-Laws
	1.Elect eleven directors;
to remove the supermajority vote requirement for the removal of
2.Ratify the appointment of KPMG LLP as the Company's	directors; and
independent registered public accounting firm for 2019;
	5.	Conduct other business properly brought before the meeting.

3.

Hold an advisory (non-binding) vote on executive compensation;

Who Can Vote

You can vote at the Annual Meeting if you are a holder of the Company's common stock, par value of $0.10 per share ("Common Stock"), on therecord date. e record date is the close of business on March 6, 2019. You will have one vote for each share of Common Stock. As of March 6,2019, there were 131,608,289 shares of Common Stock outstanding.

How to Vote

You may vote in one of four ways:

••You can vote by signing and returning the enclosed proxy card. Ifyou do, the individuals named on the card will vote your shares inthe way you indicate;

••You can vote by Internet;••You can vote by telephone; or••You can cast your vote at the Annual Meeting.

Use of Proxies

If you plan to cast your vote at the meeting, please send written notificationto the Company's Investor Relations Department, FMC Tower at CiraCentre South, 2929 Walnut Street, Philadelphia, PA, 19104, so that yourname can be put on an admission list held at the registration desk at theentrance to the meeting. If you are a registered stockholder and wish to voteat the Annual Meeting, in addition to the above-referenced attendancenotification, you must provide proper identification as the stockholder ofrecord at the registration desk, but no additional authorization will berequired in order to cast your vote. If you hold your shares through a broker,bank or other intermediary and you wish to vote at the Annual Meeting, inaddition to the above-referenced attendance notifications, you must obtaina legal proxy from your broker, bank or other intermediary authorizingyou to vote at the Annual Meeting. We will be unable to accept a vote fromyou at the Annual Meeting without that authorization.

Unless you tell us on the proxy card to vote differently, we plan to vote signed and returned proxies FOR the Board nominees for director andFOR Proposals 2, 3 and 4, and in the discretion of the proxy holders as to any other matters that may properly come before the Annual Meeting.

Quorum Requirement

We need a quorum of stockholders to hold a valid Annual Meeting. A quorum will be present if the holders of at least a majority of the outstandingCommon Stock entitled to vote at the meeting either attend the Annual Meeting in person or are represented by proxy at the Annual Meeting. Abstentions, broker non-votes (described below) and votes withheld are counted as present for the purpose of establishing a quorum.