<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
FMC CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
-------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
-------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
the filing fee is calculated and state how it was determined):
-------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
-------------------------------------------------------------------------
(5) Total fee paid:
-------------------------------------------------------------------------
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
-------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
-------------------------------------------------------------------------
(3) Filing Party:
-------------------------------------------------------------------------
(4) Date Filed:
-------------------------------------------------------------------------
Notes:
<PAGE>
LOGO
- --------------------------------------------------------------------------------
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Chicago, Illinois
March 12, 1997
To the Stockholders:
The Annual Meeting of the Stockholders of FMC Corporation (the "Company") will
be held at the Indiana Room on Lower Level One, Amoco Building, 200 East
Randolph Drive, Chicago, Illinois, on Friday, April 18, 1997, at 2:00 p.m. for
the following purposes:
1. To elect four directors of the Company for a term expiring at the 2000
Annual Meeting of Stockholders;
2. To ratify the appointment of KPMG Peat Marwick LLP as the Company's
independent auditors for fiscal year 1997; and
3. To transact such other business as may properly come before the meeting
or any adjournment or postponement thereof.
Only stockholders of record at the close of business on February 27, 1997, are
entitled to notice of, and to vote at, the meeting and at any adjournment or
postponement thereof. A complete list of such stockholders will be open for
examination by any stockholder for any purpose germane to the meeting at the
principal executive office of the Company located at 200 East Randolph Drive,
Chicago, Illinois, for a period of 10 days prior to the meeting.
IF YOU DO NOT EXPECT TO ATTEND IN PERSON, PLEASE SIGN AND RETURN THE ENCLOSED
PROXY.
By order of the Board of Directors
Robert L. Day
Secretary
<PAGE>
LOGO
- --------------------------------------------------------------------------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
----
<C> <S> <C>
Solicitation.............................................................. 1
I. Election of Directors.............................................. 1
Nominees for Director.............................................. 2
Directors Continuing in Office..................................... 4
Information Concerning the Board of Directors...................... 9
Security Ownership of the Company.................................. 11
II. Ratification of Selection of Independent Auditors.................. 14
III. Executive Compensation............................................. 14
Summary Compensation Table......................................... 14
Option Grants...................................................... 16
Aggregated Option Exercises in 1996 and Year-End Option Values..... 16
Long-Term Incentive Plan........................................... 17
Retirement Plans................................................... 18
Termination of Employment and Change of Control Arrangements....... 19
Report of the Compensation Committee on Executive Compensation..... 20
Stockholder Return Performance Presentation........................ 23
IV. Vote Required...................................................... 24
V. Section 16(a) Beneficial Ownership Reporting Compliance............ 24
VI. Proposals for 1998 Annual Meeting.................................. 25
VII. Other Matters...................................................... 25
</TABLE>
<PAGE>
LOGO
- --------------------------------------------------------------------------------
PROXY STATEMENT
FMC Corporation
200 East Randolph Drive
Chicago, Illinois 60601
March 12, 1997
SOLICITATION
This Proxy Statement is being furnished in connection with the solicitation of
proxies by the Board of Directors of FMC Corporation, a Delaware corporation
("FMC" or the "Company") from holders of the Company's outstanding shares of
common stock, par value of $.10 per share (the "Common Stock") for use at the
Annual Meeting of Stockholders of the Company (the "Annual Meeting") to be held
at the time and place and for the purposes set forth in the accompanying
Notice. Proxies furnished may be revoked by a stockholder at any time prior to
their use, and the shares represented by the proxies received will be voted as
directed. If no direction is given, the shares will be voted as recommended by
the Board of Directors.
The Company will pay all expenses connected with the solicitation of proxies.
In addition to solicitation by mail, officers, directors and regular employees
of the Company may solicit proxies by telephone, telegraph or personal call
without special compensation therefor. The Company expects to reimburse banks,
brokers and other persons for their reasonable out-of-pocket expenses in
handling proxy material for beneficial owners.
Only holders of record of Common Stock at the close of business on February 27,
1997, are entitled to vote at the annual meeting. On that date there were
issued and outstanding 37,232,506 shares of Common Stock. Each of such shares
is entitled to one vote.
The annual report of the Company for the year 1996, including financial
statements, and this proxy statement and accompanying form of proxy were mailed
on March 12, 1997, to all stockholders of record as of February 27, 1997.
I. ELECTION OF DIRECTORS
The Company's Certificate of Incorporation provides for three classes of
directors of as nearly equal size as possible. The term of each class of
directors is three years, and the term of one class expires each year in
rotation. The term of the directors comprising Class II expires at the 1997
Annual Meeting of the Company's stockholders.
At the present time it is intended that shares represented by the proxies
received will be voted for the election of Dr. Buffler and Messrs. Brady,
Costello and Yeutter, the persons nominated by the Board, for a three-year term
expiring at the 2000 Annual Meeting of Stockholders. The nominees currently are
all members of Class II.
1
<PAGE>
- --------------------------------------------------------------------------------
The Board of Directors expects that all of the nominees will be able and
willing to serve as directors. If any nominee should become unavailable, for
reasons not now known, the proxies may be voted for another person nominated by
the present Board of Directors to fill the vacancy, or the size of the Board
may be reduced.
RECOMMENDATION OF THE BOARD
THE BOARD RECOMMENDS A VOTE FOR THE ELECTION OF THE NOMINEES LISTED BELOW AS
CLASS II DIRECTORS OF THE COMPANY.
NOMINEES FOR DIRECTOR
CLASS II--FOR A TERM EXPIRING IN 2000
- --------------------------------------------------------------------------------
Name: Larry D. Brady
[PHOTO] Principal Occupation: President, FMC Corporation
Age: 54
Director Since: 1989
Mr. Brady was elected President of FMC Corporation in October 1993 after
serving as Executive Vice President from September 1989. He joined FMC in 1978
as Planning Director of Special Products Group and held several management
positions over the next few years. He was elected a Vice President of the
corporation in 1984, and from 1983 to 1988 he served as General Manager of
FMC's Agricultural Chemical Group. Prior to joining FMC, Mr. Brady held senior
management positions at TRW Inc. and Beatrice Foods Company. He is a director
of Harnischfeger Industries and he serves on the Executive Committee of the
National Association of Manufacturers, the Advisory Board of Northwestern
University's Kellogg School of Management, the Board of Trustees of the
National Merit Scholarship Program and as President of Steppenwolf Theatre.
- --------------------------------------------------------------------------------
2
<PAGE>
LOGO
- --------------------------------------------------------------------------------
Name: Patricia A. Buffler
[PHOTO] Principal Occupation: Dean, Professor of Epidemiology, School
of Public Health, University of California, Berkeley
Age: 58
Director Since: 1994
Dr. Buffler has served in her current position since 1991. She received her BSN
from Catholic University of America in 1960, and a master's degree in public
health and epidemiology and a PhD in epidemiology from the University of
California, Berkeley in 1965 and 1973, respectively. She currently serves as an
advisor to the World Health Organization, the National Institutes of Health,
the U.S. Department of Defense, the U.S. Public Health Service Centers for
Disease Control, the U.S. Department of Energy, the U.S. Environmental
Protection Agency and the National Research Council. She was elected as a
Fellow of the American Association for the Advancement of Science in 1993 and
serves as an officer for the Medical Sciences section. She has served as
President for the Society for Epidemiologic Research (1986), the American
College of Epidemiology (1992), and the International Society for Environmental
Epidemiology (1992-1993). She is a Board member and Chair of the National Urban
Air Toxics Research Center. Since 1993 she has served on the University of
California President's Council on National Laboratories and Chaired the
Council's Panel on Environment, Health and Safety. In 1994, she was elected to
the Institute of Medicine, National Academy of Sciences.
- --------------------------------------------------------------------------------
Name: Albert J. Costello
[PHOTO] Principal Occupation: Chairman, President and Chief Executive
Officer, W.R. Grace & Co.
Age: 61
Director Since: 1995
Since May 1995, Mr. Costello has served as chairman, president and chief
executive officer of W.R. Grace & Co. Before joining W.R. Grace & Co., he
served as chairman of the board and chief executive officer of American
Cyanamid Company from April 1993 through December 1994, when it was acquired by
American Home Products. He served as president of American Cyanamid from 1991
through March 1993. He joined Cyanamid as a chemist in 1957, and held a number
of research, marketing and management positions in the US, Mexico and Spain. In
1983, he was appointed executive vice president and a member of the Executive
Committee. Mr. Costello is a director of W.R. Grace & Co., and Becton Dickinson
and Company; and the Chemical Manufacturers Association; a trustee of Fordham
University and the American Enterprise Institute for Public Policy Research;
and a member of the Business Roundtable.
- --------------------------------------------------------------------------------
3
<PAGE>
- --------------------------------------------------------------------------------
Name: Clayton Yeutter
[PHOTO] Principal Occupation: Of Counsel, Law Firm of Hogan & Hartson
Age: 66
Director Since: 1993
Mr. Yeutter originally joined FMC's Board in 1991 and resigned in 1992 to
become Counselor to the President of the United States for Domestic Policy. He
had served as Chairman of the Republican National Committee in 1991 and as
Secretary of Agriculture from 1989 to 1991. From 1985 to 1989, Mr. Yeutter was
U.S. Trade Representative. Prior to that he was President and Chief Executive
Officer of the Chicago Mercantile Exchange (1978-85). Mr. Yeutter earlier held
three sub-cabinet posts in the U.S. Government and also spent several years as
a faculty member of the Department of Agricultural Economics at the University
of Nebraska. He is a director of Texas Instruments, Inc., Conagra Inc.,
Caterpillar Inc., BAT Industries, IMC Global Inc. and the Oppenheimer Funds
group of investment companies.
- --------------------------------------------------------------------------------
DIRECTORS CONTINUING IN OFFICE
CLASS III--TERM EXPIRING IN 1998
- --------------------------------------------------------------------------------
Name: B. A. Bridgewater, Jr.
[PHOTO] Principal Occupation: Chairman of the Board, President and
Chief Executive Officer, Brown Group, Inc.
Age: 62
Director Since: 1979
Mr. Bridgewater became Chairman and Chief Executive Officer of Brown Group,
Inc., in March 1985. Brown Group is a diversified manufacturer and retailer of
footwear. Mr. Bridgewater became the company's Chief Executive Officer in June
1982, served as President from 1979 to 1987 and in 1990 resumed the presidency
of the company. From 1975 to 1979, he was Executive Vice President of Baxter
Travenol Laboratories, and from 1964 to 1975 he was a Director of McKinsey &
Company, Inc. He served as Associate Director of National Security and
International Affairs in the Office of Management and Budget in the Executive
Office of the President of the United States. He is a director of McDonnell
Douglas Corporation, ENSERCH Corporation, Enserch Exploration, Inc. and
NationsBank Corporation and a Trustee of Washington University in St. Louis,
Missouri.
- --------------------------------------------------------------------------------
4
<PAGE>
LOGO
- --------------------------------------------------------------------------------
Name: Paul L. Davies, Jr.
[PHOTO] Principal Occupation: President, Lakeside Corporation, a real
estate investment company
Age: 66
Director Since: 1965
Mr. Davies became the President of Lakeside Corporation in 1989. Previously, he
had been a Partner in the San Francisco law firm of Pillsbury, Madison & Sutro
from 1963 to 1989. He was an Associate of the law firm from 1957 to 1963. He is
President of The Herbert Hoover Foundation, Inc., Member of the Board of
Overseers of the Hoover Institution and an Honorary Trustee of the California
Academy of Sciences.
- --------------------------------------------------------------------------------
Name: William F. Reilly
[PHOTO] Principal Occupation: Chairman and Chief Executive Officer of
K-III Communications Corp., a diversified media company
Age: 58
Director Since: 1992
Mr. Reilly is the founder of K-III Communications Corp. He has served as
Chairman and Chief Executive Officer of the firm since February 1990. From 1980
to 1990 he was with Macmillan, Inc., where he served as President and Chief
Operating Officer since 1981. Prior to that, he was with W.R. Grace beginning
in 1964, serving as Assistant to the Chairman from 1969 to 1971 and serving
successively from 1971 to 1980 as President and Chief Executive Officer of its
Textile, Sporting Goods and Home Center Divisions. Mr. Reilly serves on the
Board of Trustees of Notre Dame University and the Board of Directors of City
Meals on Wheels and as a Trustee of WNET, the public television station serving
the New York area.
- --------------------------------------------------------------------------------
5
<PAGE>
- --------------------------------------------------------------------------------
Name: James R. Thompson
[PHOTO] Principal Occupation: Chairman, Chairman of the Executive
Committee and Partner, Law Firm of Winston & Strawn, Chicago,
Illinois
Age: 60
Director Since: 1991
Governor Thompson was named Chairman of the Chicago law firm of Winston &
Strawn in January 1993. He joined the firm in January 1991 as Chairman of the
Executive Committee after serving four terms as Governor of the State of
Illinois from 1977 until January 14, 1991. Prior to his term as Governor, he
served as U.S. Attorney for the Northern District of Illinois from 1971-1975.
Governor Thompson served as the Chief of the Department of Law Enforcement and
Public Protection in the Office of the Attorney General of Illinois, as an
Associate Professor at Northwestern University School of Law, and as an
Assistant State's Attorney of Cook County. He is a former Chairman of the
President's Intelligence Oversight Board and a member of the Board of Directors
of Union Pacific Resources, Inc., the Chicago Board of Trade, Prime Retail,
Inc., American National Can Co.; Jefferson Smurfit Corporation and Hollinger
International, Inc. He serves on the Boards of the Chicago Historical Society,
the Art Institute of Chicago, the Museum of Contemporary Art, the Lyric Opera,
the Illinois Math & Science Academy Foundation and the Illinois Academy of Fine
Arts.
- --------------------------------------------------------------------------------
CLASS I--TERM EXPIRING IN 1999
- --------------------------------------------------------------------------------
Name: Robert N. Burt
[PHOTO] Principal Occupation: Chairman of the Board and Chief Executive
Officer, FMC Corporation
Age: 59
Director Since: 1989
Mr. Burt is Chairman of the Board and Chief Executive Officer of FMC
Corporation. He joined FMC in 1973 as Director of Corporate Planning. He was
appointed General Manager of the Company's Agricultural Chemical Group in 1977
and became General Manager of the Company's Defense Systems Group in 1983. Mr.
Burt was elected a Vice President of the Company in 1978 and Executive Vice
President in September 1988. He became President of the corporation in March
1990, and Chairman and Chief Executive Officer in November 1991. Prior to
joining FMC, Mr. Burt held management positions with Chemetron Corporation and
Mobil Oil Corporation. He is a Director of Phelps-Dodge Corporation and Warner-
Lambert Co., he serves on the Board of Trustees and is Vice Chairman of the
Orchestral Association of Chicago, and on the Boards of Directors of the
Rehabilitation Institute of Chicago, Evanston Hospital Corporation and the
World Resource Institute, and he is a member of the Policy and Planning
Committee of the Business Roundtable.
- --------------------------------------------------------------------------------
6
<PAGE>
LOGO
- --------------------------------------------------------------------------------
Name: Jean A. Francois-Poncet
[PHOTO] Principal Occupation: Member of the French Senate
Age: 68
Director Since: 1982
Mr. Francois-Poncet was elected to the French Senate in September 1983. From
1978 to 1981, he served as the Minister of Foreign Affairs of France, and from
1976 to 1978 he was Secretary General to the French Presidency under Valery
Giscard d'Estaing. Mr. Francois-Poncet entered the private sector from 1970 to
1975 as Chairman and Chief Executive Officer of Carnaud and Company, a major
French producer of tinplate and containers. He began his public sector career
in 1955, when he joined the French Ministry of Foreign Affairs. His assignments
included European and African affairs and diplomatic appointments in the French
embassies in Morocco and Iran. Mr. Francois-Poncet serves as a member of the
Supervisory Board of Daimler-Benz, A.G.
- --------------------------------------------------------------------------------
Name: Pehr G. Gyllenhammar
[PHOTO] Principal Occupation: Senior Advisor, Lazard Freres & Co. LLC,
New York
Age: 61
Director Since: 1995
Mr. Gyllenhammar served as Managing Director and Chief Executive Officer of AB
Volvo, Goteborg, Sweden, from 1971 to 1983, as Chairman and Chief Executive
Officer until 1990, and as Executive Chairman from 1990 to December 1993. He is
Chairman of the Supervisory Board of COFINEC S.A. and he is a director of
United Technologies Corporation, Kissinger Associates, Inc., Pearson plc. and
Reuters Holdings plc. He is also Chairman of Swedish Ships' Mortgage Bank.
- --------------------------------------------------------------------------------
7
<PAGE>
- --------------------------------------------------------------------------------
Name: General Edward C. Meyer (Retired)
[PHOTO] Principal Occupation: Chairman, MITRETEK; Managing Partner,
Cilluffo Associates, L.P., a private investment group
Age: 68
Director Since: 1983
General Meyer retired as Chief of Staff of the United States Army in 1983 and
today is Chairman of MITRETEK and a managing partner of Cilluffo Associates. In
other major military assignments, he served as Senior Military Representative
on the Military Staff of the United Nations in New York and as Deputy Chief of
Staff of Operations and Plans for the U.S. Army in Washington, DC. He is a
Director of ITT Corporation, ITT Industries, Aegon U.S.A., Brown Group, Inc.,
GRC International, and FMC-Nurol Savunma Sanayii A.S., an FMC-Turkish joint
venture and a member of the Advisory Board of United Defense, L.P. He is a
Trustee of the George C. Marshall Foundation, and a member of the Board of
Overseers of the Hoover Institution and the Board of Advisors of the Center for
Strategic and International Studies. He is President of the Army Emergency
Relief Association.
- --------------------------------------------------------------------------------
8
<PAGE>
LOGO
- --------------------------------------------------------------------------------
INFORMATION CONCERNING THE BOARD OF DIRECTORS
MEETINGS. During 1996, the Company's Board of Directors held six regular
meetings, and all incumbent directors attended at least 75 percent of the total
number of meetings of the Board and all committees on which they served.
COMMITTEES. The Board has five standing committees -- an Audit Committee, a
Compensation and Organization Committee, an Executive Committee, a Nominating
and Board Procedures Committee, and a Public Policy Committee.
The Audit Committee reviews the effectiveness of the independent public
accountants and the internal auditors, including the scope of their audit
activities, and ensures that no restrictions are placed on the scope or
implementation of their audits; reviews the fees of the independent public
accountants and any significant comments or problems identified as a result of
their audits; reviews the nature of any changes in accounting policies or
principles that have a material import; inquires into the effectiveness and
adequacy of the Company's financial and accounting organization and internal
controls; reviews officers' expenses; evaluates procedures for securing and
confirming compliance with the Company's Business Conduct Guidelines; reviews
potentially significant litigation; and reviews with management and the
independent public accountants the financial statements and other material
included in the annual report on Form 10-K filed with the Securities and
Exchange Commission. The Audit Committee, composed of Messrs. Reilly
(Chairman), Gyllenhammar and Yeutter, and Dr. Buffler, met three times during
1996.
The objectives of the Compensation and Organization Committee, which comprises
only outside directors, are to review and approve compensation policies and
practices for top executives, establish the total compensation for the Chief
Executive Officer, review major changes in the Company's employee benefit
plans, monitor and review significant organization changes and management
succession planning, and recommend to the Board of Directors candidates for
officers of the Company. As of year-end, Messrs. Davies (Chairman),
Bridgewater, Costello and Reilly made up the Compensation and Organization
Committee, which met three times in 1996.
The function of the Executive Committee is to act in place of the Board when
the full Board is not in session. The members of that committee, which did not
meet in 1996, were Messrs. Malott (Chairman), Bridgewater, Burt, Davies and
Meyer.
The Nominating and Board Procedures Committee is responsible for reviewing and
recommending candidates for director, recommending Board meeting format,
corporate governance oversight, reviewing and approving director compensation
policies and establishing director retirement policies. If a stockholder wishes
to recommend a nominee for director, the recommendation should be sent to the
Corporate Secretary, at the address appearing on the first page of this proxy
statement, not less than 60 nor more than 90 days prior to an annual meeting of
stockholders. All serious recommendations will be considered by the Committee.
Messrs. Bridgewater (Chairman), Burt, Malott, Meyer and Thompson make up the
Nominating and Board Procedures Committee, which met twice during 1996.
The duties of the Public Policy Committee are to review the Company's
government and legislative programs and relations, determine the
appropriateness of the Company's programs in such areas
9
<PAGE>
- --------------------------------------------------------------------------------
as affirmative action, environmental and product quality, and employee safety
and health, assess the Company's efforts to improve local employee community
involvement and review the activities of the Company's charitable foundation.
The Public Policy Committee, whose members were Messrs. Meyer (Chairman),
Brady, Francois-Poncet, Thompson and Yeutter and Dr. Buffler, met twice during
1996.
Remuneration. In 1996, Directors who were not officers of the Company received
an annual retainer of $30,000 per year, $1,000 for each Board meeting attended,
$1,000 for each Committee meeting attended and reimbursement of reasonable
expenses incident to their service. Each non-officer Chairman of a Board
Committee received an additional annual retainer of $4,000. $15,000 of the
annual retainer paid to outside directors was paid in cash and $15,000 was paid
in stock units credited to their accounts on the Company's books provided that
directors were permitted to elect, effective on six-months advance notice, to
have all or any portion of the annual retainer, but not less than $15,000, paid
in such stock units. The number of units credited was determined as of May 1st
by dividing $15,000, or such greater amount as a director may have elected, by
the then-current market price of the Company's Common Stock. Upon retirement or
other termination of a directorship, an outside director will be entitled to
receive a number of shares of the Company's Common Stock equal to the number of
stock units credited to his or her account. The director's account is unfunded,
and no payment is due until the directorship terminates. Directors also
participated in a retirement plan which provided for either annual cash
retirement payments equal to the annual retainer in effect at the time the
director retired or an equivalent lump sum benefit calculated using actuarial
assumptions and methodology, as elected. The retirement payments were to
continue for the number of years of active non-management service as a
director.
Effective January 1, 1997, the Board approved a comprehensive compensation plan
that had as its objectives (i) termination of the retirement plan for
directors, (ii) increasing the portion of director compensation paid in stock
of the Company and (iii) ensuring that the Company's compensation program for
directors was competitive and would help to attract and retain highly qualified
candidates. Under the new plan, the annual retainer is increased to $40,000, of
which at least $25,000 must be paid in stock units. Meeting fees and committee
chairman fees are unchanged. Each year, on May 1, each director will be granted
an option to purchase 900 shares of the Company's Common Stock at an exercise
price equal to the fair market value of the shares at the date of grant. The
options will have a 10-year life and become exercisable approximately one year
after the date of grant. The number of shares subject to each prospective
option grant may be increased (or decreased) by the Board if it determines by
generally accepted option valuation methodology that the value of an option to
purchase 900 shares would be significantly less (or more) than $24,000. The
director's retirement plan has been terminated, and each current director has
been given the opportunity to choose to either receive the benefits provided
for in the old plan limited to service tenure through April 30, 1997, or
convert those benefits into stock units, payable in shares of Common Stock upon
retirement from the Board, based on the fair market value of the Common Stock
at the end of 1996.
10
<PAGE>
LOGO
- --------------------------------------------------------------------------------
Officers of the Company receive no additional compensation for their service as
directors. No other remuneration is paid to directors, and directors who are
not employees of the Company do not participate in the Company's employee
benefit plans.
Certain Relationships and Related Transactions. The Company or its subsidiaries
have done business in 1996 with certain organizations of which directors of the
Company are or, since January 1, 1996, were officers or directors. In no case
have the amounts involved been material in relation to the business of the
Company or, to the knowledge and belief of management of the Company, to the
business of the other organizations or to the individuals concerned. Such
transactions were on terms no less favorable to the Company than were
reasonably available from unrelated third parties. During 1996, the Company
paid Directors E. C. Meyer and R. H. Malott $120,000 and $200,000,
respectively, for management consulting services they provided to the Company.
Messrs. Meyer and Malott were also reimbursed for expenses incurred in
connection with those services, including office space and office support
services for Mr. Malott.
Other Matters. There is no family relationship between any of the directors or
officers of the Company.
SECURITY OWNERSHIP OF THE COMPANY
Management. The following table shows, as of March 1, 1997, the number of
shares of Common Stock of the Company beneficially owned by each director and
nominee, the chief executive officer and the four other most highly compensated
executive officers and of all executive officers as a group. Each nominee,
director and executive officer and all directors and executive officers as a
group owns beneficially less than 1 percent of the Common Stock.
<TABLE>
<CAPTION>
Beneficial Ownership on
March 1, 1997
-----------------------
Common Stock
Name of the Company
---- -----------------------
<S> <C>
William F. Beck (1).......................... 92,021
Larry D. Brady (1)........................... 108,591
B.A. Bridgewater, Jr. (2).................... 6,315
Patricia A. Buffler (2)...................... 1,247
Robert N. Burt (1)........................... 186,311
Michael J. Callahan (1)...................... 21,406
Albert J. Costello (2)....................... 1,800
Paul L. Davies, Jr. (2)(3)................... 40,890
Jean A. Francois-Poncet (2).................. 6,736
P. G. Gyllenhammar........................... 1,581
Robert H. Malott (1)(2)(4)................... 274,841
Edward C. Meyer (2).......................... 7,320
Joseph H. Netherland (1)..................... 48,618
William F. Reilly (2)........................ 14,664
James R. Thompson (2)........................ 2,841
Clayton Yeutter (2).......................... 2,869
All directors and executive officers as a
group
(28 persons) (1)(2)......................... 1,173,753
</TABLE>
11
<PAGE>
- --------------------------------------------------------------------------------
- ------
(1) Shares "Beneficially owned" include (i) shares owned by the individual,
(ii) shares held by the FMC Employees' Thrift and Stock Purchase Plan
("Thrift Plan") for the account of the individual as of December 31, 1996,
and (iii) shares subject to options that are exercisable within 60 days.
Items (ii) and (iii) in the aggregate are 142,674 shares for Mr. Burt,
74,591 shares for Mr. Brady, 125,800 shares for Mr. Malott, 406 shares for
Mr. Callahan, 76,664 shares for Mr. Beck and 39,775 shares for Mr.
Netherland and 758,850 shares for all directors and executive officers as a
group. These numbers do not include the undeterminable number of shares of
Common Stock held in the Thrift Plan that may be voted by the Plan Trustee
if the beneficial owners, the participants in the Thrift Plan, do not
exercise their right to direct such vote (see page 13).
(2) Includes shares credited to individual accounts of non-employee directors
under the FMC 1997 Compensation Plan for Non-Employee Directors and
predecessor plans. (See "Remuneration," page 9). As of March 1, 1997, the
number of shares credited to Directors under those plans were as follows:
Mr. Bridgewater, 5,315 shares; Dr. Buffler, 1,247 shares; Mr. Costello,
1,100 shares; Mr. Davies, 6,890 shares; Mr. Francois-Poncet, 6,236 shares;
Mr. Gyllenhammar, 581 shares; Mr. Malott, 1,036 shares; Gen. Meyer, 5,820
shares; Mr. Reilly, 2,664 shares; Mr. Thompson, 2,741 shares; and Mr.
Yeutter, 2,669 shares. Directors have no voting or dispositive power over
these shares until distributed after the director retires from the Board
and, until such distribution, directors have only an unsecured claim
against the Company.
(3) Includes 25,000 shares owned by Mr. Davies as direct beneficial owner;
2,000 shares held in trust of which Mr. Davies is the trustee and 7,000
shares which are owned by Mr. Davies' wife and in which Mr. Davies
disclaims beneficial interest.
(4) Includes 31,492 shares owned by Mr. Malott's wife. Mr. Malott disclaims any
beneficial interest in such shares.
12
<PAGE>
LOGO
- --------------------------------------------------------------------------------
Other Security Ownership. The following table shows the name and address of
each person known to the Company to own more than 5 percent of the Company's
Common Stock (determined as set forth in footnote (1) to the table) as of March
1, 1997:
<TABLE>
<CAPTION>
Amount and Nature of
Name and Address of Beneficial Owner Beneficial Ownership % of Class (1)
- ------------------------------------ ----------------------------------- --------------
<S> <C> <C>
FMC Employees' Thrift and Stock Purchase 7,527,263 shares held in trust for 20.2
Plan participants in the Thrift Plan (2)
c/o FMC Corporation
200 E. Randolph Drive
Chicago, IL 60601
Sanford C. Bernstein & Co., Inc. 3,513,703 shares (3) 9.4
One State Street Plaza
New York, New York 10004-1545
College Retirement Equities Fund 2,380,967 shares (3) 6.4
730 Third Avenue
New York, New York 10017-3206
The State Teachers Retirement System of 2,291,654 shares (3) 6.2
Ohio
275 East Broad St.
Columbus, Ohio 43215
</TABLE>
- ------
(1) Percentages are calculated on the basis of the amount of outstanding shares
(exclusive of treasury shares) plus shares deemed outstanding pursuant to
Rule 13d-3(d)(1) under the Securities Exchange Act of 1934.
(2) These shares may be voted by the Thrift Plan trustee, as directed by the
Company or an independent fiduciary designated by the Company, if the
beneficial owners, the participants in the Thrift Plan, do not exercise
their right to direct such vote. Such shares may be tendered or sold by the
trustee in response to a tender or exchange offer only in accordance with
the written instructions of the participants. The trustee has no authority
in such circumstances to tender or sell shares as to which no instructions
have been furnished.
(3) The number of shares of stock beneficially owned was determined by a review
of Schedules 13G, as amended, as supplemented by Schedules 13F filed with
the Securities and Exchange Commission and which state that the beneficial
owners had sole voting or dispositive power as to all of the shares shown.
13
<PAGE>
- --------------------------------------------------------------------------------
II. RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP, which has served as independent auditors for the Company
since 1928, has been recommended by the Audit Committee of the Board to act in
that capacity in 1997.
A representative of KPMG Peat Marwick LLP is expected to be present at the
meeting, with the opportunity to make a statement if such representative
desires to do so, and will be available to respond to appropriate questions.
RECOMMENDATION OF THE BOARD
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR RATIFICATION OF THE SELECTION OF
KPMG PEAT MARWICK LLP AS INDEPENDENT AUDITORS FOR THE YEAR 1997.
III. EXECUTIVE COMPENSATION
The following tables, charts and narrative show all compensation that has been
awarded or paid to or earned by the Chief Executive Officer and each of the
four most highly compensated executive officers other than the CEO during the
years shown:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Annual Long-Term
Compensation Compensation
---------------- -------------------------------------------
Awards Payouts
----------------------------- -------------
Securities
Restricted Underlying LTIP All Other
Name And Principal Salary Bonus(1) Stock Options/SARs(3) Payouts(1)(2) Compensation(4)
Position Year ($) ($) Award ($) (#) ($) ($)
(A) (B) (C) (D) (E) (F) (G) (H)
------------------ ---- ------ -------- ---------- --------------- ------------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT N. BURT 1996 757,083 208,198 -- 57,700 492,104 68,221
Chairman of the Board
and 1995 725,000 271,875 -- 27,000 362,500 59,905
Chief Executive Officer 1994 641,663 526,168 -- 80,300 -- 48,748
LARRY D. BRADY 1996 502,917 132,770 1,520,000(2) 31,100 311,809 43,347
President 1995 444,083 155,429 -- 16,400 222,042 36,771
1994 414,833 327,717 -- 48,600 -- 30,292
MICHAEL J. CALLAHAN(5) 1996 410,865 112,989 -- 12,800 82,173 32,646
Executive Vice President 1995 391,625 117,487 -- 10,000 195,812 20,643
1994 44,500 28,308 -- 25,000 -- --
WILLIAM F. BECK(6) 1996 371,277 98,389 -- 14,300 74,256 30,934
Executive Vice President 1995 354,542 97,854 -- 10,000 159,544 26,937
1994 336,100 217,378 -- 29,800 -- 293,139
JOSEPH H. NETHERLAND 1996 341,070 72,579 -- 14,800 165,419 27,067
Vice President; General 1995 304,527 68,214 -- 8,000 137,038 23,709
Manager, Energy and 1994 270,930 164,275 454,000(2) 20,800 -- 11,823
Transportation
Equipment Group
</TABLE>
- ------
(1) The FMC 1995 Management Incentive Plan, approved by the Company's
stockholders in 1995, provides for annual bonuses (column D) for
achievement of individual performance targets and for long-term incentive
payments (column
14
<PAGE>
LOGO
- --------------------------------------------------------------------------------
G) covering three-year performance periods that commence annually, beginning
in 1995. In general, the amount of the long-term payments will not be
determinable until the conclusion of the applicable three-year performance
period. During the first two performance periods, participants are entitled
to receive a draw against the ultimate payout of the three-year award in an
amount established by the Compensation and Organization Committee. Any
incentive payment payable to a participant at the conclusion of such
performance periods will be reduced by the amount of such draws. The draw
received by the named persons against the long-term incentive payments due in
1998 and 1999 for the three-year award cycles ending in 1997 and 1998 has
been included in column G, and the bonus reflected in column D for 1995 has
been restated accordingly. For additional information concerning the Plan,
see "Long-Term Incentive Plan," below.
(2) These amounts represent, respectively, 20,000 and 8,000 shares of
restricted stock valued at $76 and $56.75 per share on the dates of grant,
April 1, 1996, and December 12, 1994, without any diminution in value
attributable to the restrictions on such stock. The value of these shares
as of December 31, 1996, was $1,402,500 and $561,000. These shares are
restricted for, respectively, five and four years from their dates of
grant, and receipt of these shares is conditioned upon continued employment
with the Company until such dates. Dividends would be paid on these shares
if and when dividends are paid on the Company's Common Stock; however,
there is no present intention to resume the payment of dividends on such
stock. For Messrs. Burt and Brady, the draw paid for 1996 against the long-
term incentive plan payout in 1998 (see Note 1) was paid in the form of
4,288 and 2,564 shares of restricted stock, respectively. Those shares are
restricted for one year, and will be paid only if the Company achieves its
targeted Net Contribution over the 1995-97 award cycle and employment with
the Company continues during such period. On February 13, 1997, the date of
grant of the award, the shares of restricted stock were valued at $70.625
per share.
(3) Employees who were granted options in 1994 were also granted contingent
performance awards which become payable, in cash, in 1998 only if (i) the
Compensation and Organization Committee determines that the options then
have little or no value, (ii) the employee has continued in the employment
of the Company, and (iii) performance objectives established by the
Committee are achieved (See Compensation Committee Report on pages 19 to
21). The amounts of such contingent awards in 1994 were $1,298,500 for Mr.
Burt, $785,000 for Mr. Brady, $400,000 for Mr. Callahan, $482,000 for Mr.
Beck and $336,500 for Mr. Netherland. Contingent awards have been made
under the Plan since 1986, but the value of the options granted has been
such that no contingent awards have been paid.
(4) Consists of annual Company matching contributions to Thrift [401 (k)] plans
and, in the case of Mr. Beck, payment in 1994 of $268,987, attributable to
Mr. Beck's overseas assignment and designed to equalize the cost of living
and tax costs associated with such an assignment with those associated with
a domestic assignment.
(5) Mr. Callahan joined the Company on November 21, 1994.
(6) Mr. Beck was elected Executive Vice President on June 10, 1994, after
serving as Vice President, Europe and General Manager--Chemical Products
Group.
15
<PAGE>
- --------------------------------------------------------------------------------
OPTION GRANTS IN 1996
Shown in the table below is information on grants of stock options in 1996
pursuant to the FMC 1995 Stock Option Plan, to the officers named in the
Summary Compensation Table. No stock appreciation rights were granted under
that Plan during 1996.
<TABLE>
<CAPTION>
Individual Grants
-----------------------------------------
Number of Percent of
Securities Total
Underlying Options Exercise Grant
Options Granted to or Base Date
Granted in Employees Price Expiration Present
1996 (#) in 1996 ($/SH) Date Value ($)
Name (A) (B) (C) (D) (E) (F)
-------- ---------- ---------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Robert N. Burt 57,700 11.1 71.125 3/08/05 1,988,919
Larry D. Brady 31,100 6.0 71.125 3/08/05 1,072,017
Michael J. Callahan 12,800 2.5 71.125 3/08/05 441,216
William F. Beck 14,300 2.8 71.125 3/08/05 492,921
Joseph H. Netherland 14,800 2.9 71.125 3/08/05 510,156
</TABLE>
The estimated grant date present values reflected in the above table are
determined using the Black-Scholes option pricing model applied as of the grant
date, March 8, 1996. The values generated by this model depend upon the
following assumptions: an option term of ten years; an interest rate of 6.27
percent that represents the interest rate on a long-term U.S. Treasury
security; an assumed annual volatility of underlying stock of 16.0 percent; and
no dividends being paid. The Company made no assumptions regarding restrictions
on vesting or the likelihood of vesting.
The ultimate values of the options will depend on the future market price of
the Company's stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an optionee will realize upon exercise of an option will
depend on the excess of the market value of the Company's common stock over the
exercise price on the date the option is exercised.
AGGREGATED OPTION EXERCISES IN 1996 AND YEAR-END OPTION VALUES
Shown below is information with respect to options to purchase the Company's
Common Stock exercised in 1996 by the officers named in the Summary
Compensation Table and unexercised options held by them at December 31, 1996.
<TABLE>
<CAPTION>
Value of
Unexercised
in-the-Money
Number of Securities Options
Underlying Unexercised at December 31,
Options/SARs at 1996
December 31, 1996 (#) ($)(1)
Shares Acquired Value ---------------------- -------------------
on Exercise Realized Exercisable/ Exercisable/
Name (#) ($) Unexercisable Unexercisable
(A) (B) (C) (D) (E)
---- --------------- --------- ---------------------- -------------------
<S> <C> <C> <C> <C>
Robert N.
Burt -- -- 105,100/165,000 3,390,663/2,200,663
Larry D.
Brady 25,420 1,293,243 70,400/ 96,100 2,354,200/1,332,525
Michael J.
Callahan -- -- -- / 47,800 -- / 701,875
William F.
Beck 9,400 488,768 67,600/ 54,100 2,429,888/ 816,475
Joseph H.
Netherland 1,863 103,397 36,900/ 43,600 1,288,475/ 580,600
</TABLE>
- ------
(1) The closing price of the Company's Common Stock at December 31, 1996, the
last trading day in 1996, was $70.125.
16
<PAGE>
LOGO
- --------------------------------------------------------------------------------
LONG-TERM INCENTIVE PLAN
The following table sets forth certain information regarding estimated
potential payments to named executive officers pursuant to the FMC 1995
Management Incentive Plan. That Plan, approved by the Company's stockholders in
1995, provides for incentive compensation covering three-year performance
periods that commence annually, beginning in 1995.
LONG-TERM INCENTIVE PLAN--AWARDS IN 1996
<TABLE>
<CAPTION>
Estimated Future Payouts
under Non-Stock Price-Based Plan
(1)
-------------------------------------------
(A) (B) (C) (D) (E)
Performance
Name Period Threshold Target Maximum
---- ----------- --------- ------ -------
<S> <C> <C> <C> <C>
Robert N. Burt 1996-1998 $-0- $302,833 $908,499
Larry D. Brady 1996-1998 -0- 181,050 543,150
Michael J. Callahan 1996-1998 -0- 102,716 308,148
William F. Beck 1996-1998 -0- 92,819 278,457
Joseph H. Netherland 1996-1998 -0- 133,017 390,051
</TABLE>
- ------
(1) The target and maximum payout shown in columns (D) and (E) include all or a
portion of the draw paid in February, 1997 (see Note 1 to the Summary
Compensation Table) and any payout in 1999 will be reduced by the amount of
that draw. All estimates are based on the salary shown in column C of the
Summary Compensation Table and on current target percentages.
Payouts are based upon the Company's achievement of a specified level of Net
Contribution (operating profit after tax less the product of 11.5 percent and
average capital employed) over the three-year period. The target and maximum
future payouts will be earned if 100 percent and 300 percent, respectively, of
the targeted objectives are achieved subject to possible upward adjustment, not
to exceed twice the amounts shown, to compensate for relatively lower incentive
compensation during the two transition years of the award cycle. The payout can
be in the form of cash and/or Common Stock, at the discretion of the
Compensation Committee, and presently is expected to be 50 percent in cash and
50 percent in Common Stock. If the executive elects, or is required, to take
restricted shares of Common Stock, the stock portion of the payout would be
increased by 20 percent. The number of shares of Common Stock, if any, to be
issued will be determined based on the closing price of such shares on the New
York Stock Exchange.
17
<PAGE>
- --------------------------------------------------------------------------------
RETIREMENT PLANS
Under the Company's Pension Plan and its supplements, "covered remuneration"
includes only the remuneration appearing in Columns (C), (D) and (G) of the
Summary Compensation Table on page 14. The following table shows the estimated
annual retirement benefits under the Pension Plan for eligible salaried
employees (including officers) payable to employees at various salary levels
who retire in 1997 at age 65 (normal retirement age) for representative years
of service. The amount shown will not be reduced by Social Security benefits or
other offsets. Payment of benefits shown is contingent upon continuance of the
present provisions of the Pension Plan until the employee retires.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits
Final for Years of Service Indicated
Average --------------------------------------------------------------
Earnings 15 Years 20 Years 25 Years 30 Years 35 Years
---------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$ 150,000 $ 31,552 $ 42,070 $ 52,587 $ 63,104 $ 73,622
250,000 54,052 72,070 90,087 108,104 126,122
350,000 76,552 102,070 127,587 153,104 178,622
450,000 99,052 132,070 165,087 198,104 231,122
550,000 121,552 162,070 202,587 243,104 283,622
650,000 144,052 192,070 240,087 288,104 336,122
900,000 200,302 267,070 333,837 400,604 467,372
1,150,000 256,552 342,070 427,587 513,104 598,622
1,300,000 290,302 387,070 483,837 580,604 677,372
1,450,000 324,052 432,070 540,087 648,104 756,122
</TABLE>
Final average earnings in the above table means the average of covered
remuneration for the highest 60 consecutive calendar months out of the 120
calendar months immediately preceding retirement. Benefits applicable to a
number of years of service or final average earnings different from those in
the above table, or to a person who retires after 1997, are equal to the sum of
(A) 1 percent of allowable Social Security Covered Compensation ($29,304 for a
participant retiring at age 65 in 1997) times years of credited service and (B)
1.5 percent of the difference between final average earnings and allowable
Social Security Covered Compensation times years of credited service. ERISA
limits the annual benefits that may be paid from a tax-qualified retirement
plan. Accordingly, as permitted by ERISA, the Company has adopted supplemental
arrangements to maintain total benefits upon retirement at the levels shown in
the table. At March 1, 1997, Messrs. Burt, Brady, Callahan, Beck and Netherland
had, respectively 23, 19, 2, 33 and 23 years of credited service under the
Plan.
18
<PAGE>
LOGO
- --------------------------------------------------------------------------------
TERMINATION OF EMPLOYMENT AND CHANGE OF CONTROL ARRANGEMENTS
In 1983, on the recommendation of the Compensation and Organization Committee,
the Board of Directors adopted an Executive Severance Plan designed to serve
the best interests of the Company and its stockholders. The purpose of this
plan is (1) to ensure that the stockholders' interest is protected during
negotiations relating to possible business combination transactions by placing
executives responsible for negotiations in an objective, impartial position;
and (2) to encourage key managers to remain with the Company to run the
Company's businesses. All of the persons named in the Summary Compensation
Table are participants in this plan and, upon termination of their employment
due to a "change in control" of the Company within two years of that change in
control, could be entitled to benefits from the Company including (i) a cash
payment in an amount equal to, in the case of the Company's Chairman and its
President, three times their respective annual compensation (including bonuses)
or, in the case of other participating executives, up to two times annual
compensation, (ii) acceleration of the vesting of Performance Awards and the
exercise date of options held by them under the Company's stock option plan,
and (iii) continuation of their usual employee benefits for up to three years
after termination.
The Executive Severance Plan defines "change in control" as a transaction that
would be required to be reported in response to Item 5 (f) of Schedule 14A
under the Exchange Act; provided that, without limitation, such a change in
control shall be deemed to have occurred if (i) any person, entity or group is
or becomes the beneficial owner, directly or indirectly, of securities of the
Company representing 20 percent or more of the combined voting power of the
Company's then outstanding securities, or (ii) during any period of two
consecutive years, individuals who at the beginning of such period constitute
the Board of Directors cease for any reason to constitute at least a majority
thereof unless the election or the nomination for election by the Company's
stockholders, of each new director was approved by a vote of at least two-
thirds of the directors then still in office who were directors at the
beginning of such period. In addition, either the Company's Chairman or its
President would be entitled to receive benefits under the Executive Severance
Plan in the event he voluntarily terminates his employment with the Company
within two years after a change in control resulting from (i) one or more
persons owning from 20 percent to 50 percent of the outstanding voting shares
of the Company, and the Board approves the payment of such benefits, or (ii)
one or more persons owning more than 50 percent of such shares. The Executive
Severance Plan provides that no payment may be made to any participant to the
extent such payment would be nondeductible by the Company under Section 280G of
the Internal Revenue Code.
19
<PAGE>
- --------------------------------------------------------------------------------
REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
FMC's executive compensation program is designed to align total compensation
with shareholder interests. The program:
. Incents and rewards executives for sound business management and improvement
in shareholder value.
. Balances its components so that both short- and longer-term operating and
strategic objectives are recognized.
. Requires achievement of objectives within a "high-performance" environment to
be rewarded financially.
. Attracts, motivates and retains executives necessary for the long-term
success of FMC Corporation.
The program comprises three different compensation components--base salary,
variable cash and stock incentive awards and long-term incentive awards (stock
options).
Base salary. FMC uses external surveys to set competitive compensation levels
(salary ranges) for its executives. In order to obtain the most comprehensive
survey data for review, the group of companies in the surveys is broader than
the Dow Jones Diversified Industrial Index and includes a majority of
comparable companies at the Fortune 500 level. Performance graph companies are
well represented.
Salary ranges for FMC executives are established that relate to similar
positions in other companies of comparable size and complexity. Generally, the
Company sets its competitive salary midpoint for an executive officer at the
median level compared with the companies surveyed. Performance levels within
the ranges are delineated to recognize different levels of performance ranging
from "learner" or "needs improvement" to "exceptional". Thus, although
compensation is nominally targeted to fall at or near the 50th percentile of
such comparable organizations, it may range anywhere within the salary bracket
based on performance.
Starting placement in a salary range is a function of an employee's skills,
experience, expertise and anticipated job performance. Each year, performance
is evaluated against mutually agreed-upon objectives and performance standards
that may, in large part, be highly subjective; a performance rating is
established; and a salary increase may be granted. Performance factors used may
include timely responses to downturns in major markets; setting strategic
direction; making key management changes; divesting businesses and acquiring
new businesses; continuing to improve operating efficiency; and developing
people and management capabilities. The relative importance of each of these
factors varies based on the strategic thrust and operating requirements of each
of the businesses.
20
<PAGE>
LOGO
- --------------------------------------------------------------------------------
Mr. Burt last received a base salary increase in 1996. His salary at December
31, 1996, was below the mid-point of his salary range. His salary will be
reviewed in early 1997 using the performance factors enumerated above.
Variable Incentive Award (annual bonus). In 1995, the Committee and the Board
recommended a revised Management Incentive Plan, which shareholders approved.
This revised plan includes annual bonuses for achievement of both individual
performance targets and multi-year targets for the improvement of Net
Contribution (operating profit after tax less the product of an 11.5 percent
capital charge and capital employed). All executives participate in this
incentive plan. Achievement of high standards of business and individual
performance are rewarded financially with both stock and cash, and significant
compensation is at risk if these high standards are not met. At the executive
level, target incentives approximate 50 percent to 65 percent of base salary,
while actual payments can range from zero to almost three times target
incentive.
The multi-year incentive period uses a three-year net contribution target and
began in 1995. In 1997, participants, including all executives, received a draw
against the second three-year award period which will end on December 31, 1998.
The draw is equal in percentage terms to their business performance incentive
target (BPF) under the prior plan. Participants' three-year incentive awards,
if any, shall be reduced (but not below zero) by the amount of their 1996 and
1997 draws. In the case of Mr. Burt the draw is equal to 25 percent of his base
salary.
At the executive levels, the annual individual performance incentive comprises
40 to 50 percent of the total target incentive. This incentive is less
quantitative than the three-year net contribution incentive. It varies with
individual performance and can range from zero to twice the target percentage.
It is awarded based on achievement of annual objectives set for the
individual's most important business responsibilities. In 1996 these included
such disparate objectives as implementation of profit and growth strategies;
improvements in operating efficiencies and market positions; acquisitions such
as Frigoscandia; divestiture of FMC Gold Company and the Automotive Service
Equipment Division; and demonstrated leadership in enhancing the teamwork,
diversity and management climate necessary to improve shareholder value. Mr.
Burt's annual performance incentive award (API), as shown in the Summary
Compensation Table, recognizes his outstanding leadership contributions in
these areas.
Long-term Incentive Awards. This plan is designed to link closely the long-term
reward of executives with increases in shareholder value. The 1995 approval by
the shareholders of an updated stock option plan continues to give the
Committee broad discretion to select the appropriate types of rewards. 1996
awards consisted of non-qualified stock options. The award vesting period is
three years, with an option term of 10 years.
To determine the number of options to be granted to an executive, the Committee
first multiplies the mid-point of the salary range for an executive's salary
grade by a percentage applicable to that grade and consistent with competitive
industry practice as provided by an independent, outside consultant and divides
that product by the then current market price of FMC's shares. The
21
<PAGE>
- --------------------------------------------------------------------------------
Committee then applies a percentage (ranging from 80 to 120 percent) based on
the individual's contributions and potential. In approving grants under the
plan, the number of options previously awarded to and held by executive
officers is considered but is not regarded as a significant factor in
determining the size of the current option grants. Mr. Burt's 1996 option
grants are as indicated on page 16 in this proxy statement in the section
headed OPTION GRANTS.
The Committee continues to review the $1 million cap on tax deductible
compensation and is advised that its Stock Option Plans meet the requirements
for deductibility. Although the revised Management Incentive Plan, as approved
in 1995 by stockholders, may not meet all requirements for deductibility under
(S) 162(m) of the Internal Revenue Code, unless the amounts involved become
material the Committee believes that it is more important to preserve its
flexibility under the Plan to craft appropriate incentive awards. The Committee
continues to believe, however, that this is not a currently significant issue.
Stock Retention Policy. The Company has established guidelines setting
expectations for the ownership of FMC stock by officers and management. The
guidelines for stock retention are based on a multiple of the employee's total
compensation midpoint. The revisions to the 1995 Management Incentive and Stock
Option Plans included incentives and enhancements to help executives meet these
guidelines. With the exception of Mr. Callahan who has been with the Company
for only three years, all of the executives named in this proxy exceed or meet
their respective stock retention guidelines.
The preceding report has been furnished by the following members of the
Compensation and Organization Committee:
Paul L. Davies, Jr., Chairman
B. A. Bridgewater, Jr.
A. J. Costello
W. F. Reilly
22
<PAGE>
LOGO
- --------------------------------------------------------------------------------
STOCKHOLDER RETURN PERFORMANCE PRESENTATION
The following chart compares the yearly percentage change in the cumulative
shareholder return on the Company's Common Stock against the cumulative total
return of the S&P Composite--500 Stock Index and the Dow Jones Diversified
Industrials Index for the five years commencing January 1, 1992 and ended
December 31, 1996.
<TABLE>
[GRAPH APPEARS HERE]
COMPARISON OF FIVE YEAR CUMULATIVE TOTAL RETURN
FMC, S&P 500 INDEX AND DOW JONES DIVERSIFIED INDUSTRIALS INDEX
<CAPTION> DIVERSIFIED
Measurement Period FMC S&P INDUSTRIALS
(Fiscal Year Covered) CORPORATION 500 INDEX INDEX
- ------------------- ----------- --------- -----------
<S> <C> <C> <C>
Measurement Pt-
12/31/91 $100.00 $100.00 $100.00
FYE 12/31/92 $103.39 $107.62 $116.37
FYE 12/31/93 $ 98.43 $118.46 $142.19
FYE 12/31/94 $120.63 $120.03 $130.41
FYE 12/31/95 $141.25 $165.13 $170.78
FYE 12/31/96 $146.48 $203.05 $220.96
</TABLE>
23
<PAGE>
- --------------------------------------------------------------------------------
IV. VOTE REQUIRED
Under Delaware law, directors are elected by a plurality of the votes of the
shares present in person or represented by proxy at the meeting and entitled to
vote on the election of directors. This means that the four nominees for
election as directors at the Annual Meeting who receive the greatest number of
votes cast for the election of directors by the holders of the Company's Common
Stock entitled to vote at that meeting, a quorum being present, shall become
directors at the conclusion of the tabulation of votes. An affirmative vote of
the holders of a majority of the Company's Common Stock present in person or
represented by proxy and entitled to vote at the meeting, a quorum being
present, is necessary to approve the action proposed in item II.
Under Delaware law and the Company's Restated Certificate of Incorporation and
By-Laws, the aggregate number of votes entitled to be cast by all stockholders
present in person or represented by proxy at the meeting, whether those
stockholders vote "FOR," "AGAINST" or abstain from voting, will be counted for
purposes of determining the minimum number of affirmative votes required for
approval of item II, and the total number of votes cast "FOR" that matter will
be counted for purposes of determining whether sufficient affirmative votes
have been cast. An abstention from voting and broker non-votes on a matter have
the same legal effect as a vote "against" the matter.
V. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act requires the Company's officers
and directors, and persons who own more than 10 percent of a registered class
of the Company's equity securities, to file reports of ownership and changes in
ownership on Forms 3, 4 and 5 with the Securities and Exchange Commission (SEC)
and the Pacific Stock Exchange. Such persons are required by SEC regulation to
furnish the Company with copies of all Forms 3, 4 and 5 they file although the
Company has undertaken the preparation and filing of such reports on behalf of
its officers and directors.
The Company has an established system in which executive officers provide
relevant information regarding transactions in the Company's securities to a
Company representative and the Company prepares and files the required
ownership reports. Based on a review of those reports and copies of such
reports it has received from others, the Company believes that, with few
exceptions, there was full compliance with all reporting requirements under
Section 16(a). Although the individuals involved provided timely information to
the Company, reports of one purchase of shares by M.J. Callahan and one sale of
shares by W.J. Wheeler, were late. Similarly, a review of officers'
transactions disclosed that charitable gifts of a total of 450 shares in 1993
by Mr. Burt had not been reported. In addition, the independent trustee of the
Company's 401(k) Plan filed Form 4 reports in December of its purchases and
sales during the months of August, September and October.
24
<PAGE>
LOGO
- --------------------------------------------------------------------------------
VI. PROPOSALS FOR 1998 ANNUAL MEETING
Stockholder proposals for the 1998 Annual Meeting must be received at the
principal executive offices of the Company, 200 East Randolph Drive, Chicago,
Illinois 60601, not later than November 12, 1997, for inclusion in the 1998
proxy statement and form of proxy. Under the Company's by-laws, for a proposal
not included in the proxy statement to be properly brought before an annual
meeting by a stockholder, the stockholder must give notice thereof to the
Secretary of the Company not less than 60 or more than 90 days prior to the
meeting setting forth (i) a description of the business, (ii) the stockholder's
name and address, (iii) the class and number of shares owned beneficially by
the stockholder, and (iv) any material interest of the stockholder in such
business.
VII. OTHER MATTERS
The Board does not know of any other business which, if presented, would be
proper for stockholder action at a stockholder meeting and which may be
presented for consideration at the meeting. If any business not described
herein should come before the meeting, the persons named in the enclosed proxy
will vote on those matters in accordance with their best judgment.
Robert L. Day
Secretary
25
<PAGE>
LOGO LOGO
- --------------------------------------------------------------------------------
FMC Corporation
200 East Randolph Drive
Chicago, IL 60601
NOTICE OF
ANNUAL MEETING OF STOCKHOLDERS
APRIL 18, 1997
AND PROXY STATEMENT
FMC CORPORATION
<PAGE>
PROXY FMC CORPORATION LOGO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints Robert N. Burt, Michael J. Callahan and Robert
L. Day, and each of them, proxy for the undersigned, with full power of
substitution, to vote in the manner indicated on the reverse side, and with
discretionary authority as to any other matters that may properly come before
the meeting, all shares of common stock of FMC Corporation which the
undersigned is entitled to vote at the annual meeting of stockholders of FMC
Corporation to be held on April 18, 1997, at 200 East Randolph Drive, Chicago,
Illinois at 2:00 P.M. or any adjournment thereof.
NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1 AND 2.
<PAGE>
FMC CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS II FOR A TERM EXPIRING IN 2000
AS SET FORTH IN THE PROXY STATEMENT--
FOR ALL
FOR [_] WITHHELD [_] EXCEPT [_]
Nominees: L. D. Brady, P. A. Buffler, A. J. Costello and C. Yeutter.
------------------------------------
(Except nominee(s) written above.)
2. Ratification of the Appointment of Independent Auditors.
FOR [_] AGAINST [_] ABSTAIN
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: _________________ , 1997
Signature(s)___________________________
Please sign exactly as name appears at
left. When shares are held by joint
tenants, both should sign. When signing
as attorney, executor, administrator,
trustee or guardian, please give full
title as such. If a corporation, please
sign in full corporate name by President
or other authorized officer. If a
partnership, please sign in partnership
name by authorized person.
<PAGE>
PROXY FMC CORPORATION LOGO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
PRUDENTIAL TRUST COMPANY, Trustee
You are instructed to vote in the manner indicated on the reverse side, and
with discretionary authority as to any other matters that may come before the
meeting, all shares of stock represented by my interest in the Stock Fund of
the FMC Corporation 401(k) Plan for Employees Covered by a Collective
Bargaining Agreement at the annual meeting of stockholders of FMC Corporation
to be held on April 18, 1997, at 200 East Randolph Drive, Chicago, Illinois at
2:00 P.M. or any adjournment or postponement thereof, as follows.
NOT VALID UNLESS DATED AND SIGNED ON REVERSE SIDE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. UNLESS OTHERWISE INSTRUCTED PRIOR TO APRIL 16,
1997, THE TRUSTEE WILL VOTE YOUR SHARES FOR PROPOSALS 1 AND 2.
<PAGE>
FMC CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [_]
1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS II FOR A TERM EXPIRING IN 2000
AS SET FORTH IN THE PROXY STATEMENT--
FOR ALL
FOR [_] WITHHELD [_] EXCEPT [_]
Nominees: L. D. Brady, P. A. Buffler, A. J. Costello and C. Yeutter.
----------------------------------
(Except nominee(s) written above.)
2. Ratification of the Appointment of Independent Auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: ____________________, 1997
Signature ______________________________
Please sign exactly as name appears at
left.
<PAGE>
PROXY FMC CORPORATION LOGO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Citibank, F.S.B., Trustee
You are instructed to vote in the manner indicated on the reverse side, and
with discretionary authority as to any other matters that may properly come
before the meeting, all shares of stock represented by my interest in the Stock
Fund of the FMC Employees' Thrift and Stock Purchase Plan at the annual meeting
of stockholders of FMC Corporation to be held on April 18, 1997, at 200 East
Randolph Drive, Chicago, Illinois at 2:00 P.M. or any adjournment or
postponement thereof, as follows.
NOT VALID UNLESS DATED AND SIGNED ON THE REVERSE SIDE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. UNLESS OTHERWISE INSTRUCTED PRIOR TO APRIL 16,
1997, THE TRUSTEE WILL VOTE YOUR SHARES FOR PROPOSALS 1 AND 2.
<PAGE>
FMC CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS I FOR A TERM EXPIRING IN 1999
AS SET FORTH IN THE PROXY STATEMENT--
FOR ALL
FOR [_] WITHHELD [_] EXCEPT [_]
Nominees: L. D. Brady, P. A. Buffler, A. J. Costello and C. Yeutter.
-----------------------------------
(Except nominee(s) written above.)
2. Ratification of the Appointment of Independent Auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: ______________ , 1996
Signature______________________________
Please sign exactly as name appears at
left.
<PAGE>
PROXY FMC CORPORATION LOGO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Citibank, F.S.B., Trustee
You are instructed to vote in the manner indicated on the reverse side, and
with discretionary authority as to any other matters that may properly come
before the meeting, all shares of stock represented by my interest in the FMC
Stock Fund of the United Defense Limited Partnership York Plan at the annual
meeting of stockholders of FMC Corporation to be held on April 18, 1997, at 200
East Randolph Drive, Chicago, Illinois at 2:00 P.M. or any adjournment or
postponement thereof, as follows.
NOT VALID UNLESS DATED AND SIGNED ON THE REVERSE SIDE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. UNLESS OTHERWISE INSTRUCTED PRIOR TO APRIL 16,
1997, THE TRUSTEE WILL VOTE YOUR SHARES FOR PROPOSALS 1 AND 2.
<PAGE>
FMC CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS I FOR A TERM EXPIRING IN 1999
AS SET FORTH IN THE PROXY STATEMENT--
FOR [_] WITHHELD [_] FOR ALL EXCEPT [_]
Nominees: L. D. Brady, P. A. Buffler, A. J. Costello and C. Yeutter.
----------------------------------
(Except nominee(s) written above.)
2. Ratification of the Appointment of Independent Auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: _________________, 1996
Signature_________________________________
Please sign exactly as name appears at
left.
<PAGE>
PROXY FMC CORPORATION LOGO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
HARRIS TRUST and SAVINGS BANK, Trustee
You are instructed to vote in the manner indicated on the reverse side, and
with discretionary authority as to any other matters that may properly come
before the meeting, all shares of stock represented by my interest in the FMC
Stock Fund of the United Defense Limited Partnership Salaried Employees' Plan
at the annual meeting of stockholders of FMC Corporation to be held on April
19, 1996, at 200 East Randolph Drive, Chicago, Illinois at 2:00 P.M. or any
adjournment or postponement thereof, as follows.
NOT VALID UNLESS DATED AND SIGNED ON THE REVERSE SIDE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. UNLESS OTHERWISE INSTRUCTED PRIOR TO APRIL 17,
1996, THE TRUSTEE WILL VOTE YOUR SHARES FOR PROPOSALS 1 AND 2.
<PAGE>
FMC CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS I FOR A TERM EXPIRING IN 1999
AS SET FORTH IN THE PROXY STATEMENT--
FOR [_] WITHHELD [_] FOR ALL EXCEPT [_]
Nominees: L. D. Brady, P. A. Buffler, A. J. Costello and C. Yeutter.
----------------------------------
(Except nominee(s) written above.)
2. Ratification of the Appointment of Independent Auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: __________________, 1996
Signature_______________________________
Please sign exactly as name appears at
left.
<PAGE>
PROXY FMC CORPORATION LOGO
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
Citibank, F.S.B., Trustee
You are instructed to vote in the manner indicated on the reverse side, and
with discretionary authority as to any other matters that may properly come
before the meeting, all shares of stock represented by my interest in the FMC
Stock Fund of the United Defense Limited Partnership Louisville Plan at the
annual meeting of stockholders of FMC Corporation to be held on April 18, 1997,
at 200 East Randolph Drive, Chicago, Illinois at 2:00 P.M. or any adjournment
or postponement thereof, as follows.
NOT VALID UNLESS DATED AND SIGNED ON THE REVERSE SIDE
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder. UNLESS OTHERWISE INSTRUCTED PRIOR TO APRIL 16,
1997, THE TRUSTEE WILL VOTE YOUR SHARES FOR PROPOSALS 1 AND 2.
<PAGE>
FMC CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [X]
1. ELECTION OF FOUR DIRECTORS TO SERVE IN CLASS II FOR A TERM EXPIRING IN 2000
AS SET FORTH IN THE PROXY STATEMENT--
FOR All
FOR [_] WITHHELD [_] EXCEPT [_]
Nominees: L. D. Brady, P. A. Buffler, A. J. Costello and C. Yeutter.
-----------------------------------
(Except nominee(s) written above.)
2. Ratification of the Appointment of Independent Auditors.
FOR [_] AGAINST [_] ABSTAIN [_]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE
FOR ITEMS 1 AND 2.
PLEASE MARK, SIGN, DATE, AND RETURN THE
PROXY CARD PROMPTLY USING THE ENCLOSED
ENVELOPE.
Dated: ______________ , 1997
Signature _____________________________
Please sign exactly as name appears at
left.
