8-KLeadership ChangesShareholder Matters

EIDP, Inc. 8-K Report, Executive Changes (May 3, 2011)

Filed May 3, 2011For Securities:CTA-PBCTA-PA

Summary

E. I. du Pont de Nemours and Company (DuPont) filed an 8-K report on May 2, 2011, detailing the results of its Annual Meeting of Stockholders held on April 27, 2011. The most significant event for investors was the approval of the E. I. du Pont de Nemours and Company Equity and Incentive Plan, as amended and restated, effective March 2, 2011. This amendment increases the number of shares available for issuance and modifies certain award terms, including limitations on immediate vesting acceleration upon a change in control and an increase in the maximum term for stock options. The meeting also saw the election of all 10 nominated directors, the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm, and the approval of the amended Equity and Incentive Plan and executive compensation. Notably, stockholders voted in favor of an annual advisory vote on executive compensation, aligning with the Board's recommendation.

Key Highlights

  • 1Stockholders approved the amended E. I. du Pont de Nemours and Company Equity and Incentive Plan, increasing the share pool by 50 million and adjusting award terms.
  • 2The amended plan limits immediate vesting acceleration upon a change in control to specific scenarios where the company is not the survivor and awards are not assumed.
  • 3The maximum term for stock options under the incentive plan was extended from seven years to ten years.
  • 4All 10 incumbent directors were elected to the Board of Directors.
  • 5PricewaterhouseCoopers LLP was ratified as the company's independent registered public accounting firm.
  • 6Shareholders approved executive compensation via an advisory vote.
  • 7An annual advisory vote on executive compensation was favored by stockholders, consistent with the Board's recommendation.

Frequently Asked Questions

The approved amendment increased the number of shares available for issuance by 50 million, with 10 million designated for 'Full-Value Awards.' It also adjusted the counting rate for certain awards against the share limit, limited immediate vesting acceleration upon a change in control, and extended the maximum term for stock options to ten years.

Shareholders approved executive compensation through an advisory vote. Furthermore, a majority of stockholders voted in favor of holding an annual advisory vote on executive compensation, aligning with the Board's recommendation.

No, all eight proposals voted on at the Annual Meeting of Stockholders, including three management proposals and five stockholder proposals, were either approved by management or rejected by the shareholders. Notably, stockholder proposals regarding the power to call a special meeting, internal controls on genetically modified organisms, and a review of executive compensation packages did not pass.

A significant majority of shares entitled to be voted were represented at the meeting. A total of 759,706,972 shares of common stock were voted, representing 82.01 percent of the outstanding shares.