DuPont Issues Comment on Glass Lewis Report: Says Firm Came to 'Wrong Conclusion' Related to Nominee Vote

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DuPont
DD
today issued the following statement regarding an April 29, 2015 report issued by Glass, Lewis & Co. (Glass Lewis) relating to the election of directors at DuPont's May 13, 2015 Annual Meeting of Shareholders. We are pleased that in its report, Glass Lewis recognizes that "DuPont's total shareholder returns during management's tenure, both before and after Trian's investment, are indicative of strong performance."[i] In addition, the Glass Lewis report notes that: "Upon review of the Company's operating plan, we generally find DuPont's strategic vision to be compelling." "With Ms. Kullman at the helm, DuPont's business portfolio has been shifted toward the higher growth and margin opportunities that the Company believes its ongoing platform, with certain perceived synergies, is uniquely positioned to capitalize upon." "Looking at the DuPont board, we see among the current directors a wealth of both operational and board experience at major public companies, most with strong records of delivering returns for shareholders." "…half of the [DuPont] incumbents have joined the board since 2011, ensuring fresh perspectives are represented in the boardroom." "The incumbents [also] embody a diverse mix of skills and experience across multiple disciplines, resulting in a board that appears to be thoughtfully constructed to address the ongoing prerequisites of board service at DuPont." Despite its recognition of DuPont's strong performance, strategic vision and world-class Board, Glass Lewis reached the wrong conclusion in failing to recommend a vote for all 12 of DuPont's nominees on the WHITE proxy card. For nearly two years, Nelson Peltz has sought representation on the DuPont Board for one reason only: to advance his firm's high-risk, value destructive agenda to break up and add excessive debt to DuPont, which would result in a less competitive company with weaker prospects for value creation. Glass Lewis noted that "… a break up of DuPont at this juncture is likely not the best alternative to enhance shareholder value." Importantly, Trian's only recent experience in DuPont's industry was when, as a Board member, it presided over the bankruptcy and complete destruction of all shareholder value at Chemtura. In contrast, DuPont's Board and management team have delivered total shareholder returns of 266%[ii] over the past six years, outperforming both the S&P 500 and the Company's proxy peers. The actions the Board has taken to transform DuPont are producing results, which are clearly visible in the 6% segment sales growth[iii] and 19% adjusted operating EPS compounded annual growth rate of our ongoing, post-spin business giving us strong confidence in the momentum of the next generation DuPont.[iv] The DuPont Board and management team have been executing a bold, multi-year strategic transformation that is delivering higher growth and higher value now while positioning the Company for the future. DuPont does not need a director with a track record of value destruction in our industry and who is relentlessly pursuing a preconceived, high-risk breakup agenda. DuPont strongly urges shareholders to vote the WHITE proxy card today FOR all 12 of DuPont's highly-qualified and experienced director nominees: Lamberto Andreotti, Edward D. Breen, Robert A. Brown, Alexander M. Cutler, Eleuthère I. du Pont, James L. Gallogly, Marillyn A. Hewson, Lois D. Juliber, Ellen J. Kullman, Ulf M. Schneider, Lee M. Thomas and Patrick J. Ward. Each and Every Vote is Important! Shareholders with questions about how to vote their shares may contact: INNISFREE M&A INCORPORATED Shareholders Call Toll-Free: (877) 750-9501 Banks and Brokers Call Collect: (212) 750-5833 REMEMBER: We urge shareholders to simply discard any "gold" proxy card they may receive from Trian. Submitting a vote on the gold proxy card – even if shareholders "withhold" on Trian's nominees – will revoke any vote previously submitted on DuPont's WHITE proxy card. The best way to support the DuPont Board is to vote using ONLY the WHITE proxy card.
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