UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
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| o | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
E. I. du Pont de Nemours and Company
(Name of Registrant as Specified In Its Charter)
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Trian Partners, L.P.
Trian Partners Strategic Investment Fund, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund (ERISA), L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian SPV (SUB) VIII, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G II, L.P.
Nelson Peltz
Peter W. May
Edward P. Garden
John H. Myers
Arthur B. Winkleblack
Robert J. Zatta
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On May 4, 2015, Trian Fund Management, L.P. issued the following press release:
EGAN-JONES RECOMMENDS DUPONT STOCKHOLDERS
VOTE ON TRIAN’S
GOLD PROXY CARD FOR ALL FOUR TRIAN NOMINEES
Joins ISS and Glass Lewis in Recommending Stockholders Vote on Trian’s GOLD Proxy Card
NEW YORK, May 4, 2015 – Trian Fund Management, L.P., one of the largest stockholders of E. I. du Pont de Nemours and Company (NYSE: DD), which currently beneficially owns approximately 24.6 million DuPont shares valued at approximately $1.8 billion, today announced that a third leading independent proxy advisory firm, Egan-Jones Ratings Company (“Egan-Jones”), has recommended that DuPont stockholders vote the GOLD proxy card. Egan-Jones recommends that stockholders vote FOR ALL FOUR of Trian’s nominees – Nelson Peltz, John H. Myers, Arthur B. Winkleblack, and Robert J. Zatta – at DuPont’s Annual Meeting on May 13, 2015.
Last week, two other leading proxy advisory firms, Institutional Shareholders Services (“ISS”) and Glass, Lewis and Co. LLC (“Glass Lewis”) also recommended DuPont stockholders vote on Trian’s GOLD proxy card. ISS recommended stockholders vote FOR Nelson Peltz and John H. Myers, and Glass Lewis recommended stockholders vote FOR Nelson Peltz.
Nelson Peltz, Chief Executive Officer and a Founding Partner of Trian, said, “We are thrilled that the nation’s three leading independent proxy advisory firms, ISS, Glass Lewis, and Egan-Jones, all agree that Trian is needed in the DuPont boardroom to increase oversight, enhance accountability and improve performance. We are particularly pleased that Egan-Jones recommends voting for all four of Trian’s highly qualified nominees. If elected as a minority to the DuPont Board, our nominees will bring deep experience, an ownership mentality, fresh perspectives, and an openness to exploring ideas to create long-term value and make DuPont GREAT again for the benefit of all DuPont stockholders.”
In making its recommendation, Egan-Jones noted:*
| · | “…[W]e believe that voting FOR the dissident shareholders’ nominees is in the best interest of the Company and its shareholders. In arriving at this conclusion, we have considered the following; there is ample evidence of an unnecessary large administrative costs, the company as a whole as well as the Board of Directors seems to lack focus, our belief that current economic conditions along with firm size are protecting the Company from the market, and the measured disciplined approach proposed by the dissidents to correct these issues.” |
Trian believes it is time for a change at DuPont – and ISS, Glass Lewis, and Egan-Jones agree. Trian is asking for stockholders’ support to make DuPont GREAT again by voting the GOLD proxy card today to elect Nelson Peltz, John H. Myers, Arthur B. Winkleblack, and Robert J. Zatta. Trian greatly appreciates the support it has received to date, and urges all stockholders to vote FOR ALL FOUR of its highly qualified nominees on the GOLD proxy card today.
Every vote is important, no matter how many or how few shares a stockholder owns. If stockholders have questions about how to vote their shares on the GOLD proxy card, or need additional assistance, please contact the firm assisting Trian in the solicitation of proxies:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Call Collect: (212) 929-5500
Call Toll-Free: (800) 322-2885
Email: dupont@mackenziepartners.com
More information about Trian and our director nominees can be found on our website at:
www.DuPontCanBeGreat.com
*Trian has neither sought nor obtained consent from any third party to use previously published information in this press release. Egan-Jones quote is from its report issued May 4, 2015.
About Trian Fund Management, L.P.
Founded in 2005 by Nelson Peltz, Peter May and Ed Garden, Trian seeks to invest in high quality but undervalued and under-performing public companies and to work constructively with the management and boards of those companies to significantly enhance shareholder value for all shareholders through a combination of improved operational execution, strategic re-direction, more efficient capital allocation and increased focus.
Media Contact:
Anne A. Tarbell
Trian Fund Management, L.P.
(212) 451-3030
atarbell@trianpartners.com
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George Sard Sard Verbinnen & Co (212) 687-8080 gsard@SARDVERB.com
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Carissa Felger Sard Verbinnen & Co (212) 687-8080 cfelger@SARDVERB.com
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Amanda Klein Sard Verbinnen & Co (212) 687-8080 aklein@SARDVERB.com
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Investor Contact:
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Charlie Koons MacKenzie Partners, Inc. (212) 929-5708 |
Daniel Burch MacKenzie Partners, Inc. (212) 929-5748 |
The views expressed in this press release represent the opinions of Trian Fund Management, L.P. (“Trian”) and the investment funds it manages that hold shares of E.I. du Pont de Nemours and Company (collectively, Trian with such funds, “Trian Partners”), and are based on publicly available information with respect to E. I. du Pont de Nemours and Company (the “Company”). Trian Partners recognizes that there may be confidential information in the possession of the Company that could lead it to disagree with Trian Partners’ conclusions. Trian Partners reserves the right to change any of its opinions expressed herein at any time as it deems appropriate. Trian Partners disclaims any obligation to update the information or opinions contained in this press release.
Certain financial projections and statements made herein have been derived or obtained from filings made with the Securities and Exchange Commission (“SEC”) or other regulatory authorities and from other third party reports. Neither the Participants (as defined below) nor any of their affiliates shall be responsible or have any liability for any misinformation contained
contained in any third party SEC or other regulatory filing or third party report. There is no assurance or guarantee with respect to the prices at which any securities of the Company will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections and potential impact of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners believes to be reasonable as of the date of this press release, but there can be no assurance or guarantee that actual results or performance of the Company will not differ, and such differences may be material.
This press release is provided merely as information and is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. This press release does not recommend the purchase or sale of any security. Funds managed by Trian currently beneficially own, and/or have an economic interest in, shares of the Company. These funds are in the business of trading – buying and selling– securities. It is possible that there will be developments in the future that cause one or more of such funds from time to time to sell all or a portion of their holdings of the Company in open market transactions or otherwise (including via short sales), buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other derivative instruments relating to such shares.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,” “opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify forward-looking statements. The projected results and statements contained in this press release that are not historical facts are based on current expectations, speak only as of the date of this press release and involve risks, uncertainties and other factors that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult or impossible to predict accurately and many of which are beyond the control of Trian Partners. Although Trian Partners believes that the assumptions underlying the projected results or forward-looking statements are reasonable as of the date of this press release, any of the assumptions could be inaccurate and therefore, there can be no assurance that the projected results or forward-looking statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the projected results and forward-looking statements included in this press release, the inclusion of such information should not be regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such projected results and forward-looking statements will be achieved. Trian Partners will not undertake and specifically declines any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements in this press release to reflect events or circumstances after the date of such projected results or statements or to reflect the occurrence of anticipated or unanticipated events.
Additional Information
Trian and the investment funds that it manages that hold shares of E.I. du Pont de Nemours and Company (collectively, Trian with such funds, “Trian Partners”) together with other Participants (as defined below), filed a definitive proxy statement and an accompanying proxy card with the Securities and Exchange Commission (the “SEC”) on March 25, 2015 to be used to solicit proxies in connection with the 2015 Annual Meeting of Stockholders of E.I. du Pont de Nemours and Company (the “Company”), including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the “2015 Annual Meeting”). Information relating to the participants in such proxy solicitation (the “Participants”) has been included in that definitive proxy statement and in any other amendments to that definitive proxy statement. Stockholders are advised to read the definitive proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the 2015 Annual Meeting because they contain important information, including additional information relating to the Participants. Trian Partners’ definitive proxy statement and a form of proxy have been mailed to stockholders of the Company. These materials and other materials filed by Trian Partners in connection with the solicitation of proxies are available at no charge at the SEC’s website at www.sec.gov. The definitive proxy statement and other relevant documents filed by Trian Partners with the SEC are also available, without charge, by directing a request to Trian’s proxy solicitor, MacKenzie Partners, Inc. 105 Madison Avenue, New York, New York 10016 (call collect: 212-929-5500; call toll free: 800-322-2885) or email: proxy@mackenziepartners.com.
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