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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
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(Name of Registrant as Specified In Its Charter)
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(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:
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(2) Aggregate number of securities to which transaction applies:
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(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):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[_] 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:
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(2) Form, Schedule or Registration Statement No.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
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[FMC LOGO]
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[FMC LOGO] Corporation
Robert N. Burt
Chairman and
Chief Executive Officer
March 5, 1999
Dear Stockholder:
It is my pleasure to invite you to attend FMC's 1999 Annual Meeting of
Stockholders. The meeting will be held on Friday, April 23, 1999 at 2:00 PM
local time in the Indiana Room, Lower Level One, Amoco Building, 200 E.
Randolph Drive, Chicago, Illinois. The Notice of Annual Meeting and Proxy
Statement accompanying this letter describe the business to be transacted at
the meeting.
During the meeting, I will report to you on the Company's continued earnings
growth and other achievements during 1998 and on our goals for 1999. We welcome
this opportunity to have a dialogue with our stockholders and look forward to
your comments and questions.
If you are a stockholder of record who plans to attend the meeting, please mark
the appropriate box on your proxy card. If your shares are held by a bank,
broker or other intermediary and you plan to attend, please send written
notification to the Company's Investor Relations Department, 200 E. Randolph
Drive, 66th Floor, Chicago, Illinois 60601, and enclose evidence of your
ownership (such as a letter from the bank, broker or intermediary confirming
your ownership or a bank or brokerage firm account statement). The names of all
those indicating they plan to attend will be placed on an admission list held
at the registration desk at the entrance to the meeting.
It is important that your shares be represented at the meeting, regardless of
the number you may hold. Whether or not you plan to attend, please sign, date
and return your proxy card as soon as possible. This will not prevent you from
voting your shares in person if you are present.
I look forward to seeing you on April 23rd.
Sincerely,
/s/ Robert N. Burt
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[FMC LOGO]
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NOTICE OF ANNUAL MEETING of STOCKHOLDERS
Friday, April 23, 1999
2:00 p.m.
Indiana Room, Lower Level One
Amoco Building
200 E. Randolph Drive
Chicago, Illinois 60601
March 5, 1999
Dear Stockholder:
You are invited to the Annual Meeting of Stockholders of FMC Corporation. We
will hold the meeting at the time and place noted above. At the meeting, we
will ask you to:
. elect three (3) directors, Robert N. Burt, Edward J. Mooney, and Asbjorn
Larsen, each for a term of three (3) years
. ratify the appointment of KPMG LLP as our independent accountants for 1999
. vote on any other business properly brought before the meeting
MANAGEMENT RECOMMENDS A VOTE FOR BOTH PROPOSALS.
Your vote is important. To be sure your vote counts and to assure a quorum,
please vote, sign, date and return the enclosed proxy card whether or not you
plan to attend the meeting.
By order of the Board of Directors
J. Paul McGrath
Senior Vice President, General Counsel and
Secretary
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[FMC LOGO]
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Table of Contents
I. Information About Voting
II. The Proposals To Be Voted On
nThe Election of Directors
nNominees for Director
nRatification of Appointment of Independent Accountants
III. Board of Directors
nNominees for Director
nDirectors Continuing in Office
IV. Information About the Board of Directors
nMeetings
nCommittees
nBoard Compensation and Relationships
V. Security Ownership of FMC
nManagement Ownership
nOther Security Ownership
VI. Executive Compensation
nSummary Compensation Table
nOption Grants in 1998
nAggregated Option Exercises in 1998 and Year-End Option Values
nLong-Term Incentive Plan
nRetirement Plans
nTermination and Change of Control Arrangements
nReport of the Compensation Committee on Executive Compensation
nStockholder Return Performance Presentation
VII. Other Matters
nSection 16(a) Beneficial Ownership Reporting Compliance
nProposals for the 2000 Annual Meeting
nExpenses Relating to this Proxy Solicitation
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[FMC LOGO]
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I. Information about Voting
Solicitation of Proxies. The Board of Directors of FMC Corporation ("FMC") is
soliciting proxies for use at the 1999 Annual Meeting of FMC and any
adjournments of that meeting. FMC first sent this proxy statement, the
accompanying form of proxy and the FMC Annual Report for 1998 on March 5, 1999.
Agenda Items. The agenda for the Annual Meeting is to:
1. Re-elect three (3) directors;
2. Ratify the appointment of KPMG LLP as our independent accountants for
1999; and
3. Conduct other business properly brought before the meeting.
Who Can Vote. You can vote at the Annual Meeting if you are a holder of FMC's
common stock, par value of $0.10 per share ("Common Stock"), on the record
date. The record date is the close of business on February 26, 1999. You will
have one (1) vote for each share of Common Stock. As of February 5, 1999, there
were 33,241,000 shares of Common Stock outstanding and entitled to vote.
How to Vote. You may vote in one of two (2) ways:
. You can come to the Annual Meeting and cast your vote there.
. You can vote by signing and returning the enclosed proxy card. If you do,
the individuals named on the card will vote your shares in the way you
indicate.
Use of Proxies. Unless you tell us on the proxy card to vote differently, we
plan to vote signed and returned proxies FOR the Board nominees for director
and FOR Agenda Item 2 . We do not now know of any other matters to come before
the Annual Meeting. If they do, proxy holders will vote the proxies according
to their best judgment.
Revoking a Proxy. You may revoke your proxy at any time before it is exercised.
You can revoke a proxy by:
. Sending a written notice to the Secretary of FMC;
. Delivering a properly executed, later-dated proxy; or
. Attending the Annual Meeting and voting in person.
The Quorum Requirement. We need a quorum of stockholders to hold a valid Annual
Meeting. A quorum will be present if the holders of at least a majority of the
outstanding Common Stock entitled to vote at the meeting either attend the
Annual Meeting in person or are represented by proxy. Abstentions and broker
non-votes are counted as present for the purpose of establishing a quorum. A
broker non-vote occurs when a broker votes on some matters on the proxy card
but not on others because the broker does not have the authority to do so.
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Vote Required for Action. Directors are elected by a plurality vote of shares
present in person or represented by proxy at the meeting. Other actions require
the affirmative vote of the majority of shares present in person or represented
by proxy at the meeting. Abstentions and broker non-votes have the effect of a
"no" vote on matters other than director elections.
II. The Proposals to be Voted On
The Election of Directors
FMC has three (3) classes of directors of as nearly equal size as possible. The
term for each class is three (3) years. Class terms expire on a rolling basis,
so that one class of directors is elected each year. The term for Class I
directors expires at the 1999 Annual Meeting.
Nominees for Director
The nominees for director this year are: Robert N. Burt, Edward J. Mooney and
Asbjorn Larsen. Mr. Francois-Poncet, a director since 1982, and General Meyer,
a director since 1983, will retire from the Board on April 23, 1999. The Board
thanks both of them for their counsel and service.
The Board of Directors expects that all of the nominees will be able and
willing to serve as directors. If any nominee is not available, the proxies may
be voted for another person nominated by the current Board of Directors to fill
the vacancy, or the size of the Board may be reduced. Information about the
nominees, the continuing directors and the Board of Directors is contained in
the next section of this proxy statement.
The Board of Directors recommends a vote FOR the election of Robert N. Burt,
Edward J. Mooney and Asbjorn Larsen.
Ratification of Appointment of Independent Accountants
The Audit Committee of the Board has recommended that KPMG LLP continue to
serve as FMC's independent accountants for 1999. KPMG LLP has served as FMC's
independent accountants since 1928.
We expect a representative of KPMG LLP to attend the Annual Meeting. The
representative will have an opportunity to make a statement if he or she
desires and also will be available to respond to appropriate questions.
The Board of Directors recommends a vote FOR ratification of the appointment of
KPMG LLP as independent accountants for 1999.
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III. Board of Directors
Nominees for Director
Class I--Term Expiring in 2002
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[Photo] Robert N. Burt
Principal Occupation: Chairman of the Board and Chief Executive
Officer, FMC Corporation
Age: 61
Director Since: 1989
Mr. Burt is Chairman of the Board and Chief Executive Officer of FMC. He joined
FMC in 1973 as Director of Corporate Planning. From 1977 to 1983, Mr. Burt was
General Manager of FMC's Agricultural Chemical Group and, from 1983 to 1988,
General Manager of its Defense Systems Group. Mr. Burt was elected a Vice
President of FMC in 1978 and Executive Vice President in September 1988. He
became President of FMC in March 1990 and Chairman and Chief Executive Officer
in November 1991. 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 serves on the Boards of Directors of the
Rehabilitation Institute of Chicago and Evanston Hospital Corporation, and he
is a member of the Policy and Planning Committee of the Business Roundtable and
the Board and Executive Committee of the Chemical Manufacturers' Association.
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[Photo] Edward J. Mooney
Principal Occupation: Chairman and Chief Executive Officer,
Nalco Chemical Company, a specialty chemicals company
Age: 57
Director Since: 1997
Mr. Mooney was elected Chairman and Chief Executive Officer of Nalco Chemical
Company in 1994. He joined Nalco in 1969 as a Corporate Attorney for Howe-Baker
Engineers, Inc. (a former subsidiary) and has held several executive offices in
Nalco since that time, being named President in 1990. He serves as a director
of Morton International, Inc., The Northern Trust Company and the Chemical
Manufacturers' Association.
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[Photo] Asbjorn Larsen
Principal Occupation: Retired President and Chief Executive
Officer, Saga Petroleum ASA, an oil and gas company
Age: 62
Director Since: February, 1999
Mr. Larsen became President and Chief Executive Officer of Saga Petroleum ASA
in January 1979, which merged with Sagapart a.s. on January 1, 1980. He retired
on May 15, 1998. He served as President of Sagapart a.s. (limited) in 1973 and
from 1976 as Vice President (Economy and Finance) of Saga Petroleum. He was
manager of the Norwegian Shipowners' Association from 1966 to 1973 and prior to
that held different positions in the Ministry of Foreign Affairs and abroad in
the Norwegian Diplomatic Service. He is currently Chairman of the Boards of
Belships ASA and Drops Offshore AP and Vice-Chairman of Den norske Bank ASA and
Chairman of its Audit Committee. Mr. Larsen is also a member of the Boards of
DSND Sondenfjeldske, Filadelfia AS, the Norwegian Cancer Hospital, Read Group
AS, and the Tom Wilhelmsen Foundation.
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Directors Continuing in Office
Class II--Term Expiring in 2000
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[Photo] Larry D. Brady
Principal Occupation: President, FMC Corporation
Age: 56
Director Since: 1989
Mr. Brady was elected President of FMC in October 1993 after serving as
Executive Vice President from September 1989. He joined FMC in 1978 as Planning
Director of the Special Products Group and held several management positions
over the next few years. He was elected a Vice President of FMC 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 Tenneco Inc. and
Harnischfeger Industries. He serves on the Advisory Board of Northwestern
University's Kellogg School of Management and the Board of Trustees of the
National Merit Scholarship Program.
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[Photo] Patricia A. Buffler
Principal Occupation: Dean Emerita and Professor of
Epidemiology, School of Public Health, University of
California, Berkeley
Age: 60
Director Since: 1994
Dr. Buffler served as Dean of the School of Public Health, University of
California, Berkeley, from 1991 to 1998 and as a Professor since 1991. She
received her BSN from Catholic University of America in 1960, and a master's
degree in health administration and epidemiology and a Ph.D. 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. Public Health Service Centers for Disease
Control and Prevention, 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 1992 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 of the National Urban Air
Toxics Research Center and the Lovelace Respiratory Research Institute. From
1993 to 1998, she 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.
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[Photo] Albert J. Costello
Principal Occupation: Retired Chairman, President and Chief
Executive Officer, W. R. Grace & Co., a supplier of flexible
packaging and specialty chemicals
Age: 63
Director Since: 1995
Since May 1995, Mr. Costello served as Chairman, President and Chief Executive
Officer of W.R. Grace & Co. He retired from W.R. Grace & Co. on December 31,
1998. 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. Mr. Costello is
a director of Becton Dickinson and Company and a trustee of Fordham University.
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[Photo] Clayton Yeutter
Principal Occupation: Of Counsel, Law Firm of Hogan & Hartson
Age: 68
Director Since: 1993
Mr. Yeutter has been Of Counsel to Hogan & Hartson since 1993. He 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 previously served as
Chairman of the Republican National Committee in 1991 and as U.S. 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., Allied Zurich Plc.,
ConAgra Inc., Caterpillar Inc., Zurich Allied AG, Mycogen Corporation and the
Oppenheimer Funds group of investment companies.
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Class III--Term Expiring in 2001
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[Photo] B. A. Bridgewater, Jr.
Principal Occupation: Retired Chairman of the Board and Chief
Executive Officer, Brown Group, Inc., a diversified marketer
and retailer of footwear
Age: 64
Director Since: 1979
Mr. Bridgewater held the following positions at Brown Group, Inc.: President,
1979-1989 and again from 1990-1999; Chief Executive Officer, 1982-1999; and
Chairman of the Board, 1985-1999. Brown Group is a diversified marketer and
retailer of footwear. 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 EEX
Corporation (Houston, TX), Brown Group, Inc. (St. Louis, MO) and a trustee of
Washington University (St. Louis, MO).
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[Photo] Paul L. Davies, Jr.
Principal Occupation: President, Lakeside Corporation, a real
estate investment company
Age: 68
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., a Member of the Board of
Overseers of the Hoover Institution and an Honorary Trustee of the California
Academy of Sciences.
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[Photo] William F. Reilly
Principal Occupation: Chairman and Chief Executive Officer of
PRIMEDIA Inc., a diversified media company
Age: 60
Director Since: 1992
Mr. Reilly is the founder of PRIMEDIA Inc. 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 The
University of Notre Dame 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.
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[Photo] James R. Thompson
Principal Occupation: Chairman, Chairman of the Executive
Committee and Partner, Law Firm of Winston & Strawn, Chicago,
Illinois
Age: 62
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 terms 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 Boards of
Directors of Union Pacific Resources, Inc., the Chicago Board of Trade, the
National Council on Compensation Insurance, International Advisory Council of
the Bank of Montreal, Prime Retail, Inc., American National Can Co.; Jefferson
Smurfit Group, plc, Prime Group Realty Trust, The Metzler Group, Inc., 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 and the Illinois Math & Science Academy Foundation.
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IV. Information About the Board of Directors
Meetings
During 1998, the Board of Directors held six (6) regular meetings. All
incumbent directors attended at least seventy-five percent (75%) of the total
number of meetings of the Board and all committees on which they served, except
for Mr. Mooney and Mr. Francois-Poncet who attended seventy-three percent (73%)
and sixty-seven percent (67%), respectively, of the meetings of the Board and
all committees on which they served.
Committees
The Board has five (5) standing committees: an Audit Committee, a Compensation
and Organization Committee, an Executive Committee, a Nominating and Board
Procedures Committee, and a Public Policy Committee.
Audit Committee
Duties:
. Review the effectiveness and adequacy of FMC's financial organization and
internal controls
. Review the annual report, proxy and other financial representations and
ensure that FMC's financial reports fairly represent its operations
. Review the effectiveness and the scope of activities of the independent
accountants and internal auditors
. Review significant changes in accounting policies
. Recommend the selection of the independent public accountants
. Review potentially significant litigation
. Review Federal income tax issues and related reserves
Members: Mr. Reilly (Chair), Dr. Buffler, Mr. Costello and Mr. Mooney--all
outside directors
Number of Meetings in 1998: 3
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Compensation and Organization Committee
Duties:
. Review and approve compensation policies and practices for top executives
. Establish the total compensation for the Chief Executive Officer
. Review major changes in FMC's employee benefit plans
. Review short- and long-term incentive plans and equity grants
. Review significant organization changes and management succession planning
. Recommend to the Board of Directors candidates to be officers of FMC
Members: Mr. Costello (Chair), Mr. Bridgewater, Mr. Davies, Mr. Mooney and Mr.
Reilly--all outside directors
Number of Meetings in 1998: 3
Executive Committee
Duties:
Acts in place of the Board when the full Board is not in session
Members: Mr. Burt (Chair), Mr. Bridgewater, Mr. Davies, Gen. Meyer and Mr.
Reilly--all outside directors except Mr. Burt
Number of Meetings in 1998: None
Nominating and Board Procedures Committee
Duties:
. Review and recommend candidates for director
. Recommend Board meeting formats and processes
. Oversee corporate governance
. Review and approve director compensation policies
If a stockholder wishes to recommend a nominee for director, the recommendation
should be sent in a timely manner to the Corporate Secretary at the address
appearing on the notice of annual meeting. All recommendations should be
accompanied by a complete statement of such person's qualifications and an
indication of the person's willingness to serve. All serious recommendations
will be considered by the Committee.
Members: Mr. Bridgewater (Chair), Gen. Meyer, Mr. Thompson and Mr. Yeutter--all
outside directors
Number of Meetings in 1998: 2
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Public Policy Committee
Duties:
. Review FMC's government and legislative programs and relations
. Oversee FMC's legal compliance efforts
. Assess FMC's efforts to improve employee involvement in local plant
communities
. Review the activities of FMC's charitable foundation
. Review FMC's public relations initiatives and its environment, safety and
process safety compliance
Members: Gen. Meyer (Chair), Mr. Brady, Dr. Buffler, Mr. Francois-Poncet, Mr.
Thompson, and Mr. Yeutter--all outside directors except Mr. Brady
Number of Meetings in 1998: 2
Board Compensation And Relationships
Compensation Plan. Effective January 1, 1997, the Board approved the FMC 1997
Compensation Plan for Non-Employee Directors, a comprehensive compensation plan
for directors, and terminated the directors' retirement plan.
Retainer and Fees. Each director who is not also an officer is paid an annual
retainer of $40,000 and $1,000 for each Board meeting and Board committee
meeting attended, and each director is reimbursed for reasonable incidental
expenses. Each non-officer director who chairs a Committee is paid an
additional $4,000 per year. At least $25,000 of the annual retainer is paid in
deferred stock units, which are payable in Common Stock upon death or
retirement from the board.
Options. On May 1, 1998, FMC granted each director an option to purchase 900
shares of Common Stock at a price of $77.3125 per share. The exercise price
equals the fair market value of the shares at the date of grant. The options
have a 10-year life and become exercisable approximately one year after the
date of grant.
Other Compensation. Officers of FMC do not receive any additional compensation
for their service as directors. No other remuneration is paid to directors.
Directors who are not FMC employees do not participate in FMC's employee
benefit plans.
Certain Relationships and Related Transactions. Mr. Thompson is chairman of the
law firm of Winston & Strawn, which provides legal services to FMC. In
addition, FMC or its subsidiaries did business in 1998 with certain
organizations for which FMC directors are
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now serving, or during 1998 did serve, as officers or directors. In no case
have the amounts involved been material in relation to FMC's business or, to
the knowledge and belief of FMC's management, to the business of the other
organizations or to the individuals concerned. Such transactions were on terms
no less favorable to FMC than were reasonably available from unrelated third
parties.
V. Security Ownership of FMC
Management Ownership
The following table shows, as of February 15, 1999, the number of shares of
Common Stock beneficially owned by each director and nominee, the chief
executive officer, the four (4) other most highly compensated executive
officers, and all directors and executive officers as a group. Each director
and each executive officer named in the Summary Compensation Table beneficially
owns less than one percent (1%) of the Common Stock.
<TABLE>
<CAPTION>
Beneficial Ownership on
February 15, 1999
-----------------------
Common Stock
of FMC Percent of Class
----------------------- ----------------
Name
----
<S> <C> <C>
Larry D. Brady
(1).............. 196,879
B. A. Bridgewater,
Jr. (2).......... 8,827
Patricia A.
Buffler (2)...... 3,759
Robert N. Burt
(1).............. 359,326
Michael J. Calla-
han (1).......... 79,005
Albert J. Costello
(2).............. 4,739
Paul L. Davies,
Jr. (2)(3)....... 43,402
Jean A. Francois-
Poncet (2)(4).... 9,675
Asbjorn Larsen
(2).............. --
J. Paul McGrath
(1).............. 22,994
Edward C. Meyer
(2)(4)........... 9,832
Edward J. Mooney
(2).............. 1,917
Joseph H.
Netherland (1)... 103,267
William F. Reilly
(2).............. 17,176
James R. Thompson
(2).............. 5,253
Clayton Yeutter
(2).............. 6,008
All directors and
executive
officers as a
group
(26 persons)
(1)(2)........... 1,416,044 4.3
</TABLE>
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(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, 1998;
and (iii) shares subject to options that are exercisable within 60 days.
Item (iii) in the aggregate are 250,400 shares for Mr. Burt, 143,300 shares
for Mr. Brady, 71,700 shares for Mr. Netherland, 47,800 shares for Mr.
Callahan, 8,000 shares for Mr. McGrath and 906,000 shares for all directors
and executive officers as a group. These numbers do not include shares held
in the Thrift Plan that may be voted by the Plan Trustee if the beneficial
owners do not exercise their right to direct such vote (see footnote 3 on
page 14).
(2) Includes shares subject to options granted and deferred stock units
credited to individual accounts of non-employee directors under the FMC
1997 Compensation Plan for Non-Employee Directors and predecessor plans.
(See "Compensation Plan" and "Options", page 11). As of February 15, 1999,
the number of shares and units credited to directors under those plans were
as follows: Mr. Bridgewater, 7,827; Dr. Buffler, 3,759; Mr. Costello,
4,039; Mr. Davies, 9,402; Mr. Francois-Poncet, 9,175; Gen. Meyer, 8,332;
Mr. Mooney, 1,417; Mr. Reilly, 5,176; Mr. Thompson, 5,253; and Mr. Yeutter,
5,608. Directors have no power to vote or dispose of shares representing
such units until distributed after the director retires from the Board and,
until such distribution, directors have only an unsecured claim against
FMC.
(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 ownership.
(4) Mr. Francois-Poncet and General Meyer are retiring from the Board on April
23, 1999.
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Other Security Ownership
FMC knows that the persons listed below own more than five percent (5%) of
FMC's Common Stock (determined as set forth in footnote (1) to the table) as of
February 5, 1999:
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount and Nature of Beneficial Percent of
Owner Ownership Class(1)
------------------------------ ------------------------------- ----------
<S> <C> <C>
FMC Corporation Master Trust 5,369,000 shares held in trust for 16.2
c/o Fidelity Management Trust participants in the
Company employee thrift plans (2)
82 Devonshire Street
Boston, MA 02109
Sanford C. Bernstein & Co., Inc. 3,152,000 shares (3) 9.5
767 Fifth Avenue
New York, New York 10153
</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 are held in trust for the beneficial owners (the participants
in the various FMC employee thrift plans) and may be voted by the trustee,
as directed by FMC or an independent fiduciary designated by FMC, if the
beneficial owners do not exercise their right to direct such vote. In
response to a tender or exchange offer, the trustee may tender or sell
shares only in accordance with the written instructions of the
participants.
(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.
14
<PAGE>
- --------------------------------------------------------------------------------
VI. Executive Compensation
The following tables, charts and narrative show all compensation awarded, paid
to or earned by the Chief Executive Officer and each of the four (4) most
highly compensated executive officers other than the Chief Executive Officer
during the years shown.
Summary Compensation Table
<TABLE>
<CAPTION>
Long-Term Compensation
------------------------------
Awards Payouts
---------------------- -------
All
Securities Other
Annual Compensation Restricted Underlying LTIP Compen-
------------------- Stock Options/ Payouts sation
Salary Bonus(1) Award(2)(3) SARs (1)(2) (4)
Name and Principal Position Year ($) ($) ($) (#) ($) ($)
(A) (B) (C) (D) (E) (F) (G) (H)
- --------------------------- ---- --------- ---------- ----------- ---------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C>
ROBERT N.
BURT 1998 841,890 400,021 44,822 63,600 451,078 79,007
Chairman of
the Board
& 1997 801,246 190,374 67,734 59,400 358,794 62,897
Chief
Executive
Officer 1996 757,083 208,199 -- 57,700 492,104 68,221
LARRY D.
BRADY 1998 564,932 225,947 17,260 35,900 264,780 51,824
President 1997 537,225 129,721 42,103 32,000 230,225 41,066
1996 502,917 132,770 1,520,000 31,100 311,809 43,347
JOSEPH H.
NETHERLAND 1998 465,388 141,579 765,015 21,000 681,784 522,738(5)
Executive
Vice
President 1997 375,168 84,038 64,965 15,200 635,977 30,249
1996 341,070 72,579 -- 14,800 165,419 27,067
MICHAEL J.
CALLAHAN 1998 436,520 120,044 1,618 17,600 33,382 38,754
Executive
Vice
President
and 1997 425,880 117,117 27,548 14,700 269,951 32,529
Chief
Financial
Officer 1996 410,865 112,989 -- 12,800 82,173 32,646
J. PAUL
McGRATH 1998 385,692 120,529 -- 16,200 46,381 33,127
Senior Vice
President,
General 1997 357,492 107,247 20,093 14,900 196,656 25,202
Counsel 1996 77,180(6) 277,875 690,000 8,000 17,500 2,917
and
Secretary
</TABLE>
- ------
(1) The FMC 1995 Management Incentive Plan provides for annual bonuses to be
paid based upon individual performance (column D) and for long-term
incentive payouts based upon FMC's achievement of specified objectives
during multi-year periods that commence annually (Column G). The amount of
the long-term payouts cannot be determined until the applicable performance
period ends. These payouts may be made in cash and/or Common Stock. In
1996, participants received draws that would reduce the amount of any long-
term incentive payout otherwise earned under the Plan. The FMC 1995
Management Incentive Plan is described in greater detail under "Long-Term
Incentive Plan" on page 17.
(2) The five (5) officers listed in the table held restricted shares on
December 31, 1998 valued at that day's closing market price as follows: Mr.
Burt, 5,725 shares at $320,600; Mr. Brady, 23,559 shares at $1,319,304; Mr.
Netherland, 15,490 shares at $867,440; Mr. Callahan, 2,330 shares at
$130,480 and
15
<PAGE>
- --------------------------------------------------------------------------------
Mr. McGrath, 6,702 shares at $375,312. Dividends will not be paid on these
restricted shares unless FMC pays dividends on all its Common Stock.
(3) Officers have the option to take a portion of the long-term payout subject
to a three (3)-year limitation on resale. As a result, each becomes
eligible for an additional 20% payout in the form of Common Stock. These
additional shares are included in Column E for 1998 and 1997 at market
value as of the date of grant. This amount will be forfeited should the
executive voluntarily terminate prior to the end of the three (3) years.
See "Long-Term Incentive Plan" on page 17.
(4) Consists of annual Company matching contributions to its Thrift and Stock
Purchase Plan (401(k)).
(5) This amount includes payments of $460,423 for relocation expenses.
(6) Mr. McGrath joined FMC as an officer on October 14, 1996.
Option Grants in 1998
The table below shows information on grants of stock options in 1998. FMC made
those grants under the 1995 Stock Option Plan to the officers named in the
Summary Compensation Table. FMC did not grant stock appreciation rights under
that Plan during 1998.
<TABLE>
<CAPTION>
Percent
Number of of Total
Securities Options
Underlying Granted Exercise
Options to or Base Grant Date
Granted in Employees Price Expiration Present
1998(#) in 1998 ($/SH) Date Value ($)
Name (A) (B) (C) (D) (E) (F)
-------- ---------- --------- -------- ---------- ----------
<S> <C> <C> <C> <C> <C>
Robert N. Burt.............. 63,600 11.7 69.875 2/24/08 2,208,192
Larry D. Brady.............. 35,900 6.6 69.875 2/24/08 1,246,448
Joseph H. Netherland........ 21,000 3.9 69.875 2/24/08 729,120
Michael J. Callahan......... 17,600 3.2 69.875 2/24/08 611,072
J. Paul McGrath............. 16,200 2.9 69.875 2/24/08 562,464
</TABLE>
We used the Black-Scholes option pricing model to value these options as of the
date granted, February 24, 1998. The model assumed: an option term of 10 years;
an interest rate of 5.57% percent that represents the interest rate on a long-
term U.S. Treasury security; an assumed annual volatility of underlying stock
of 23.31%, and no dividends being paid. FMC made no assumptions regarding
restrictions on vesting or the likelihood of vesting.
The ultimate values of the options will depend on the future market price of
FMC's Common Stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an option holder will realize when exercising an option
will depend on the excess of the market value of FMC's Common Stock over the
exercise price on the date the option is exercised.
16
<PAGE>
- --------------------------------------------------------------------------------
Aggregated Option Exercises in 1998 and Year-End Option Values
Shown below is information with respect to options to purchase FMC's Common
Stock exercised in 1998 by the officers named in the Summary Compensation Table
and unexercised options held by them at December 31, 1998.
<TABLE>
<CAPTION>
Number of Securities
Shares Underlying Unexercised Value of Unexercised in-
Acquired Options/SARs at 12/31/98 the-Money Options at
on (#) 12/31/98 ($)(1)
Exercise Value ------------------------- -------------------------
(#) Realized Exercisable/Unexercisable Exercisable/Unexercisable
Name (A) (B) ($) (C) (D) (E)
-------- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert N.
Burt....... -- -- 192,700/180,700 2,068,500/0
Larry D.
Brady...... 20,000 945,650 112,200/ 99,000 1,169,100/0
Joseph H.
Netherland. -- -- 56,900/ 51,000 692,862/0
Michael J.
Callahan... -- -- 35,000/ 45,100 243,750/0
J. Paul
McGrath.... -- -- 0/ 39,100 --
</TABLE>
- ------
(1) The closing price of the company's Common Stock at December 31, 1998, the
last trading day in 1998, was $56.00.
Long-Term Incentive Plan
The following table details certain information regarding estimated potential
payments to named executive officers under the FMC 1995 Management Incentive
Plan. That plan, approved by FMC's stockholders in 1995, provides for incentive
compensation covering multi-year performance periods that commence annually.
Long-Term Incentive Plan - Awards in 1998
<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.......................... 1998-1999 $-0- 353,594 1,060,781
Larry D. Brady.......................... 1998-1999 -0- 220,323 660,970
Joseph H. Netherland.................... 1998-1999 -0- 167,540 502,619
Michael J. Callahan..................... 1998-1999 -0- 109,130 327,390
J. Paul McGrath......................... 1998-1999 -0- 96,723 289,269
</TABLE>
- ------
(1) All estimates are based on the salary shown in column (C) of the Summary
Compensation Table and on current target percentages.
17
<PAGE>
- --------------------------------------------------------------------------------
Payouts are based upon FMC's achievement of a specified level of Net
Contribution (operating profit after tax less the product of 11.5% and average
capital employed) over the applicable performance period. The target future
payouts will be earned if 100% of the targeted objectives are achieved. The
targeted payout can equal 300% of payment if the actual level of net
contribution exceeds targeted performance. No payment will be made unless the
minimum threshold objective is achieved. Any earned payout can be in the form
of cash and/or Common Stock, at the discretion of the Compensation and
Organization Committee, and typically is 50% in cash and 50% in Common Stock.
Under the Plan, a participant may elect, or be required, to take shares of
Common Stock subject to a three (3)-year limitation on resale. In such event,
the number of shares otherwise payable to a participant will be increased by
20% (the additional shares payable solely by reason of such election or
requirement are referred to as the "Additional Pay-out Shares"). Additional
Pay-out Shares are subject to complete forfeiture if the recipient voluntarily
terminates his or her employment with FMC during the three (3)-year period
following the issuance of such shares. In the event of termination for any
other reason during such period, the Additional Pay-out Shares are subject to
pro rata reduction based on the number of days elapsed since the issuance of
such shares. The number of shares of Common Stock, if any, to be issued will be
determined based on the closing price of FMC Common Stock on the New York Stock
Exchange.
Retirement Plans
The following table shows the estimated annual retirement benefits under FMC's
pension plan (and its supplements) for eligible salaried employees (including
officers) payable upon retirement at age 65 (normal retirement age) in 1999 at
various levels of salary and years of service. Payment of benefits shown is
contingent on the continuation of the present plan until the employee retires.
Pension Plan Table
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits for Years
of Service Indicated
-----------------------------------------------
Final
Average 15 20 25 30 35 40
Earnings Years Years Years Years Years Years
- -------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$150,000 31,271 41,694 52,118 62,541 72,965 84,215
$250,000 53,771 71,694 89,618 107,541 125,465 144,215
$350,000 76,271 101,694 127,118 152,541 177,965 204,215
$450,000 98,771 131,694 164,618 197,541 230,465 264,215
$550,000 121,271 161,694 202,118 242,541 282,965 324,215
$650,000 143,771 191,694 239,618 287,541 335,465 384,215
$900,000 200,021 266,694 333,368 400,041 466,715 534,215
$1,150,000 256,271 341,694 427,118 512,541 597,965 684,215
$1,300,000 290,021 386,694 483,368 580,041 676,715 774,215
$1,450,000 323,771 431,694 539,618 647,541 755,465 864,215
</TABLE>
18
<PAGE>
- --------------------------------------------------------------------------------
Notes:
1. "Final Average Earnings" in the table means the average of covered
compensation for the highest 60 consecutive calendar months out of the 120
calendar months immediately before retirement. Covered compensation includes
amounts appearing in Columns (C), (D), and (G) of the Summary Compensation
Table on page 15.
2. At February 15, 1999, Messrs. Burt, Brady, Callahan, Netherland and McGrath
had, respectively, 25, 21, 4, 25 and 2 years of credited service under the
plan.
3. Applicable benefits for employees whose years of service and earnings differ
from those shown in the table are equal to (A + B) times C where: (A) equals
1% of allowable Social Security Covered Compensation ($33,060 for a
participant retiring at age 65 in 1999) times years of credited service (up
to a maximum of 35 years) plus 1.5% of the difference between FInal Average
Earnings and allowable Social Security Compensation times years of credited
service (up to a maximum of 35 years); (B) equals 1.5% of Final Average
Earnings times years of credited service in excess of 35 years; and (C)
equals the ratio of credited service at termination to credited service
projected to age 65.
4. The amounts shown will not be reduced by Social Security benefits or other
offsets. As ERISA limits the annual benefits that may be paid from a tax-
qualified retirement plan, FMC has adopted permitted supplemental
arrangements to maintain total benefits during retirement at the levels
shown in the table.
Termination and Change of Control Arrangements
Plan and Participants. As recommended by the Compensation and Organization
Committee, the Board of Directors adopted an Executive Severance Plan in 1983
and amended it in 1997. Approximately 46 officers and managers participate in
the plan. The participants include all the individuals listed in the Summary
Compensation Table.
Benefits. If a change in control (as described below) of FMC occurs and if,
within two (2) years of that change of control, a participant's employment is
terminated without cause or a participant voluntarily terminates his or her
employment because his or her duties, location, salary, compensation or
benefits change or are reduced, then the participant is entitled to benefits
from FMC. In general, those benefits include: (i) a lump sum payment of three
(3), two (2) or one (1) (depending on position) times salary and highest target
management incentive award; (ii) immediate vesting of long term incentive
awards, restricted stock and stock options; (iii) continuation of medical and
other benefits for up to three (3) years; and (iv) distribution of accrued
retirement and thrift plan benefits. FMC will compensate the participant for
any excise tax liability as a result of payments under the plan. The Chairman
and Chief Executive Officer, the President and the Executive Vice President can
also receive these benefits if they voluntarily terminate their employment with
FMC within the thirteenth (13th) month after a change in control of FMC.
Change in Control. In general, the following transactions are considered as
changes in control under the plan: (a) a third party's acquisition of 20% or
more of FMC's Common Stock; (b) a change in the majority of the Board of
Directors; (c) completing certain reorganization, merger or consolidation
transactions or a sale of all or substantially all of FMC's assets; or (d) the
complete liquidation or dissolution of FMC.
19
<PAGE>
- --------------------------------------------------------------------------------
Report of the Compensation Committee on Executive Compensation
Goals. 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 long-term operating and
strategic objectives are recognized.
. Requires achieving objectives within a "high-performance" environment to be
rewarded financially.
. Attracts, motivates and retains executives necessary for the long-term
success of FMC.
The program consists of 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 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 based on similar positions in
other companies of comparable size and complexity. Generally, FMC 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 "needs
improvement" to "exceptional". As a result, although nominally targeted to fall
at or near the 50th percentile of such comparable organizations, compensation
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 part, be 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>
- --------------------------------------------------------------------------------
Mr. Burt last received a base salary increase of 5.0% in 1998. His salary will
be reviewed in early 1999 using the performance factors listed above.
Management Incentive Awards. In 1995, the Committee and the Board recommended a
revised Management Incentive Plan, which stockholders 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% capital charge and
capital employed). The Committee selects participants in this incentive plan
based on opportunity to influence growth at FMC, outstanding performance and
potential. Achieving 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. For officers and division
managers, target incentives approximate 36 to 70% of base salary, while actual
payments can range from 0 to 3 times target incentive.
The multi-year incentive period currently uses a three (3)-year net
contribution target that began in 1996. In 1999, plan participants received the
final payout against this second three (3)-year cycle. The payout included
payment for the three-year Business Performance Incentive (BPI) less any draws
paid against this payment, as well as the Annual Performance Incentive award
(API). In the case of Mr. Burt, his BPI payment was $451,078. He has previously
received $189,271 as draws.
The API comprises 30 to 50% of the total target incentive. This incentive is
less quantitative than the multi-year net contribution incentive. It varies
with individual performance and can range from zero to twice the target
percentage. It is awarded based on achieving annual objectives set for the
individual's most important business responsibilities. For Mr. Burt in 1998,
these included such wide-ranging objectives as development and retention of key
executives, executive succession planning, increased earnings and return on
investments, improved operating performance and market position, corporate
strategy development, safety performance, and the management of the company's
portfolio of businesses. Mr. Burt's API for 1998, shown as Bonus in Column D of
the Summary Compensation Table on page 15, was $400,021.
Stock Option Awards. This plan is designed to link closely the long-term reward
of executives with increases in shareholder value. The 1995 approval by the
stockholders of an updated stock option plan continues to give the Committee
broad discretion to select the appropriate types of rewards. 1998 awards
consisted of non-qualified stock options. The award vesting period is three (3)
years, with an option term of 10 years.
To determine the number of options to be granted to an executive, we establish
a standard (i.e., market based) award, based on an executive's salary grade and
competitive industry practice as provided by an independent, outside consultant
utilizing
21
<PAGE>
- --------------------------------------------------------------------------------
Black-Scholes methodology. 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 1998 option grants are as indicated on page 16 in
this proxy statement in the section headed Option Grants in 1998.
Section 162(m) Deductibility. The Committee continues to review the $1 million
cap on tax deductible compensation and is advised that its stock option plan
meets the requirements for deductibility. The revised Management Incentive
Plan, as approved in 1995 by stockholders, may not meet all requirements for
deductibility under section 162(m) of the Internal Revenue Code. However,
unless the amounts involved become material, the Committee believes that it is
more important to preserve its flexibility under the plan to determine
appropriate incentive awards. The Committee continues to believe that currently
this is not a significant issue.
Stock Retention Policy. FMC 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 two (2) to five (5) times the employee's
total compensation midpoint. The 1995 Management Incentive and Stock Option
Plans included incentives and enhancements to help executives meet these
guidelines. 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:
Albert J. Costello, Chairman
B.A. Bridgewater
Paul L. Davies, Jr.
Edward J. Mooney
William F. Reilly
22
<PAGE>
- --------------------------------------------------------------------------------
Stockholder Return Performance Presentation
The following chart compares the yearly percentage change
in the cumulative shareholder return on FMC's Common Stock
against the cumulative total return of the S&P Composite--
500 Stock Index, and the Dow Jones Diversified Industrials
Index. The comparison is for a five (5)-year period
beginning January 1, 1994 and ending December 31, 1998.
<TABLE>
<CAPTION>
[GRAPH APPEARS HERE]
Measurement Period S & P
(Fiscal Year Covered) FMC 500 INDEX DIV INDS
- -------------------- ------- --------- --------
<S> <C> <C> <C>
Measurement Pt -
12/31/1993 $100.00 $100.00 $100.00
FYE 12/31/1994 $122.55 $101.32 $ 95.77
FYE 12/31/1995 $143.50 $139.40 $127.36
FYE 12/31/1996 $148.81 $171.41 $170.22
FYE 12/31/1997 $142.84 $228.61 $246.47
FYE 12/31/1998 $118.83 $293.94 $295.98
</TABLE>
23
<PAGE>
- --------------------------------------------------------------------------------
The following chart compares the yearly percentage change in the cumulative
shareholder return on FMC's Common Stock against the cumulative total return of
the Philadelphia Oil Service Sector Index and the S&P Chemicals Index. The
comparison is for a five (5)-year period beginning January 1, 1994 and ending
December 31, 1998. FMC has elected to include the Philadelphia Oil Service
Sector Index and the Chemical Composite Index because FMC believes comparing
its performance of the companies included in these indices is relevant and
meaningful to its stockholders.
[CHART APPEARS HERE]
The following table compares the yearly percentage change in the cumulative
shareholder return between January 1, 1998 and December 31, 1998 for FMC's
Common Stock against the cumulative total return of the Philadelphia Oil
Service Index and the S&P Chemicals Index because FMC believes such a
comparison is also relevant and meaningful to its shareholders.
<TABLE>
<CAPTION>
January 1, December 31,
1998 1998
---------- ------------
<S> <C> <C>
S&P Chemicals...................... 100 96.1
FMC................................ 100 83.2
Oil Services....................... 100 45.5
</TABLE>
24
<PAGE>
- --------------------------------------------------------------------------------
VII. Other Matters
Section 16(a) Beneficial Ownership Reporting Compliance
FMC has undertaken responsibility for preparing and filing the stock ownership
forms required under Section 16(a) of the Securities Act on behalf of its
officers and directors. Based on a review of forms filed and information
provided by officers and directors to FMC, FMC believes that all Section 16(a)
reporting requirements were fully met, except for the following late report.
Although Mr. Mooney provided timely information, FMC was late in reporting Mr.
Mooney's purchase of 500 shares in October, 1997.
Proposals for the 2000 Annual Meeting
Stockholders may make proposals to be considered at the 1999 Annual Meeting. To
be included in the proxy statement and form of proxy for the 2000 Annual
Meeting, stockholder proposals for the 1999 Annual Meeting must be received not
later than November 8, 1999, at FMC's principal executive offices, 200 East
Randolph Drive, Chicago, Illinois 60601.
FMC's By-Laws provide that no business may be brought before an annual meeting
unless specified in the notice of meeting; otherwise brought before the meeting
by or at the direction of the Board of Directors; or brought by a stockholder
who has delivered notice to FMC (containing certain information specified in
the By-Laws) not less than 60 or more than 90 days before the date of the
meeting. If FMC provides less than 70 days notice or public disclosure of the
date of the annual meeting, then a stockholder may bring business before that
meeting if FMC receives notice from that stockholder within 10 days of FMC's
notice or public disclosure.
A copy of the full text of the By-Law provisions discussed above may be
obtained by writing to the Corporate Secretary, FMC Corporation, 200 East
Randolph Drive, Chicago, Illinois 60601.
Expenses Relating to this Proxy Solicitation
FMC will pay all expenses relating to this proxy solicitation. In addition to
this solicitation by mail, FMC officers, directors, and employees may solicit
proxies by telephone or personal call without extra compensation for that
activity. FMC also expects to reimburse banks, brokers and other persons for
reasonable out-of-pocket expenses in forwarding proxy material to beneficial
owners of FMC stock and obtaining the proxies of those owners. FMC has retained
Corporate Investor Communications, Inc. of Carlstadt, New Jersey to assist in
the solicitation of proxies. FMC will pay the cost of such assistance, which is
estimated to be $7,000, plus reimbursement for out-of-pocket fees and expenses.
J. Paul McGrath
Senior Vice President, General Counsel
and Secretary
25
<PAGE>
- --------------------------------------------------------------------------------
FMC Corporation
200 East Randolph Drive
Chicago, IL 60601
Notice of
Annual Meeting of Stockholders
April 23, 1999
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 J.
Paul McGrath, 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 23, 1999, at 200 East Randolph Drive, Chicago,
Illinois at 2:00 P.M. or any adjournment or postponement 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 three Directors to serve in Class I for a term expiring in
2002 as set forth in the Proxy Statement--
Nominees: Robert N. Burt, Edward J. Mooney, and Asbjorn Larsen.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
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: ___________________, 1999
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.
FIDELITY MANAGEMENT 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 FMC 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 23, 1999, 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 21,
1999, 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 three Directors to serve in Class I for a term expiring in
2002 as set forth in the Proxy Statement--
Nominees: Robert N. Burt, Edward J. Mooney, and Asbjorn Larsen.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
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: __________________ , 1999
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.
Fidelity Management 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 properly come
before the meeting, all shares of stock represented by my interest in the FMC
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 23, 1999, 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 21,
1999, 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 three Directors to serve in Class I for a term expiring in 2002
as set forth in the Proxy Statement--
Nominees: Robert N. Burt, Edward J. Mooney, and Asbjorn Larsen.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
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: _________________ , 1999
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.
Fidelity Management 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 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
23, 1999, 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 21,
1999, 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 three Directors to serve in Class I for a term expiring in 2002
as set forth in the Proxy Statement--
Nominees: Robert N. Burt, Edward J. Mooney, and Asbjorn Larsen.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
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: _________________ , 1999
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.
Banco Popular de Puerto Rico, 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 FMC Puerto Rico Thrift and Stock Purchase Plan at the annual
meeting of stockholders of FMC Corporation to be held on April 23, 1999, 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 21,
1999, 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 three Directors to serve in Class I for a term expiring in 2002
as set forth in the Proxy Statement--
Nominees: Robert N. Burt, Edward J. Mooney, and Asbjorn Larsen.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
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: _________________ , 1999
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.
Fidelity Management 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 properly come
before the meeting, all shares of stock represented by my interest in the FMC
Stock Fund of the United Defense Limited Partnership Union Plan at the annual
meeting of stockholders of FMC Corporation to be held on April 23, 1999, 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 21,
1999, 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 three Directors to serve in Class I for a term expiring in 2002
as set forth in the Proxy Statement--
Nominees: Robert N. Burt, Edward J. Mooney, and Asbjorn Larsen.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
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: ________________ , 1999
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.
F.I.L. Bank & Trust Company Limited, 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 FMC International Savings Plan at the annual meeting of
stockholders of FMC Corporation to be held on April 23, 1999, 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 21,
1999, 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 three Directors to serve in Class I for a term expiring in 2002
as set forth in the Proxy Statement--
Nominees: Robert N. Burt, Edward J. Mooney, and Asbjorn Larsen.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
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: _________________ , 1999
Signature ______________________________________
Please sign exactly as name appears at left.
- --------------------------------------------------------------------------------
