8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): March 9, 2018

FMC CORPORATION

(Exact Name of Registrant as Specified in Its Charter)

Delaware	1-2376	94-0479804
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

2929 Walnut Street, Philadelphia, PA	19104
(Address of Principal Executive Offices)	(Zip Code)

(215) 299-6000

(Registrant’s telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On March 9, 2018, FMC Corporation (the “Company”) announced that effective May 15, 2018, Paul Graves, currently serving as executive vice president and CFO of the Company, will become the CEO of the Company’s lithium business and he will resign his position as CFO of the Company. As previously announced, the Company’s existing lithium business will be separated into a new lithium materials subsidiary, which will conduct an underwritten initial public offering in the second half of 2018.

The Company also announced that effective May 15, 2018, Andrew Sandifer, currently the Company’s vice president and treasurer, will become the Company’s CFO. He will retain his current responsibilities for the Company’s Treasury organization. Mr. Sandifer is a 25-year industry veteran with extensive experience in strategic planning, investor relations, treasury, M&A and commercial management. Prior to joining the Company in 2010, he held various business and finance leadership roles at ARAMARK, The Dow Chemical Company, Rohm and Haas Company and the Boston Consulting Group.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Exhibit Title
99.1	Press Release dated March 9, 2018.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	FMC Corporation
Date: March 9, 2018	By:	/s/ Andrea Utecht
		Name:	Andrea Utecht
		Title:	Executive Vice President, General Counsel and Secretary

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EX-99.1

Exhibit 99.1

FMC Corporation 2929 Walnut Street Philadelphia, PA 19104 USA   215.299.6000 fmc.com

News Release

For Release: Immediate

Media contact: Ken Gedaka +1.215.299.6150

ken.gedaka@fmc.com

Investor contact: Michael Wherley +1.215.299.6543

michael.wherley@fmc.com

FMC Announces Executive Leaders for Planned New Lithium Materials Company, Appoints New FMC Chief Financial Officer

PHILADELPHIA, March 9, 2018 – FMC Corporation (NYSE:FMC) today announced that Paul Graves, executive vice president and chief financial officer, has been appointed chief executive officer for the previously announced new, publicly traded lithium materials company, which will be created by separating FMC’s lithium business in the second half of 2018. Gilberto Antoniazzi, CFO for FMC Agricultural Solutions, has been appointed CFO for the new lithium materials company.

Pierre Brondeau will serve as chairman of the board of the new lithium materials company. He will continue to lead FMC Corporation as president, CEO and chairman.

Tom Schneberger, vice president and global business director of FMC Lithium, has been named chief operating officer for the new lithium materials company.

Andrew Sandifer, FMC vice president and treasurer, has been appointed CFO and treasurer for FMC Corporation.

All appointments are effective May 15, 2018.

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FMC Announces Executive Leaders for Planned New Lithium Materials Company, Appoints New FMC Chief Financial Officer

“Preparations to separate our lithium business are progressing very well, with an expected IPO in the second half of 2018,” said Brondeau. “It is important that we have a strong executive team in place well in advance of the IPO. Paul is a seasoned executive with more than 25 years of experience in the chemical and financial industries. He brings exceptional leadership capabilities to launch and grow an exciting new lithium company.”

Antoniazzi has served in senior finance roles in the U.S., Latin America and Europe during his 25-year FMC career. “Gilberto is a highly-respected leader in our Finance organization and throughout the company,” Brondeau said. “He has worked across most disciplines in Finance, including financial planning, analysis, accounting and tax. Gilberto will bring strong business credentials, a global view and extensive experience in Argentina and the Latin America region to the lithium CFO role.”

Brondeau said that FMC Lithium has performed very well under Schneberger’s guidance. “Tom has elevated operating discipline and strengthened customer engagements during his three years leading our lithium business. He will work closely with Paul and the lithium leadership team to continue driving business performance and preparing for the separation.”

Sandifer is a 25-year industry veteran with extensive experience in strategic planning, investor relations, treasury, M&A and commercial management. Prior to joining FMC in 2010, he held various business and finance leadership roles at ARAMARK, The Dow Chemical Company, Rohm and Haas Company and the Boston Consulting Group. “I have worked with Andrew for more than 15 years. He is well respected for his sound judgement, business acumen and financial leadership,” Brondeau said.

About FMC

For more than a century, FMC Corporation has served the global agricultural, industrial and consumer markets with innovative solutions, applications and quality products. On November 1, 2017, FMC

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FMC Announces Executive Leaders for Planned New Lithium Materials Company, Appoints New FMC Chief Financial Officer

acquired a significant portion of DuPont’s Crop Protection business. FMC employs approximately 7,000 people throughout the world and operates its businesses in two segments: FMC Agricultural Solutions and FMC Lithium. For more information, visit www.FMC.com.

Safe Harbor Statement under the Private Securities Act of 1995: Statements in this news release that are forward-looking statements are subject to various risks and uncertainties concerning specific factors described in FMC Corporation’s 2017 Form 10-K and other SEC filings. Such information contained herein represents management’s best judgment as of the date hereof based on information currently available. FMC Corporation does not intend to update this information and disclaims any legal obligation to the contrary. Historical information is not necessarily indicative of future performance.

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