Current Report Filing (8-k)

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

[phone]

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. ¨

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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.

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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.

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

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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