8-K 1 dupont6252019.htm 8-K Document
DuPont de Nemours, Inc.
8-K on 06/25/2019   Download
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SEC Filing


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):
June 25, 2019

DUPONT DE NEMOURS, INC.
(Exact name of registrant as specified in its charter)
            
Delaware
(State or other jurisdiction of
incorporation)
001-38196
(Commission file number)
81-1224539
(IRS Employer Identification No.)

974 Centre Road, Wilmington, DE 19805
(302) 774-1000

Not applicable
(Former name or former address, if changed since last report)

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

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol(s)
Name of each exchange on which registered
Common Stock, par value $0.01 per share
DD
New York Stock Exchange

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 5.07    Submission of Matters to a Vote of Security Holders.
On June 25, 2019, DuPont de Nemours, Inc. (the “Company”) held its Annual Meeting of Stockholders. As of the close of business on April 26, 2019, the record date for the Annual Meeting, (the "Record Date"), 2,246,370,461 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 1,966,533,306 shares of common stock were voted in person or by proxy, representing 87.54 percent of the shares entitled to be voted. The following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Company’s 2019 Proxy Statement. On June 1, 2019, the Company completed a 1-for-3 reverse stock split (the "Reverse Stock Split"), the final voting results below reflect pre-Reverse Stock Split shares since the Record Date preceded the Reverse Stock Split.
Agenda Item 1-Election of Directors. The Company’s stockholders elected the following 12 nominees to serve on the Board of Directors of the Company until the next annual meeting of stockholders or until their successors have been duly elected and qualified.

Director
 
For
 
Against
 
Abstain
 
Broker Non-Votes
Edward D. Breen
 
1,603,106,529
 
21,507,272
 
8,730,464
 
333,189,041
Ruby R. Chandy
 
1,612,423,930
 
12,154,227
 
8,766,108
 
333,189,041
Franklin K. Clyburn, Jr.
 
1,610,693,486
 
13,193,327
 
9,457,452
 
333,189,041
Terrence R. Curtin
 
1,610,972,823
 
12,941,888
 
9,429,554
 
333,189,041
Alexander M. Cutler
 
1,556,918,624
 
66,728,838
 
9,696,803
 
333,189,041
C. Marc Doyle
 
1,611,963,043
 
12,332,121
 
9,049,101
 
333,189,041
Eleuthère I. du Pont
 
1,610,451,592
 
14,141,161
 
8,751,512
 
333,189,041
Rajiv L. Gupta
 
1,608,066,058
 
16,126,332
 
9,151,875
 
333,189,041
Luther C. Kissam
 
1,609,714,155
 
14,111,154
 
9,518,956
 
333,189,041
Frederick M. Lowery
 
1,612,590,366
 
11,311,517
 
9,442,382
 
333,189,041
Raymond J. Milchovich
 
1,609,929,545
 
13,906,740
 
9,507,980
 
333,189,041
Steven M. Sterin
 
1,612,202,304
 
11,684,839
 
9,457,122
 
333,189,041
Agenda Item 2-Advisory Vote on Executive Compensation. The Company’s stockholders approved, by advisory vote, the compensation of its named executive officers.

For
 
Against
 
Abstain
 
Broker Non-Votes
1,516,982,899
 
104,407,571
 
11,953,795
 
333,189,041
 
Agenda Item 3-Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2019.
 
For
 
Against
 
Abstain
 
Broker Non-Votes
1,919,305,131
 
37,373,345
 
9,854,830
 
0
Agenda Item 4-Stockholder Proposal on Right to Act by Written Consent. The Company’s stockholders did not approve a stockholder proposal regarding the right of stockholders to act by written consent.

For
 
Against
 
Abstain
 
Broker Non-Votes
763,669,891
 
855,346,093
 
14,328,281
 
333,189,041
Agenda Item 5-Stockholder Proposal on Preparation of an Executive Compensation Report. The Company’s stockholders did not approve a stockholder proposal regarding a request for a report regarding executive compensation.






For
 
Against
 
Abstain
 
Broker Non-Votes
107,623,637
 
1,500,295,826
 
25,424,802
 
333,189,041

Agenda Item 6-Stockholder Proposal on Preparation of a Report on Climate Change Induced Flooding and Public Health. The Company’s stockholders did not approve a stockholder proposal regarding a request for a report on climate-induced flooding and public health.

For
 
Against
 
Abstain
 
Broker Non-Votes
111,903,594
 
1,487,688,889
 
33,751,782
 
333,189,041
Agenda Item 7-Stockholder Proposal on Preparation of a Report on Plastic Pollution. The Company’s stockholders did not approve a stockholder proposal regarding a request for an annual report on plastic pollution.

For
 
Against
 
Abstain
 
Broker Non-Votes
107,773,350
 
1,491,783,148
 
33,787,767
 
333,189,041








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.

DUPONT DE NEMOURS, INC.
Registrant
Date:
June 25, 2019
 
By:
/s/ Michael G. Goss
 
 
 
Name:
Michael G. Goss
 
 
 
Title:
Vice President and Controller