Dupont De Nemours Inc

1. 1

   Election of Directors

   ManagementBoard: FOR

   Election of 11 director nominees named in the proxy statement to serve until the next annual meeting, each elected by majority of votes cast.

2. 2

   Advisory Resolution to Approve Executive Compensation (Say on Pay

   ManagementBoard: FOR

   Non-binding, advisory vote requesting stockholder approval of the Company’s executive compensation as disclosed in the proxy statement.

   More detail

   This advisory (non-binding) proposal asks shareholders to approve the compensation disclosed for the Company’s Named Executive Officers in the proxy statement. Management seeks a favorable advisory vote to confirm investor support for the Company’s pay-for-performance framework, which emphasizes a mix of short-term and long-term incentive vehicles (including PSUs and RSUs), strong stock ownership guidelines, and governance features such as clawbacks and no single-trigger CIC payments. The Company states the People and Compensation Committee used a balanced portfolio of metrics (Adjusted EPS, Organic Revenue, Adjusted Operating EBITDA, Adjusted Free Cash Flow, and multi-year PSU metrics including Adjusted ROIC and Corporate Adjusted Net Income with a relative TSR modifier) to align pay with financial and strategic objectives, including managing a complex Electronics Separation in 2025. Management emphasizes that the 2025 program included one-time design choices (e.g., limiting PSUs to CEO and CFO in 2025) driven by transaction complexity and that the Committee considered stockholder feedback and peer benchmarking when setting pay. The Board recommends FOR because it believes the programs incentivize sustained performance, promote retention through significant at-risk compensation, and are consistent with market practice and stockholder alignment. The resolution is non-binding, and the Board commits to reviewing the vote outcome and investor feedback when setting future compensation. In evaluating the proposal, investors should weigh the Company’s recent transformational activity (separations and divestitures), the Committee’s use of discretion in adjusting awards amidst transactions, and the company’s governance protections (clawback policy, anti-hedging, strong ownership guidelines). While management presents the plan as closely aligned with stockholder interests, the advisory nature means continued engagement and transparency will be important to resolve any shareholder concerns about pay outcomes or specific adjustments tied to divestitures.

3. 3

   Ratification of the Appointment of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm for 2026

   ManagementBoard: FOR

   Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.

4. 4

   Adoption and Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split and a Reduction in the Number of Authorized Shares

   ManagementBoard: FOR

   Approve an amendment to the Certificate of Incorporation to effect a reverse stock split of outstanding common stock at a ratio between 1-for-2 and 1-for-4 (exact ratio to be set by the Board) and a corresponding reduction in authorized common shares.

   More detail

   This management proposal requests shareholder approval to amend the Certificate of Incorporation to permit the Board to implement a reverse stock split of DuPont common stock at a ratio in the range 1-for-2 to 1-for-4, with a corresponding reduction in authorized shares. Management argues the split is intended to raise the per‑share trading price to levels more typical of U.S. industrial peers following the Electronics Separation and to align per‑share metrics (EPS, dividends/share) with peer comparables; the Board also cites potential enhancements to marketability and the ability to attract certain institutional investors that avoid lower‑priced stocks. The Board will retain discretion whether and when to file and effect the amendment, and to choose the exact ratio within the approved range based on current trading prices, liquidity, outstanding share count, financing considerations and market conditions. The proposal includes procedural protections (no fractional shares issued; transfer agent to aggregate and sell fractional interests for cash) and contemplates equitable adjustments to outstanding equity awards and plan reserves to preserve economic equivalence. Management discloses risks: the reverse split may not proportionally increase trading price, could reduce liquidity or increase odd‑lot holders and transaction costs, and may be viewed negatively by some investors; the Board reserves the right to abandon or delay the split even if approved. The Board recommends FOR because it believes the potential benefits—improved alignment with peer trading profiles and potentially broader investor interest—outweigh these risks and because a reduced authorized share count maintains proportional corporate governance and capital structure; shareholders should weigh the tradeoffs, the Board’s retained discretion, and potential impacts on liquidity and trading behavior when deciding how to vote.

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When is the Dupont De Nemours Inc 2026 annual meeting?

Dupont De Nemours Inc (DD) holds its 2026 annual shareholder meeting on Thursday, May 21, 2026.

What is the record date for the Dupont De Nemours Inc 2026 meeting?

The record date for the Dupont De Nemours Inc 2026 meeting is Monday, March 30, 2026. Shareholders of record on or before that date are eligible to vote.

Who are the director nominees for Dupont De Nemours Inc's 2026 meeting?

The board is presenting 11 director nominees at the Dupont De Nemours Inc 2026 meeting, listed with their independence status and background.

What proposals will shareholders vote on at the Dupont De Nemours Inc 2026 meeting?

Shareholders will vote on 4 proposals at the Dupont De Nemours Inc 2026 meeting, each tagged with who proposed it and the board's recommendation.