FMC 8-K 2012
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 24, 2012
(Exact name of registrant as specified in its charter)
Registrant’s telephone number, including area code: 215-299-6000
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Item 3.03. Material Modifications to Rights of Security Holders.
The information set forth in Item 5.03 of this Current Report on Form 8-K is incorporated herein by reference.
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On April 24, 2012, at the 2012 Annual Meeting of Stockholders (the “Annual Meeting”) of FMC Corporation (the “Company”), the Company's stockholders approved an amendment to the Company's Restated Certificate of Incorporation to increase the number of authorized shares of the Company's Common Stock from 130 million to 260 million (the “Share Increase Amendment”). The Share Increase Amendment replaces Section (a) of Article Fourth of the Restated Certificate of Incorporation with the following language:
“The total number of shares of stock which the Corporation shall have authority to issue is 265,000,000 shares, consisting of 260,000,000 shares of Common Stock, par value $.10 per share, and 5,000,000 shares of Preferred Stock, without par value.”
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) We held our annual meeting of stockholders on April 24, 2012 (the “Annual Meeting”); 69,112,173 shares of common stock were entitled to be voted; 61,764,937 shares were voted in person or by proxy.
(b) At the Annual Meeting, Eduardo E. Cordeiro, Peter D'Aloia, C. Scott Greer, Paul J. Norris and William H. Powell 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 Pierre Brondeau, Dirk A. Kempthorne, Edward J. Mooney, Robert C. Pallash and Vincent R. Volpe, Jr., each of whose terms continued after the Annual Meeting. The number of votes cast for, withhold, abstained, and the number of broker non-votes with respect to each nominee is set forth below:
Item 8.01. Other Events.
On April 24, 2012, after the stockholders approved the Share Increase Amendment at the Annual Meeting, the Company's Board of Directors declared a two-for-one split of its common stock to be effected in the form of a distribution payable on May 24, 2012 to stockholders of record of its common stock as of the close of business on May 11, 2012. Trading in the common stock will begin on a post-split adjusted basis on May 25, 2012.
In addition, the Company's Board of Directors declared a regular quarterly dividend of 9 cents per share, after giving effect to the stock split, payable on July 19, 2012, to stockholders of record at the close of business on June 29, 2012.
A copy of the press release announcing these events is filed as Exhibit 99.1 to this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.