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 1, 2018 (April 25, 2018)
DOWDUPONT INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-38196 | 81-1224539 | ||
| (State or Other Jurisdiction Of Incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| c/o The Dow Chemical Company 2030 Dow Center Midland, MI 48674 |
c/o E. I. du Pont de Nemours and Company 974 Centre Road Wilmington, DE 19805 | |
| (Address of principal executive offices) | ||
| (989) 636-1000 | (302) 774-1000 | |
| (Registrant’s telephone number, including area code) | ||
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On April 25, 2018, DowDuPont Inc. (the “Company”) held its Annual Meeting of Stockholders. As of the close of business on February 26, 2018, the record date for the Annual Meeting, 2,325,945,219 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 2,015,626,672 shares of common stock were voted in person or by proxy, representing 86.65 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 2018 Proxy Statement.
Agenda Item 1—Election of Directors. The Company’s stockholders elected the following 16 nominees to serve on the Board of Directors of the Company until the next annual meeting of stockholders and until their successors have been duly elected and qualified.
| Director |
For | Against | Abstain | Broker Non-Votes |
||||||||||||
| Lamberto Andreotti |
1,651,368,672 | 35,075,457 | 6,362,625 | 322,819,918 | ||||||||||||
| James A. Bell |
1,610,522,540 | 76,757,863 | 5,526,351 | 322,819,918 | ||||||||||||
| Edward D. Breen |
1,659,599,449 | 27,604,831 | 5,602,474 | 322,819,918 | ||||||||||||
| Robert A. Brown |
1,639,139,499 | 47,179,951 | 6,487,304 | 322,819,918 | ||||||||||||
| Alexander M. Cutler |
1,654,995,969 | 31,518,639 | 6,292,146 | 322,819,918 | ||||||||||||
| Jeff M. Fettig |
1,616,670,329 | 70,644,728 | 5,491,697 | 322,819,918 | ||||||||||||
| Marillyn A. Hewson |
1,645,456,145 | 41,422,925 | 5,927,684 | 322,819,918 | ||||||||||||
| Lois D. Juliber |
1,609,864,895 | 76,882,063 | 6,059,796 | 322,819,918 | ||||||||||||
| Andrew N. Liveris |
1,610,151,516 | 76,927,331 | 5,727,907 | 322,819,918 | ||||||||||||
| Raymond J. Milchovich |
1,657,100,246 | 29,330,062 | 6,376,446 | 322,819,918 | ||||||||||||
| Paul Polman |
1,641,387,483 | 45,323,050 | 6,096,221 | 322,819,918 | ||||||||||||
| Dennis H. Reilley |
1,637,624,251 | 49,168,670 | 6,013,833 | 322,819,918 | ||||||||||||
| James M. Ringler |
1,374,689,906 | 312,170,904 | 5,945,944 | 322,819,918 | ||||||||||||
| Ruth G. Shaw |
1,641,133,231 | 45,962,243 | 5,711,280 | 322,819,918 | ||||||||||||
| Lee M. Thomas |
1,671,233,372 | 15,021,950 | 6,551,432 | 322,819,918 | ||||||||||||
| Patrick J. Ward |
1,663,798,444 | 22,636,790 | 6,371,520 | 322,819,918 | ||||||||||||
Agenda Item 2—Advisory Vote on Executive Compensation. The Company’s stockholders approved, by advisory vote, the compensation of its named executive officers.
| For | Against | Abstain | Broker Non-Votes | |||
| 1,576,607,731 | 104,942,455 | 11,256,568 | 322,819,918 |
Agenda Item 3 – Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation. The Company’s stockholders approved, by advisory vote, one year as the frequency for future advisory votes on executive compensation.
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| One Year | Two Years | Three Years | Abstain | Broker Non-Votes | ||||
| 1,609,354,050 | 42,865,702 | 31,423,019 | 9,163,983 | 322,819,918 |
The Company will include an advisory vote to approve executive compensation on an annual basis until the next required vote on the frequency of future advisory votes to approve executive compensation.
Agenda Item 4—Ratification of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2018.
| For | Against | Abstain | Broker Non-Votes | |||
| 1,871,602,593 | 136,973,774 | 7,050,305 | 0 |
Agenda Item 5—Stockholder Proposal on Elimination of Supermajority Voting Thresholds. The Company’s stockholders approved a stockholder proposal regarding the elimination of supermajority voting thresholds.
| For | Against | Abstain | Broker Non-Votes | |||
| 1,201,774,414 | 475,018,758 | 16,013,582 | 322,819,918 |
Agenda Item 6—Stockholder Proposal on Preparation of an Executive Compensation Report. The Company’s stockholders did not approve a stockholder proposal regarding a request for a report regarding executive compensation.
| For | Against | Abstain | Broker Non-Votes | |||
| 116,429,144 | 1,558,128,346 | 18,249,264 | 322,819,918 |
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Agenda Item 7—Stockholder Proposal on Preparation of a Report on Sustainability Metrics in Performance-Based Pay. The Company’s stockholders did not approve a stockholder proposal regarding a request for a report about sustainability metrics in performance-based pay.
| For | Against | Abstain | Broker Non-Votes | |||
| 130,376,714 | 1,544,877,466 | 17,552,574 | 322,819,918 |
Agenda Item 8—Stockholder Proposal on Preparation of a Report on Investment in India. The Company’s stockholders did not approve a stockholder proposal regarding a request for a report regarding the Company’s investments in India.
| For | Against | Abstain | Broker Non-Votes | |||
| 80,272,999 | 1,580,645,667 | 31,888,088 | 322,819,918 |
Agenda Item 9—Stockholder Proposal on Modification of Threshold for Calling Special Stockholder Meetings. The Company’s stockholders did not approve a stockholder proposal regarding the modification of the required threshold for calling special stockholder meetings.
| For | Against | Abstain | Broker Non-Votes | |||
| 636,497,406 | 1,040,380,169 | 15,929,179 | 322,819,918 |
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SIGNATURE
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.
| DOWDUPONT INC. | ||
| (Registrant) | ||
| BY: | /s/ Stacy L. Fox | |
| NAME: | Stacy L. Fox | |
| TITLE: | General Counsel & Secretary | |
May 1, 2018
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