Attached files

file filename
8-K - FORM 8-K - FMC CORPfmc8-k22114.htm


Exhibit 99.1


Exclusive Forum Selection By-Law

The Amended and Restated By-laws of FMC Corporation are hereby amended, effective February 18, 2014, to add the following new Article XIII:

              Article XIII  Exclusive Forum   Unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of the Corporation, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of the Corporation to the Corporation or the Corporation’s stockholders, (iii) any action asserting a claim arising pursuant to any provision of the Delaware General Corporation Law, or (iv) any action asserting a claim governed by the internal affairs doctrine shall be a state or federal court located within the state of Delaware, in all cases subject to the court’s having personal jurisdiction over the indispensable parties named as defendants. Any person or entity purchasing or otherwise acquiring any interest in shares of capital stock of the Corporation shall be deemed to have notice of and consented to the provisions of this Article XIII.