Proxy Solicitation & Information Statement • Feb 11, 2015
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Download Source FileDFAN14A 1 c80237_dfan14a.htm
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 ☐ Filed by a Party other than the Registrant ☒
Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by |
| Rule 14a-6(e)(2)) | |
| ☐ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☒ | 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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PAYMENT OF FILING FEE (Check the appropriate box):
| ☒ | No fee required | |
|---|---|---|
| ☐ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) | |
| and 0-11. | ||
| 1) | Title of each class of securities to which transaction | |
| applies: | ||
| 2) | Aggregate number of securities to which transaction | |
| applies: | ||
| 3) | Per unit price or other underlying value of transaction | |
| computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was | ||
| determined): | ||
| 4) | Proposed maximum aggregate value of transaction: | |
| 5) | Total fee paid: | |
| ☐ | Fee paid previously with preliminary materials. | |
| ☐ | Check box if any part of the fee is offset as provided by | |
| Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous | ||
| filing by registration statement number, or the Form or Schedule and the date of its filing. | ||
| 1) | Amount Previously Paid: | |
| 2) | Form, Schedule or Registration Statement No.: | |
| 3) | Filing Party: | |
| 4) | Date Filed: |
On February 11, 2015, Trian Fund Management, L.P. (“Trian”) released a presentation entitled “A Referendum on Performance and Accountability.” The presentation is attached hereto as Exhibit 1 and may be provided to stockholders of E. I. du Pont de Nemours and Company (the “Company”) by Trian and the investment funds it manages that hold shares of the Company (“Trian Partners”). This presentation is being filed by Trian in HTML and PDF formats as a convenience for readers.
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