UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant o Filed by a Party other than the Registrant x
Check the appropriate box:
| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
E. I. du Pont de Nemours and Company
(Name of Registrant as Specified In Its Charter)
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Trian Partners, L.P.
Trian Partners Strategic Investment Fund, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund (ERISA), L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian SPV (SUB) VIII, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G II, L.P.
Nelson Peltz
Peter W. May
Edward P. Garden
John H. Myers
Arthur B. Winkleblack
Robert J. Zatta
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Trian Fund Management, L.P. placed the following advertisement in a Wilmington, Delaware newspaper on May 3, 2015 and may from time to time place such advertisement in additional publications:
LEADING PROXY ADVISORY
FIRM ISS RECOMMENDS VOTE
FOR TRIAN NOMINEES NELSON
PELTZ AND JOHN H. MYERS
It is clear to us that change is needed on the DuPont Board, and Trian is deeply gratified that leading
independent proxy advisory firm Institutional Shareholder Services Inc. (“ISS”) agrees.
ISS supports Trian’s efforts to hold the Board accountable for DuPont’s consistent
underperformance, and has recommended that DuPont stockholders vote
FOR Trian nominees Nelson Peltz and John H. Myers on the GOLD
proxy card at DuPont’s Annual Meeting on May 13, 2015.
ISS’s recommendation to vote on the GOLD card underscores
Trian’s view that increased oversight is needed
in the DuPont boardroom to improve
performance and enhance
stockholder value.
ISS...
...CITES DUPONT’S UNDERPERFORMANCE
“[T]here is compelling evidence that the dissidents are onto something
in their critique. Operating efficiency is not what it should be, yet instead of
addressing the core issues, the board and management, at least in their communications
with shareholders, are more inclined to obfuscation than accountability.”
...CALLS FOR TRIAN TO BRING CHANGE TO THE BOARDROOM
“The evidence of this contest strongly suggests that the extensive preparation of the Trian method —
providing its executives who go on boards with extensive analytic support throughout their tenures — may
be not simply desirable, but necessary to drive the appropriate change. Ultimately this appears to be less
a ‘shadow management team’ than about a commitment to informed and effective participation in the
boardroom. Peltz’ election thus seems clearly in the best interest of all shareholders.”
...HIGHLIGHTS THE QUALIFICATIONS OF TRIAN’S FOUR NOMINEES
“Like Peltz, [Myers] brings an investor perspective to the boardroom — but he also has significant, long-term
experience managing and growing a business within a larger conglomerate structure.”
“Both Zatta and Winkleblack appear well-qualified nominees, particularly given their experience as CFO’s
with significant strategic responsibilities. In an engagement with the dissident nominees as part of our
research process, their CFO experiences seem sufficiently diverse to believe they would be
complementary, not duplicative in the boardroom.”
TRIAN BELIEVES ALL FOUR OF ITS HIGHLY QUALIFIED
NOMINEES ARE NEEDED IN THE BOARDROOM
TO HELP DUPONT BE GREAT AGAIN.
PROTECT AND ENHANCE
YOUR INVESTMENT —
VOTE GOLD
TODAY
VOTE THE GOLD PROXY CARD
For more information, visit DuPontCanBeGreat.com
Note: Trian has neither sought nor obtained consent from any third party to use previously published information in this advertisement.
© 2015 Trian Fund Management, L.P. All rights reserved. Trian Fund Management, L.P. (“Trian”) and the investment funds that it manages that hold shares of E.I. du Pont de Nemours and Company (the “Company”), together with other Participants (as defined below), filed a definitive proxy statement and an accompanying proxy card with the Securities and Exchange Commission (the “SEC”) on March 25, 2015 to be used to solicit proxies in connection with the 2015 Annual Meeting of Stockholders of the Company, including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the “2015 Annual Meeting”). Information relating to the participants in such proxy solicitation (the “Participants”) has been included in that definitive proxy statement and in any other amendments to that definitive proxy statement. Stockholders are advised to read the definitive proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the 2015 Annual Meeting because they contain important information, including additional information relating to the Participants. The Participants’ definitive proxy statement and a form of proxy have been mailed to stockholders of the Company. These materials and other materials filed by the Participants in connection with the solicitation of proxies are available at no charge at the SEC’s website at www.sec.gov. The definitive proxy statement and other relevant documents filed by the Participants with the SEC are also available, without charge, by directing a request to Trian’s proxy solicitor, MacKenzie Partners, Inc. 105 Madison Avenue, New York, New York 10016 (call collect: 212-929-5500; call toll free: 800-322-2885) or email: proxy@mackenziepartners.com.
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