DD 6.2.15 Form 8-KA
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
June 2, 2015 (May 13, 2015)
Date of Report (Date of Earliest Event Reported)
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
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Delaware | | 1-815 | | 51-0014090 |
(State or Other Jurisdiction | | (Commission | | (I.R.S. Employer |
Of Incorporation) | | File Number) | | Identification No.) |
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant’s telephone number, including area code: (302) 774-1000
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:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Explanatory Note
This Current Report on Form 8-K/A is being filed by E. I. du Pont de Nemours and Company (the “Company”) as an amendment (the “Amendment”) to the Current Report on Form 8-K that the Company filed with the Securities and Exchange Commission on May 19, 2015 (the “Original Report”) to announce the preliminary results of the Company's Annual Meeting of Stockholders held on May 13, 2015 (the “Annual Meeting”). This Amendment is being filed to disclose the preliminary voting results received from IVS Associates, Inc. ("IVS"), the independent inspector of elections for the Annual Meeting.
Item 5.07 Submission of Matters to a Vote of Security Holders
On May 27, 2015, IVS delivered its preliminary vote tabulation as to the voting results for each of the matters set forth below that were submitted to a vote at the Annual Meeting. These results are preliminary only and are subject to change based on the certification of the voting results by IVS. The Company will file an amendment to this Current Report on Form 8-K/A to disclose the final voting results after receiving IVS’s final certified report.
As of the close of business on March 17, 2015, the record date for the Annual Meeting, 905,946,751 shares of Common Stock, were outstanding and entitled to vote. Based on the preliminary results from IVS, at least 698,463,974 shares of Common Stock were voted in person or by proxy at the Annual Meeting, representing more than 77.09 percent of the shares entitled to be voted.
Proposal 1 - Election of Directors. Based on the preliminary results from IVS, the Company’s stockholders elected the following nominees, constituting the Company’s full slate of nominees, to serve on the Board of Directors until the next annual meeting of stockholders and until their successors have been duly elected or appointed: Lamberto Andreotti, Edward D. Breen, Robert A. Brown, Alexander M. Cutler, Eleuthère I. du Pont, James L. Gallogly, Marillyn A. Hewson, Lois D. Juliber, Ellen J. Kullman, Ulf M. (Mark) Schneider, Lee M. Thomas and Patrick J. Ward. The preliminary tabulation from IVS of voting results for the election of directors and other proposals is set forth below.
Board of Directors’ Nominees
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Director | For | Withhold |
L. Andreotti | 663,373,842 | 9,398,025 |
E. D. Breen | 687,275,555 | 10,059,096 |
R. A. Brown | 392,207,568 | 4,354,040 |
A. M. Cutler | 377,948,582 | 4,038,707 |
E. I. du Pont | 687,815,567 | 9,519,084 |
J. L. Gallogly | 688,861,618 | 8,473,033 |
M. A. Hewson | 663,515,024 | 9,256,843 |
L. D. Juliber | 373,966,853 | 4,305,420 |
E. J. Kullman | 680,933,713 | 16,400,938 |
U. M. Schneider | 662,735,425 | 10,036,442 |
L. M. Thomas | 392,876,041 | 3,685,567 |
P. J. Ward | 662,867,835 | 9,904,032 |
Trian’s Nominees
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Director | For | Withhold |
J. H. Myers | 273,229,364 | 52,106,463 |
N. Peltz | 320,212,280 | 5,123,547 |
A. B. Winkleblack | 160,839,815 | 154,507,547 |
R. J. Zatta | 185,840,928 | 133,221,450 |
Proposal 2 - Ratification of Independent Registered Public Accounting Firm. Based on the preliminary results from IVS, the Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015.
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For | Against | Abstain |
654,931,078 | 11,067,076 | 32,465,820 |
Proposal 3 - Advisory Vote on Executive Compensation. Based on the preliminary results from IVS, the Company’s stockholders approved, by advisory vote, the compensation of its named executive officers.
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| | |
For | Against | Abstain |
635,138,928 | 24,220,110 | 38,092,561 |
Proposal 4 - Stockholder Proposal on Lobbying. Based on the preliminary results from IVS, the Company’s stockholders did not approve the stockholder proposal regarding the preparation of a report regarding the Company’s lobbying efforts.
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For | Against | Abstain |
128,362,176 | 502,136,305 | 66,953,222 |
Proposal 5 - Stockholder Proposal on Grower Compliance. Based on the preliminary results from IVS, the Company’s stockholders did not approve a stockholder proposal regarding a report on how the Company is monitoring herbicide utilization and grower compliance best practices related to technology use agreements with its seed products.
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For | Against | Abstain |
33,928,282 | 595,108,023 | 68,415,915 |
Proposal 6 - Stockholder Proposal on Plant Closure. Based on the preliminary results from IVS, the Company’s stockholders did not approve a stockholder proposal regarding the creation of a committee with members from employees, union leadership, management and consultants to report on, among other things, the impact of layoffs and plant closures.
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For | Against | Abstain |
21,445,683 | 631,529,375 | 44,508,116 |
Proposal 7 - Stockholder Proposal to Repeal Certain Bylaws Adopted without Stockholder Approval. Based on the preliminary results from IVS, the Company’s stockholders did not approve a stockholder proposal regarding the repeal of any provision of the Company’s bylaws adopted without stockholder approval after August 12, 2013 but prior to the Company’s 2015 Annual Meeting.
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| | |
For | Against | Abstain |
338,847,693 | 348,138,539 | 10,465,480 |
SIGNATURE
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.
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| E. I. DU PONT DE NEMOURS AND COMPANY |
| (Registrant) |
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| /s/ Barry J. Niziolek |
| Barry J. Niziolek |
| Vice President and Controller |
June 2, 2015