Independent
Tenure on this board
6.7 yrs
11 nominees · 4 ballot items.
Election of 11 directors; advisory (non-binding) approval of executive compensation (say-on-pay); ratification of PricewaterhouseCoopers LLP as independent auditor for 2026; and approval of an amendment to the Certificate of Incorporation to implement a reverse stock split (1-for-2 up to 1-for-4) and proportionate reduction in authorized common shares.
Election of 11 director nominees named in the proxy statement to serve until the next annual meeting, each elected by majority of votes cast.
Non-binding, advisory vote requesting stockholder approval of the Company’s executive compensation as disclosed in the proxy statement.
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.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the 2026 fiscal year.
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.
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.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.5% | 26,593,894 | $1.2B |
| 2 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.7% | 19,304,309 | $884M |
| 3 | STATE STREET CORP | 4.6% | 18,703,524 | $857M |
| 4 | BlackRock, Inc. | 3.1% | 12,599,293 | $577M |
| 5 | GEODE CAPITAL MANAGEMENT, LLC | 2.4% | 9,808,848 | $447M |
| 6 | BlackRock, Inc. | 2.1% | 8,441,122 | $387M |
| 7 | VICTORY CAPITAL MANAGEMENT INC | 1.4% | 5,940,478 | $272M |
| 8 | Invesco Ltd. | 1.4% | 5,640,944 | $258M |
| 9 | Invesco Ltd. | 1.3% | 5,400,526 | $247M |
| 10 | CAISSE DE DEPOT ET PLACEMENT DU QUEBEC | 1.0% | 3,946,219 | $181M |
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