01—Abstract
Summary
Summary of the 8-K filed June 7, 2024. Cited figures are marked; the original filing is the authoritative source.
DuPont de Nemours, Inc. commenced its Annual Meeting of Stockholders on May 23, 2024, adjourned it, and reconvened on June 5, 2024.
As of the March 28, 2024 record date, 418,074,174 shares of common stock were outstanding and entitled to vote. A total of 347,200,998 shares, representing 83.05 percent of the shares entitled to be voted, were cast in person or by proxy. Stockholders elected all 12 director nominees and approved, on an advisory basis, the compensation of the named executive officers, with 237,752,407 votes for and 50,062,441 against.
Stockholders also ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2024, with 345,553,114 votes for. The Board determined to continue holding an annual advisory vote on executive compensation, consistent with the one-year frequency that received 282,149,037 votes. James A.
Lico was elected to the Board and appointed to the People and Compensation Committee and the Environment, Health, Safety & Sustainability Committee effective on the date of his election. Stockholders did not approve a stockholder proposal to amend the Company's Incentive Compensation Clawback Policy, which received 21,846,529 votes for and 264,318,802 against. The filing also includes the cover page of the Form 8-K in Inline XBRL as Exhibit 104.
02—Key points
Key Highlights
- Annual Meeting held May 23, 2024 and reconvened June 5, 2024; 347,200,998 shares (83.05 percent of the 418,074,174 shares entitled to vote) were voted.
- All 12 director nominees were elected, including James A. Lico, who joined the People and Compensation and Environment, Health, Safety & Sustainability Committees.
- Say-on-pay advisory resolution approved, with 237,752,407 votes for and 50,062,441 against, plus 1,245,796 abstentions.
- Stockholders favored an annual advisory vote on executive compensation (282,149,037 votes for one year), and the Board will continue annual votes.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for 2024 with 345,553,114 votes for.
- A stockholder proposal to amend the Incentive Compensation Clawback Policy for unearned pay was not approved (21,846,529 for, 264,318,802 against).
- Exhibit 104 provides the cover page of the Form 8-K formatted in Inline XBRL.
03—Questions
Frequently Asked Questions
How many shares were eligible to vote and how many participated at the Annual Meeting?
As of the March 28, 2024 record date, 418,074,174 shares of common stock were outstanding and entitled to vote. A total of 347,200,998 shares were voted in person or by proxy, representing 83.05 percent of the shares entitled to be voted.
Who was elected to the Board of Directors?
Stockholders elected 12 nominees to serve until the next annual meeting or until their successors are duly elected and qualified: Amy G. Brady, Edward D. Breen, Ruby R. Chandy, Terrence R. Curtin, Alexander M. Cutler, Eleuthère I. du Pont, Kristina M. Johnson, Luther C. Kissam, James A. Lico, Frederick M. Lowery, Deanna M. Mulligan, and Steven M. Sterin. Frederick M. Lowery received the most votes against, at 19,994,264.
How did stockholders vote on executive compensation and how often will the say-on-pay vote occur?
Stockholders approved the advisory resolution on executive compensation, with 237,752,407 votes for and 50,062,441 against. On the frequency vote, 282,149,037 votes were cast for one year, 646,292 for two years, and 4,898,348 for three years. Consistent with its recommendation, the Board will continue holding the advisory vote annually until the next frequency vote.
Was the stockholder proposal on clawback policy approved?
No. The stockholder proposal requesting amendments to the Company's Incentive Compensation Clawback Policy for unearned pay for each named executive officer was not approved, with 21,846,529 votes for, 264,318,802 against, and 2,895,313 abstentions.
04—Continue