DuPont de Nemours, Inc. (DD)
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AGM 2025

May 22, 2025

Ed Breen
Executive Chairman, DuPont

Good afternoon, and thank you for joining us today. I am Ed Breen, Executive Chairman 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 afternoon is Lori Koch, DuPont's Chief Executive Officer, along with Peter Hennessey, Corporate Secretary for DuPont, who will lead the procedural portion of the meeting. I'd also like to welcome members of our board, along with certain members of our management team, and a representative from PricewaterhouseCoopers, DuPont's external auditor. Lori will talk through some key highlights over the past year, but first, let me turn it over to Peter.

Peter Hennessey
Corporate Secretary, DuPont

Thanks, Ed. Just a quick note that during this meeting, we may make forward-looking statements regarding our business. Because these statements are based on current assumptions and factors that involve risks and uncertainties, our actual performance and results may differ materially. Our 2024 Annual Report and First Quarter 2025 Report filed with the SEC include discussion of principal risks and uncertainties which may cause such differences. These documents are posted to our investor relations website. I'll now turn it over to our CEO, Lori Koch.

Lori Koch
CEO, DuPont

Thanks, Peter. I'm excited to share the progress we've made in 2024, delivering across both our operational and portfolio transformation goals. We delivered solid financial performance in 2024 and are off to a strong start in 2025. As we exited the year, we saw positive sales momentum, which has continued into this year. In addition to the strong organic growth, our teams have continued to deliver productivity through our operational excellence. Regarding our strategic portfolio priorities, I am pleased with the continued progress that our teams are making towards the November 1st, 2025, intended spin-off of our electronics business, which will be named Qnity. We recently achieved several key milestones, including announcing executive appointments and members of the planned Qnity Board of Directors. In addition, we have filed the initial Form 10 registration with the SEC.

As an independent public company, Qnity will be a global leader in materials and solutions for the semiconductor and electronics industries while leveraging a strong financial profile. Qnity is well positioned to benefit from robust growth expected in AI, advanced computing, and advanced connectivity markets. I am equally excited about the portfolio and growth opportunities for new DuPont. We will continue as a premier diversified industrial company consisting of a set of market-leading businesses in attractive markets, including the high-priority growth areas of healthcare and water technology. We will continue to deliver value through our deep, high-performance engineering expertise, coupled with strong customer relationships. I'm incredibly proud of our DuPont colleagues, more than 23,000 employees around the world, that work to deliver value every day to our customers, communities, and shareholders. Now I'll turn it back to Peter to take us through today's business items.

Peter Hennessey
Corporate Secretary, DuPont

Thanks, Lori. 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 three management 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 now relating to one of the proposals, please type your question into the question field on our meeting portal. 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 may not be able to respond to every question.

Questions or comments unrelated to the agenda items or of an individual concern 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 core 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 of record as of March 31, 2025. Proof of notice will be incorporated into the minutes of this meeting. The board appointed James Reed of American Election Services to act as the inspector of elections for the meeting. The inspector has informed me that a quorum is present for the purposes of conducting the business of the meeting. As noted by Ed at the outset of the meeting, the polls are open for voting on 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, Terrence Curtain, Alexander Cutler, Ele uthere du Pont, Kristina Johnson, Luther Kissam, Lori Koch, James Lico, Frederick Lowery, Kurt McMaken, and Steven Sterin. Your board recommends a vote for these nominees.

The next items on the agenda are the management proposals. Agenda items two and three are as follows. Agenda item two gives stockholders the opportunity to approve on an advisory basis the company's executive compensation. Agenda item three concerns the ratification of the selection of PricewaterhouseCoopers LLP, as the company's independent registered public accounting firm for 2025. Your board recommends a vote for agenda items two and three. At this point, we are taking questions regarding proposals one through three. As a reminder, we will limit questions if they become repetitive or are not related to proposals one through three. We received several questions in advance of the meeting. I will read the questions and the answers. If a director had a previous political appointment, why isn't the administration included in their biography?

In our proxy statement, we include biographical information about each of the director candidates for election in accordance with the requirements contained in the Securities and Exchange Act of 1934 and the rules and regulations they're under. This includes the business experience of each director candidate during the past five years and additional details about the director candidate's particular areas of expertise or other relevant qualifications. This information may include relevant experience working in government and, in all cases, we disclose the dates of government service. Question number two, how is the Board of Directors selected? Are shareholders eligible? The Nomination and Governance Committee of the board is responsible for selecting directors who are recommended to the board as candidates for election. The Nomination and Governance Committee has adopted a process for identifying new director candidates.

Recommendations may be received by the Nomination and Governance Committee from various sources, including current or former directors, a search firm retained by the Nomination and Governance Committee to assist in identifying and evaluating potential candidates, stockholders, company executives, and by self-nomination. The Nomination and Governance Committee is open to accepting stockholder suggestions of candidates to consider as potential board members as part of the Nomination and Governance Committee's periodic review of the size and composition of the board and its committees. Such recommendations should be sent to the Nomination and Governance Committee through the office of the Corporate Secretary. The Nomination and Governance Committee uses the same process to evaluate director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.

The third question is, why do you believe that six times base salary stock ownership requirement is a strong ownership requirement when the CEO's annual equity award exceeds this amount? Our stock ownership guidelines are reviewed each year with the People and Compensation Committee and in consultation with our compensation consultant to ensure they continue to be aligned with our peers and general market practice. Sixty percent of the CEO's annual equity award is subject to performance conditions, and those shares are not included in the calculation of ownership guideline compliance until the performance conditions have been satisfied and the awards are vested. As indicated in the proxy statement, our executives exceed guidelines, displaying a strong alignment of our management with our stockholders' interests. Thank you for your question. We will be closing the polls momentarily. Each of these polls is deemed to have been properly brought.

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 elections will now tabulate all of the votes. The inspector has provided me with the preliminary results of voting. Subject to final tabulation, we report the following preliminary results. All of the nominees for director have been elected. Stockholders have approved the advisory resolution on the company's executive compensation, and the appointment of PricewaterhouseCoopers LLP, as the company's independent registered public accounting firm for 2025 has been ratified. The final voting results will become part of the record of the meeting and will be reported in a Form 8-K to be filed in connection with the matters voted upon at this meeting. All items of business have now been completed.

Thank you to our stockholders for joining us today. The meeting is now adjourned.

Operator 1

This now concludes the meeting. Thank you for joining, and have a pleasant day.

Operator 2

The host has ended this.

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