DuPont de Nemours, Inc. (DD)
NYSE: DD · Real-Time Price · USD
48.08
+0.93 (1.97%)
May 22, 2026, 3:04 PM EDT - Market open
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AGM 2026

May 21, 2026

Operator

Good day, everyone, and welcome to the 2026 DuPont Annual Meeting. I'll turn the meeting over to your host, Chairman Ed Breen. Please go ahead, Ed.

Ed Breen
Chairman, DuPont

Great. Thank you. Good afternoon, thank you for joining us today. I am Ed Breen, Chairman 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 afternoon is Lori Koch, DuPont's Chief Executive Officer, along with Paige Fleming, Corporate Secretary for DuPont, who will lead the procedural portion of the meeting. I'd also like to welcome several 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 Paige.

Paige Fleming
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 2025 annual report and first quarter 2026 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

Welcome, thank you for joining us at DuPont's annual meeting of shareholders. We appreciate your continued confidence in our company and your support as we advance our strategy and build on DuPont's long history of innovation and operational discipline to create lasting value. Today, DuPont is focused on delivering innovation where it matters most. Across healthcare, water, and diversified industrial applications, we partner closely with our customers to solve complex challenges and provide materials and solutions that are safer, cleaner, and more reliable. This focus, combined with disciplined execution, continues to strengthen our position in attractive markets and support sustainable growth. Our recent performance reflects the strength of this approach. We've delivered strong financial performance in 2025 and are off to a great start in 2026, exceeding our financial guidance through disciplined commercial and operational execution.

We remain focused not only on near-term performance, but on building a company that can generate consistent earnings, strong cash flow, and durable returns for shareholders over the long term. We have also continued to take deliberate actions to strengthen our portfolio and deploy capital to the highest return opportunities. Recent steps, including the successful separation of Qnity in November of 2025, the divestiture of the Air Products business, and our continued commitment to returning cash to shareholders through dividends and share repurchases, reflect a disciplined approach to portfolio management and capital allocation. Together, these actions support our objective of sharpening our focus, enhancing flexibility, and creating sustainable value for our shareholders.

As we look ahead, our priorities remain clear. To serve our customers with excellence, to invest in innovation that continues to differentiate DuPont, to operate with rigor and accountability, and to allocate capital in ways that support consistent long-term value creation. We are proud of the progress we are making, and we remain confident in our strategy, our team, and our ability to deliver for our shareholders.

Paige Fleming
Corporate Secretary, DuPont

Thanks, Lori, for those remarks. The meeting 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 the 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 representatives. 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 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 30th, 2026. Proof of notice will be incorporated into the minutes of this meeting. The board appointed John Mirva of American Election Services to act as the Inspector of Election 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, 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. 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 Chandy, Alexander Cutler, Eleuthère du Pont, Lori Koch, James A. Lico, Frederick Lowery, D.G. Macpherson, and Kurt McMaken. Your board recommends a vote for these nominees.

The next items on the agenda are the management proposals. 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 as the company's independent registered public accounting firm for 2026. Agenda item four concerns adoption and approval of an amendment to the company's Certificate of Incorporation to reflect a reverse stock split, and a corresponding reduction in the number of authorized shares. Your board recommends a vote for agenda items two, three, and four. At this time, we are taking questions regarding proposals one through four. As a reminder, we will limit questions if they become repetitive or are not related to the proposals. We have received a question regarding proposal number four, which I will now read.

What is the exact reason for the reverse stock split to reduce the number of authorized shares? Could it affect the voting by shareholders, thus giving power to the majority shareholders? In response, we believe that the reverse stock split is in the best interest of the company and our shareholders, as it will better align our stock price and other metrics with our peer set, including both U.S. and industrial peer companies, as well as potentially enhance our marketability with a broader group of institutional and retail investors. The reduction in the number of authorized shares simply corresponds to the reverse stock split ratio to be determined by the board at a later date. All shareholders will be affected proportionally by the reverse stock split and the corresponding share reduction.

There is no impact on shareholder voting rights other than as a result of the treatment of fractional shares, whereby some shareholders may receive a payment of cash as a result of holding only fractional shares following the reverse stock split. The treatment of fractional shares is further described in our proxy statement. We've received an additional question, which I will read. ''As DuPont expands into areas of water, which director or directors have expertise in this area?'' The company would note that we've actually been in the water business since 2019, and the board has over seven years of experience in this area. I would note that Ruby Chandy was at Pall and Dow as well, this is also have been in this business for a while. At this time, there are no further 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 the preliminary results of voting. Subject to the 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. The appointment of PricewaterhouseCoopers LLP as the company's independent registered public accounting firm for 2026 has been ratified. Stockholders have approved an amendment to the company's Certificate of incorporation to effect a reverse stock split and a reduction in the number of authorized shares.

The final voting results will be 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

That concludes our meeting today. You may now disconnect.

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