FMC : 2022 Proxy Statement

FMC Corporation

March 11, 2022

Dear Stockholder:

It is my pleasure to invite you to attend the Company's 2022 Annual Meeting of Stockholders. The meeting will be held virtually on Thursday, April 28, 2022, at 2:00 p.m. EDT. The meeting can be accessed by visiting www.virtualshareholdermeeting.com/FMC2022, where you will be able to listen to the meeting live, submit questions and vote online. The Notice of Annual Meeting and Proxy Statement accompanying this letter describe the business to be conducted at the meeting.

During the meeting, President and CEO Mark Douglas will report on the Company's earnings, results and other achievements during 2021 and on our outlook for 2022. We welcome this opportunity to have a dialogue with our stockholders and look forward to your comments and questions.

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

If you wish to vote during the meeting, please refer to the section of the proxy statement entitled "How to Vote" for specific instructions.

I look forward to the Annual Meeting on April 28th.

Sincerely,

Pierre Brondeau

Chairman of the Board

Notice of Annual Meeting of Stockholders

Thursday, April 28, 2022

2:00 p.m.

The meeting can be accessed by visiting www.virtualshareholdermeeting.com/FMC2022. There will be no physical location for stockholders to attend.

Dear Stockholder:

You are invited to the Annual Meeting of Stockholders of FMC Corporation to be held in a virtual meeting format at the time noted above. At the meeting, we will ask you to:

1. Elect twelve directors, each for a term of one year.
2. Ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022.
3. Hold an advisory (non-binding) vote on executive compensation.
4. Consider and act upon any other business properly brought before the meeting.

THE BOARD RECOMMENDS A VOTE FOR ITS NOMINEES FOR DIRECTOR AND FOR PROPOSALS 2 AND 3.

Your vote is important. To be sure your vote counts and ensure a quorum, please vote, sign, date and return the enclosed proxy card whether or not you plan to attend the virtual meeting; or if you prefer, please follow the instructions on the enclosed proxy card for voting by internet or by telephone whether or not you plan to attend the meeting virtually.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 28, 2022:

The proxy statement and the annual report to security holders are available atwww.fmc.com. Upon request of any stockholder, a copy of FMC Corporation's Annual Report on Form 10-K for the fiscal year ended December 31, 2021, including a list of the exhibits thereto, may be obtained, without charge, by writing to the Company's Corporate Secretary, FMC Tower at Cira Centre South, 2929 Walnut Street, Philadelphia, Pennsylvania 19104.

March 11, 2022

By order of the Board of Directors,

Michael F. Reilly

Executive Vice President, General Counsel,

Chief Compliance Officer and Secretary

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

Table of contents

I.	Information About Voting	5
II.	The Proposals to be Voted on	7

PROPOSAL 1 Election of Directors 7

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

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

III. Board of Directors

9

Director Qualifications	and	Board Diversity 9
Nominees for Director	11

IV. Information About the Board of Directors and Corporate Governance

17

Meetings 17

Committees and Independence of Directors 17

Director Compensation 19

Corporate Governance 22

V. Security Ownership of FMC Corporation26

Management Ownership 26 Other Security Ownership 27

VI. Executive Compensation

28

Compensation Discussion and Analysis 28 Compensation and Organization Committee Report 47 Executive Compensation Tables 48 Pay Ratio Disclosure 53 Potential Payments Upon Termination or Change in Control 54

VII. Other Matters

58

Audit Committee Report 58 Householding 58 Expenses Relating to this Proxy Solicitation 59

FMC CORPORATION - Notice of Annual Meeting of Stockholders and Proxy Statement 3

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1. INFORMATION ABOUT VOTING

Solicitation of Proxies

The Board of Directors (also referred to herein as the "Board") of FMC Corporation (the "Company" or "FMC") is soliciting proxies for use at the Company's 2022 Annual Meeting of Stockholders and any postponements or adjournments of that meeting (as so postponed or adjourned, the "2022 Annual Meeting" or the "Annual Meeting"). As permitted by Securities and Exchange Commission ("SEC") rules, we are making this proxy statement available to our stockholders electronically via the internet at www.fmc.com. On or about March 11, 2022, we first mailed to our stockholders a Notice containing instructions on

how to access this proxy statement, the accompanying form of proxy and the Company's Annual Report for 2021. If you received a Notice by mail, you will not receive a printed copy of the proxy materials in the mail. Instead, the Notice instructs you on how to access and review all of the important information contained in the proxy statement. The Notice also instructs you on how you may submit your proxy over the Internet. If you received a Notice by mail and would like to receive a printed copy of our proxy materials, you should follow the instructions for requesting such materials contained on the Notice.

Instructions for the Virtual Annual Meeting

This year our Annual Meeting will be completely virtual. There will be no physical meeting location. The meeting will only be conducted via live webcast. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity, as well as to avoid potential Covid-19 risks associated with in-person gatherings. We have worked to offer the same participation opportunities as would be provided at an in-person meeting while further enhancing the online experience available to all stockholders regardless of their location.

To participate in the virtual meeting, visit www.virtualshareholdermeeting. com/FMC2022 and enter the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, on your proxy card, or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 1:30 p.m. Eastern Daylight Savings Time ("EDT") on April 28, 2022. The meeting will begin promptly at 2:00 p.m. EDT on April 28, 2022.

Whether or not you participate in the virtual meeting, it is important that your shares be part of the voting process. You may log on to

www.proxyvote.com and enter your 16-digit control number. The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong WiFi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of time to log in and ensure that they can hear streaming audio prior to the start of the meeting. We will have technicians ready to assist you with any technical difficulties you may have accessing the virtual meeting. If you encounter any difficulties accessing the virtual meeting during the meeting, please call toll free: 1-844-986-0822, or if calling internationally, please call: 1-303-562-9302.

You may submit a question before or during the meeting online at www.proxyvote.com after logging in with your 16-digit control number. Questions may be submitted during the Annual Meeting through www.virtualshareholdermeeting.com/FMC2022. We will post questions and answers if applicable to our business on our Investor Relations website shortly after the meeting.

Agenda Items

The agenda for the Annual Meeting is to:

1. Elect twelve directors;
2. Ratify the appointment of KPMG LLP as the Company's independent registered public accounting firm for 2022;

1. Hold an advisory (non-binding) vote on executive compensation; and
2. Conduct other business properly brought before the meeting.

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 the record date. The record date is the close of business on March 2, 2022. You will have one vote for each share of Common Stock. As of March 2, 2022, there were 125,893,098 shares of Common Stock outstanding.

FMC CORPORATION - Notice of Annual Meeting of Stockholders and Proxy Statement 5