DD DuPont de Nemours Inc

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.     )

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Soliciting Material under §240.14a-12

E. I. du Pont de Nemours and Company

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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MEETING INFO

…DuPont’s 2015 Annual Meeting on Wednesday, May 13, 2015, (8:30am EDT) at 974 Centre Road, Chestnut Run Plaza, Building 730, Wilmington, DE 19805.                       (Inside Letter, time from Proxy Notice)

PROXY / MAIL DATES

…first distributed beginning on or about March 23, 2015…                                                                  (Pg. 1)

RECORD DATE

…as of the close of business on March 17, 2015, the record date…                                   (Inside Letter 2)

OUTSTANDING COMMON STOCK

On the record date, 905,946,751 shares of DuPont Common Stock were entitled to vote…         (Pg. 3)

PROPOSALS

1.

Election of Directors (Board recommending a vote FOR)

Nominees: (01) Lamberto Andreotti; (02) Edward D. Breen; (03) Robert A. Brown; (04) Alexander M. Cutler; (05) Eleuthère I. du Pont; (06) James L. Gallogly; (07) Marillyn A. Hewson; (08) Lois D. Juliber; (09) Ellen J. Kullman; (10) Ulf M. Schneider; (11) Lee M. Thomas; (12) Patrick J. Ward                      (Proxy Card, Page 27)

2.

On Ratification of Independent Registered Public Accounting Firm     (Proxy Card, Page 34)

3.

To Approve, by Advisory Vote, Executive Compensation     (Proxy Card, Page 75)

Shareholder Proposals:   (Board recommending a vote AGAINST)

4.

On Lobbying     (Proxy Card, Page 76)

5.

On Grower Compliance     (Proxy Card, Page 79)

6.

On Plant Closures         (Proxy Card, Page 82)

7.

On Repealing Certain Amendments to the Bylaws Adopted by the Board without Stockholder Approval     (Proxy Card, Page 84)

BOARD RECOMMENDATION

The Board of Directors recommends that you vote FOR all the nominees listed in Proposal 1 and FOR Proposals 2 and 3.  The Board of Directors recommends that you vote AGAINST the following Proposals: 4, 5, 6, & 7.

(Proxy Card)

The Board of Directors does NOT endorse any Trian nominees and…urges you NOT to sign or return any proxy card sent to you by Trian. If you have previously submitted a Gold proxy card sent to you by Trian, you can revoke that proxy and vote…by using the enclosed WHITE proxy card.         (Inside Letter)

BACKGROUND OF THE SOLICITATION

For a background discussion including dates and contacts with Trian Partners, direct shareholders to the Proxy Statement, Pages 8-12

REASONS TO VOTE FOR DUPONT’S NOMINEES

·                  Under the current management team, DuPont has executed a transformative strategy. DuPont has outperformed — delivering total shareholder returns of 266%, outperforming the S&P 500 and the Company’s proxy peers — and returned approximately $14 billion in total capital, including quarterly dividends and share repurchases (3/23/15 Letter to Shareholders pages  3 and 4).

·                  The strength of DuPont’s business is evident in the underlying growth of its on-going core businesses — in that context, annual Adjusted Operating Earnings Per Share growth has been 19.3% from December 31, 2008 to December 31, 2014 and 16.0% from December 31, 2011  to December 31, 2014.  (3/23/15 Letter to Shareholders page 8).

·                  DuPont’s world-class Board is comprised of highly qualified and active independent directors who hold management accountable and are focused on building value (3/23/15 Letter to Shareholders page 5)

REASONS NOT TO VOTE FOR TRIAN’S NOMINEES

·                  Trian has nominated directors to advance its singular, value-destructive agenda to break up and add excessive debt to DuPont, which we believe would put shareholder value at risk. (3/23/15 Letter to Shareholders page 6)

·                  Our efforts to reach a constructive resolution that does not involve a Trian principal joining the Board were met with threats and ultimatums.  (3/23/15 Letter to Shareholders page 9)

·                  Trian has recent experience at only one company in the chemicals sector, Chemtura — 15 months after Ed Garden (Founding Partner and Chief Investment Officer of Trian) joined the Board, Chemtura filed for Chapter 11 bankruptcy     (02/27/15 Important Facts Presentation)

NAMES TO KNOW

Ellen J. Kullman: Chair of the Board & Chief Executive Officer of DuPont and one of our nominees (Inside Letter)

Alexander (“Sandy”) M. Cutler: Lead Director of DuPont and nominee (Proxy Statement, page 17)

* * *

Trian Partners: a dissident stockholder, an activist hedge fund   (Page 1, 02/17/15 Shareholder Letter)

Nelson Peltz: Chief Executive Officer and founding partner at Trian and one of their nominees (Proxy Statement, page 1)

CONTEST WITH TRIAN

On January 8, 2015, Trian delivered a notice to the Company nominating four individuals (with Mr. Garden as an alternative nominee), including Mr. Peltz, to stand for election to the Board of Directors of the Company at the Annual Meeting, and stating that Trian would solicit proxies in support of such election. The notice also included a proposal to repeal any provisions or amendments to the Company’s Bylaws adopted without stockholder approval after August 12, 2013 and prior to the Company’s 2015 Annual Meeting.    (Proxy Statement, page 10)

TRIAN’S OWNERSHIP

As of Trian’s preliminary proxy filing on February 12, 2015, Trian disclosed beneficial ownership of 24,563,084 shares of the Company’s outstanding common stock representing beneficial ownership of approximately 2.7% of the Company’s common stock.     (Proxy Statement, Page 8, 5th paragraph)

QUORUM

A quorum exists if the holders of at least a majority of the shares of DuPont Common Stock entitled to vote are present either in person or by proxy at the meeting. Abstentions and broker non-votes will be counted in determining whether a quorum exists.                                  (Proxy Statement, page 6)

VOTE REQUIRED

1.              The twelve nominees for director who receive the most votes of all votes cast for directors will be elected.

2-7. The votes cast “for” this proposal must exceed the votes cast “against”…                             (Proxy Statement, page 5)

ABSTENTIONS/BROKER NON-VOTES

1.              Abstentions and broker non-votes do not constitute a vote “for” or “against” a director.

2-7.   Abstentions and broker non-votes do not constitute a vote “for” or “against” the proposal and will be disregarded in the calculation of “votes cast.”                                           (Proxy Statement, page 5)

VOTING METHODS

By Telephone…By the Internet…By Mail…At the Annual Meeting…                                                 (Proxy Statement, page 3)

ATTENDING THE MEETING

Only our stockholders and invited guests may attend the Annual Meeting….please bring your most recent brokerage statement, along with picture identification, to the meeting.                           (Proxy Statement, page 3)

NOMINEE BIOGRAPHICAL

For biographies of DuPont’s nominees, direct shareholders to the Proxy Statement, Pages 28-32

MARKET INFO

…common stock is listed on the New York Stock Exchange, Inc. (symbol DD)                      (10-K (Annual Report), Page 15)

COMPANY INFO

DuPont was founded in 1802 and was incorporated in Delaware in 1915. Today, DuPont is creating higher growth and higher value by extending the company’s leadership in agriculture and nutrition, strengthening and growing capabilities in advanced materials and leveraging cross-company skills to develop a world-leading bio-based industrial business.                                       (10-K (Annual Report), Page 2)

BENEFICIAL OWNERSHIP

BlackRock: 57,240,194 shares (6.30%) — The Vanguard Group: 50,112,269 Shares (5.53%)                     (Proxy Statement, page 36)

STOCK PRICES

2014

High

Low

Dividends

Fourth Quarter

$

75.82

$

64.55

$

0.47

Third Quarter

$

72.92

$

63.70

$

0.47

Second Quarter

$

69.75

$

64.35

$

0.45

First Quarter

$

67.95

$

59.35

$

0.45

(10-K (Annual Report), Page 15)

DIVIDENDS

WEBSITE

For more information and up-to-date postings, please go to our special website, www.DuPontDelivers.com or www.dupont.com                                                                    (Inside Letter, page 2)

TRANSFER AGENT

Computershare Trust Company 888 983-8766                                          (Annual Report, inside back cover)

PROXY SOLICITOR

Innisfree M&A Incorporated: name & number is located on the Proxy Statement Inside Letter, Notice, Pages 2 & 4; and on Page 85 without phone #

2014

2011

2008

GAAP EPS from continuing operations

$

3.90

$

3.38

$

2.28

Add: Significant Items

$

0.01

$

0.25

$

0.42

Add: Non-Operating Pension & OPEB Costs / (Credits)

$

0.10

$

0.39

$

(0.28

)

Operating EPS (Non-GAAP)

$

4.01

$

4.02

$

2.42

Less: Performance Chemicals(a),(b)

$

0.82

$

1.79

$

0.59

Less: Pharma(c)

$

0.02

$

0.20

$

0.73

Adjusted Operating EPS (excluding Performance Chemicals, Pharma) (Non-GAAP)

$

3.17

$

2.03

$

1.10