DuPont: Reject Nelson Peltz’s Board Nominees And Plan

DuPont: Reject Nelson Peltz’s Board Nominees And Plan

DuPont has filed a new shareholder presentation with the Securities and Exchange Commission, defending its recent progress and calling out Trian Fund Management’s plan as too expensive. The company published the presentation on its website in addition to filing it with the SEC.

DuPont highlights recent performance

In the presentation, DuPont said total shareholder returns have amounted to 266%, compared to 133% from its “proxy peers” and the S&P 500’s 159% return. The company also said it has achieved greater growth by hiring value businesses such as Pannar Seed and Danisco and divested some of its “more commoditized and cyclical businesses” like Performance Coatings and Chemours. (All charts and graphs in this article are sourced directly from DuPont’s public shareholder presentation.)

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Further, the paint and chemical manufacturer said it has improved productivity and trimmed its costs and expects $1 billion in annual run-rate savings by the end of this year and $1.3 billion by the end of 2017.

DuPont’s recent earnings reports indicated a 6% sales growth rate and 19% compound annual growth rate in adjusted operating earnings per share since the end of 2008.



The company also noted that Wall Street has broadly recognized the progress it has made.


DuPont defends its board of directors

Nelson Peltz’s Trian Fund Management has been targeting DuPont for some time and is now attempting to capture four of the company’s 12 board seats. However, the company says its board is “strong” and “independent” and has “the right mix of experience and skills.” Here’s a look at DuPont’s current board of directors.


All but one board member are independent, with that one member being CEO Ellen Kullman. Ten members are current or former chief executives, chief financial officers or chief operating officers of big public companies. Further, DuPont said some of its directors have “essential scientific and regulatory knowledge” and that the four directors Trian aims to replace are “exceptionally well-qualified.”

The four directors Trian wants to remove are:


DuPont claims Trian’s plan destroys value

In today’s presentation, management also said Trian’s plan would cost $4 billion or possibly more up front to implement while also adding $1 billion in extra annual costs. Included in the expenses related to the plan are taxes, the reissuance of debt, refinancing and costs related to the separation of the businesses. Management claims Peltz’s plan is “value-destructive” and that it would destroy the DuPont brand.

The activist investor seeks to break up DuPont’s business, claiming it would save the company as much as $4 billion. However, the company said the plan adds “excessive debt” while also eliminating some of its margin and revenue drivers across its businesses. DuPont put together this timeline of events regarding Trian’s campaign for board seats:


DuPont also urges shareholders not to vote to add Nelson Peltz or any of his principals to its board, saying they add no value or experience. Here are Trian’s director nominees:


Further, the company notes that the only time Trian dipped a toe into the chemicals industry was with Chemtura, and the company ended up filing for bankruptcy.

DuPont said to be scheduled to meet with ISS

In related news, DuPont is reportedly scheduled to meet with influential shareholder advisory firm Institutional Shareholder Services. Reuters’ Swetha Gopinath reports that sources say the company will meet with ISS in the third week of this month.

ISS will then publish a report on that meeting in seven to ten days following it. No other further details on the reported meeting were provided, although it can be assumed that DuPont will attempt to convince ISS to oppose Nelson Peltz, his plan and his board nominees.

As of this writing, shares of DuPont were up 0.7% to $71.89 per share.

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