UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a)
of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant o Filed
by a Party other than the Registrant x
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Preliminary Proxy Statement |
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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Definitive Proxy Statement |
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Definitive Additional Materials |
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Soliciting Material under §240.14a-12 |
E. I. du Pont de Nemours and Company
(Name of Registrant as Specified In Its Charter)
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Trian Partners, L.P.
Trian Partners Strategic Investment Fund,
L.P.
Trian Partners Strategic Investment Fund
II, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund (ERISA), L.P.
Trian Partners Strategic Investment Fund-A,
L.P.
Trian Partners Strategic Investment Fund-D,
L.P.
Trian Partners Strategic Investment Fund-N,
L.P.
Trian SPV (SUB) VIII, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G II, L.P.
Nelson Peltz
Peter W. May
Edward P. Garden
John H. Myers
Arthur B. Winkleblack
Robert J. Zatta
(Name of Person(s) Filing
Proxy Statement, if other than the Registrant)
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On April 30, 2015, Trian Fund Management, L.P. issued the
following press release:
PROXY ADVISORY FIRM GLASS LEWIS JOINS
ISS IN RECOMMENDING DUPONT
STOCKHOLDERS VOTE ON TRIAN’S GOLD PROXY CARD FOR NELSON PELTZ
Both Leading Independent Proxy Advisory
Firms Now Recommend
Stockholders Vote
on Trian’s GOLD Proxy Card
Trian Urges Stockholders to Vote GOLD
for All FOUR of its Highly Qualified Nominees
NEW YORK, April 30, 2015 – Trian Fund Management,
L.P., one of the largest stockholders of E. I. du Pont de Nemours and Company (NYSE: DD), which currently beneficially owns approximately
24.6 million DuPont shares valued at approximately $1.8 billion, today announced that Glass, Lewis & Co., LLC (“Glass
Lewis”), one of the nation’s leading independent proxy advisory firms, has recommended that DuPont stockholders vote
the GOLD proxy card FOR Trian nominee Nelson Peltz at DuPont’s Annual Meeting on May 13, 2015.
Glass Lewis’ recommendation follows one issued earlier this week by the other leading proxy advisory firm, Institutional
Shareholder Services Inc. (“ISS”), to vote on the GOLD proxy card FOR Trian’s nominees
Nelson Peltz and John H. Myers.
Nelson Peltz, Chief Executive Officer and a Founding Partner
of Trian, said, “We are very pleased that the two leading proxy advisory firms, ISS and Glass Lewis, have recognized that
change is warranted at DuPont, and that Trian brings the ownership mentality necessary to address the Company’s underperformance
and drive meaningful change and value creation. We urge stockholders to vote the GOLD proxy card today to elect all
four of Trian’s nominees, whom we believe are needed in the DuPont boardroom to provide fresh perspectives and enact
change. If elected, Trian’s nominees pledge to work constructively with management and the Board to increase accountability
in the boardroom, improve effectiveness of the Board’s oversight role, and make DuPont GREAT again for the benefit
of all stockholders.”
In making its recommendation, Glass Lewis recognized the
“need for further change on the DuPont board,” and noted:*
| · | “Owing to Trian’s $1.8 billion at stake, Mr. Peltz is uniquely
qualified, perhaps more than any other director nominee this year, to promote an ownership mentality that comes from a large and
more direct financial interest in the Company. We also note that his addition may help restore any credibility lost in the eyes
of investors following the CEO’s recent stock sales.” |
| · | “In this case, we believe Trian has identified legitimate concerns
at DuPont, primarily related to operational execution and management accountability, which we believe substantiate the Dissident’s
central thesis that the Company is not performing to its full potential -- and that significant value may yet be created by further
addressing Trian’s ongoing criticisms. In particular, we believe shareholders should be concerned with management’s
inability in recent years to meet its own long-term growth targets or its initial earnings guidance in any of the last three years.” |
| · | “…[W]e believe Mr. Peltz would restore an overriding ownership
mentality to the DuPont board, leading to greater accountability in the boardroom and improved effectiveness of the board’s
oversight role. Further, giving Mr. Peltz a seat at the board table would help to ensure that DuPont continues to implement the
types of value-creating initiatives it has during the two years since Trian invested.” |
| · | “Overall then, having established a case of less-than-best financial
performance and identifying opportunities to further improve operational execution and board oversight, we see a need for further
change on the DuPont board. We believe Trian has presented a compelling argument that Mr. Peltz is capable of working constructively
with the incumbent nominees during DuPont’s ongoing transformation process in order to drive greater returns for shareholders.
Since Trian’s involvement at DuPont, shareholders have already benefited from a number of value-creating initiatives which
likely wouldn’t have occurred otherwise to the same extent or as quickly, in our opinion.” |
| · | “…[W]e believe shareholders should be concerned regarding
management’s multi-year pattern of overpromising and underdelivering when it comes to bottom-line profit, as well as the
continued inability of management to achieve its long-term EPS growth target. This gives credibility, in our view, to Trian’s
larger concern that DuPont continues to struggle with excess costs and operational inefficiencies, as well as slower growth and
lower margins than management has anticipated, ultimately resulting in lower EPS.” |
Trian urges DuPont stockholders to protect the value of their
investment and help make DuPont GREAT again by voting the GOLD proxy card today to elect all four of
Trian’s nominees: Nelson Peltz, John H. Myers, Arthur B. Winkleblack, and Robert J. Zatta.
Stockholders can learn more about Trian’s four highly
qualified nominees, their views on DuPont, and how they would help drive meaningful change, by visiting www.DuPontCanBeGreat.com
to view video excerpts of a presentation Trian recently hosted for DuPont stockholders and analysts. In these clips, Trian’s
nominees share their perspectives on DuPont’s track record of underperformance, why a Trian Principal is needed on the DuPont
Board, and how, if elected as a minority to the DuPont Board, Trian’s nominees will strive to make DuPont GREAT again.
Every vote is important, no matter how many or how few
shares a stockholder owns. If stockholders have questions about how to vote their shares on the GOLD proxy card,
or need additional assistance, please contact the firm assisting Trian in the solicitation of proxies:
MacKenzie Partners, Inc.
105 Madison Avenue
New York, NY 10016
Call Collect: (212) 929-5500
Call Toll-Free: (800) 322-2885
Email: dupont@mackenziepartners.com
More information about Trian and our director nominees can
be found on our website at:
www.DuPontCanBeGreat.com
*Trian has neither sought nor obtained consent from any third
party to use previously published information in this press release.
About Trian Fund Management, L.P.
Founded in 2005 by Nelson Peltz, Peter May and Ed Garden,
Trian seeks to invest in high quality but undervalued and under-performing public companies and to work constructively with the
management and boards of those companies to significantly enhance shareholder value for all shareholders through a combination
of improved operational execution, strategic re-direction, more efficient capital allocation and increased focus.
Media Contact:
Anne A. Tarbell
Trian Fund Management, L.P.
(212) 451-3030
atarbell@trianpartners.com
|
George Sard
Sard Verbinnen & Co
(212) 687-8080
gsard@SARDVERB.com
|
Carissa Felger
Sard Verbinnen & Co
(212) 687-8080
cfelger@SARDVERB.com
|
Amanda Klein
Sard Verbinnen & Co
(212) 687-8080
aklein@SARDVERB.com
|
Investor Contact:
|
Charlie Koons
MacKenzie Partners, Inc.
(212) 929-5708
ckoons@mackenziepartners.com |
Daniel Burch
MacKenzie Partners, Inc.
(212) 929-5748
dburch@mackenziepartners.com |
The views expressed in this press release represent the
opinions of Trian Fund Management, L.P. (“Trian”) and the investment funds it manages that hold shares of E.I.
du Pont de Nemours and Company (collectively, Trian with such funds, “Trian Partners”), and are based on publicly
available information with respect to E. I. du Pont de Nemours and Company (the “Company”). Trian Partners recognizes
that there may be confidential information in the possession of the Company that could lead it to disagree with Trian Partners’
conclusions. Trian Partners reserves the right to change any of its opinions expressed herein at any time as it deems appropriate.
Trian Partners disclaims any obligation to update the information or opinions contained in this press release.
Certain financial projections and statements made herein
have been derived or obtained from filings made with the Securities and Exchange Commission (“SEC”) or other
regulatory authorities and from other third party reports. Neither the Participants (as defined below) nor any of their affiliates
shall be responsible or have any liability for any misinformation contained in any third party SEC or other regulatory filing or
third party report. There is no assurance or guarantee with respect to the prices at which any securities of the Company
will trade, and such securities may not trade at prices that may be implied herein. The estimates, projections and potential impact
of the opportunities identified by Trian Partners herein are based on assumptions that Trian Partners believes to be reasonable
as of the date of this press release, but there can be no assurance or guarantee that actual results or performance of the Company
will not differ, and such differences may be material.
This press release is provided merely as information and
is not intended to be, nor should it be construed as, an offer to sell or a solicitation of an offer to buy any security. This
press release does not recommend the purchase or sale of any security. Funds managed by Trian currently beneficially own, and/or
have an economic interest in, shares of the Company. These funds are in the business of trading – buying and selling–
securities. It is possible that there will be developments in the future that cause one or more of such funds from time to time
to sell all or a portion of their holdings of the Company in open market transactions or otherwise (including via short sales),
buy additional shares (in open market or privately negotiated transactions or otherwise), or trade in options, puts, calls or other
derivative instruments relating to such shares.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements.
All statements contained in this press release that are not clearly historical in nature or that necessarily depend on future events
are forward-looking, and the words “anticipate,” “believe,” “expect,” “potential,”
“opportunity,” “estimate,” “plan,” and similar expressions are generally intended to identify
forward-looking statements. The projected results and statements contained in this press release that are not historical facts
are based on current expectations, speak only as of the date of this press release and involve risks, uncertainties and other factors
that may cause actual results, performance or achievements to be materially different from any future results, performance or achievements
expressed or implied by such projected results and statements. Assumptions relating to the foregoing involve judgments with respect
to, among other things, future economic, competitive and market conditions and future business decisions, all of which are difficult
or impossible to predict accurately and many of which are beyond the control of Trian Partners. Although Trian Partners believes
that the assumptions underlying the projected results or forward-looking statements are reasonable as of the date of this press
release, any of the assumptions could be inaccurate and therefore, there can be no assurance that the projected results or forward-looking
statements included in this press release will prove to be accurate. In light of the significant uncertainties inherent in the
projected results and forward-looking statements included in this press release, the inclusion of such information should not be
regarded as a representation as to future results or that the objectives and strategic initiatives expressed or implied by such
projected results and forward-looking statements will be achieved. Trian Partners will not undertake and specifically declines
any obligation to disclose the results of any revisions that may be made to any projected results or forward-looking statements
in this press release to reflect events or circumstances after the date of such projected results or statements or to reflect the
occurrence of anticipated or unanticipated events.
Additional Information
Trian and the investment funds that it manages that hold
shares of E.I. du Pont de Nemours and Company (collectively, Trian with such funds, “Trian Partners”) together with
other Participants (as defined below), filed a definitive proxy statement and an accompanying proxy card with the Securities and
Exchange Commission (the “SEC”) on March 25, 2015 to be used to solicit proxies in connection with the 2015 Annual
Meeting of Stockholders of E.I. du Pont de Nemours and Company (the “Company”), including any adjournments or postponements
thereof or any special meeting that may be called in lieu thereof (the “2015 Annual Meeting”). Information relating
to the participants in such proxy solicitation (the “Participants”) has been
included in that definitive proxy statement
and in any other amendments to that definitive proxy statement. Stockholders are advised to read the definitive proxy statement
and any other documents related to the solicitation of stockholders of the Company in connection with the 2015 Annual Meeting because
they contain important information, including additional information relating to the Participants. Trian Partners’ definitive
proxy statement and a form of proxy have been mailed to stockholders of the Company. These materials and other materials filed
by Trian Partners in connection with the solicitation of proxies are available at no charge at the SEC’s website at www.sec.gov.
The definitive proxy statement and other relevant documents filed by Trian Partners with the SEC are also available, without charge,
by directing a request to Trian’s proxy solicitor, MacKenzie Partners, Inc. 105 Madison Avenue, New York, New York 10016
(call collect: 212-929-5500; call toll free: 800-322-2885) or email: proxy@mackenziepartners.com.
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