AGM 2020

May 27, 2020

Good morning and thank you for joining us today. I am Ed Breen, Executive Chairman and Chief Executive Officer of the Board of Directors of DuPont. I will chair and conduct the meeting and now call this annual meeting of stockholders to order. Please be advised that the polls are now open for voting. Joining me this morning is Peter Hennessy, Associate General Counsel and Corporate Secretary for DuPont, who will lead the procedural portion of the meeting. I would also like to welcome our Board members, certain members of our management team and a representative from PricewaterhouseCoopers, who are also joining us this morning. Before Peter takes us through today's agenda, let me recap our priorities for managing the current environment to ensure DuPont remains strong and delivers shareholder value. In these historic times, the importance of science and innovation is clear and as health care workers and others on the front lines battle COVID-nineteen, it is imperative that industry step up to the pressing needs created by the pandemic. We are taking our designation as an essential business very seriously and are committed to doing all we can to support our employees, our customers, our partners, our shareholders and the communities in which we operate. While our efforts to increase the supply and availability of Tyvek Garments may be the most visible example of how we are helping, all of our businesses are partnering with customers to innovate and deliver solutions to the challenges at hand. Doing our part starts first with ensuring the safety and well-being of our employees. The vast majority of our plant sites have been deemed essential in their local jurisdictions and have continued to operate. We have a robust playbook that we've successfully implemented to protect our essential manufacturing workers who are keeping our plants running. For employees who have been working from home, we have a disciplined phased approach for returning them to the workplace tailored to the local needs at each site. I want to acknowledge the tremendous efforts across our organization in overcoming the challenges created by the pandemic. The determination of our employees from across the globe to maintain business continuity has enabled us to continue to be a reliable supplier for our customers. The speed at which our teams have responded and adapted to changes in customer demand, both increases and decreases, demonstrate the value of the business led customer centric operating model we've put in place. These are unprecedented times and I am personally engaged along with the senior leadership team in the day to day work to respond quickly to the challenging environment. We are focused on improving cash generation through working capital improvement and deferral of certain capital spending, strengthen our liquidity position and optimizing the cost structure of the company. As we manage these near term priorities, we continue to keep an eye toward growth and additional value creation opportunities. I am happy to say that we are making great progress on our plan to combine Nutrition and Biosciences with IFF and remain on track to close the transaction in the Q1 of 2021. I remain very excited about the value that bringing these two businesses together will create for shareholders, customers and employees. Innovation remains one of our key levers for value creation and there are areas of long term growth in all of our core segments. Trends that are driving technologies for connectivity, healthcare and safety are likely to be even stronger as the world shifts to a new normal. Maintaining our investments in sales and R and D together with a strong emphasis on ROIC will help to ensure we are well positioned for growth once markets recover. Today, the contribution that DuPont can make to the world is more evident than ever and I am proud of 35,000 employees around the world that work to deliver value to our customers, communities and shareholders. Now let me turn it over to Peter to take us through today's business items. Thanks, Ed. The procedures we follow are simple and designed to ensure that we have a fair and orderly meeting. As we move through our agenda, we will present the items for business today. Following the presentation of 4 management proposals and 2 stockholder proposals, we will have a question and answer period. The questions will be strictly limited to the business at hand. Please see the rules and procedures of conduct for additional information. If you wish to ask a question relating to one of the proposals, please type your question into the question field on our meeting portal. The questions will be reviewed. I will read relevant questions for the audience, and then they will be answered by the appropriate company representative. Discussion on any matter will be limited if repetitive. Due to time constraints, we do not guarantee that we will respond to every question. Questions or comments unrelated to the agenda items or of individual concerns rather than of concern to stockholders generally will not be permitted during the meeting. Recording of the meeting is also not permitted. Consistent with the company's values, we expect our stockholders to be respectful of others participating in the meeting. Notice of the annual meeting was distributed to all of our common stockholders on record as of April 6, 2020. Proof of notice will be incorporated into the minutes of this meeting. The Board appointed James Services LLC to act as the Inspector of Election for the meeting. We are informed by our Inspector that a quorum is present for the purposes of conducting the business of the meeting. The polls are open for all matters on the agenda. Any stockholder who has previously voted a proxy through the Internet, by mail or by telephone does not need to submit anything further at this meeting. Your vote has already been tabulated. However, if you have not yet voted or wish to change or revoke your vote, please use your 16 digit control number and submit your vote through the website at this time. We'll now review the matters to be voted on. Under the company's bylaws, the only matters properly before our stockholders today are those set forth in the notice of annual meeting and proxy statement. The first item on the agenda is the election of Directors. The nominees for Director are Amy Brady, Edward Breen, Ruby Shandy, Franklin Clyburn Jr, Terrence Curtin, Alexander Cutler, Eliezer DuPont, Rajiv Gupta, Luther Gassam, Frederick Lowery, Raymond Milcovic and Stephen Stearns. Your Board recommends a vote for these nominees. The next items on the agenda are the management proposals. Agenda items 2, 3 and 4 are as follows. Agenda item 2 gives stockholders the opportunity to approve on an advisory basis executive compensation. Agenda Item 3 concerns the approval of the DuPont 2020 Equity and Incentive Plan. Agenda Item 4 concerns the ratification of the selection of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for the current year. Your Board recommends about 4 agenda items 2, 3, and 4. Next on the agenda are the stockholder proposals. We will provide the stockholders who made proposals 56 an opportunity to make a brief 3 minute statement about their proposals. Agenda item 5 is a stockholder proposal requesting a modification of the threshold for calling special stockholder meetings. I understand John Chevedden is on the line to present the proposal. Mr. Chevedden, will you please make your statement? Hello. This is John Chevedden. Can you hear me okay? Yes, I can. Proposal 5 improves shareholder right to call a special meeting sponsored by Kenneth Steiner of Great Neck, New York. Shareholders asked the Board to take the steps necessary to amend the bylaws and governing documents to give the owners of a combined 10% of the outstanding common stock the power to call a special shareholder meeting. Special shareholder meetings allow shareholders to vote on important matters such as electing new directors that can arise between annual meetings. This proposal topic won more than 70% support at Edwards Life Sciences. This proposal topic also won 78% support at Sprint Annual Meeting with 1,700,000,000 yes votes. Nuance Communications shareholders gave 94% support to a 2018 shareholder proposal calling for 10% of shareholders to call a special shareholder meeting. It is more important to have a 10% threshold to call a special meeting because shareholders now have no right to act by written consent. Plus the right for shareholders to put a director candidate on the management ballot using shareholder proxy access is only available to a few deep pocket shareholders who may be the least interested shareholders to do so. Management claims it supports numerous avenues for shareholders to voice their opinions. Numerous avenues are of little value if shareholders do not have a plan B, if management is long on listening, but short on taking action. This proposal gives shareholders more of a plan B, if it turns out that management only wants to go through the motions in regard to shareholders voicing their opinions. The best way for shareholders to voice their opinions is from a position of strength and this proposal will help give shareholders a position of strength. Please vote yes to improve shareholder right to call a special meeting. Proposal 5. Thank you, Mr. Chevedden, for your interest in DuPont and for your statement. For the reasons set forth in the proxy statement, your Board recommends a vote against this proposal. Agenda Item 6 is a stockholder proposal requesting an employee board advisory position. I understand Kenneth Henley is on the line to present the proposal on behalf of the IBDW. Mr. Henley, will you please make your statement? Thank you. My name is Kenneth Henley. I represent the International Brotherhood of DuPont Workers. Among our member unions is the union at the Richmond, Virginia site and that union representing over 1,000 employees has been a member of the IBDW for over 40 years. During the ongoing pandemic, there had been at least 13 employees at the Richmond site diagnosed with the virus and one of those employees has died. Yet through all of this, the workers of Richmond have performed heroically meeting all production requirements. While many of their supervisors and other members of management have been allowed to work from home, just like almost all of those who are participating in this stockholders meeting, The WAGEROL employees do not have that luxury. They are working at a factory during the days, nights and weekends to ensure the success of the company. The employees at Richmond Interunion have worked closely with management to ensure production needs are met, while making certain that those at the site as well as the surrounding community remain safe. Our proposal seeks to bring the same practice of management and wage roll employees working together to the corporate level to the Board of Directors. Serious problems that continue to hound this company might well have been avoided if there was a WaveRall employee serving as an advisor to the Board of Directors. Can anyone dispute that environmental practices that save money but are not entirely appropriate can slip by? That those practices can remain within the knowledge of the site, but never get disclosed at corporate level? The enormous legacy cost DuPont has been burdened with makes this clear. Is it not possible that local management keeps to itself information that it determines would not be in the immediate best interest of the site to disclose to corporate? Going forward, could that also be true of the incident of COVID-nineteen and how it is handled at the various sites? For corporate to do a better job of protecting its employees, the surrounding community as well as its bottom line, there needs to be a Waverhill employee who serves an advisor to the Board of Directors. I respectfully ask the shareholders to vote in support of this proposal number 6, and I thank you. Thank you, Mr. Henley, for your interest in DuPont and for the IBDW's proposal. For the reasons set forth in the proxy statement, your Board recommends a vote against this proposal. At this point, we're taking questions regarding proposals 1 through 6. As a reminder, we will limit questions if they become repetitive or not related to I see several questions in the queue this morning, and I believe I can answer several of them without the assistance of anyone else on the line. If I need assistance, I'll ask for someone else to join the line. First question is, when was the last in person board meeting? The last in person board meeting was held February 12 February 13, 2020. The next question is, how many attended today's meeting? Right now, I see 73 shareholders in attendance and 36 individuals who have logged in as guests at the meeting. The next question is, does management plan to use a search firm when selecting new directors? So we draw new director candidates from a variety of sources. And finally, if the circumstances require it, we may seek the services of an outside search firm. And the final question I see is, why are there several members of the Board who do not own DuPont stock? How can they actguide in a manner when they have no direct financial involvement? So all of our directors are compensated with restricted stock units that they're required to hold until retirement. In addition, some directors also own shares directly. So all of our directors have a vested interest in the company's performance and the performance of our stock. I see one more question just come in. Will the company consider online access for future meetings? Yes. We will consider online access for future meetings, particularly given the attendance at today's meeting. I see no further questions. Thank you for your questions. We will be closing the polls momentarily. Each of these proposals is deemed to have been properly brought before the meeting. The need for a second has been waived by the company. The polls have now closed. The Inspector of Election will now tabulate all of the votes. The Inspector has provided me with preliminary results of voting. Subject to the final tabulation, we report the following preliminary results. All of the nominees for Director have been reelected. Stockholders have approved executive compensation. Stockholders have approved the new DuPont Equity and Incentive Plan. The appointment of PricewaterhouseCoopers LLP has been ratified. And The final voting results will become part of the record of the meeting and will be reported in a Form 8 ks to be filed in connection with the matters voted upon at this meeting. Thank you. All items of business have now been completed. Thank you to our stockholders for joining us today. The meeting is now adjourned.