ITEM 5.02. DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

On April 27, 2020, FMC Corporation (the "Company") entered into a letter agreement with Pierre R. Brondeau, the Company's chief executive officer and chairman of the Board of Directors. The letter agreement sets forth changes to Mr. Brondeau's employment terms, effective upon his upcoming transition from chief executive officer to executive chairman of the Company on June 1, 2020 (the "Transition Date"), as described below. Effective on the Transition Date, the letter agreement entirely supersedes Mr. Brondeau's (i) letter agreement dated October 23, 2009, as amended on November 6, 2012, and (ii) Amended and Restated Severance Agreement dated November 6, 2012. Beginning on the Transition Date, Mr. Brondeau's rate of base salary will be $600,000 per year. He will not be eligible to earn an annual incentive award as executive chairman, although he will remain eligible for a pro-rated 2020 annual incentive in respect of his service as chief executive officer during the first five months of 2020. Mr. Brondeau will not be eligible for severance benefits if his employment ceases following the Transition Date for any reason, but the effect of any cessation of employment on his outstanding equity awards will continue to be determined under the terms of the applicable award agreements. Following the Transition Date, Mr. Brondeau will not be eligible to receive most executive-level perquisites. However, he may continue to participate in the Company's Nonqualified Savings and Investment Plan, subject to the eligibility requirements of that plan. He will also continue to be entitled to indemnification and the benefit of directors' and officers' liability insurance, to the same extent as other officers and directors of the Company. The foregoing summary of the letter agreement is qualified in its entirety by reference to the letter agreement, which is attached to this Current Report as Exhibit 10.1 and which is incorporated by reference into this Item 5.02.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS (a) We held our annual meeting of stockholders on April 28, 2020 (the "Annual Meeting"); 129,440,514 shares of common stock were entitled to be voted; 115,395,699 shares were voted in person or by proxy. (b) At the Annual Meeting, Pierre Brondeau, Eduardo E. Cordeiro, Mark Douglas, C. Scott Greer, K'Lynne Johnson, Dirk A. Kempthorne, Paul J. Norris, Margareth Øvrum, Robert C. Pallash, William H. Powell and Vincent R. Volpe, Jr. were each duly nominated for, and elected by the stockholders to our Board of Directors (the "Board"). These individuals will serve on our Board for a one-year term expiring in 2021. The number of votes cast for, against, abstained, and the number of broker non-votes with respect to each nominee is set forth below:



                                For             Against        Abstain       Broker Non-Votes
Pierre Brondeau            101,768,500        6,634,200        60,660             6,932,339
Eduardo E. Cordeiro        106,291,521        2,104,669        67,170             6,932,339
Mark Douglas               106,204,727        2,198,317        60,316             6,932,339
C. Scott Greer             102,522,087        5,875,871        65,402             6,932,339
K'Lynne Johnson            107,645,894          755,380        62,086             6,932,339
Dirk A. Kempthorne         105,655,598        2,725,112        82,650             6,932,339
Paul J. Norris             102,401,822        5,981,759        79,779             6,932,339
Margareth Øvrum            107,341,694        1,060,544        61,122             6,932,339
Robert C. Pallash          104,972,232        3,422,342        68,786             6,932,339
William H. Powell          107,771,926          625,467        65,967             6,932,339
Vincent R. Volpe Jr.       103,781,083        4,613,959        68,318             6,932,339

Accordingly, each of the nominees was duly elected.

(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, 2020. The number of votes cast for, against and abstained with respect to this proposal is set forth below:

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                Votes
For:        110,264,552
Against:      4,905,424
Abstain:        225,723

Accordingly, the selection of KPMG LLP as the company's independent registered public accounting firm for 2020 was ratified.

(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:



                         Votes
For:                  99,469,901
Against:               8,788,531
Abstain:                 204,928

Broker Non-Votes: 6,932,339




ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits
10.1   Letter Agreement     dated April 27, 2020 between FMC Corporation and

Pierre Bron deau

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