DuPont de Nemours Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Major Chemicals
Industrials
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 7, 2024 (June 5, 2024 )
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Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 23, 2024, DuPont de Nemours, Inc. (the “Company”) commenced and adjourned, and on June 5, 2024, reconvened, its Annual Meeting of Stockholders. As of the close of business on March 28, 2024, the record date for the Annual Meeting, (the "Record Date"), 418,074,174 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 347,200,998 shares of common stock were voted in person or by proxy, representing 83.05 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 2024 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 | 285,164,382 | 3,291,370 | 604,892 | 58,140,354 | ||||||||||||||||||||||
| Edward D. Breen | 278,356,997 | 10,090,909 | 612,738 | 58,140,354 | ||||||||||||||||||||||
| Ruby R. Chandy | 285,044,895 | 3,426,067 | 589,682 | 58,140,354 | ||||||||||||||||||||||
| Terrence R. Curtin | 283,493,920 | 4,918,577 | 648,147 | 58,140,354 | ||||||||||||||||||||||
| Alexander M. Cutler | 280,064,368 | 8,396,416 | 599,860 | 58,140,354 | ||||||||||||||||||||||
| Eleuthère I. du Pont | 283,449,034 | 4,996,296 | 615,314 | 58,140,354 | ||||||||||||||||||||||
| Kristina M. Johnson | 282,088,830 | 6,408,990 | 562,824 | 58,140,354 | ||||||||||||||||||||||
| Luther C. Kissam | 283,496,412 | 4,940,185 | 624,047 | 58,140,354 | ||||||||||||||||||||||
| James A. Lico | 286,322,722 | 2,022,469 | 715,453 | 58,140,354 | ||||||||||||||||||||||
| Frederick M. Lowery | 268,436,625 | 19,994,264 | 629,755 | 58,140,354 | ||||||||||||||||||||||
| Deanna M. Mulligan | 280,767,097 | 7,664,595 | 628,952 | 58,140,354 | ||||||||||||||||||||||
| Steven M. Sterin | 285,044,212 | 3,363,538 | 652,894 | 58,140,354 | ||||||||||||||||||||||
James A. Lico has been appointed to the People and Compensation and the Environment, Health, Safety & Sustainability Committees of the Board of Directors of the Company (the “Board”) effective as of the date of his election to the Board.
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 | |||||||||||||||||
| 237,752,407 | 50,062,441 | 1,245,796 | 58,140,354 | |||||||||||||||||
Agenda Item 3-Advisory Resolution on the Frequency of Future Advisory Votes to Approve Executive Compensation.
Votes regarding this advisory proposal were as follows:
| Votes Cast For One Year: | 282,149,037 | ||||
| Votes Cast For Two Years: | 646,292 | ||||
| Votes Cast For Three Years: | 4,898,348 | ||||
| Abstentions: | 1,366,967 | ||||
| Broker Non-Votes: | 58,140,354 | ||||
After considering these results, and consistent with its own recommendation, the Board has determined to continue to provide the Company’s stockholders with an annual advisory vote to approve executive compensation until the next vote on the frequency of such advisory votes.
Agenda Item 4-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 2024.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 345,553,114 | 986,342 | 661,542 | — | |||||||||||||||||
Agenda Item 5-Stockholder Proposal – Amend Clawback Policy for Unearned Pay for Each NEO. The Company’s stockholders did not approve a stockholder proposal requesting amendments to the Company’s Incentive Compensation Clawback Policy.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 21,846,529 | 264,318,802 | 2,895,313 | 58,140,354 | |||||||||||||||||
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| 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: | June 7, 2024 | By: | /s/ Michael G. Goss | |||||||||||
| Name: | Michael G. Goss | |||||||||||||
| Title: | Vice President and Controller | |||||||||||||