Beard v. Douglas Alleges FMC Hid $90M Revenue Miss Behind Project Focus Hype
The verified shareholder derivative complaint filed August 6, 2026 alleges that FMC Corporation’s Project Focus restructuring plan, announced in November 2023, delivered only $50 to $75 million in savings in 2024—far below the “more than $150 million” run-rate savings promised by the end of 2025 (Compl. ¶63, ¶67). The complaint further alleges that the company’s acquisition of the Rynaxypyr and Cyazypyr insecticides from DuPont in 2017 for $1.2 billion failed to deliver expected long-term returns, exacerbating the financial strain caused by Project Focus’s underperformance (Compl. ¶56). The complaint, brought by shareholder Mark Beard derivatively on behalf of FMC, asserts that executives disseminated materially false and misleading statements about the initiative’s progress during FMC’s November 2023 Investor Day presentation and subsequent earnings calls. The complaint alleges that these statements included projections of $125 million to $150 million in 2024 restructuring cost benefits and greater than $225 million in 2025 gross run-rate restructuring savings, which the company failed to achieve (Compl. ¶94). The complaint further alleges that Project Focus was undermined by manipulative sales tactics, delayed returns, high-risk sales, and pulled-forward sales, which inflated short-term revenue while masking the true state of the company’s financial health (Compl. ¶62). The complaint also alleges that FMC engaged in pricing arrangements that lowered near-term revenues and profits, a fact that was not disclosed to investors (Compl. ¶96).
The filing contends that the initiative fell short of its goals and contributed to a $90 million revenue miss in the fourth quarter of 2024, described in the filing as the culmination of the alleged scheme. The complaint alleges that FMC’s full-year 2024 consolidated GAAP earnings per diluted share were $2.72, representing a 74% decline, while adjusted earnings per diluted share were $3.48, an 8% decrease (Compl. ¶97). The company’s full-year 2024 revenue totaled $4.25 billion, with consolidated GAAP net income down 74% to $342 million and free cash flow of $614 million, representing an increase of $1.14 billion (Compl. ¶97). The complaint alleges that these financial results were materially misrepresented to investors, including projections of $1 billion to $1.15 billion in expected Q2 2024 sales and $170 million to $210 million in expected Q2 2024 EBITDA, which the company failed to achieve (Compl. ¶77). The complaint further alleges that the company’s expected Q2 2024 adjusted earnings per share ranged from $0.43 to $0.72, representing a 15% increase at the midpoint, but these projections were not met due to the underlying financial deterioration (Compl. ¶77).
Channel Inventory Misrepresentations Preceded 29% Revenue Drop
The filing contends that FMC’s distributors had stockpiled products during the COVID-19 pandemic, leading to a 29% year-over-year revenue decline in the third quarter of 2023, which the company attributed to channel destocking (Compl. ¶60). Despite this, the complaint alleges that executives repeatedly assured investors that inventory levels were stabilizing while failing to disclose the true extent of the company’s challenges. The complaint specifically alleges that Project Focus failed to lower inventory as promised, and that lagging cost reductions under the initiative further exacerbated the company’s financial struggles (Compl. ¶96). The complaint further alleges that FMC engaged in a $324 million inventory rebalancing effort, which the company claimed would normalize inventory levels by the second half of 2024, but these projections were materially misleading (Compl. ¶85). The complaint also alleges that the company’s risk disclosures were false and misleading, as they did not adequately warn investors about the manipulative sales tactics inflating short-term revenue and the true state of channel inventories (Compl. ¶96).
During the first-quarter 2024 earnings call, Sandifer confirmed that FMC was targeting a $200 million-plus inventory reduction for the year and stated that “essentially all of the positive free cash flow for the year is going to come in the second half,” projecting a 2024 free cash flow (Non-GAAP) range of $400 million to $600 million (Compl. ¶80, ¶82). The complaint alleges that these projections were materially misleading, as they did not account for the company’s failure to achieve meaningful inventory reductions or cost savings under Project Focus. The complaint further alleges that Sandifer’s statements regarding the company’s expected Q2 2024 sales of $1 billion to $1.15 billion and EBITDA of $170 million to $210 million were based on overly optimistic assumptions about the success of Project Focus and the stabilization of channel inventories (Compl. ¶77). During the May 2024 BMO Global Farm to Market Conference, Douglas claimed that “supply chains can’t empty forever and they have to replenish,” further misleading investors about the company’s inventory challenges (Compl. ¶83).
In February 2024, FMC issued a press release announcing its fourth-quarter 2023 financial results, which included an expected Q1 2024 revenue range of $925 million to $1.075 billion, representing a 26% decrease at the midpoint compared to Q1 2023 (Compl. ¶68). The complaint alleges that this projection, along with other financial guidance, was based on overly optimistic assumptions about the success of Project Focus and the stabilization of channel inventories. The complaint further alleges that the company’s failure to disclose the true state of its inventory levels and the inefficacy of Project Focus constituted materially false and misleading statements regarding FMC’s business, operations, and prospects (Compl. ¶63–79, ¶96). The complaint also alleges that the company’s false and misleading risk disclosures failed to warn investors about the potential impact of pricing arrangements that lowered near-term revenues and profits (Compl. ¶96).
The complaint also highlights a February 2024 Form 10-K, which described channel inventory behavior as a risk factor that could negatively impact volumes and results of operations (Compl. ¶71). The filing alleges that this disclosure was insufficient and failed to convey the severity of the company’s inventory challenges or the inefficacy of Project Focus in addressing them. The complaint further alleges that the company’s risk disclosures were false and misleading, as they did not adequately warn investors about the manipulative sales tactics inflating short-term revenue, pricing arrangements lowering near-term revenues and profits, and the true state of channel inventories (Compl. ¶96).
Executives Allegedly Concealed Business Deterioration
The complaint alleges that FMC’s executives failed to disclose the true state of the company’s business, including the inefficacy of Project Focus, worsening channel inventories, and manipulative sales tactics that inflated short-term revenue (Compl. ¶96). According to the filing, these omissions masked the underlying deterioration of FMC’s core business, including lagging cost reductions and pricing arrangements that lowered near-term revenues and profits (Compl. ¶96). The complaint further alleges that executives attributed revenue declines to channel destocking and market conditions rather than disclosing the full extent of the company’s challenges, including a 10% sales decline in Latin America, FMC’s most significant region (Compl. ¶97). The complaint also alleges that the company’s fourth-quarter 2024 sales growth of 7% was driven primarily by its growth portfolio, which accounted for 75% of the increase, while the company failed to disclose the underlying weaknesses in its core business (Compl. ¶97).
The filing cites a March 2024 Proxy Statement, in which FMC claimed its Code of Conduct required compliance with all applicable laws and ethical behavior. The Proxy Statement included a quote from the Code of Conduct: “[a]t FMC, we are committed to conducting our business with honesty and integrity and complying with all applicable laws” (Compl. ¶47). The complaint contends that this statement was materially misleading, as it omitted the company’s alleged failure to disclose material risks and financial challenges, including the $1.2 billion acquisition of Rynaxypyr and Cyazypyr from DuPont, which the complaint alleges failed to deliver expected returns (Compl. ¶56). The complaint also alleges that the Proxy Statement’s description of the Board’s role in overseeing risk management was false and misleading, given the alleged failures of the Audit Committee to ensure the integrity of FMC’s financial statements and public reporting (Compl. ¶74, ¶75). The complaint further alleges that the company’s failure to disclose the true state of its business, including the $3.48 in full-year 2024 adjusted earnings per diluted share and the $2.72 in full-year 2024 consolidated GAAP earnings per diluted share, constituted a violation of its duty to provide full, fair, and accurate disclosures (Compl. ¶97).
The filing further alleges that the failure to disclose these issues violated FMC’s internal controls, as outlined in its Code of Conduct, which states that “[n]o entry will be made on the company’s books and records that intentionally hides or disguises the true nature of any transaction” (Compl. ¶20). The complaint contends that the conduct constituted a “knowing and culpable violation of their obligations as directors and officers of FMC” (Compl. ¶44). The complaint alleges that the Individual Defendants breached their duties of loyalty and good faith by causing FMC to issue false and misleading statements, including projections of $125 million to $150 million in 2024 restructuring cost benefits and greater than $225 million in 2025 gross run-rate restructuring savings, which the company failed to achieve (Compl. ¶45, ¶94). The complaint also alleges that the company’s failure to disclose the $18.12 per share stock price drop on February 5, 2025, which wiped out over $2 billion in market capitalization, further demonstrates the materiality of the omitted information (Compl. ¶98).
Stock Repurchases at Allegedly Inflated Prices Wasted $5.2M in Corporate Assets
The complaint alleges that FMC’s executives breached their fiduciary duties by causing the company to repurchase $5.2 million of its own stock between November 2023 and February 2025. The filing contends that these repurchases, involving 108,056 shares, were made while executives were aware of adverse non-public information about FMC’s financial condition, including the inefficacy of Project Focus, the $324 million inventory rebalancing effort, and the true state of channel inventories (Compl. ¶103, ¶85). The complaint describes the repurchases as a waste of corporate assets, contending that they deprived FMC of capital that could have been used to address its deteriorating financial condition. The filing alleges that “the Individual Defendants caused the Company to repurchase its own shares at artificially inflated prices, causing substantial damage to the Company” (Compl. ¶101).
The complaint highlights the $2 billion market capitalization wipeout that occurred on February 5, 2025, when FMC’s stock price dropped 33.5% after the company missed its fourth-quarter 2024 revenue guidance by $90 million (Compl. ¶98). The filing alleges that the repurchases at inflated prices caused substantial damage to the company and constituted a breach of the Individual Defendants’ fiduciary duties of care, loyalty, and good faith. The complaint further alleges that the repurchases violated securities laws and wasted corporate assets, as the company expended $5.2 million on stock repurchases at prices that did not reflect its true financial condition (Compl. ¶103, ¶173). The complaint also alleges that the Individual Defendants’ compensation, including $14,968,954 for former CEO Mark A. Douglas, $10,783,649 for CEO Pierre R. Brondeau, $3,485,618 for CFO Andrew D. Sandifer, $275,031 for director K’Lynne Johnson, $270,031 for director C. Scott Greer, $260,031 for director Carol Anthony Davidson, $255,031 for director Kathy L. Fortmann, $245,031 for director Robert C. Pallash, $240,031 for director Margareth Øvrum, and $168,902 for director Raines in 2024, was unjustly enriched by the company’s artificially inflated stock price (Compl. ¶186). The complaint further alleges that Vincent R. Volpe, Jr., who served on the Board until April 2023, received total director compensation of $50,000 in 2023, which was also tied to the company’s misleading financial performance (Compl. ¶).
Fiduciary Duty Claims Target Loyalty, Good Faith, and Due Care
The complaint asserts multiple causes of action against the Individual Defendants for breach of fiduciary duty, including:
- Count I: Breach of fiduciary duty – loyalty (Individual Defendants against FMC/shareholders) (Compl. ¶38–45);
- Count II: Breach of fiduciary duty – good faith (Individual Defendants against FMC/shareholders) (Compl. ¶38–45);
- Count III: Breach of fiduciary duty – due care (Individual Defendants against FMC/shareholders) (Compl. ¶38–45);
- Count IV: Waste of corporate assets (Director Defendants against FMC) (Compl. ¶51, ¶119); and
- Count V: Unjust enrichment (Director Defendants against FMC) (Compl. ¶51, ¶119).
The complaint alleges that the Individual Defendants breached their duty of loyalty by causing FMC to issue materially false and misleading statements about its business, operations, and prospects, including the progress of Project Focus, the state of channel inventories, and the company’s financial projections, such as the $1 billion to $1.15 billion in expected Q2 2024 sales and $170 million to $210 million in expected Q2 2024 EBITDA (Compl. ¶45, ¶77). The filing contends that the Individual Defendants acted in concert to deceive investors, constituting a conspiracy to breach their fiduciary duties (Compl. ¶48-53). The complaint further alleges that the Individual Defendants breached their duty of good faith by knowingly or recklessly disregarding their obligations to ensure the accuracy of FMC’s public disclosures, including the company’s failure to disclose manipulative sales tactics inflating short-term revenue, pricing arrangements lowering near-term revenues and profits, and false and misleading risk disclosures (Compl. ¶44, ¶96).
The complaint also alleges that the Individual Defendants breached their duty of due care by failing to exercise prudent supervision over FMC’s financial affairs, policies, and controls (Compl. ¶42). The filing contends that the Individual Defendants had access to adverse non-public information about the company’s financial condition, including the $324 million inventory rebalancing effort and the inefficacy of Project Focus, but failed to act on it, instead disseminating materially false and misleading statements to the public (Compl. ¶41, ¶85). The complaint alleges that this conduct involved a “knowing and culpable violation of their obligations as directors and officers of FMC” (Compl. ¶44). The complaint further alleges that the Individual Defendants’ misconduct exposed FMC to a securities class action, which led to internal investigations, the implementation of adequate controls, and exposure to massive liability for the company (Compl. ¶12).
The complaint further alleges that the Director Defendants were unjustly enriched at the expense of FMC and its shareholders by receiving compensation tied to the company’s financial performance and stock price, which were allegedly inflated by the false and misleading statements. The filing contends that the Director Defendants’ compensation, including $14,968,954 for former CEO Mark A. Douglas, $10,783,649 for CEO Pierre R. Brondeau, and $3,485,618 for CFO Andrew D. Sandifer in 2024, was unjustly obtained due to their alleged breaches of fiduciary duty (Compl. ¶186). The complaint also alleges that the Director Defendants wasted corporate assets by approving the $5.2 million stock repurchase program at artificially inflated prices, which deprived the company of capital needed to address its financial challenges (Compl. ¶103, ¶173). The complaint further alleges that the Individual Defendants’ wrongful acts caused significant losses, damages, and reputational harm to FMC and its shareholders, including the $18.12 per share stock price drop on February 5, 2025 (Compl. ¶13, ¶98).
Demand Futility Alleged Against Nine Directors for Approving Misleading Statements
The complaint alleges that demand on FMC’s board of directors to pursue claims against the executives would be futile because a majority of the board faces a substantial likelihood of liability for their roles in approving the alleged misrepresentations. The filing contends that nine directors—including Brondeau, Cordeiro, Davidson, Fortmann, Johnson, Pallash, and Verduin—either caused, authorized, or consciously failed to prevent FMC from issuing materially false and misleading public statements (Compl. ¶133). The complaint alleges that “a majority of the Demand Board caused, authorized, or consciously failed to prevent FMC from issuing materially false and misleading public statements” (Compl. ¶133). The complaint further alleges that the Individual Defendants made materially false and misleading statements regarding FMC’s business, operations, and prospects, including the company’s financial projections, the progress of Project Focus, and the state of channel inventories (Compl. ¶63–79, ¶96).
The complaint alleges that the Audit Committee members—Cordeiro, Davidson, and Pallash—breached their duty of oversight by failing to ensure the integrity of FMC’s financial statements and public disclosures. The filing cites Cordeiro’s role as Chair of the Audit Committee and his signature on FMC’s 2023 Form 10-K as evidence of his alleged involvement, stating that “Defendant Cordeiro signed FMC’s 2023 Form 10-K, participated in soliciting the false and misleading 2024 Proxy Statement” (Compl. ¶122). The complaint alleges that Cordeiro, who received total director compensation of $280,031 in 2024, failed to ensure the accuracy of the company’s financial disclosures, including the $1.2 billion acquisition of Rynaxypyr and Cyazypyr from DuPont and the $324 million inventory rebalancing effort (Compl. ¶56, ¶85). Similarly, the complaint alleges that Davidson and Pallash, as members of the Audit Committee, failed to adequately review FMC’s financial reporting and disclosures, despite their responsibilities under the Audit Committee Charter to review financial statements, internal controls, auditor independence, and legal compliance (Compl. ¶46, ¶123). The complaint further alleges that Davidson, who served as Chair of the Nominating and Corporate Governance Committee and received total director compensation of $260,031 in 2024, and Pallash, who served on the Audit and Sustainability Committees and received total director compensation of $245,031 in 2024, breached their fiduciary duties by failing to ensure the integrity of the company’s financial disclosures (Compl. ¶31, ¶37).
The filing also alleges that the Compensation Committee members—Johnson, Fortmann, and Verduin—breached their fiduciary duties by approving executive compensation tied to FMC’s financial performance. The complaint contends that Johnson, as Chair of the Compensation and Human Capital Committee and a member of the Executive and Sustainability Committees, established performance objectives based on the company’s allegedly false and misleading statements, including projections of $1 billion to $1.15 billion in expected Q2 2024 sales and $170 million to $210 million in expected Q2 2024 EBITDA (Compl. ¶28, ¶77, ¶125). The complaint alleges that Johnson received total director compensation of $275,031 in 2024, which was unjustly enriched by the company’s misleading financial performance (Compl. ¶). The filing further alleges that Fortmann and Verduin authorized the compensation despite their oversight responsibilities, including Verduin’s role as a member of the Compensation Committee and her receipt of total director compensation of $247,999 in 2024 (Compl. ¶124, ¶126). The complaint alleges that Fortmann, who received total director compensation of $255,031 in 2024, and Verduin breached their fiduciary duties by approving compensation tied to the company’s misleading financial performance (Compl. ¶).
The complaint further alleges that demand on Brondeau, who became CEO in June 2024, would be futile because he conducted “little, if any, oversight of the Company’s issuance of false and misleading statements” (Compl. ¶121). The filing contends that Brondeau’s compensation of $10,783,649 in 2024, along with his roles as CEO and Chairman of the Board, created a conflict of interest that would impair his ability to impartially consider a demand. The complaint alleges that Brondeau breached his fiduciary duties by failing to oversee the company’s public disclosures and consciously disregarding his obligations as a director and officer, including the company’s failure to disclose the $324 million inventory rebalancing effort and the inefficacy of Project Focus (Compl. ¶121, ¶85). The complaint also alleges that Greer, who served as Lead Director during the relevant period and received total director compensation of $270,031 in 2024, breached his fiduciary duties by failing to ensure the integrity of the company’s financial disclosures (Compl. ¶).
The complaint also names three non-party directors—Barry, Merkt, and Raines—solely for the purpose of demand-futility analysis, alleging that demand on them would be futile due to their conflicts of interest and recent appointments to the Board (Compl. ¶34-36, ¶128-130). The filing contends that these directors, appointed between April 2025 and February 2026, face a substantial likelihood of liability for their roles in approving or failing to prevent the alleged misconduct, including the company’s materially false and misleading statements regarding its business, operations, and prospects (Compl. ¶63–79, ¶96). The complaint alleges that Raines, who received total director compensation of $168,902 in 2024, and the other non-party directors were aware of or participated in the company’s alleged misconduct, including the failure to disclose the $18.12 per share stock price drop on February 5, 2025 (Compl. ¶98).
Section 14(a) and Rule 14a-9 Claims Target 2024 Proxy Statement
The complaint alleges that FMC’s March 2024 Proxy Statement, filed on Schedule 14A, violated Section 14(a) of the Exchange Act and Rule 14a-9 by omitting material information about the company’s financial condition. The filing contends that the Proxy Statement was material to stockholders because it sought their votes on the election of directors, executive compensation, and stockholder proposals (Compl. ¶144). The complaint alleges that the Proxy Statement was materially misleading because it failed to disclose:
- The true state of channel inventories and the $90 million revenue miss in the fourth quarter of 2024;
- Project Focus’s failure to lower inventory and achieve cost reductions as promised, including the $324 million inventory rebalancing effort and the company’s failure to deliver $125 million to $150 million in 2024 restructuring cost benefits and greater than $225 million in 2025 gross run-rate restructuring savings (Compl. ¶94, ¶85);
- Manipulative sales tactics that inflated short-term revenue;
- Lagging cost reductions under Project Focus, including the $1.2 billion acquisition of Rynaxypyr and Cyazypyr from DuPont, which the complaint alleges failed to deliver expected returns (Compl. ¶56);
- False and misleading risk disclosures regarding the company’s financial condition, including the company’s failure to disclose pricing arrangements lowering near-term revenues and profits (Compl. ¶96); and
- The company’s full-year 2024 financial results, including $4.25 billion in revenue, $342 million in consolidated GAAP net income (down 74%), $903 million in adjusted EBITDA (down 8%), $2.72 in consolidated GAAP earnings per diluted share (down 74%), and $3.48 in adjusted earnings per diluted share (down 8%) (Compl. ¶97).
The complaint alleges that the Proxy Statement’s references to FMC’s Code of Conduct and the Board’s role in overseeing risk management were materially misleading because they omitted the company’s alleged failure to implement reasonable internal controls regarding excessive inventory amidst lowered demand (Compl. ¶147). The filing contends that the Proxy Statement’s description of the Board’s oversight responsibilities was false because the Audit Committee members failed to ensure the integrity of FMC’s financial statements and public reporting. The complaint alleges that “the Individual Defendants violated section 14(a) of the Exchange Act” by causing FMC to issue a materially misleading Proxy Statement (Compl. ¶145). The complaint further alleges that the Proxy Statement failed to disclose the company’s manipulative sales tactics inflating short-term revenue and the true state of channel inventories, which were material to stockholders’ voting decisions (Compl. ¶96).
The filing seeks to hold the executives liable for the alleged violations of Section 14(a) of the Exchange Act and to recover damages on behalf of FMC, including the costs of defending securities lawsuits, share price damage, and reputational harm (Compl. ¶175). The complaint alleges that the Individual Defendants’ misconduct exposed FMC to “potentially millions of dollars” in legal liability and costs, including civil penalties of up to three times the profit gained or loss avoided for insider trading violations (Compl. ¶179, ¶18). The complaint further alleges that the company’s materially false and misleading statements regarding its business, operations, and prospects, including the $1 billion to $1.15 billion in expected Q2 2024 sales and $170 million to $210 million in expected Q2 2024 EBITDA, constituted a violation of the Exchange Act (Compl. ¶77). The complaint also alleges that the company’s failure to disclose the $18.12 per share stock price drop on February 5, 2025, which wiped out over $2 billion in market capitalization, further demonstrates the materiality of the omitted information (Compl. ¶98).
Section 10(b) and Rule 10b-5 Claims Allege Scienter and Material Misstatements
The complaint alleges that the executives violated Section 10(b) of the Exchange Act and Rule 10b-5 by making materially false and misleading statements about FMC’s business, operations, and prospects with scienter—defined as actual knowledge or reckless disregard for the truth. The filing contends that the executives acted with scienter because they had access to adverse non-public information about FMC’s financial condition, including the inefficacy of Project Focus, the $324 million inventory rebalancing effort, and the $1.2 billion acquisition of Rynaxypyr and Cyazypyr from DuPont, yet continued to make optimistic public statements (Compl. ¶155, ¶56, ¶85). The complaint alleges that the Individual Defendants “violated and breached their fiduciary duties of care, loyalty, reasonably inquiry, oversight, good faith, and supervision” (Compl. ¶170). The complaint further alleges that the Individual Defendants’ misconduct exposed FMC to significant penalties, including forfeiture of gains, civil penalties of up to three times the profit gained or loss avoided, prison terms, and large fines, as stated in the complaint: “Penalties include forfeiture of gains, civil penalties of up to three times the profit gained or loss avoided, prison terms, and large fines” (Compl. ¶18).
The complaint cites several specific statements that it alleges were materially misleading, including:
- Douglas’s November 2023 Investor Day claim that Project Focus would deliver more than $150 million in run-rate savings by the end of 2025, while failing to disclose the company’s $1.2 billion acquisition of Rynaxypyr and Cyazypyr from DuPont, which the complaint alleges underperformed (Compl. ¶63, ¶56);
- Sandifer’s discussion of Project Focus’s goals to reduce cost, complexity, and improve efficiency, particularly in back-office operations, while failing to disclose the $324 million inventory rebalancing effort and the company’s failure to achieve $125 million to $150 million in 2024 restructuring cost benefits (Compl. ¶64, ¶85, ¶94);
- Sandifer’s statement that the focus in 2024 would be on returning working capital to normal levels by converting inventory to receivables, while failing to disclose the company’s manipulative sales tactics inflating short-term revenue, pricing arrangements lowering near-term revenues and profits, and false and misleading risk disclosures (Compl. ¶65, ¶96);
- Douglas’s claim that FMC had visibility into channel inventory levels through increased communication with distribution, retail, and growers, while failing to disclose the true state of channel inventories and the company’s $90 million revenue miss in the fourth quarter of 2024 (Compl. ¶66, ¶97);
- Douglas’s statement during the first-quarter 2024 earnings call that FMC was close to desired internal inventory levels and expected to be in good shape by Q2/Q3 2024, while failing to disclose the $324 million inventory rebalancing effort and the company’s failure to achieve $1 billion to $1.15 billion in expected Q2 2024 sales (Compl. ¶78, ¶77, ¶85); and
- Douglas’s assertion at the May 2024 BMO Global Farm to Market Conference that “supply chains can’t empty forever and they have to replenish,” while failing to disclose the company’s false and misleading risk disclosures and the inefficacy of Project Focus (Compl. ¶83, ¶96).
The complaint alleges that these statements were materially misleading because they omitted the true state of FMC’s business, including the failure of Project Focus to achieve its goals, the worsening state of channel inventories, and the use of manipulative sales tactics to inflate short-term revenue (Compl. ¶96). The filing contends that the conduct constituted a scheme to deceive investors, as the Individual Defendants allegedly acted in concert to disseminate false and misleading statements while failing to disclose material risks, including the company’s materially false and misleading statements regarding its business, operations, and prospects (Compl. ¶48-53, ¶63–79). The complaint seeks to hold the executives liable for the alleged violations of Section 10(b) of the Exchange Act and Rule 10b-5, as well as for contribution under Sections 10(b) and 21D of the Exchange Act (Compl. ¶156). The complaint further alleges that the Individual Defendants’ compensation, including $3,485,618 for CFO Andrew D. Sandifer and $280,031 for director Eduardo E. Cordeiro in 2024, was unjustly enriched by the company’s artificially inflated stock price, which was propped up by the materially false and misleading statements (Compl. ¶186).
The allegations in the complaint are unproven, and no defendant has yet responded.