DuPont de Nemours, Inc.
For the period ended May 21, 2026. Filed Apr 10, 2026.
View on SEC.govAbout this filing
What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 21, 2026 · Filed Apr 10, 2026
Contents
Proxy Statement Summary
Proxy Statement
Summary
Annual Meeting of
Stockholders
Date and Time
May 21, 2026
1:00 P.M. Eastern Daylight Time
Place
Online at
www.virtualshareholdermeeting.com/DD2026
Record Date
March 30, 2026
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting.
Meeting Agenda and Voting Recommendations
| Agenda Item · BoardRecommendation · Page | |||
|---|---|---|---|
| 1 | Election of Directors | For Each Nominee | 20 |
| 2 | Advisory Resolution to Approve Executive Compensation | For | 77 |
| 3 | Ratification of the Appointment of the Independent Registered Public Accounting Firm | For | 78 |
| 4 | Adoption and Approval of an Amendment to the Company’s Certificate of Incorporation to Effect a Reverse Stock Split and a Reduction in the Number of Authorized Shares | For | 82 |
| 2026 Proxy Statement | 1 |
Proxy Statement Summary
| About DuPont We are a leading provider of advanced solutions that improve everyday life across healthcare, water, construction and industrial markets. We are committed to helping customers advance their technology pipelines and provide solutions that address their unique challenges. From delivering clean water to enabling medical packaging solutions which enhance safety and performance, our innovations power the essential products and technologies people rely on every day. At December 31, 2025, we had subsidiaries in about 50 countries worldwide and manufacturing operations in about 20 countries. Transformational Journey We were formed in 2015 (formerly, DowDuPont Inc.) for the purpose of effecting the all-stock merger of equals transactions between The Dow Chemical Company (“TDCC”) and E. I. du Pont de Nemours and Company (n/k/a as EIDP, Inc., “EIDP”), which became effective on August 31, 2017. As a result of the merger, TDCC and EIDP became subsidiaries of DowDuPont Inc. (the “DWDP Merger”). The DWDP Merger aimed to combine the strengths of both companies and then realign the assets to create three more focused and streamlined public companies. On April 1, 2019, we completed the separation of the materials science business through the spin-off of Dow Inc. (“Dow”), including Dow’s subsidiary TDCC (the “Dow Distribution”). On June 1, 2019, we completed the separation of the agriculture business through the spin-off of Corteva, Inc. (“Corteva”) including Corteva’s subsidiary EIDP. On our transformation journey from a specialty products company to a focused advanced solutions provider, DuPont has taken the following actions: • the divestiture in 2021 of the Nutrition & Biosciences business to International Flavors & Fragrances Inc. (“IFF”) in a Reverse Morris Trust transaction; • the divestiture in 2022 of the majority of the businesses comprising the historical Mobility & Materials (“M&M”) segment (the “M&M Businesses”) to Celanese Corporation (the “M&M Divestiture”); • the divestiture in 2023 of the Delrin® business (the “Delrin® Divestiture”), part of the historical M&M segment, to TJC LP (“TJC”); • the separation (the “Electronics Separation”) of our semiconductor and interconnect solutions businesses (the “Electronics Business”) into an independent public company, Qnity Electronics, Inc. (“Qnity”), by way of the distribution to DuPont’s stockholders of record as of October 22, 2025 of all the issued and outstanding common stock of Qnity on November 1, 2025 (the “Qnity Distribution”); and • the divestiture in April 2026 (the “Aramids Divestiture”) of the Aramids business (the “Aramids Business”) to Arclin, a portfolio company of an affiliate of TJC. We realigned our segments after the Electronics Separation to create two new reportable segments: • Healthcare & Water Technologies includes high-performance packaging, parts and components for medical device and biopharma markets as well as water filtration and purification technologies primarily for industrial wastewater & energy, municipal drinking water & desalination, and life sciences & specialty markets. • Diversified Industrials includes building technologies, with a broad portfolio serving new-build and repair/remodel applications across non-residential and residential construction markets, and industrial technologies, which includes a portfolio of adhesive, wear and friction, and packaging solutions serving aerospace, automotive and printing and packaging markets. To assist you in reviewing the proposals to be acted upon at the Annual Meeting, we call your attention to the following information about the Company’s 2025 financial performance, our key corporate governance policies and practices, and key executive compensation actions and decisions. The following description is only a summary. For more complete information about these topics, please review the Company’s Annual Report on Form 10-K for the year ended December 31, 2025 and this Proxy Statement. | 2025 Financial Performance Highlights $6.8B Full year 2025 Net Sales $98M Full year 2025 GAAP incomefrom continuing operations $1.63B Full year 2025 OperatingEBITDA* $0.21 Full year 2025 GAAP EPS fromcontinuing operations $1.68 Full year 2025 Adjusted EPS* * See Appendix A for further information, including a reconciliation of non-GAAP measures to the most directly comparable U.S. GAAP financial measures. |
|---|
Proxy Statement Summary
Director Nominees
You are being asked to vote on the election of 11 directors. All directors are elected annually. Detailed information about each director’s background, skills and expertise can be found in Agenda Item 1 — Election of Directors.
| (As of the date of this Proxy Statement) Name Age Current Position | Independent | Audit Committee | Nominationand Governance Committee | People andCompensation Committee | Other Current Public Boards |
|---|---|---|---|---|---|
| Amy G. Brady | |||||
| Age 59 Former Chief Information Officer and Executive Vice President, KeyCorp · ● · ● | |||||
| Edward D. Breen | |||||
| Age 70 Chairman and Former Chief Executive Officer, DuPont de Nemours, Inc. | 1 | ||||
| Ruby R. Chandy | |||||
| Age 64 Former President, Industrial Division, Pall Corporation | ● | ● | 2 | ||
| Alexander M. Cutler | |||||
| Age 74 Retired Chair and Chief Executive Officer, Eaton | ● | CH | ● | 1 | |
| Eleuthère I. du Pont | |||||
| Age 59 President, Longwood Foundation | ● | ● | ● | 1 | |
| Luther C. Kissam IV | |||||
| Age 61 Former Chairman, President and CEO, Albemarle Corporation | ● | ● | ● | 2 | |
| Lori D. Koch | |||||
| Age 51 Chief Executive Officer, DuPont de Nemours, Inc. | |||||
| James A. Lico | |||||
| Age 60 Former Chief Executive Officer and President, Fortive Corporation | ● | ● | 1 | ||
| Frederick M. Lowery | |||||
| Age 55 Chief Executive Officer, Henry Schein, Inc. | ● | CH | 1 | ||
| D. G. Macpherson | |||||
| Age 58 Chairman and Chief Executive Officer, W.W. Grainger, Inc. | ● | ● | 1 | ||
| Kurt B. McMaken | |||||
| Age 56 Chief Financial Officer, The Brink’s Company | ● | CH | |||
| CH | = Chair |
|---|
| 2026 Proxy Statement | 3 |
Proxy Statement Summary
Corporate Governance Best Practices
As part of DuPont’s commitment to high ethical standards, the Board follows sound governance practices. These practices, which are summarized below, are described in more detail beginning on page 9 of this Proxy Statement.
| Board Independence | Director Elections | Board Practices | Stock OwnershipRequirements | Stockholder Rights |
|---|---|---|---|---|
| 9 of 11 director nominees are independent Independent Board Committees | Annual Board elections Directors are elected by a majority of votes cast Directors not elected by a majority of votes cast are subject to the Company’s resignation policy | Independent directors meet in executive session without management at each regularly scheduled Board meeting Annual Board and Committee self- evaluations Annual director evaluations Retirement policy | Directors are required to hold Company granted shares until retirement Executives and directors prohibited from hedging or pledging Company stock | Stockholder right to call special meetings No super- majority stockholder voting requirements Eligible stockholders are able to nominate directors through proxy access |
Our executive compensation philosophy and practices reflect a commitment to paying for performance — both short-term and long- term. We use a balanced portfolio of measures to drive short and long-term objectives aligned with the Company strategy and stockholder interests. The People and Compensation Committee annually reviews our executive compensation programs and makes decisions or changes as appropriate. In making decisions, the People and Compensation Committee considers all relevant factors, including stockholder interests, financial goals, business performance, strategic priorities and market practices, as well as inputs from key stakeholders.
Proxy Statement Summary
Executive Compensation Governance Practices
Compensation of the executive officers of the Company, including that of the named executive officers, is overseen by the People and Compensation Committee (or, in the case of each of the former Executive Chairman and the Chief Executive Officer, by the People and Compensation Committee and the independent members of the Board). The Board and the People and Compensation Committee were assisted in performance of their oversight duties by an independent compensation consultant.
The following summarizes key governance elements related to the executive compensation programs in which our executive officers participate:
Key Executive Compensation Practices
| What We Do | What We Don’t Do | ||||
|---|---|---|---|---|---|
| Maintain a pay mix that is heavily performance-based | Provide single-trigger change in control agreements or excise tax gross ups | ||||
| Actively engage with stockholders | Grant options below market value, extend original option terms, reprice, reload or exchange underwater options without stockholder approval | ||||
| Align executive compensation outcomes with company and individual performance | |||||
| Annually assess peer group composition and competitive compensation practices | Permit hedging or pledging of the Company’s securities | ||||
| Include a liberal share counting provision in our equity plan | |||||
| Seek annual stockholder advisory approval of executive compensation | |||||
| Maintain strong stock ownership requirements of six times base salary for the CEO and three times base salary for the other executive officers | Guaranteed annual salary increases or bonuses | ||||
| Provide minimum payouts under the Long-Term Incentive Plan | |||||
| Conduct an annual executive talent review and discussion on succession planning | Provide uncapped short and long-term incentive payouts | ||||
| Provide excessive perks | |||||
| Maintain a robust compensation clawback policy covering both cash and equity | |||||
| Review executive compensation statements (“tally sheets”) | |||||
| Conduct annual compensation risk assessments | |||||
| 2026 Proxy Statement | 5 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.