Chairman's - FMC Corporation

PART III
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
Information concerning directors, appearing under the caption “III. Board of Directors” in our Proxy
Statement to be filed with the Securities and Exchange Commission in connection with the Annual Meeting of
Stockholders scheduled to be held on April 27, 2010 (the “Proxy Statement”), information concerning executive
officers, appearing under the caption “Item 4A. Executive Officers of the Registrant” in Part I of this Form 10-K,
information concerning the Audit Committee, appearing under the caption “IV. Information About the Board of
Directors and Corporate Governance-Committees and Independence of Directors-Audit Committee” in the Proxy
Statement, information concerning the Code of Ethics, appearing under the caption “IV. Information About the
Board of Directors and Corporate Governance “—Corporate Governance-Code of Ethics and Business Conduct
Policy” in the Proxy Statement, and information about compliance with Section 16(a) of the Securities Exchange
Act of 1934 appearing under the caption “VII. Other Matters—Section 16(a) Beneficial Ownership Reporting
Compliance” in the Proxy Statement, is incorporated herein by reference in response to this Item 10.
ITEM 11. EXECUTIVE COMPENSATION
The information contained in the Proxy Statement in the section titled “VI. Executive Compensation” with
respect to executive compensation, in the section titled “IV. Information About the Board of Directors and
Corporate Governance—Director Compensation” and “—Corporate Governance—Compensation Committee
Interlocks and Insider Participation” is incorporated herein by reference in response to this Item 11.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
AND RELATED STOCKHOLDER MATTERS
The information contained in the section titled “V. Security Ownership of FMC Corporation” in the Proxy
Statement, with respect to security ownership of certain beneficial owners and management, is incorporated
herein by reference in response to this Item 12.
Equity Compensation Plan Information
The table below sets forth information with respect to compensation plans under which equity securities of
FMC are authorized for issuance as of December 31, 2009. All of the equity compensation plans pursuant to
which we are currently granting equity awards have been approved by stockholders.
Number of Securities
remaining available for
Number of Securities to Weighted-average future issuance under
be issued upon exercise exercise price of equity compensation
of outstanding options outstanding options plans (excluding
and restricted stock and restricted stock securities reflected in
awards awards column (A))
Plan Category (A) (2) (B) (1) (C)
Equity Compensation Plans approved by
stockholders ........................... 2,590,478 $25.97 4,070,650
(1) Taking into account all outstanding stock options included in this table, the weighted-average exercise price
of such stock options is $25.97 and the weighted-average term-to-expiration is 5.8 years.
(2) Includes 2,174,576 stock options and 380,074 restricted stock awards granted to employees and 35,828
Restricted Stock Units (RSUs) held by directors.
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