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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 30, 2023 (May 24, 2023)

DuPont de Nemours, Inc.
(Exact name of registrant as specified in its charter)
            
Delaware
001-38196
81-1224539
(State or other jurisdiction of
incorporation)
(Commission file number)
(IRS Employer Identification No.)
974 Centre Road, Building 730 Wilmington, Delaware 19805
(Address of Principal Executive Offices)
(Zip Code)

(302) 295-5783
(Registrant’s Telephone Number, Including Area Code)

Not applicable
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Title of each class Trading Symbol(s) Name of each exchange on which registered
Common Stock, par value $0.01 per share DD New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨




Item 5.07    Submission of Matters to a Vote of Security Holders.
On May 24, 2023, DuPont de Nemours, Inc. (the “Company”) held its Annual Meeting of Stockholders. As of the close of business on March 29, 2023, the record date for the Annual Meeting, (the "Record Date"), 459,016,106 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 384,436,429 shares of common stock were voted in person or by proxy, representing 83.8% percent of the shares entitled to be voted. The following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Company’s 2023 Proxy Statement.

Agenda Item 1-Election of Directors. The Company’s stockholders elected the following 12 nominees to serve on the Board of Directors of the Company until the next annual meeting of stockholders or until their successors have been duly elected and qualified.

Director For Against Abstain Broker Non-Votes
Amy G. Brady 321,151,406 1,963,906 575,954 60,745,163
Edward D. Breen 311,662,161 10,265,533 1,763,572 60,745,163
Ruby R. Chandy 320,937,944 2,153,668 599,654 60,745,163
Terrence R. Curtin 318,104,872 4,927,908 658,486 60,745,163
Alexander M. Cutler 308,181,469 14,866,710 643,087 60,745,163
Eleuthère I. du Pont 318,094,029 4,982,773 614,464 60,745,163
Kristina M. Johnson 316,582,505 6,534,344 574,417 60,745,163
Luther C. Kissam 318,122,564 4,922,109 646,593 60,745,163
Frederick M. Lowery 311,395,804 11,653,611 641,851 60,745,163
Raymond J. Milchovich 315,149,915 7,896,934 644,417 60,745,163
Deanna M. Mulligan 313,096,556 10,006,253 588,457 60,745,163
Steven M. Sterin 320,996,635 2,042,731 651,900 60,745,163

Agenda Item 2-Advisory Resolution to Approve Executive Compensation. The Company’s stockholders approved, by advisory vote, the compensation of its named executive officers.

For Against Abstain Broker Non-Votes
257,897,021 64,461,914 1,332,331 60,745,163
 
Agenda Item 3-Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2023.
 
For Against Abstain Broker Non-Votes
382,593,734 1,172,689 670,006

Agenda Item 4-Stockholder Proposal-Independent Board Chair. The Company’s stockholders did not approve a stockholder proposal requesting a policy to be adopted to separate the offices of the Chairman of the Board and the Chief Executive Officer.

For Against Abstain Broker Non-Votes
81,504,716 240,761,867 1,424,683 60,745,163





Item 9.01    Financial Statements and Exhibits.
(d)    Exhibits.
Exhibit Number Description
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.




SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
DUPONT DE NEMOURS, INC.
Registrant
Date: May 30, 2023 By: /s/ Michael G. Goss
Name: Michael G. Goss
Title: Vice President and Controller