Item 5.07
Submission of Matters to a Vote of Security Holders.
On July 20, 2016, E. I. du Pont de Nemours and Company (the Company) held a Special Meeting of Stockholders (Special Meeting). As of the close of business on June 2, 2016, the record date for the Special Meeting, 873,965,909 shares of the Companys common stock, par value $.30 per share, were outstanding and entitled to vote. A total of 681,079,875 shares of common stock were voted in person or by proxy, representing 77.93% percent of the shares entitled to be voted, which constituted a quorum to conduct business at the Special Meeting. The following are the final voting results on proposals considered and voted upon at the Special Meeting, all of which are described in the Companys Proxy Statement filed with the Securities and Exchange Commission on June 10, 2016.
Each of the proposals was approved by the requisite vote of the Companys stockholders.
Proposal 1
To adopt the Agreement and Plan of Merger, dated as of December 11, 2015 (as it may be amended from time to time, the merger agreement), by and among Diamond-Orion HoldCo, Inc. (n/k/a DowDuPont Inc.), the Company, Diamond Merger Sub, Inc., Orion Merger Sub, Inc. and The Dow Chemical Company (Dow)
. The Companys stockholders approved the merger agreement.
For
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|
Against
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Abstain
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669,464,080
|
|
8,521,129
|
|
3,094,666
|
|
Proposal 2
To adjourn the Special Meeting, if necessary or appropriate, to solicit additional proxies if there are not sufficient votes to adopt the merger agreement
. The Companys stockholders approved an adjournment of the Special Meeting, if necessary, but an adjournment was not necessary in light of adoption of the merger agreement.
For
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Against
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Abstain
|
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619,063,953
|
|
58,524,944
|
|
3,490,978
|
|
Proposal 3 Approval, by a non-binding advisory vote, of compensation, that may become payable to the Companys named executive officers in connection with the consummation of the mergers.
The Companys stockholders approved, by a non-binding advisory vote, the compensation that may become payable to the Companys named executive officers in connection with the consummation of the mergers.
For
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|
Against
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Abstain
|
|
439,375,059
|
|
230,253,557
|
|
11,451,259
|
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