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DuPont de Nemours 8-K Report, Shareholder Vote Results (May 26, 2026)

Reports
Shareholder Matters·Regulation FD·Exhibits & Filings
Filing Date
Filed May 26, 2026
Period End
May 21, 2026
Security
DD
In the record · 2017–202610-K910-Q288-K127

DD filed 9 annual reports (10-K), 28 quarterly reports (10-Q) and 127 current reports (8-K) between 2017 and 2026.

  1. Leadership change8-K · Jun ’18Jun ’18
  2. Leadership change8-K · May ’20May ’20
  3. Material agreement8-K · Feb ’22Feb ’22
  4. Material agreement8-K · Sep ’25Sep ’25

01—Abstract

Summary

Summary of the 8-K filed May 26, 2026. Cited figures are marked; the original filing is the authoritative source.

DuPont de Nemours, Inc. reported the results of its 2026 Annual Meeting of Stockholders, held May 21, 2026.

Of 409,867,418 shares outstanding and entitled to vote as of the March 30, 2026 record date, 341,319,707 shares were voted, representing 83.27 percent. Stockholders elected all 10 director nominees, approved the advisory resolution on executive compensation with 266,312,481 votes for and 21,105,382 against, and ratified PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 with 338,791,200 votes for. Stockholders also approved an amendment to the certificate of incorporation to effect a reverse stock split at a ratio of not less than 1-for-2 or not more than 1-for-4, with a corresponding reduction in authorized common shares, by 335,519,752 votes for.

On May 26, 2026, the Board of Directors approved a 1-for-3 ratio for the reverse stock split. The company expects the split to become effective at 12:01 a.m. Eastern Time on June 24, 2026, and the Board retains discretion to delay or abandon it.

Authorized common shares would decline from 1,666,666,667 to 555,555,556. The filing states that, had the split been implemented as of May 22, 2026, outstanding shares would have fallen from approximately 405,058,202 to approximately 135,019,401, subject to fractional-share adjustments. The company states that the split will not affect any stockholder's proportionate ownership, except for cash payments in lieu of fractional shares.

The company reaffirmed its second quarter and full year 2026 guidance for net sales, operating EBITDA and adjusted EPS. Presented on a split-adjusted basis, with a weighted average diluted share count of approximately 137 million shares, adjusted EPS guidance is approximately $1.75a for the second quarter (prior guidance approximately $0.59) and $7.02 to $7.16 for full year 2026 (prior guidance $2.35 to $2.40). The common stock is expected to trade on a split-adjusted basis under the existing ticker DD with a new CUSIP of 26614N 201.

02—Key points

Key Highlights

  1. Stockholders elected all 10 director nominees and approved the advisory say-on-pay proposal, with 266,312,481 votes for and 21,105,382 against.
  2. PricewaterhouseCoopers LLP was ratified as the 2026 independent registered public accounting firm, with 338,791,200 votes for.
  3. Stockholders approved a reverse stock split range of 1-for-2 to 1-for-4, with 335,519,752 votes for; the Board approved a 1-for-3 ratio on May 26, 2026.
  4. The reverse split is expected to take effect at 12:01 a.m. ET on June 24, 2026, and the Board may still delay or abandon it.
  5. Authorized common shares would be reduced from 1,666,666,667 to 555,555,556, and outstanding shares would decline from approximately 405,058,202 to approximately 135,019,401 on a pro forma basis as of May 22, 2026.
  6. Second quarter and full year 2026 guidance for net sales, operating EBITDA and adjusted EPS was reaffirmed; split-adjusted full year adjusted EPS guidance is $7.02 to $7.16, versus prior guidance of $2.35 to $2.40.
  7. Fractional shares will be settled in cash by Computershare Trust Company, N.A., and the common stock will carry a new CUSIP of 26614N 201.

03—Questions

Frequently Asked Questions

  1. When will the reverse stock split take effect?

    The company expects the reverse stock split to become effective at 12:01 a.m. Eastern Time on June 24, 2026, with split-adjusted trading on the NYSE beginning the same day under the ticker DD. The Board retains discretion to delay or abandon the split.

  2. What happens to my shares and ownership stake?

    Every three issued and outstanding shares will be combined into one share. The company states the split will not affect any stockholder's proportionate ownership, except for adjustments from cash payments in lieu of fractional shares. Holdings in book-entry form or through a broker will be adjusted automatically, while holders of physical certificates will receive exchange instructions from the transfer agent.

  3. Did stockholders approve the reverse split?

    Yes. Stockholders approved an amendment authorizing a reverse split at a ratio between 1-for-2 and 1-for-4, with 335,519,752 votes for, 4,389,749 against and 1,410,206 abstaining. The Board subsequently selected 1-for-3.

  4. Has the company changed its 2026 financial guidance?

    No. The company reaffirmed its second quarter and full year 2026 guidance for net sales, operating EBITDA and adjusted EPS. The per-share figures are now presented on a split-adjusted basis, with full year adjusted EPS guidance of $7.02 to $7.16 compared with prior guidance of $2.35 to $2.40, and second quarter adjusted EPS of approximately $1.75 compared with prior guidance of approximately $0.59.

  5. How did shareholders vote on executive compensation and directors?

    Stockholders approved the advisory resolution on executive compensation with 266,312,481 votes for, 21,105,382 against and 1,307,668 abstaining. All 10 director nominees were elected. Among them, Edward D. Breen received 277,484,273 votes for and 10,738,629 against, and Alexander M. Cutler received 274,539,466 votes for and 13,320,002 against.

04—Continue

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