8-K
DuPont de Nemours, Inc. (DD)
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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): May 31, 2022 (May 26, 2022)
DuPont de Nemours, Inc.
(Exact name of registrant as specified in its charter)
| Delaware | 001-38196 | 81-1224539 | ||
|---|---|---|---|---|
| (State or other jurisdiction of<br>incorporation) | (Commission file number) | (IRS Employer Identification No.) | ||
| 974 Centre Road, | Building 730 | Wilmington, | Delaware | 19805 |
| --- | --- | --- | --- | --- |
| (Address of Principal Executive Offices) | (Zip Code) |
(302) 774-3034
(Registrant’s Telephone Number, Including Area Code)
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 obligation 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))
| 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 May 26, 2022, DuPont de Nemours, Inc. (the “Company”) held its Annual Meeting of Stockholders. As of the close of business on March 31, 2022, the record date for the Annual Meeting, (the "Record Date"), 508,528,772 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 426,498,577 shares of common stock were voted in person or by proxy, representing 83.9 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 2022 Proxy Statement.
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 |
|---|---|---|---|---|
| Amy G. Brady | 363,352,097 | 1,995,480 | 595,634 | 60,555,366 |
| Edward D. Breen | 340,384,978 | 23,859,440 | 1,698,793 | 60,555,366 |
| Ruby R. Chandy | 362,837,539 | 2,482,687 | 622,985 | 60,555,366 |
| Terrence R. Curtin | 360,694,909 | 4,599,271 | 649,031 | 60,555,366 |
| Alexander M. Cutler | 356,848,105 | 8,458,954 | 636,152 | 60,555,366 |
| Eleuthère I. du Pont | 357,911,816 | 7,421,669 | 609,726 | 60,555,366 |
| Kristina M. Johnson | 363,422,629 | 1,919,575 | 601,007 | 60,555,366 |
| Luther C. Kissam | 360,742,878 | 4,570,548 | 629,785 | 60,555,366 |
| Frederick M. Lowery | 357,404,831 | 7,884,367 | 654,013 | 60,555,366 |
| Raymond J. Milchovich | 361,077,093 | 4,191,841 | 674,277 | 60,555,366 |
| Deanna M. Mulligan | 362,217,787 | 3,121,291 | 604,133 | 60,555,366 |
| Steven M. Sterin | 363,207,776 | 2,066,720 | 668,715 | 60,555,366 |
Agenda Item 2-Advisory Resolution to Approve Executive Compensation. The Company’s stockholders approved, by advisory vote, the compensation of its named executive officers.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 333,231,957 | 31,155,737 | 1,555,517 | 60,555,366 |
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 2022.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 424,815,603 | 1,058,959 | 624,015 | — |
Agenda Item 4-Stockholder Proposal-Independent Board Chair. The Company’s stockholders did not approve a stockholder proposal requesting a policy to be adopted to separate the offices of the Chairman of the Board and the Chief Executive Officers.
| For | Against | Abstain | Broker Non-Votes |
|---|---|---|---|
| 91,499,907 | 273,083,982 | 1,359,322 | 60,555,366 |
Item 7.01 Regulation FD Disclosure.
On May 26, 2022, the Company issued a press release announcing Dr. Johnson’s election to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in Item 7.01 of this report, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, (the "Exchange Act") or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit Number | Description |
|---|---|
| 99.1 | Press Release, dated May 26, 2022, regarding the appointment of Kristina Johnson to the Board. |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. |
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: | May 31, 2022 | By: | /s/ Michael G. Goss |
| Name: | Michael G. Goss | ||
| Title: | Vice President and Controller |
Document
Exhibit 99.1
NEWS RELEASE
DuPont Announces Election of Kristina M. Johnson to Board of Directors
WILMINGTON, Del., May 26, 2022 – DuPont (NYSE: DD) today announced that Kristina M. Johnson has been elected to its Board of Directors. Dr. Johnson was elected as a new director at the Company’s 2022 Annual Meeting of Shareholders earlier today.
“We’re excited to welcome Kristina Johnson to DuPont’s Board of Directors,” said, Ed Breen, DuPont Executive Chairman and Chief Executive Officer. “Kristina’s leadership experience across education, business and government, coupled with her passion for science and technology will be a tremendous benefit to DuPont and its shareholders as we continue our transformation as a premier multi-industrial company. Her diverse background will provide unique perspectives for our innovation, sustainability and talent strategies.”
Dr. Johnson currently serves as President of The Ohio State University. Previously she served as the chancellor of the State University of New York from 2017 to 2020. From January 2014 to September 2017, Dr. Johnson served as Chief Executive Officer of Cube Hydro Partners, LLC, a clean energy company, and a joint venture between Enduring Hydro, a company she founded in 2011 and I Squared Capital, a private equity firm. From May 2009 to October 2010, Dr. Johnson served as Under Secretary of Energy at the U.S. Department of Energy. Prior to this, Dr. Johnson was Provost and Senior Vice President for Academic Affairs at The Johns Hopkins University from 2007 to 2009, Dean of the Pratt School of Engineering at Duke University from 1999 to 2007, and Professor of Electrical and Computer Engineering at the University of Colorado at Boulder from 1985 to 1999.
Dr. Johnson was inducted into the National Inventors Hall of Fame in 2015 and is a member of the National Academy of Engineering and the National Academy of Inventors. In 2008, Dr. Johnson was awarded the John Fritz Medal, widely considered the highest award given in the engineering profession. She currently serves on the board of directors of Cisco Systems, Inc.
Dr. Johnson earned Bachelor of Science, Master of Science, and Ph.D. degrees in electrical engineering from Stanford University.
About DuPont
DuPont (NYSE: DD) is a global innovation leader with technology-based materials and solutions that help transform industries and everyday life. Our employees apply diverse science and expertise to help customers advance their best ideas and deliver essential innovations in key markets including electronics, transportation, construction, water, healthcare and worker safety. More information about the company, its businesses and solutions can be found at
DuPont de Nemours, Inc.
www.dupont.com. Investors can access information included on the Investor Relations section of the website at www.investors.dupont.com.
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DuPont™, the DuPont Oval Logo, and all trademarks and service marks denoted with ™, SM or ® are owned by affiliates of DuPont de Nemours, Inc. unless otherwise noted.
5/26/22
For further information contact:
Investors: Media:
Christopher Mecray Dan Turner
302-999-2030 302-299-7628
chris.mecray@dupont.com daniel.a.turner@dupont.com