Trian Fund Management, L.P., one of the largest stockholders of E. I. du
Pont de Nemours and Company (NYSE:DD), which currently beneficially owns
approximately 24.6 million DuPont shares valued at approximately $1.8
billion, is today mailing a letter to DuPont stockholders urging them to
hold the Board and management accountable for DuPont’s consistent
underperformance and to protect their investment by voting the GOLD
proxy card for the election of Nelson Peltz, John H. Myers, Arthur B.
Winkleblack and Robert J. Zatta to DuPont’s Board of Directors at the
Annual Meeting of Stockholders on May 13, 2015.
DuPont is attempting to distract and mislead stockholders from the real
issues at the company – its consistently subpar performance and, in our
view, management’s lack of confidence in the company’s future. CEO Ellen
Kullman seems to believe DuPont’s shares will be worth no more than $72
in 2017 as she exercised options and sold over half of her equity
position – approximately $80 million worth of shares – all at prices of
$72 or less after Trian first invested. Most of these options did not
expire until 2016 or 2017. Trian, on the other hand, has a substantial
economic stake in DuPont’s future, and believes that, with its nominees
on the Board, DuPont’s implied target value per share could be in excess
of $120 by the end of 2017. Trian is asking for stockholders’ support
to help it make needed improvements at DuPont for the benefit of all
DuPont stockholders. If elected, as a minority of the DuPont Board,
Trian’s nominees pledge to work collaboratively with the Board and
management and provide the oversight necessary to help DuPont achieve
best-in-class operating performance, earnings growth, returns on
invested capital, and corporate governance.
Trian’s letter to stockholders can be found at: www.DuPontCanBeGreat.com.
The letter follows:
April 9, 2015
Dear Fellow Stockholder:
Trian believes DuPont has tremendous potential – as evidenced by our
investment of approximately $1.8 billion in the Company. With our
nominees on the Board, we believe DuPont’s implied target value per
share could be in excess of $120 by the end of 2017.1
DuPont’s CEO Ellen Kullman, on the other hand, seems to lack confidence
that DuPont’s shares will be worth more than $72 in 2017 – as she sold
over half of her equity position (approximately $80 million worth of
shares) all at prices of $72 or less after Trian first invested.2
In fact, she sold 23% of her position when the price of DuPont shares
spiked after the release of Trian’s Summary White Paper in September
2014.3
Despite rhetoric about a “higher growth, higher value strategy,” Ms.
Kullman is not willing to “put her money where her mouth is” and instead
sold from long-term incentives and from stock options she had been
granted most of which did not expire until 2016 or 2017. We believe the
reason management receives equity as part of compensation is to ensure
their interests are aligned with the long-term interests of
shareholders. The intention is not for management to sell prematurely.
Ms. Kullman’s premature equity sales lead us to conclude that future
corporate governance best practices should include boards setting
parameters as to when senior executives can monetize long-term equity
incentives. Ask yourself: if the CEO and Board members truly believed in
their strategy wouldn’t they be buying stock?
As one of DuPont’s largest stockholders, our interests are directly
aligned with yours. We want DuPont to have best-in-class operating
performance, earnings growth, returns on invested capital and corporate
governance. Unfortunately, DuPont is not best in class in any of those
metrics today.
These are the facts:
-
EPS in each of 2012, 2013, and 2014 was below EPS in 2011. According
to DuPont’s guidance, 2015 will also be below 20114
-
DuPont is underperforming its peers in revenue growth and margins in
five of DuPont’s seven operating segments5
-
Approximately $5 billion of agriculture R&D over the last five years
has yielded billions of losses for stockholders6
-
The board has failed to align executive compensation with performance7
At DuPont’s Annual Meeting on May 13, 2015, you will have the
opportunity to elect four highly qualified directors to the Board who
will seek to hold management accountable for DuPont’s continuing
underperformance. Our nominees will seek to work collaboratively with
the Board and management to improve DuPont’s performance and increase
stockholder value.
DON’T BE FOOLED BY DUPONT’S RHETORIC. DUPONT’S STOCK PRICE IS NOT
UP
BECAUSE OF FUNDAMENTALS – EARNINGS ARE STILL BELOW 2011 LEVELS.
SOONER
OR LATER, EVERY COMPANY’S SHARES TRADE BASED ON EARNINGS.
DuPont shares are up almost 45% since Trian first invested in March
2013, but the stock is not up because of business fundamentals. In fact,
2015 is projected by the Company to be the fourth year in a row that
DuPont’s earnings will be below its earnings from 2011. This trend
cannot continue. Sooner or later, we believe DuPont’s shares will trade
based on its earnings, and management will have to demonstrate it can
consistently grow earnings at a best-in-class pace.
DuPont is struggling relative to peers. Since 2011, earnings growth is
in the bottom quartile.
HOW DO WE MAKE DUPONT BEST IN CLASS? IT STARTS WITH HOLDING
MANAGEMENT
ACCOUNTABLE FOR CONSISTENT UNDERPERFORMANCE
If elected, Trian’s nominees will strive to
ensure the Board holds management accountable: In 2010,
management announced five-year, long-term rolling growth targets of 7%
revenue growth and 12% operating earnings growth.8 If they
had hit those targets through 2015, EPS would be $6.45 for 2015.9
Yet, DuPont is guiding to 2015 EPS of $4.00 - $4.20.10 The
Board has never addressed DuPont’s continuing failure to even come close
to these targets. What is the Board doing?
If elected, Trian’s nominees will work to put
an end to rhetoric that does not match reality and seek to improve
transparency:
-
At the 2013 DuPont Investor Day, the CEO said: “…I set clear targets,
in an effort to monitor progress and hold people accountable. I set
the competitive benchmarks and I continuously raise the bar.” Later
that same day, the Company lowered long-term targets for six of
the Company’s seven businesses.11
-
In 2014, we privately expressed concern to Lead Director Alexander
Cutler about management’s inability to hit its stated revenue and
profit targets. Mr. Cutler wrote back to us on March 5, 2014: “To
clarify our discussion… relative to our five year, long-term rolling
growth targets of 7 percent revenue growth and 12 percent operating
earnings growth, which were announced publically on December 9, 2010
at our Investor Day, we continue to believe these goals are both
appropriate and achievable. We fully endorse management’s plan to
achieve them and are encouraged by progress against them (footnote
omitted).” Less than four months later, the
Company lowered its EPS guidance for the third consecutive year.
Restoring DuPont to greatness will require less rhetoric and more
accountability.
-
DuPont has recently tried to rewrite its history of consistently poor
performance, providing nine different versions of 2011 EPS.12
Stockholders should know the Board paid
executives based on an EPS figure that is nearly double what DuPont
now says is the “right” number for 2011 as it tries to argue EPS has
actually increased since 2011.13
If elected, Trian’s nominees will endeavor to
put an end to “crony compensation”:
-
The Board’s compensation practices have actually rewarded management
for failing to meet its targets. In 2013, management’s long-term
incentive plan had a payout of 113% of target despite a total
shareholder return (a key metric of determining the payout) in the 25th
percentile of DuPont’s peers.14
-
That same year, short-term compensation payout was almost 90% despite
adjusted EPS growth of 3%, significantly below the Company’s long-term
target of 12% EPS growth.15
-
In 2014, the Board’s Human Resources and Compensation Committee
acknowledged poor operating performance as it exercised “negative
discretion” and gave management a 0% payout factor for “corporate
performance” under DuPont’s short-term incentive program. However, the
Human Resources and Compensation Committee (chaired by Lois Juliber
and including Mr. Cutler and Lee Thomas as members) still found a way
to pay management by giving an 80-100% payout factor for “individual
performance.” Does that make sense? How
can it be that the Company is doing poorly operationally but
management as individuals are each doing great?
If elected, Trian’s nominees will strive to
ensure management does not have an “information advantage” over the
Board:
-
In December 2013, we had a meeting with DuPont’s CEO and Lead
Director. At that meeting we explained that we believed that the root
cause of DuPont’s continual inability to achieve publicly stated
earnings targets is the excessive costs and bureaucracy in the
corporate structure. We used the example of the sale of the
Performance Coatings segment (now called Axalta) to make our point.
The Company said publicly that the segment generated $339 million of
EBITDA in 2011.16 Yet, the new private equity owners of the
business were saying they had bought a business with $568 million of
EBITDA17 – the sole difference being all of the
DuPont-related corporate costs and bureaucracy that the new owner did
not need or want. The Lead Director asked the
CEO if that was true. From what we saw, Mr. Cutler did not know
because management at DuPont has an “information advantage” over the
Board. If elected, Trian’s nominees will strive to
eliminate this information advantage and ensure the Board is making
decisions based on rigorous analysis, rather than management rhetoric.
WE WERE ENCOURAGED BY THE LEAD DIRECTOR TO HOLD THE BOARD
ACCOUNTABLE
IF DUPONT DID NOT ACHIEVE 2014 EARNINGS GUIDANCE
Trian first invested in DuPont in March 2013. We worked hard behind the
scenes for 18 months to try and convince management and the Board that
they were setting DuPont up for failure. As mentioned above, in December
2013 we met with the CEO and the Lead Director and explained that we
believed DuPont would fail to achieve its long-term earnings target in
2014. We made the case that despite new initiatives such as the
announced separation of Performance Chemicals, the Fresh Start
Initiative and the stock buyback, DuPont had failed to solve the root
cause of the continuous earnings underperformance, namely a corporate
structure with excessive costs and bureaucracy. We explained that DuPont
would not be capable of achieving the Company’s promised earnings growth
until the businesses that comprise DuPont are best-in-class
operationally (both revenue growth and margins versus peers). We also
noted our belief that DuPont would continue to falter as long as five of
the Company’s seven segments materially underperformed their competitors.
The CEO and Lead Director told us we were wrong and that they had fixed
DuPont’s problems. They told us we had been influential in helping the
Board recognize the excessive costs, but the problems were solved and
the management team would achieve its 2014 earnings guidance. The
Lead Director told us unequivocally in that meeting that the Board would
hold management accountable for achieving operating targets. He went on
to say that Trian should hold the Board accountable if the Company did
not achieve its targets in 2014. Despite our skepticism, we agreed
to remain silent in the spirit of building a long-term relationship with
management and the Board.
In June 2014, DuPont announced it would miss guidance for the third year
in a row.18 At that point, we requested that Trian Founding
Partner and Chief Investment Officer Ed Garden be added to the DuPont
Board. We explained that we could no longer be passive while management
continued to falter. We pledged to work constructively to increase value
with a single minority director – where we could only influence
events by convincing the majority of the Board with the power of our
arguments. Despite being encouraged by the Lead Director to hold the
Board accountable six months earlier, that proposal was rejected by the
Board in August 2014. Later in 2014, we asked DuPont instead to consider
adding Nelson Peltz to the Board to avoid the distraction and cost of a
proxy contest. Once again, our proposal was flatly rejected.
TRIAN HAS ACTED IN GOOD FAITH TO TRY AND AVOID A PROXY FIGHT AND
ACHIEVE
A REASONABLE SETTLEMENT
We were forced to launch this proxy contest as a last resort and have
nominated Nelson Peltz and three other highly qualified independent
nominees to serve on the DuPont Board. DuPont has again rejected Mr.
Peltz and stated that it is unwilling to agree to any
Trian principal or other Trian nominee joining the Board.
Nonetheless, Trian has continued to be open to a reasonable settlement.
In March, at the urging of one of DuPont’s largest stockholders, Trian
offered the following settlement: Mr. Peltz and another Trian nominee
chosen by DuPont would join an expanded Board so no incumbent directors
would have to resign. The other two Trian nominees would be appointed to
the new Chemours Board which is in the process of being formed in
connection with its planned spin-off. We also requested improvements to
Chemours’ corporate governance, including the elimination of
shareholder-unfriendly provisions like its staggered board and
supermajority voting requirements. In our view, the Lead Director was
not interested in a reasonable settlement, and this settlement proposal
was rejected by the DuPont Board, which merely repeated that it would
not accept any Trian principal on the DuPont Board. DuPont did make
limited changes to the corporate governance profile of Chemours in
direct response to the broader changes suggested by Trian and following
a stockholder lawsuit against DuPont. However, even as revised,
Chemours’ staggered board provisions will not be eliminated until 2017
at the earliest.
TRIAN HAS A TRACK RECORD OF ADDING VALUE IN THE BOARDROOM,
IMPROVING
BOTH OPERATING RESULTS AND SHARE PRICE PERFORMANCE.
DUPONT
STOCKHOLDERS NEED A TRIAN PRINCIPAL ON THE BOARD TO HOLD
MANAGEMENT
ACCOUNTABLE.
As we detail in the following chart, the listed companies in which Trian
has invested have outperformed the S&P 500 by an average of 680
basis points (bps) annually. In fact, when Nelson Peltz has been on the
board of Trian portfolio companies, those companies have outperformed
the S&P 500 by an average of 853 bps annually from the date of Trian’s
initial investment through the present.
Trian principals improve the effectiveness of the boards on which they
serve and increase oversight of management through their “ownership
mentality” and by increasing the quality of the information received by all
directors. When a Trian principal joins a board, our deep analytical
resources are mobilized and our active involvement helps drive
attractive, long-term stockholder returns, even after we have exited the
position. We have industry and functional specialists who support
our directors, so that when they walk into a boardroom they are fully
prepared. The Trian approach makes the boardroom a place of constructive
debate rather than “show and tell” management presentations. We raise
the bar for fellow board members and management in the companies in
which we invest and that directly benefits all stockholders.
We encourage you to review the comments of directors who have served on
boards with Trian, which are available at www.DuPontCanBeGreat.com.
WE URGE YOU TO VOTE THE GOLD PROXY CARD
AND SUPPORT TRIAN’S
FOUR HIGHLY QUALIFIED NOMINEES TO
INCREASE OVERSIGHT AND
ACCOUNTABILITY AND HELP INCREASE
STOCKHOLDER VALUE
We are asking for your support to help Trian make needed improvements at
DuPont. If elected, as a minority of the DuPont Board, our nominees
pledge to provide the ownership mentality and oversight necessary to
improve DuPont’s performance and increase stockholder value. Our
nominees have a proven track record of value creation and relevant
operating expertise. We urge you to protect the value of your
investment and help return DuPont to its former greatness by voting the
enclosed GOLD proxy card today to elect
Trian’s four nominees:
-
Nelson Peltz is CEO and a founding partner of Trian. Mr.
Peltz is a director of The Wendy’s Company and serves as its
non-executive Chairman. He is also a director of Mondelēz
International, Inc. and The Madison Square Garden Company, and has
previously served on the boards of directors of Ingersoll-Rand plc,
H.J. Heinz Company and Legg Mason Inc., where he was Chairman of the
Nominating and Corporate Governance Committee. Trian believes that
through Mr. Peltz’s 40 years of experience in investing, turning
around and building companies at both the management and board level,
he has developed strong operating experience and strategic planning
skills that will benefit DuPont’s operational initiatives and its
long-term strategy.
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John H. Myers is the former President and CEO of GE
Asset Management, where he was responsible for approximately $200
billion in assets under management for clients including General
Electric’s pension funds, 401(k) plans, mutual funds and insurance
companies, as well as for more than 200 external institutional
clients. Trian believes Mr. Myers’ qualifications to serve on DuPont’s
Board include the knowledge and experience he gained while holding
various management positions for over 35 years with GE, as well as the
extensive financial and leadership experience he has gained as a
director of Legg Mason, Inc. and as a former director of Hilton Hotels
Corporation.
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Arthur B. Winkleblack is the former Executive Vice President
and CFO of H.J. Heinz Company, where he worked with Mr. Peltz and
Trian to implement the strategic initiatives required to transform
Heinz into a more streamlined and focused business and leverage the
company’s world-class portfolio of powerful brands. He currently
serves as a director of Church & Dwight Co., Inc. and RTI
International Metals, Inc. Trian believes Mr. Winkleblack’s
substantial executive experience provides him with knowledgeable
perspectives on strategic planning, international operations,
acquisitions and divestitures and cost and financial controls. In
particular, his experience as CFO of a large multinational company
will enable him to bring important perspectives to the Board on
compliance, risk management and public reporting.
-
Robert J. Zatta is the former acting CEO and long-time CFO of
Rockwood Holdings, Inc., a leading global developer, manufacturer, and
marketer of specialty chemicals. Mr. Zatta was instrumental in leading
the turnaround and transformation of Rockwood, which resulted in its
2014 acquisition by Albemarle Corporation. Trian believes Mr. Zatta’s
extensive experience in the specialty chemical sector will allow him
to bring valuable industry experience to the DuPont Board.
Additionally, the Board will benefit from his expertise in operations,
strategic planning, cost and financial controls and public company
reporting, which he has developed through his experience as a senior
executive at several global companies.
You can read more about our nominees’ decades of relevant experience and
view videos of what they would bring to the DuPont Board at www.DuPontCanBeGreat.com.
PRESSURE FROM TRIAN HAS AND WILL CONTINUE TO
DRIVE
IMPROVEMENTS AT DUPONT
With the recent addition of two new directors and the decision to make
limited changes to the corporate governance profile of Chemours, DuPont
appears to be acknowledging the need to refresh its Board and improve
corporate governance. While these actions, as well as DuPont’s recent
commitment to return more capital to stockholders and the Fresh Start
cost-reduction initiatives, are positive developments, they are long
overdue and in our view would not have occurred without the respectful
pressure Trian has exerted on DuPont. We believe these developments are
a harbinger of the positive change we can continue to help drive at
DuPont if our nominees are elected to the Board. However, if our
nominees are not elected and the pressure is off, we believe the DuPont
Board will revert to the status quo pre-Trian – tolerating subpar
operating performance, allowing poor corporate governance and providing
weak management oversight.
YOUR VOTE TODAY FOR TRIAN’S NOMINEES IS A VOTE FOR FOUR HIGHLY
QUALIFIED
EXECUTIVES WHO WILL WORK COLLABORATIVELY WITH
MANAGEMENT AND
THE BOARD TO ADDRESS THE ROOT CAUSE OF DUPONT’S
CONSISTENT
UNDERPERFORMANCE
Trian would replace four incumbent directors: Alexander Cutler, Lois
Juliber, Robert Brown, and Lee Thomas. Each of these directors, in our
view, has failed to hold management accountable for its poor operating
performance, lacks the skills needed to help make DuPont great again, or
both.
As Lead Director, Mr. Cutler is responsible for providing Board
oversight and holding management accountable for DuPont’s performance –
and we believe he has failed. Mr. Cutler appears to be out of touch with
DuPont’s fundamental performance. In March 2014, Mr. Cutler suggested
that DuPont would meet its earnings targets.19 However, less
than four months later, in June 2014, DuPont lowered guidance for the
third consecutive year. Today, the Board lauds management’s performance
despite dramatically missing its own EPS targets. Moreover, DuPont is
now projecting 2015 EPS to be 36% below the long-term target it was
projecting in 2010. Mr. Cutler also failed to promote appropriate
transparency. Under Mr. Cutler’s watch DuPont management has published
nine different versions of 2011 EPS. Mr. Cutler has also served on the
Human Resources and Compensation Committee, which has failed to align
executive compensation with performance. Furthermore, as Chairman and
CEO of Eaton Corporation Plc, a large Ireland-based conglomerate, Mr.
Cutler has substantial outside demands on his time.
Ms. Juliber is the longest-tenured board member, having been a director
for approximately 20 years. Given the length of her tenure, Trian
questions how “independent” Ms. Juliber is. Our concern over the length
of Ms. Juliber’s tenure is consistent with Institutional Shareholder
Services’ (ISS’s) governance overview, which states that director
tenures of greater than nine years are “excessive” and could
“potentially compromise a director’s independence”.20 Ms.
Juliber has served on DuPont’s board over twice the length of time that
ISS deems “excessive.” She is also the long-standing Chair of the Human
Resources and Compensation Committee – and along with its other members
including Mr. Cutler and Mr. Thomas – has overseen ill-conceived
executive compensation programs that have been used to enrich DuPont’s
executives despite the Company’s consistent underperformance.
Mr. Brown chairs the Science and Technology committee, which is
responsible for overseeing technology capabilities at DuPont. The
Company’s strategy to leverage “integrated science” capabilities has, in
our view, led to speculative corporate R&D investments and lackluster
returns on invested capital. As far as we can tell, DuPont has failed to
discover any significant agricultural traits and its Applied Biosciences
revenues were 80% below 2012 targets.21 Mr. Brown has an
academic background in science and engineering, but we believe DuPont’s
operational struggles make clear that what the Company needs at this
time are directors who bring strong business acumen and proven track
records of improving operating performance and driving earnings growth.
According to DuPont, Lee Thomas offers “key insights on government
relations and environmental management from his tenure as administrator
of the Environmental Protection Agency and his senior leadership roles.”
Yet, Mr. Thomas left the EPA nearly three decades ago. The EPA’s
personnel and practices have changed dramatically in the last 25 years
and his past relationships and experiences with the agency are now of
limited value to DuPont.
We have been encouraged by our recent conversations with our fellow
DuPont stockholders and the support they have voiced for our four highly
qualified nominees. We believe stockholders understand that Trian has
far more at stake than the current DuPont directors who, collectively,
do not have a meaningful economic stake in DuPont’s future. We are
asking for your support so we can help make more improvements for the
benefit of all DuPont stockholders. As a minority of the DuPont Board,
our nominees will seek to work constructively with the other members of
the Board to oversee management for the benefit of all
stockholders.
PROTECT AND ENHANCE YOUR INVESTMENT – VOTE GOLD
TODAY
If you agree with us that this election is about ensuring the Board is
comprised of directors who will represent the best interests of
stockholders – and determining who is most qualified to make DuPont
GREAT again – then please vote the GOLD
proxy card today FOR Trian’s
four highly qualified nominees: Nelson Peltz, John H. Myers, Arthur B.
Winkleblack and Robert J. Zatta.
More information about Trian and our director nominees can be found on
our website at:
www.DuPontCanBeGreat.com.
You may vote by telephone, Internet or by signing, dating and returning
the GOLD proxy card in the
postage-paid envelope provided. Your vote is extremely important. Please
discard any white proxy cards you have received from DuPont. If you have
already returned a white proxy card, you can change your vote simply by
signing, dating and returning a GOLD
proxy card today. Only your latest dated proxy card will be counted.
We look forward to moving past this election and working constructively
with management and the Board to continue to effect positive change at
DuPont for the benefit of all stockholders. We greatly appreciate the
support that we have received so far and we urge all stockholders to
vote for our nominees on the GOLD proxy
card so that together we can make DuPont great again.
We look forward to your support at the 2015 Annual Meeting.
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Nelson Peltz
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Peter May
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Ed Garden
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Founding Partner &
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Founding Partner &
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Chief Executive
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About Trian Fund Management, L.P.
Founded in 2005 by Nelson Peltz, Peter May and Ed Garden, Trian seeks to
invest in high quality but undervalued and under-performing public
companies and to work constructively with the management and boards of
those companies to significantly enhance shareholder value for all
shareholders through a combination of improved operational execution,
strategic re-direction, more efficient capital allocation and increased
focus.
The views expressed in this press release represent the opinions of
Trian Fund Management, L.P. (“Trian”) and
the investment funds it manages that hold shares of E.I. du Pont de
Nemours and Company (collectively, Trian with such funds, “Trian
Partners”), and are based on publicly available information with
respect to E. I. du Pont de Nemours and Company (the “Company”).
Trian Partners recognizes that there may be confidential information in
the possession of the Company that could lead it to disagree with Trian
Partners’ conclusions. Trian Partners reserves the right to change any
of its opinions expressed herein at any time as it deems appropriate.
Trian Partners disclaims any obligation to update the information or
opinions contained in this press release.
Certain financial projections and statements made herein have been
derived or obtained from filings made with the Securities and Exchange
Commission (“SEC”) or other regulatory
authorities and from other third party reports. Neither the Participants
(as defined below) nor any of their affiliates shall be responsible or
have any liability for any misinformation contained in any third party
SEC or other regulatory filing or third party report. There is no
assurance or guarantee with respect to the prices at which any
securities of the Company will trade, and such securities may not trade
at prices that may be implied herein. The estimates, projections and
potential impact of the opportunities identified by Trian Partners
herein are based on assumptions that Trian Partners believes to be
reasonable as of the date of this press release, but there can be no
assurance or guarantee that actual results or performance of the Company
will not differ, and such differences may be material.
This press release is provided merely as information and is not
intended to be, nor should it be construed as, an offer to sell or a
solicitation of an offer to buy any security. This press release does
not recommend the purchase or sale of any security. Funds managed by
Trian currently beneficially own, and/or have an economic interest in,
shares of the Company. These funds are in the business of trading –
buying and selling– securities. It is possible that there will be
developments in the future that cause one or more of such funds from
time to time to sell all or a portion of their holdings of the Company
in open market transactions or otherwise (including via short sales),
buy additional shares (in open market or privately negotiated
transactions or otherwise), or trade in options, puts, calls or other
derivative instruments relating to such shares.
Cautionary Statement Regarding Forward-Looking Statements
This press release contains forward-looking statements. All
statements contained in this press release that are not clearly
historical in nature or that necessarily depend on future events are
forward-looking, and the words “anticipate,” “believe,” “expect,”
“potential,” “opportunity,” “estimate,” “plan,” and similar expressions
are generally intended to identify forward-looking statements. The
projected results and statements contained in this press release that
are not historical facts are based on current expectations, speak only
as of the date of this press release and involve risks, uncertainties
and other factors that may cause actual results, performance or
achievements to be materially different from any future results,
performance or achievements expressed or implied by such projected
results and statements. Assumptions relating to the foregoing involve
judgments with respect to, among other things, future economic,
competitive and market conditions and future business decisions, all of
which are difficult or impossible to predict accurately and many of
which are beyond the control of Trian Partners. Although Trian Partners
believes that the assumptions underlying the projected results or
forward-looking statements are reasonable as of the date of this press
release, any of the assumptions could be inaccurate and therefore, there
can be no assurance that the projected results or forward-looking
statements included in this press release will prove to be accurate. In
light of the significant uncertainties inherent in the projected results
and forward-looking statements included in this press release, the
inclusion of such information should not be regarded as a representation
as to future results or that the objectives and strategic initiatives
expressed or implied by such projected results and forward-looking
statements will be achieved. Trian Partners will not undertake and
specifically declines any obligation to disclose the results of any
revisions that may be made to any projected results or forward-looking
statements in this press release to reflect events or circumstances
after the date of such projected results or statements or to reflect the
occurrence of anticipated or unanticipated events.
Additional Information
Trian and the investment funds that it manages that hold shares of
E.I. du Pont de Nemours and Company (collectively, Trian with such
funds, “Trian Partners”) together with other Participants (as defined
below), filed a definitive proxy statement and an accompanying proxy
card with the Securities and Exchange Commission (the “SEC”) on March
25, 2015 to be used to solicit proxies in connection with the 2015
Annual Meeting of Stockholders of E.I. du Pont de Nemours and Company
(the “Company”), including any adjournments or postponements thereof or
any special meeting that may be called in lieu thereof (the “2015 Annual
Meeting”). Information relating to the participants in such proxy
solicitation (the “Participants”) has been included in that definitive
proxy statement and in any other amendments to that definitive proxy
statement. Stockholders are advised to read the definitive proxy
statement and any other documents related to the solicitation of
stockholders of the Company in connection with the 2015 Annual Meeting
because they contain important information, including additional
information relating to the Participants. Trian Partners’ definitive
proxy statement and a form of proxy have been mailed to stockholders of
the Company. These materials and other materials filed by Trian Partners
in connection with the solicitation of proxies are available at no
charge at the SEC’s website at www.sec.gov.
The definitive proxy statement and other relevant documents filed by
Trian Partners with the SEC are also available, without charge, by
directing a request to Trian’s proxy solicitor, MacKenzie Partners, Inc.
105 Madison Avenue, New York, New York 10016 (call collect:
212-929-5500; call toll free: 800-322-2885) or email: proxy@mackenziepartners.com.
1 For information regarding the assumptions underlying the
implied target value for DuPont’s shares, see page 21 of the open letter
to the DuPont Board dated September 16, 2014 available at www.DuPontCanBeGreat.com.
2 Source: DuPont Form 4 filings. The $80 million estimate
reflects the gross amount of stock sold by Ellen Kullman for reasons
other than to pay taxes since Trian first invested. Uses the average
dollar amount specified in the Form 4 multiplied by the number of shares
sold. According to SEC filings, most of these sales of DuPont shares
were made pursuant to Rule 10b5-1 trading plans. While Rule 10b5-1
trading plans provide for automatic purchases or sales pursuant to
formula or similar method for determining the amount, price and/or date
of the transaction, Rule 10b5-1 trading plans may generally be
terminated or amended prior to their predetermined end. For additional
information, see page 91 of the Trian White Paper dated February 17,
2015, available at www.DuPontCanBeGreat.com.
3 See Trian White Paper dated February 17, 2015, page 91,
available at www.DuPontCanBeGreat.com.
4 See Trian White Paper dated February 17, 2015, page 6,
available at www.DuPontCanBeGreat.com.
5 See Trian White Paper dated February 17, 2015, pages 58 and
59, available at www.DuPontCanBeGreat.com.
6 Source: SEC filings, Monsanto press release dated 8/1/12,
DuPont press release dated 3/26/2013, Free Press, “EPA: DuPont failed to
warn of popular herbicide’s danger to trees”, Pioneer press release
dated 12/14/2010, and 2010-2014 based on Company Data Book and 2014 Form
10-K. The billions of losses for shareholders include the $1bn jury
verdict against DuPont for patent infringement, which resulted in DuPont
paying a minimum of $1.75bn in royalty payments to Monsanto, and $1.2bn
in charges relating to Imprelis.
7 Source: DuPont SEC filings. For example, for the 2011-2013
performance stock units (PSUs), DuPont offered a payout of 113% despite
performance in the 25th percentile. Moreover, for the 2013
short-term incentive plan, DuPont paid out almost 90% despite EPS growth
of 33%, significantly below DuPont’s long-term target of 12%.
8 Source: March 5, 2014 letter from DuPont’s Lead Director to
Trian.
9 Source: DuPont SEC filings, Trian calculations and E. I. DU
PONT DE NEMOURS AND COMPANY AND CONSOLIDATED SUBSIDIARIES NON-GAAP
RECONCILIATIONS: 2008 – 2014, on Company Website 1/27/2015. 2010 EPS
excluding significant items adjusted to add back non-operating pension
and other post-employment benefits (OPEB). Trian applied DuPont’s
long-term EPS growth rate of 12% to imply the 2015 target.
10 Source: 1/27/15 DuPont press release.
11 Source: DuPont 2011 and 2013 Investor Day presentations
and transcripts, E. I. DU PONT DE NEMOURS AND COMPANY AND CONSOLIDATED
SUBSIDIARIES NON-GAAP RECONCILIATIONS: 2008 – 2013, 10/28/13 and Trian
calculations. Adjusts 2011 Investor Day margin targets for estimated
non-operating pension and OPEB impact based on DuPont’s non-GAAP
reconciliation in order to compare 2011 and 2013 targets. Looks at both
the 5-year impact of revenue growth and margin targets to compare if
segment overall target was increased or decreased. Excluding
Agriculture, Trian found that the remaining businesses had lower targets.
12 See Trian’s presentation on DuPont called “Shining A Light
on DuPont’s Rhetoric” filed 3/12/15 with the SEC page 5.
13 Source: DuPont Press Release dated 1/24/12, DuPont SEC
filings, and DuPont letter dated March 23, 2015. Per DuPont’s proxy
filed 3/16/12, DuPont was compensated on EPS of $3.93. This figure is
more than double DuPont’s current figure for 2011 EPS of $2.03, which
they describe as “Adjusted Operating EPS (excluding Performance
Chemicals, Pharma) (Non-GAAP).”
14 Source: DuPont SEC filings.
15 Source: DuPont SEC filings and 2011 and 2013 Investor Day
Transcripts.
16 Source: DuPont SEC filings, Axalta Coatings Systems Ltd.
Form S-1 filed 8/20/14, Trian estimates, and DuPont SEC filings.
Coatings adjusted PTOI plus depreciation expense less an allocation of
unallocated corporate costs and adds back non-cash items and certain
pension expense in-line with Axalta’s current addbacks to make it
comparable. Assigns unallocated corporate expense at ~2% of sales
(DuPont’s FY2011 unallocated corporate expense and other as % of FY2011
segment sales) to make margins comparable.
17 Source: Axalta Coatings Systems Ltd. Form S-1 filed
8/20/14, Trian estimates. Represents Axalta’s Adjusted Operating Income
plus Depreciation & Amortization expense. Metric differs slightly from
Axalta’s Adjusted EBITDA (as reported) as it excludes other expense
(income) and dividend to non-controlling interest to make EBITDA
comparable.
18 Source: Trian’s definitive proxy statement to DuPont
stockholders filed 3/25/15, page 20.
19 See page 3 of this letter.
20 Source: “ISS Governance QuickScore 2.0 Overview and
Updates” published January 2014. http://www.issgovernance.com/file/files/ISSGovernanceQuickScore2.0.pdf
21 Source: 2012 data book, 2013 data book, 2008-2013 non-GAAP
reconciliation (on DuPont website), transcripts, press releases, DuPont
Applied Biosciences Analyst Day and Company presentation. By Trian’s
calculations, DuPont missed 2012 revenue target by nearly 80% ($507m vs.
$2.3bn). Applied Biosciences revenue based on 2012 Data Book figures for
Industrial Biosciences.
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