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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
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 (S) 240.14a-11(c) or (S) 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:
-------------------------------------------------------------------------
(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:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<PAGE>
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Corporation
Robert N. Burt
Chairman and
Chief Executive Officer
March 16, 2000
Dear Stockholder:
It is my pleasure to invite you to attend FMC's 2000 Annual Meeting of
Stockholders. The meeting will be held on Thursday, April 20, 2000 at 2:00 PM
local time in the Indiana Room, Lower Level One, Aon Center (formerly the Amoco
Building), 200 E. Randolph Drive, Chicago, Illinois. The Notice of Annual
Meeting and Proxy Statement accompanying this letter describe the business to
be conducted at the meeting.
During the meeting, I will report to you on the Company's continued earnings
growth and other achievements during 1999 and on our goals for 2000. 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 20th.
Sincerely,
/s/Robert N. Burt
<PAGE>
[FMC LOGO]
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NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
Thursday, April 20, 2000
2:00 p.m.
Indiana Room, Lower Level One
Aon Center
(formerly the Amoco Building)
200 E. Randolph Drive
Chicago, Illinois 60601
March 16, 2000
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:
. Re-elect four (4) directors: Patricia A. Buffler, Albert J. Costello,
Joseph H. Netherland and Clayton Yeutter, each for a term of three (3)
years
. Ratify the appointment of KPMG LLP as our independent public accountants
for 2000
. 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
Thomas P. Hester,
Senior Vice President,
General Counsel and Secretary
<PAGE>
LOGO OF FMC
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Table of Contents
I. Information About Voting
II. Proposals To Be Voted On
.The Election of Directors
.Nominees for Director
.Ratification of Appointment of Independent Public Accountants
III. Board of Directors
.Nominees for Director
.Directors Continuing in Office
IV. Information About the Board of Directors
.Meetings
.Committees
.Board of Directors' Compensation and Relationships
V. Security Ownership of FMC
.Management Ownership
.Other Ownership
VI. Executive Compensation
.Summary Compensation Table
.Option Grants in 1999
.Aggregated Option Exercises in 1999 and Year-End Option Values
.Retirement Plans
.Termination and Change of Control Arrangements
.Report of the Compensation Committee on Executive Compensation
.Stockholder Return Performance Presentation
VII. Other Matters
.Section 16(a) Beneficial Ownership Reporting Compliance
.Proposals for the 2001 Annual Meeting
.Expenses Relating to this Proxy Solicitation
<PAGE>
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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 2000 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 1999 on March 16,
2000.
Agenda Items. The agenda for the Annual Meeting is to:
1. Re-elect four (4) directors;
2. Ratify the appointment of KPMG LLP as our independent public accountants
for 2000; 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 25, 2000. You will
have one (1) vote for each share of Common Stock. As of February 4, 2000, there
were 31,217,000 shares of Common Stock outstanding and entitled to vote.
How to Vote. You may vote in 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. Currently, we do not 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.
<PAGE>
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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. 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 II
directors expires at the 2000 Annual Meeting.
Nominees for Director
The nominees for director this year are: Patricia A. Buffler, Albert J.
Costello, Joseph H. Netherland and Clayton Yeutter.
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, either 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 of Directors 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 Patricia A.
Buffler, Albert J. Costello, Joseph H. Netherland and Clayton Yeutter.
Ratification of Appointment of Independent Public Accountants
The Audit Committee of the Board of Directors has recommended that KPMG LLP
continue to serve as FMC's independent public accountants for 2000. KPMG LLP
has served as FMC's independent public 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 public accountants for 2000.
2
<PAGE>
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III. Board of Directors
Nominees for Director
Class II--Term Expiring in 2003
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Patricia A. Buffler
Principal Occupation: Dean Emerita and Professor of
Epidemiology, School of Public Health, University of
California, Berkeley
picture of Pattricia A. Buffler
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 US-Japan Radiation
Effects Research Foundation and the Lovelace Respiratory Research Institute and
a trustee of Goddard College. 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.
Age: 61
Director Since: 1994
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Albert J. Costello
Principal Occupation: Retired Chairman, President and Chief
Executive Officer, W. R. Grace & Co.
Age: 64
Director Since: 1995
Picture
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 of
directors 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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3
<PAGE>
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Joseph H. Netherland
Principal Occupation: President, FMC Corporation
Age: 53
Director Since: 1999
Picture
Mr. Netherland was elected President of FMC in June 1999 after serving as
Executive Vice President of FMC since 1998. He has been the General Manager of
FMC's Energy and Transportation Group since 1992. Mr. Netherland joined FMC in
1973 as a Business Planner for the Machinery Group, and he held several
management positions over the next few years. He was elected a Vice President
of FMC in 1987. Mr. Netherland became General Manager of FMC's former Petroleum
Equipment Group in 1985 and General Manager of FMC's former Specialized
Machinery Group in April 1989. Mr. Netherland is a former chairman of the
Petroleum Equipment Suppliers Association. He serves on the board of directors
of the American Petroleum Institute and the Petroleum Equipment Suppliers
Association.
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Clayton Yeutter
Principal Occupation: Of Counsel, Law Firm of Hogan & Hartson
Age: 69
Director Since: 1993
Picture
Mr. Yeutter has been Of Counsel to Hogan & Hartson since 1993. He originally
joined FMC's Board of Directors 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 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 (1978-1985). 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, Weyerhaeuser Co.
and the Oppenheimer Funds group of investment companies.
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4
<PAGE>
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Directors Continuing in Office
Class III--Term Expiring in 2001
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B. A. Bridgewater, Jr.
Principal Occupation: Retired Chairman of the Board of
Directors and Chief Executive Officer, Brown Group, Inc., a
diversified marketer and retailer of footwear
Age: 65
Director Since: 1979
Picture
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 of Directors, 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
associated with McKinsey & Company Inc., as a Director from 1972-1975. He also
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 currently a director of EEX Corporation (Houston, TX),
and a trustee of Washington University (St. Louis, MO).
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Paul L. Davies, Jr.
Principal Occupation: President, Lakeside Corporation, a real
estate investment company
Age: 69
Director Since: 1965
Picture
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.
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5
<PAGE>
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William F. Reilly
Principal Occupation: Founder, PRIMEDIA Inc., a diversified
media company
Age: 61
Director Since: 1992
Picture
Mr. Reilly is the founder of PRIMEDIA Inc. He has served as Chairman and Chief
Executive Officer of the firm from February 1990 to 1999. 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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James R. Thompson
Principal Occupation: Chairman, Chairman of the Executive
Committee and Partner, Law Firm of Winston & Strawn, Chicago,
Illinois
Age: 63
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 Board of Directors
of Union Pacific Resources, Inc., the Chicago Board of Trade, primeoutlets.com
inc., Prime Retail, Inc., Navigant Consulting, Inc., Metal Management, Inc.,
American National Can Co., Jefferson Smurfit Group, plc, Prime Group Realty
Trust, 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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6
<PAGE>
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Class I--Term Expiring in 2002
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Robert N. Burt
Principal Occupation: Chairman of the Board of Directors and
Chief Executive Officer, FMC Corporation
Age: 62
Director Since: 1989
Mr. Burt is Chairman of the Board of Directors 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 of the
Orchestral Association of Chicago, and serves on the Boards of Directors of the
Rehabilitation Institute of Chicago and Evanston Hospital Corporation. He is
Chairman of the Business Roundtable and on the Board of Directors and Executive
Committee of the Chemical Manufacturers Association.
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Edward J. Mooney
Principal Occupation: Chairman and Chief Executive Officer,
Nalco Chemical Company, a specialty chemicals company
Age: 58
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 The Northern Trust Company and the Chemical Manufacturers Association.
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7
<PAGE>
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Asbjorn Larsen
Principal Occupation: Retired President and Chief Executive
Officer, Saga Petroleum ASA, an oil and gas company
Age: 63
Director Since: 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) from 1973
and from 1976 as Vice President (Economy and Finance) of Saga Petroleum. He was
manager in 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 AS and Chairman of its Audit-AS Committee. Mr.
Larsen is also a member of the Board of Den norske Bank Holding ASA and
Chairman of its Audit Committee, and he is a member of the Boards of DSND
Sondenfjeldske, Filadelfia AS, the Norwegian Cancer Hospital, Read Group AS,
Saga Fjordbase AS and the Tom Wilhelmsen Foundation.
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Enrique J. Sosa
Principal Occupation: Former President of BP Amoco Chemicals
Age: 59
Director Since: 1999
Mr. Sosa was president of BP Amoco Chemicals from January 1, 1999 to April
1999. From 1995 to 1998, he was Executive Vice President of Amoco Corporation.
Prior to joining Amoco, Mr. Sosa served as Senior Vice President of The Dow
Chemical Company, President of Dow North America and a member of its Board of
Directors. Mr. Sosa joined Dow in 1964 and he was elected Vice President of Dow
in 1990, Senior Vice President of Dow in 1991 and President of Dow North
America in 1993. Mr. Sosa has served on the Board of Directors of Electronic
Data Systems, Dow Corning Corporation, Destec Energy. He also served as
chairman of the Executive Committee of the American Plastics Council, a member
of the Executive Committee of the American section of the Society of Chemical
Industry and a member of the Executive Committee and Board of Directors of the
Chemical Manufacturers Association.
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8
<PAGE>
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IV. Information About the Board of Directors
Meetings
During 1999, the Board of Directors held six (6) regular meetings and three (3)
special 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.
Committees
The Board of Directors 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 with company management and the independent public accountants:
. The effectiveness and adequacy of FMC's financial organization and internal
control
. The Annual Report, Proxy Statement and other financial representations
. The effectiveness and scope of the activities of the independent
accountants and the internal auditors
. Significant changes in accounting policies
. Federal income tax issues and related reserves
. Potential significant litigation
. Recommend to the Board of Directors the selection of the independent public
accountants.
Members: Mr. Reilly (Chair), Dr. Buffler, Mr. Larsen, Mr. Mooney and Mr. Sosa--
all outside directors
Number of Meetings in 1999: 3
Compensation and Organization Committee
Duties:
. Review and approve compensation policies and practices for top executives
. Establish the total compensation for the Chief Executive Officer and
President
. Review and approve major changes in FMC's employee benefit plans
9
<PAGE>
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. Review short- and long-term incentive plans and equity grants
. Review significant organizational changes and management succession planning
. Recommend to the Board of Directors candidates for officers of FMC
Members: Mr. Costello (Chair), Mr. Bridgewater, Mr. Davies, Mr. Mooney and Mr.
Reilly--all outside directors
Number of Meetings in 1999: 5
Executive Committee
Duties:
Acts in place of the Board of Directors when the full Board of Directors is not
in session
Members: Mr. Burt (Chair), Mr. Bridgewater, Mr. Davies and Mr. Reilly--all
outside directors except Mr. Burt
Number of Meetings in 1999: None
Nominating and Board Procedures Committee
Duties:
. Review and recommend candidates for director
. Recommend Board of Directors 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), Mr. Costello, Mr. Thompson and Mr. Yeutter--
all outside directors
Number of Meetings in 1999: 3
Public Policy Committee
Duties:
. Review FMC's government and legislative programs and relations
10
<PAGE>
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. 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: Mr. Thompson (Chair), Mr. Netherland, Dr. Buffler, and Mr. Yeutter--
all outside directors except Mr. Netherland
Number of Meetings in 1999: 1
Board of Directors' Compensation and Relationships
Compensation Plan. Effective January 1, 1997, the Board of Directors 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 of Directors' meeting and Board
of Directors' 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 FMC Common Stock
upon death or retirement from the Board of Directors.
Options. On May 1, 1999, FMC granted each non-employee director an option to
purchase 1,500 shares of Common Stock at a price of $69.75 per share. The
exercise price equals the fair market value of each share 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 1999 with certain
organizations for which FMC directors are now serving, or during 1999 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.
11
<PAGE>
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V. Security Ownership of FMC
Management Ownership
The following table shows, as of February 4, 2000, the number of shares of
Common Stock beneficially owned by each director and nominee, the Chief
Executive Officer, the three (3) other most highly compensated executive
officers, and all directors and executive officers as a group. Each director
and each executive officer (except for Mr. Burt) named in table below
beneficially owns less than one percent (1%) of the Common Stock.
<TABLE>
<CAPTION>
Beneficial Ownership on
February 4, 2000
-----------------------
Common Stock
Name of FMC Percent of Class
---- ----------------------- ----------------
<S> <C> <C>
B. A. Bridgewater,
Jr. (2).......... 9,185
Patricia A.
Buffler (2)...... 4,117
Robert N. Burt
(1).............. 387,719 1.2%
Albert J. Costello
(2).............. 5,313
Paul L. Davies,
Jr. (2)(3)....... 43,760
Robert I. Harries
(1).............. 85,118
William J. Kirby
(1).............. 137,151
Asbjorn Larsen
(2).............. 573
Edward J. Mooney
(2).............. 2,491
Joseph H.
Netherland (1)... 90,347
William F. Reilly
(2).............. 17,749
Enrique Sosa (2).. 573
James R. Thompson
(2).............. 5,612
Clayton Yeutter
(2).............. 6,581
All directors and
executive
officers as a
group
(23 persons)
(1)(2)........... 1,124,083 3.6%
</TABLE>
- ------
(1) Shares "beneficially owned" include: (i) shares owned by the individual;
(ii) shares held by the FMC Corporation Savings and Investment Plan
("Savings Plan") for the account of the individual as of February 4, 2000;
and (iii) shares subject to options that are exercisable within 60 days.
Shares included in Item (iii) in the aggregate are 309,800 shares for Mr.
Burt, 86,900 shares for Mr. Netherland, 106,600 shares for Mr. Kirby,
72,600 shares for Mr. Harries and 859,400 shares for all directors and
executive officers as a group. These numbers do not include shares held in
the Savings Plan that may be voted by the Savings Plan trustee if the
beneficial owners do not exercise their right to direct such vote (see
Footnote 2 on page 13).
(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 4, 2000,
the number of shares and units credited to directors under those plans were
as follows: Mr. Bridgewater, 8,185; Dr. Buffler, 4,117; Mr. Costello,
4,613; Mr. Davies, 9,760; Mr. Larsen, 573; Mr. Mooney, 1,991; Mr. Reilly,
5,749; Mr. Sosa, 573; Mr. Thompson, 5,612; and Mr. Yeutter, 6,181.
Directors have no power to vote or dispose of shares representing such
units until distributed after the director retires from the Board of
Directors 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 and
2,000 shares held in trust of which Mr. Davies is the trustee.
12
<PAGE>
- --------------------------------------------------------------------------------
Other 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 4, 2000:
<TABLE>
<CAPTION>
Name and Address of Beneficial Amount and Nature of Percent of
Owner Beneficial Ownership Class (1)
------------------------------ -------------------- ----------
<S> <C> <C>
FMC Corporation Master Trust 5,459,000 shares held in trust for 17.5%
c/o Fidelity Management Trust participants in the employee
Company 401(k) plans (2)
82 Devonshire Street
Boston, MA 02109
Sanford C. Bernstein & Co., Inc. 3,871,000 shares (3) 12.4%
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).
(2) These shares are held in trust for the beneficial owners (the participants
in the two FMC 401(k) 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, which state that the beneficial
owners had sole voting or dispositive power as to all of the shares shown.
13
<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 five (5) 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 1999 883,986 371,275 106,059 76,320 1,087,304 94,007
Chairman of
the Board
& 1998 841,890 400,021 44,822 63,600 451,078 79,007
Chief
Executive
Officer 1997 801,246 190,374 67,734 59,400 358,794 62,897
JOSEPH H.
NETHERLAND 1999 530,828 187,341 337,767 40,000 596,632 106,797
President 1998 465,388 141,579 765,015 21,000 681,784 522,738(5)
1997 375,168 84,038 64,622 15,200 635,977 30,249
WILLIAM J.
KIRBY 1999 390,936 117,281 -- 18,000 293,202 29,374
Senior Vice
President 1998 375,900 117,469 2,967 15,000 30,124 33,918
1997 361,440 108,432 23,942 12,500 231,041 27,943
J. PAUL
McGRATH(6) 1999 410,847 143,797 -- 19,440 308,135 30,602
Senior Vice
President,
General 1998 385,692 120,529 -- 16,200 46,381 33,127
Counsel
and
Secretary 1997 357,492 107,247 -- 14,900 196,656 25,202
ROBERT I.
HARRIES 1999 341,736 82,017 373,455 16,200 253,704 24,322
Vice
President 1998 328,596 65,719 1,996 13,500 20,225 30,128
& Group
Manager 1997 309,996 64,479 26,131 12,400 256,505 22,611
MICHAEL J.
CALLAHAN(7) 1999 402,094 115,602 -- -- 301,571 30,049
Retired
Executive
Vice
President 1998 436,520 120,044 432 17,600 33,382 38,754
and Chief
Financial
Officer 1997 425,880 117,117 16,173 14,700 269,951 32,529
</TABLE>
- ------
(1) The 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 commenced annually on January 1 of the applicable year(s) (Column G).
These payouts may be made in cash and/or Common Stock.
(2) The six (6) officers listed in the table held restricted shares on December
31, 1999 valued at that day's closing market price as follows: Mr. Burt,
10,712 shares at $613,932; Mr. Netherland, 24,248 shares at $1,389,714; Mr.
Kirby, 2,368 shares at $135,716; Mr. McGrath, 13,702 shares at $785,296;
Mr. Harries, 7,443 shares at $426,577 and Mr. Callahan, 0 shares. 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 the share 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 shares of Common
Stock. These additional shares are included in Column E for 1999, 1998 and
1997 at market value as of the date of grant. This amount will be forfeited
if the executive terminates voluntarily prior to the end of the applicable
three (3) year period.
14
<PAGE>
- --------------------------------------------------------------------------------
(4) Consists of annual FMC matching contributions to the Savings Plan and the
FMC Corporation Non-Qualified Deferred Compensation and Retirement Plan.
(5) This amount includes payments of $460,423 for relocation expenses.
(6) Mr. McGrath resigned as an officer of FMC as of January 14, 2000.
(7) Mr. Callahan retired as an officer of FMC on December 1, 1999.
Option Grants in 1999
The table below shows information on grants of stock options in 1999. FMC made
those grants under the Option Plan to the officers named in the Summary
Compensation Table. FMC did not grant stock appreciation rights under the
Option Plan during 1999.
<TABLE>
<CAPTION>
Percent
of
Number of Total
Securities Options
Underlying Granted Exercise Grant
Options to or Base Date
Granted in Employees Price Expiration Present
1999(#) in 1999 ($/SH) Date Value ($)
Name (A) (B) (C) (D) (E) (F)
-------- ---------- --------- -------- ---------- ---------
<S> <C> <C> <C> <C> <C>
Robert N. Burt............... 76,320 21.7 48.00 3/22/09 1,827,101
Joseph H. Netherland......... 40,000 11.4 48.00 3/22/09 957,600
William J. Kirby............. 18,000 5.1 48.00 3/22/09 430,920
J. Paul McGrath.............. 19,440 5.5 48.00 3/22/09 465,394
Robert I. Harries............ 16,200 5.0 48.00 3/22/09 387,828
Michael J. Callahan.......... -- -- -- -- --
</TABLE>
We used the Black-Scholes option pricing model to value these options as of the
date granted, March 22, 1999. The model assumed: an option term of 10 years; an
interest rate of 5.23 percent that represents the interest rate on a long-term
U.S. Treasury security; an assumed annual volatility of underlying stock of
25.35 percent, and no dividends being paid. FMC made no assumptions regarding
restrictions on vesting or the likelihood of vesting.
The ultimate values of the options will depend on the future market price of
FMC's Common Stock, which cannot be forecast with reasonable accuracy. The
actual value, if any, an option holder will realize when exercising an option
will depend on the excess of the market value of FMC's Common Stock over the
exercise price on the date the option is exercised.
15
<PAGE>
- --------------------------------------------------------------------------------
Aggregated Option Exercises in 1999 and Year-End Option Values
Shown below is information with respect to options to purchase FMC's Common
Stock exercised in 1999 by the officers named in the Summary Compensation Table
and unexercised options held by them at December 31, 1999.
<TABLE>
<CAPTION>
Number of Securities
Underlying Unexercised Value of Unexercised in-
Options/SARs at 12/31/99 the-Money Options at
(#) 12/31/99 ($)(1)
------------------------ ------------------------
Shares
Acquired
on Value
Exercise Realized
(#) ($) Exercisable/Unexercisable Exercisable/Unexercisable
Name (A) (B) (C) (D) (E)
-------- -------- -------- ------------------------- -------------------------
<S> <C> <C> <C> <C>
Robert N.
Burt....... -- -- 250,400/199,320 2,285,982/710,730
Joseph H.
Netherland. -- -- 71,700/ 76,200 757,044/372,500
William J.
Kirby...... -- -- 94,100/ 45,500 1,136,557/167,625
J. Paul
McGrath.... -- -- 8,000/ 50,540 0/181,035
Robert I.
Harries.... -- -- 60,200/ 42,100 591,964/150,863
Michael J.
Callahan... -- -- 47,800/ 14,700 276,500/ 0
</TABLE>
- ------
(1) The closing price of FMC's Common Stock at December 31, 1999, the last
trading day of 1999, was $57 5/16.
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 2000 at
various levels of salary and years of service. Payment of benefits shown is
contingent on the continuation of the present plan (and its supplements) until
the employee retires.
Pension Plan Table
<TABLE>
<CAPTION>
Estimated Annual Retirement Benefits for Years
of Service Indicated
-----------------------------------------------
15 20 25 30 35 40
Final Average Earnings Years Years Years Years Years Years
- ---------------------- ------- ------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C> <C>
$150,000 31,118 41,490 51,863 62,235 72,608 83,858
$250,000 53,618 71,490 89,363 107,235 125,108 143,858
$350,000 76,118 101,490 126,863 152,235 177,608 203,858
$450,000 98,618 131,490 164,363 197,235 230,108 263,858
$550,000 121,118 161,490 201,863 242,235 282,608 323,858
$650,000 143,618 191,490 239,363 287,235 335,108 383,858
$900,000 199,868 266,490 333,113 399,735 466,358 533,858
$1,150,000 256,118 341,490 426,863 512,235 597,608 683,858
$1,300,000 289,868 386,490 483,113 579,735 676,358 773,858
$1,450,000 323,618 431,490 539,363 647,235 755,108 863,858
</TABLE>
16
<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 14.
2. At February 4, 2000, Messrs. Burt, Netherland, Kirby, McGrath, Harries and
Callahan had, respectively, 26, 26, 38, 3, 23 and 5 years of credited
service under the plan (and its supplements).
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 2000) 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 the Internal Revenue Code 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 thirty-seven (37) 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 are changed 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 or actual 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 401(k) 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
Senior Vice President and Chief Financial Officer can also receive these
benefits if they voluntarily terminate their employment with FMC within
thirteen (13) months 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
percent or more of FMC's Common Stock; (b) a change in the majority of the
Board of Directors under certain circumstances; (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.
17
<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 longer-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 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 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 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.
Mr. Burt last received a base salary increase of 5 percent in 1999. His salary
will be reviewed in early 2000 using the performance factors listed above.
18
<PAGE>
- --------------------------------------------------------------------------------
Management Incentive Awards. In 1995, the Committee and the Board of Directors
recommended a revised Incentive Plan, which stockholders approved. This revised
Incentive 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 a capital charge
and capital employed). The Committee oversees participation in this Incentive
Plan. Participation in the Incentive Plan is based on opportunity to influence
performance and growth at FMC, position level, competitive practice for similar
positions, 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 percent to 70
percent of base salary, while actual payments can range from zero (0) to three
(3) times target incentive.
Through December 31, 1999, the multi-year incentive period used a two-year net
contribution target that began in 1998. The payout in 2000 included payment for
the two-year Business Performance Incentive (BPI), as well as the Annual
Performance Incentive award (API). In the case of Mr. Burt, his BPI payment,
shown as LTIP Payouts in Column G of the Summary Compensation Table, was
$1,087,304. Commencing in 2000, incentive periods will be measured in one-year
cycles under the Incentive Plan.
The API comprises 30 to 50 percent 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 (0) to two (2) times
the target percentage. It is awarded based on achieving annual objectives set
for the individual's most important business responsibilities. For Mr. Burt in
1999, these included such wide-ranging objectives as increased earnings and
return on investments, management of the company's portfolio of businesses,
improved operating performance and market position, leadership development,
executive succession planning, corporate strategy development, diversity, and
safety performance. Mr. Burt's API for 1999, shown as Bonus in Column D of the
Summary Compensation Table, was $371,275.
Stock Option Awards. The Option 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 Option Plan continues to give the Committee
broad discretion to select the appropriate types of rewards. Awards in 1999
consisted of non-qualified stock options for all Officers. The award vesting
period is three (3) years, with an option term of 10 years. The exercise price
of options is the fair market value of common stock on the date of the grant.
To determine the number of options to be granted to an executive, we establish
an award level based on an executive's salary grade while considering
competitive industry practice as provided by an independent, outside consultant
utilizing Black-Scholes
19
<PAGE>
- --------------------------------------------------------------------------------
methodology. In approving grants under the Option 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 1999 option grants are as indicated on page 15 in this proxy
statement in the section headed "Option Grants in 1999."
Section 162(m) Deductibility. The Committee continues to review the one million
dollar cap on tax deductible compensation and is advised that the 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 Incentive Plan to craft
appropriate incentive awards. The Committee continues to believe that this is
not currently 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 Incentive Plan and Option Plan include
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
20
<PAGE>
- --------------------------------------------------------------------------------
Stockholder Return Performance Presentation
The following chart compares the yearly percentage change in the cumulative
stockholder 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, 1995
and ending December 31, 1999.
[LINE CHART]
December 31 1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------------------------
FMC 100.00 117.10 121.43 116.56 96.97 99.24
S&P 500 100.00 137.12 168.22 223.90 287.35 347.36
DJDIA 100.00 124.78 155.74 201.88 200.95 217.24
21
<PAGE>
- --------------------------------------------------------------------------------
The following chart compares the yearly percentage change in the cumulative
stockholder 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, 1995, and ending
December 31, 1999. FMC has elected to include the Philadelphia Oil Service
Sector Index and the Chemical Composite Index because FMC believes comparing
its performance with the companies included in these indices is relevant and
meaningful to its stockholders.
[LINE CHART]
1994 1995 1996 1997 1998 1999
- -------------------------------------------------------------------------------
FMC 100.00 117.10 121.43 116.56 96.97 99.24
S&P Chemicals 100.00 130.55 162.43 197.41 185.29 216.94
Philadelphia Oil 100.00 159.39 242.31 375.14 182.44 269.41
Service Sector
Index
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 Exchange Act of 1934 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.
Proposals for the 2001 Annual Meeting
Stockholders may make proposals to be considered at the 2001 Annual Meeting. To
be included in the proxy statement and form of proxy for the 2001 Annual
Meeting,
22
<PAGE>
- --------------------------------------------------------------------------------
stockholder proposals for the 2001 Annual Meeting must be received not later
than November 7, 2000, 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.
Thomas P. Hester
Senior Vice President General Counsel and Secretary
23
<PAGE>
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FMC Corporation
200 East Randolph Drive
Chicago, IL 60601
Notice of
Annual Meeting of Stockholders
April 20, 2000
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, Joseph H. Netherland and William
H. Schumann, 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 stock represented by my interest in the FMC Stock
Fund of the FMC Employees' International Stock Purchase Plan at the annual
meeting of stockholders of FMC Corporation to be held on April 20, 2000, 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 not be
voted.
- --------------------------------------------------------------------------------
<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 Savings and Investment Plan for Bargaining Unit
Employees at the annual meeting of stockholders of FMC Corporation to be held
on April 20, 2000, 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 18,
2000, 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
2003 as set forth in the Proxy Statement--
Nominees: Patricia A. Buffler, Albert J. Costello, Joseph H. Netherland and
Clayton Yeutter.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
2. Ratification of the Appointment of Independent Public Accountants.
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: __________________ , 2000
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 Corporation Savings and Investment Plan at the annual
meeting of stockholders of FMC Corporation to be held on April 20, 2000, 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 18,
2000, 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 2003
as set forth in the Proxy Statement--
Nominees: Patricia A. Buffler, Albert J. Costello, Joseph H. Netherland and
Clayton Yeutter.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
2. Ratification of the Appointment of Independent Public Accountants.
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: __________________ , 2000
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
20, 2000, 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 18,
2000, 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
2003 as set forth in the Proxy Statement--
Nominees: Patricia A. Buffler, Albert J. Costello, Joseph H. Netherland and
Clayton Yeutter.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
2. Ratification of the Appointment of Independent Public Accountants.
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: __________________ , 2000
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 20, 2000, 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 18,
2000, 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
2003 as set forth in the Proxy Statement--
Nominees: Patricia A. Buffler, Albert J. Costello, Joseph H. Netherland and
Clayton Yeutter.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
2. Ratification of the Appointment of Independent Public Accountants.
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: __________________ , 2000
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 20, 2000, 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 18,
2000, 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
2003 as set forth in the Proxy Statement--
Nominees: Patricia A. Buffler, Albert J. Costello, Joseph H. Netherland and
Clayton Yeutter.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
2. Ratification of the Appointment of Independent Public Accountants.
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: __________________ , 2000
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.
The undersigned hereby appoints Robert N. Burt, Joseph H. Netherland and William
H. Schumann, 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 20, 2000, 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 THE 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
2003 as set forth in the Proxy Statement--
Nominees: Patricia A. Buffler, Albert J. Costello, Joseph H. Netherland and
Clayton Yeutter.
-------------------------------------
(Except nominee(s) written above.)
For All
For Withheld Except
[_] [_] [_]
2. Ratification of the Appointment of Independent Public Accountants.
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: __________________ , 2000
Signature _______________________________________
Please sign exactly as name appears at left.
- --------------------------------------------------------------------------------
