Document
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)
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Delaware (State or other jurisdiction of incorporation) | 001-38196 (Commission file number) | 81-1224539 (IRS Employer Identification No.) |
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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:
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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.
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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.
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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.
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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.
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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.
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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.
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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.
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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
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Date: | June 25, 2019 | | By: | /s/ Michael G. Goss |
| | | Name: | Michael G. Goss |
| | | Title: | Vice President and Controller |
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