DuPont de Nemours Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Major Chemicals
Industrials
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 26, 2026 (May 21, 2026 )
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Section 5 - Corporate Governance and Management
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 21, 2026, DuPont de Nemours, Inc. (the “Company”) held its Annual Meeting of Stockholders. As of the close of business on March 30, 2026, the record date for the Annual Meeting, (the "Record Date"), 409,867,418 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 341,319,707 shares of common stock were voted in person or by proxy, representing 83.27 percent of the shares entitled to be voted. The following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Company’s 2026 Proxy Statement.
Agenda Item 1-Election of Directors. The Company’s stockholders elected the following 10 nominees to serve on the Board of Directors of the Company until the next annual meeting of stockholders or until their successors have been duly elected and qualified.
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| Amy G. Brady | 285,052,183 | 3,175,609 | 497,739 | 52,594,176 | ||||||||||||||||||||||
| Edward D. Breen | 277,484,273 | 10,738,629 | 502,629 | 52,594,176 | ||||||||||||||||||||||
| Ruby R. Chandy | 285,967,600 | 2,066,858 | 691,073 | 52,594,176 | ||||||||||||||||||||||
| Alexander M. Cutler | 274,539,466 | 13,320,002 | 866,063 | 52,594,176 | ||||||||||||||||||||||
| Eleuthère I. du Pont | 283,578,696 | 4,649,627 | 497,208 | 52,594,176 | ||||||||||||||||||||||
| Lori D. Koch | 287,059,088 | 1,157,616 | 508,827 | 52,594,176 | ||||||||||||||||||||||
| James A. Lico | 286,791,310 | 1,391,019 | 543,202 | 52,594,176 | ||||||||||||||||||||||
| Frederick M. Lowery | 278,519,395 | 9,665,645 | 540,491 | 52,594,176 | ||||||||||||||||||||||
| D.G. Macpherson | 285,350,824 | 2,821,535 | 553,172 | 52,594,176 | ||||||||||||||||||||||
| Kurt B. McMaken | 284,975,799 | 3,200,207 | 549,525 | 52,594,176 | ||||||||||||||||||||||
Agenda Item 2-Advisory Resolution to Approve Executive Compensation. The Company’s stockholders approved, by advisory vote, the compensation of its named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 266,312,481 | 21,105,382 | 1,307,668 | 52,594,176 | |||||||||||||||||
Agenda Item 3-Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 338,791,200 | 1,984,333 | 544,174 | — | |||||||||||||||||
Agenda Item 4-Adoption and Approval of an Amendment to the Company's Certificate of Incorporation to Effect a Reverse Stock Split. The Company’s stockholders adopted and approved a proposed amendment to the Company's Certificate of Incorporation to effect a reverse stock split of the outstanding shares of the Company’s common stock at a ratio of not less than 1-for-2 or more than 1-for-4 and a reduction in the number of authorized shares of the Company's common stock by a corresponding ratio.
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 335,519,752 | 4,389,749 | 1,410,206 | — | |||||||||||||||||
Section 7 - Regulation FD
Item 7.01 Regulation FD Disclosure
On May 26, 2026, the Company issued a press release announcing, among other things, that the Board of Directors of the Company approved a ratio of 1-for-3 with respect to the previously announced reverse stock split (the “Reverse Stock Split”). The Company expects that the Reverse Stock Split will become effective on June 24, 2026, however the Board of Directors of the Company retains discretion to delay or abandon the Reverse Stock Split. The press release is attached as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of Section 18. Furthermore, the information contained in this report shall not be deemed to be incorporated by reference into any registration statement or other document filed pursuant to the Securities Act of 1933, as amended.
Cautionary Statement Regarding Forward-Looking Statements
This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements often address expected future business and financial performance and financial condition, and often contain words such as “expect”, “anticipate”, “intend”, “plan”, “believe”, “seek”, “see”, “will”, “would”, “target”, “outlook”, “stabilization”, “confident”, “preliminary”, “initial” and similar expressions and variations or negatives of these words. All statements, other than statements of historical fact, are forward-looking statements, including statements regarding outlook, expectations and guidance, including with respect to the timing, completion, and benefits of the Reverse Stock Split.
Forward-looking statements address matters that are, to varying degrees, uncertain and subject to risks, uncertainties, and assumptions, many of which that are beyond DuPont’s control, that could cause actual results to differ materially from those expressed in any forward-looking statements. Additional information concerning the risks, uncertainties and assumptions can be found in DuPont’s filings with the SEC, including its Annual Report on Form 10-K for the year ended December 31, 2025, subsequent quarterly reports on Form 10-Q and other filings. Forward-looking statements are not guarantees of future results. You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. DuPont assumes no obligation to publicly provide revisions or updates to any forward-looking statements whether as a result of new information, future developments or otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Press release issued by DuPont de Nemours, Inc. on May 26, 2026, announcing the Board of Directors approval of the Reverse Stock Split. | |||||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | ||||
SIGNATURES
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.
| DUPONT DE NEMOURS, INC. | ||||||||||||||
| Registrant | ||||||||||||||
| Date: | May 26, 2026 | By: | /s/ Erik T. Hoover | |||||||||||
| Name: | Erik T. Hoover | |||||||||||||
| Title: | Senior Vice President and General Counsel | |||||||||||||