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DuPont
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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