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

(e)



On April 27, 2023, FMC Corporation (the "Company") held its annual meeting of
stockholders (the "Annual Meeting"). At the Annual Meeting, the stockholders
voted to approve the FMC Corporation 2023 Incentive Stock Plan (the "Plan");
accordingly, the Plan became effective as of April 27, 2023. A description of
the Plan can be found in the Company's Proxy Statement on Schedule 14A filed
with the SEC on March 10, 2023 (the "Proxy Statement") under "II. The Proposals
to be Voted On - Proposal 3 Approval of the FMC 2023 Incentive Stock Plan -
Description of the 2023 Plan", which description is incorporated to this Item
5.02 by reference thereto. Such description does not purport to be complete and
is qualified in its entirety by reference to the Plan, which is filed as an
exhibit to this Current Report on Form 8-K.

ITEM 5.07. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

(a) The Company held its Annual Meeting on April 27, 2023; 125,141,775 shares of common stock were entitled to be voted; 111,875,623 shares were voted in person or by proxy.



(b)  At the Annual Meeting, Pierre Brondeau, Eduardo E. Cordeiro, Carol Anthony
("John") Davidson, Mark Douglas, Kathy L. Fortmann, C. Scott Greer, K'Lynne
Johnson, Dirk A. Kempthorne, Margareth Øvrum, 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 for a one-year term
expiring in 2024. 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                                 99,801,956              5,333,016                 106,483                 6,634,168
Eduardo E. Cordeiro                             98,874,313              6,243,174                 123,968                 6,634,168
Carol Anthony ("John") Davidson                104,326,978                802,855                 111,622                 6,634,168
Mark Douglas                                   102,934,979              2,213,280                  93,196                 6,634,168
Kathy L. Fortmann                              102,331,068              2,798,704                 111,683                 6,634,168
C. Scott Greer                                  97,339,848              7,785,129                 116,478                 6,634,168
K'Lynne Johnson                                102,695,627              2,343,266                 202,562                 6,634,168
Dirk A. Kempthorne                              99,649,392              5,482,460                 109,603                 6,634,168
Margareth Øvrum                                101,791,644              3,329,190                 120,621                 6,634,168
Robert C. Pallash                               99,242,710              5,884,136                 114,609                 6,634,168



  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, 2023. The number of votes cast for, against and abstained
with respect to this proposal is set forth below:
                                             Votes
                             For:        106,735,488
                             Against:      4,903,152
                             Abstain:        236,983

Accordingly, the selection of KPMG LLP as the company's independent registered public accounting firm for 2023 was ratified.




(d)  At the Annual Meeting, the stockholders also voted on a proposal to approve
the Plan. 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:

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                          Votes
For:                   98,337,131
Against:                6,825,120
Abstain:                   79,204
Broker Non-Votes:       6,634,168

Accordingly, the Plan was approved by the stockholders and became effective on April 27, 2023.



(e) 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:                   96,038,680
Against:                8,972,887
Abstain:                  229,888
Broker Non-Votes:       6,634,168



(f) At the Annual Meeting, the stockholders indicated their preference, in a
non-binding advisory vote, with respect to the frequency of future advisory
votes regarding the compensation of the Company's named executive officers. The
number of votes cast to hold future advisory votes regarding executive
compensation every year, every two years and every three years, and the number
of shares abstaining, is set forth below:

                         Votes
One Year:            103,212,544
Two Years:                60,621
Three Years:           1,825,872
Abstain:                 142,418
Broker Non-Votes:      6,634,168



In accordance with these results and its previous recommendation (as set forth
in the definitive proxy statement for the 2023 Annual Meeting), the Board has
determined that the Company will hold future advisory votes regarding the
compensation of the Company's named executive officers every year until the next
advisory vote on the frequency of advisory votes regarding executive
compensation, which the Company expects to hold no later than its 2029 Annual
Meeting of Stockholders.





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ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS



(d) Exhibits
     Exhibit No.                                  Exhibit Description
        10.1            FMC Corporation 2023 Incentive Stock Plan

        10.1a           Form of Employee Restricted Stock Unit Award under the FMC Corporation

                      2023 Incentive Stock Plan

        10.1b           Form of Employee Non-Qualified Stock Option Award under the FMC
                      Corporation 2023 Incentive Stock Plan

        10.1c           Form of Non-Employee Director Restricted Stock Unit Award Agreement -
                      Annual Grant under the FMC Corporation 2023 Incentive Stock Plan

        10.1d           Form of Non-Employee Director Restricted Stock Unit Award Agreement -
                      Retainer Grant under the FMC Corporation 2023

Incentive Stock Plan

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