FMC CORPORATION (NYSE:FMC) Files An 8-K Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
ITEM 5.04. TEMPORARY SUSPENSION OF TRADING UNDER REGISTRANT’S EMPLOYEE BENEFIT PLANS
On February 11, 2019, FMC Corporation (“FMC”) sent a notice (the “Blackout Notice”) to its directors and “officers” (as defined to Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”)) regarding a blackout period (the “Blackout Period”) that will be imposed on the FMC Corporation Savings and Investment Plan, the FMC Corporation Non-Qualified Savings and Investment Plan and the Livent Corporation Non-Qualified Savings and Investment Plan (collectively, the “Plans”) for Plan participants with an investment in the FMC common stock fund under the Plans (the “FMC Stock Fund”).
The Blackout Period will be implemented in connection with the anticipated pro rata spin-off distribution (the “Distribution”) by FMC of its remaining ownership of shares of Livent Corporation common stock to FMC shareholders of record as of the record date for the Distribution, including Plan participants who hold shares of FMC common stock as a result of their investment in the FMC Stock Fund.
The Blackout Period will be necessary in order to process transactions relating to the Distribution under the Plans, including the need to modify the FMC Corporation Qualified Savings and Investment Plan and the Livent Corporation Non-Qualified Savings Plan to create an investment fund to hold the shares of Livent Corporation common stock received by Plan participants invested in the FMC Stock Fund in connection with the Distribution. As a result, during the Blackout Period, Plan participants invested in the FMC Stock Fund will be restricted from all transactions involving the FMC Stock Fund, including exchanges or rebalancings into and out of the FMC Stock Fund, and will not have the ability to take loans, withdrawals or distributions from any portion of their Plan accounts, including the portion invested in the FMC Stock Fund.
The Blackout Period is expected to begin at the close of regular trading on the New York Stock Exchange (typically 4:00 PM EST) on February 21, 2019 and end during the calendar week of March 3, 2019.
The Blackout Notice informed FMC’s directors and officers that, during the Blackout Period, subject to certain limited exemptions, they will be prohibited from directly or indirectly purchasing, selling, acquiring or transferring any FMC common stock or derivative securities with respect to shares of FMC common stock acquired in connection with their service or employment as a director or officer of FMC. The Blackout Notice also informed FMC’s directors and officers that the Blackout Period restrictions are separate from, and in addition to, any other restrictions on trading FMC equity securities currently applicable to them.
It is possible that the necessary actions and modifications applicable each Plan in connection with the Distribution may be completed in three consecutive business days or less. FMC’s directors and officers will be notified as soon as reasonably practicable if the Blackout Period restrictions described in the Blackout Notice are not applicable to either of the Plans.
Any inquiries during the Blackout Period may be directed to:
FMC Corporation
2929 Walnut Street
Philadelphia, PA 19104
Attention: Andrea E. Utecht, Executive Vice President, General Counsel and Secretary
Telephone Number: (215) 299-6000
For a period of two years after the ending date of the Blackout Period, FMC shareholders or other interested parties may obtain, without charge, information about the actual beginning and ending dates of the Blackout Period by contacting:
FMC Corporation
2929 Walnut Street
Philadelphia, PA 19104
Attention: Jessica A. Morton, Assistant General Counsel
Telephone Number: (215) 299-6000
A copy of the Blackout Notice is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Further advance notice of the blackout period to our directors and officers was not possible due to events and circumstances that were beyond the Company’s reasonable control.
ITEM 8.01. OTHER EVENTS
On February 11, 2019, FMC issued a press release announcing the spin-off date of Livent Corporation as March 1, 2019. FMC has determined the record date for the distribution will be February 25, 2019.
Attached as Exhibit 99.2 to this Current Report on Form 8-K, and incorporated herein by this reference, is a copy of FMC’s press release dated February 11, 2019, announcing the spin-off date and record date.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits.
Exhibit
NumberDescription
FMC CORP Exhibit
EX-99.1 2 fmcex991noticetodirectorsand.htm EXHIBIT 99.1 Exhibit Exhibit 99.1To: Members of the Board of Directors and Executive Officers of FMC CorporationDate: February 11,…
To view the full exhibit click here
About FMC CORPORATION (NYSE:FMC)
FMC Corporation is a diversified chemical company serving agricultural, consumer and industrial markets. The Company operates through three business segments: FMC Agricultural Solutions, FMC Health and Nutrition, and FMC Lithium. The Company’s FMC Agricultural Solutions segment develops, markets and sells over three classes of crop protection chemicals, including insecticides, herbicides and fungicides. Its FMC Health and Nutrition segment focuses on nutritional ingredients, health excipients and functional health ingredients. FMC Health and Nutrition is a supplier of microcrystalline cellulose, carrageenan, alginates, natural colorants, pectin and omega-3, which has applications in the production of food, pharmaceutical, nutraceutical and other specialty consumer products. Its FMC Lithium segment manufactures lithium for use in a range of lithium products, which are used in energy storage, specialty polymers and chemical synthesis application.
