SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
RULE 14A-6(E)(2))
[X] Definitive Proxy Statement
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
E. I. DU PONT DE NEMOURS AND COMPANY
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(Name of Registrant as Specified In Its Charter)
E. I. DU PONT DE NEMOURS AND COMPANY
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[x] No fee required
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
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[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange
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Notes:
[LOGO OF DU PONT]
Annual Meeting - April 25, 2001
March 21, 2001
Dear Stockholder:
You are invited to attend the Company's 2001 Annual Meeting on Wednesday,
April 25, 2001, at 10:30 a.m. in The Playhouse Theatre, DuPont Building,
Wilmington, Delaware.
The enclosed Notice of Annual Meeting and Proxy Statement describe the various
matters to be acted upon during the meeting. In addition, there will be a
report on the state of the Company's business and an opportunity for you to
express your views on subjects related to the Company's operations.
To make it easier for you to vote your shares, you have the choice of voting
over the Internet, by telephone, or by completing and returning the enclosed
proxy card. The proxy card describes your voting options in more detail. In
any case, you may request a ticket for the meeting. If you need special
assistance because of a disability, please contact the DuPont Stockholder
Relations Office at 302-774-0195.
The Annual Meeting gives us an opportunity to review the steps the Company is
taking to achieve our sustainable growth mission, as well as our progress to
date. We appreciate your ownership of DuPont, and I hope you will be able to
join us on April 25.
Sincerely,
/s/ C. O. Holliday
C. O. Holliday, Jr.
[LOGO OF RECYCLED PAPER] Printed On Recycled Paper
March 21, 2001
To the Holders of Common Stock of
E. I. du Pont de Nemours and Company
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of E. I. DU PONT DE NEMOURS AND COMPANY will
be held on Wednesday, April 25, 2001, at 10:30 a.m. local time, in The
Playhouse Theatre in the DuPont Building, 1007 Market Street, Wilmington,
Delaware. The meeting will be held to consider and act upon the election of
directors, the ratification of independent accountants, stockholder proposals
described in the Proxy Statement and such other business as may properly come
before the meeting.
Holders of record of DuPont Common Stock at the close of business on March 7,
2001, are entitled to vote at the meeting.
This notice and the accompanying proxy materials are sent to you by order of
the Board of Directors.
/s/ Louise B. Lancaster
Louise B. Lancaster
Secretary
YOUR VOTE IS IMPORTANT. THERE ARE THREE WAYS TO VOTE:
. By Internet, or
. By telephone, or
. Sign, date and return your proxy card in the enclosed
envelope as soon as possible.
You may access your proxy materials electronically next year by visiting our
Internet web site at www.econsent.com/dd/.
2001 ANNUAL MEETING OF STOCKHOLDERS
Proxy Statement
General Information 1
Governance of the Company 3
Board of Directors 3
Office of the Chief Executive 3
Committees of the Board 4
Committee Membership 5
Audit Committee Report 5
Directors' Compensation 6
Directors' Retirement Policy 7
Election of Directors 8
Nominee Biographies 8
Other Information 11
Ownership of Company Stock 11
Compensation Committee Report
on Executive Compensation 13
Summary Compensation Table 17
Stock Option Grants 18
Option Exercises/Year-End Values 19
Stock Performance 20
Retirement Benefits 21
Ratification of Independent Accountants 22
Stockholder Proposal on
Political Nonpartisanship 23
Employment Matters 24
Plant Closure 26
International Workplace Standards 28
Audit Committee Charter A-1
Proxy Statement
The enclosed proxy material is being sent at the request of the Board of
Directors of E. I. du Pont de Nemours and Company to encourage you to vote your
shares at the Annual Meeting of Stockholders to be held April 25, 2001. This
Proxy Statement contains information on matters that will be presented at the
meeting and is provided to assist you in voting your shares.
The Company's Annual Report to Stockholders, containing financial statements
reflecting the financial position and operating results of the Company for
2000, and this Proxy Statement were distributed together beginning March 21,
2001.
General Information
Who May Vote
All holders of record of DuPont Common Stock as of the close of business on
March 7, 2001 (the record date) are entitled to vote at the meeting. Each share
of stock is entitled to one vote. As of the record date, 1,042,698,606 shares
of DuPont Common Stock were outstanding. A majority of the outstanding shares
voted in person or by proxy is required for the approval of each of the
proposals described in this Proxy Statement. Abstentions and broker non-votes
are counted as present but not counted in the vote.
How to Vote
Even if you plan to attend the meeting you are encouraged to vote by proxy. You
may vote by proxy in one of the following ways:
. By Internet at the address listed on the proxy card.
. By telephone using the toll-free number listed on the proxy card.
. By returning the enclosed proxy card (signed and dated) in the envelope
provided.
When you vote by proxy, your shares will be voted according to your
instructions. If you sign your proxy card but don't specify how you want your
shares to be voted, they will be voted as the Board of Directors recommends.
You can change or revoke your proxy by Internet, telephone, or mail at any time
before the polls close at the Annual Meeting.
Shares Held in Savings and Investment Plans
If you participate in the DuPont Flooring Systems, Inc. 401(k) Plan, the DuPont
Savings and Investment Plan, the DuPont Specialty Grains Savings Plan, the
Pioneer Hi-Bred International, Inc. 401(k) Savings Plan, the Protein
Technologies International, Inc. Savings Investment Plan, the Qualicon
Retirement and Savings Plan or the Sentinel Thrift Plan, your proxy voting
instruction card will include the shares you hold in these plans. The plan
trustees will vote according to the instructions received on your proxy. If
proxies for shares in these plans are not received by Internet, telephone or
mail, those shares will be voted at the discretion of the trustees.
1
Proxy Statement Proposals
At each annual meeting stockholders will be asked to elect directors to serve
on the Board of Directors and to approve the appointment of our independent
accountants for the year. Other proposals may be submitted by the Board of
Directors or stockholders to be included in the proxy statement. To be
considered for inclusion in the 2002 Annual Meeting Proxy Statement, stockholder
proposals must be received by the Company no later than November 16, 2001.
Stockholder Nominations for Election of Directors
The Corporate Governance Committee recommends nominees to the Board of
Directors for election as directors at the annual meeting. The committee will
consider nominations submitted by stockholders of record and received by the
Secretary of the Company by the first Monday in December. Nominations must
include a statement by the nominee indicating a willingness to serve if elected
and disclosing principal occupations or employment for the past five years.
Proxy Committee
The Proxy Committee is composed of directors of the Company who vote as
instructed the shares of DuPont Common Stock for which they receive proxies.
Proxies also confer upon the Proxy Committee discretionary authority to vote
the shares on any matter which was not known to the Board of Directors a
reasonable time before solicitation of proxies, but which is properly presented
for action at the meeting.
Solicitation of Proxies
The Company will pay all costs relating to the solicitation of proxies.
Corporate Investor Communications, Inc. has been retained to assist in
soliciting proxies at an estimated cost of $10,000 plus reasonable expenses.
Proxies may be solicited by officers, directors and employees of the Company
personally, by mail, or by telephone or other electronic means. We will also
reimburse brokers, custodians, nominees, and fiduciaries for reasonable
expenses in forwarding proxy materials to beneficial owners of DuPont stock.
Secrecy in Voting
As a matter of policy, proxies, ballots and voting tabulations that identify
individual stockholders are held confidential by the Company. Such documents
are available for examination only by the independent tabulation agents, the
independent inspectors of election and certain employees associated with
tabulation of the vote. The identity of the vote of any stockholder is not
disclosed except as may be necessary to meet legal requirements.
2
Governance of the Company
Board of Directors
The Board of Directors is responsible for broad corporate policy and the
overall performance of the Company. Members of the Board are kept informed of
the Company's business by various documents sent to them before each meeting
and oral reports made to them during these meetings by the Chairman and Chief
Executive Officer and other corporate executives. They are advised of actions
taken by the Audit, Compensation, Corporate Governance, Environmental Policy
and Strategic Direction Committees and the Office of the Chief Executive. In
addition, the directors receive written reports from the businesses when they
propose actions for Board approval. Directors have access to all books, records
and reports, and members of management are available at all times to answer
their questions.
In 2000, six meetings of the Board were held. Each director attended at least
75% of the aggregate number of meetings of the Board and the committees of the
Board. Attendance at these meetings averaged 94% among all directors in 2000.
Directors fulfill their responsibilities not only by attending Board and
committee meetings but also through communication with the Chairman and Chief
Executive Officer and other members of management relative to matters of mutual
interest and concern to the Company.
Office of the Chief Executive
The Office of the Chief Executive has responsibility for the overall direction
and operations of all the businesses of the Company, including corporate
financial performance, environmental leadership and safety, and development of
global talent. All five members are employees and one is a director. Its
members include the Chairman and Chief Executive Officer, the Executive Vice
President and Chief Operating Officer, and three Senior Vice Presidents.
3
Committees of The Board
--------------------------------------------------------------------------------
Audit Committee Responsibilities:
. Employs independent accountants, subject to stockholder
approval, to audit the Company's financial statements.
. Provides oversight on the external reporting process and
the adequacy of the Company's internal controls.
. Reviews the scope of the audit activities of the
independent accountants and the Company's internal
auditors.
. Reviews services provided by independent accountants and
other disclosed relationships as they bear on the
independence of the independent accountants.
No member of the Audit Committee may be an officer or
employee of the Company or any subsidiary.
See the Audit Committee Report on page 5 and the Audit
Committee Charter at Appendix "A".
Compensation Responsibilities:
Committee . Establishes executive compensation policy consistent
with corporate objectives and stockholder interests.
. Recommends to the Board compensation for the Chief
Executive Officer.
. Administers grants under the Company's compensation
plans.
No member of the Compensation Committee may be an officer
or employee of the Company or any subsidiary.
See the Compensation Committee Report on page 13.
Corporate Responsibilities:
Governance . Recommends to the Board nominees for election to the
Committee Board of Directors.
. Reviews practices, policies and procedures affecting
directors and the Board's operation and effectiveness.
No member of the Corporate Governance Committee may be an
officer or employee of the Company or any subsidiary.
Environmental Responsibilities:
Policy Committee . Reviews the Company's environmental policies and
practices.
. Provides support for the Company's sustainable growth
mission.
Strategic Responsibilities:
Direction . Reviews the strategic direction of the Company's major
Committee business segments.
. Reviews significant trends in technology and their
anticipated impact on the Company.
4
Committee Membership
The following chart shows the current committee membership and the number of
meetings that each Committee held in 2000.
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Corporate Environmental Strategic
Audit Compensation Governance Policy Direction
Director Committee Committee Committee Committee Committee
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Alain J. P. Belda X X
Curtis J. Crawford X C
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Louisa C. Duemling X
Edward B. du Pont X
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Charles O. Holliday, Jr. C
Deborah C. Hopkins X
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Lois D. Juliber C X
Goran Lindahl X X
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Masahisa Naitoh X
William K. Reilly X C
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H. Rodney Sharp, III X X
Charles M. Vest C
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Sanford I. Weill X
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Number of Meetings
in 2000 3 4 4 2 2
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C = Chairperson
Audit Committee Report
The Audit Committee of the Board of Directors (the "Committee") assists the
Board in fulfilling its oversight responsibilities with respect to the external
reporting process and the adequacy of the Company's internal controls. Specific
responsibilities of the Committee are set forth in the Audit Committee Charter
adopted by the Board. The charter is attached to this proxy statement as
Appendix "A".
The Committee is comprised of five directors, all of whom meet the standards of
independence adopted by the New York Stock Exchange. The Committee recommends
to the Board, subject to stockholder ratification, the appointment of the
Company's independent accountants.
Management is responsible for the Company's financial statements and reporting
process, including the system of internal controls. PricewaterhouseCoopers LLP
(PwC), the Company's independent accountants, has responsibility for performing
an independent audit of and expressing an opinion on the consolidated financial
statements of the Company. The Committee has reviewed and discussed the
5
audited financial statements of the Company for the year ended December 31,
2000 with management and with representatives of PwC.
The Committee has also discussed with PwC matters required to be discussed by
Statement on Auditing Standards No. 61 (Communications with Audit Committees),
as amended. The Committee has received from PwC the written disclosures
required by Independence Standards Board Standard No.1 (Independence
Discussions with Audit Committees) and has discussed with PwC its
independence. The Committee has satisfied itself as to the independence of
PwC.
Based on the Committee's review of the audited financial statements of the
Company, and on the Committee's discussions with management of the Company and
with PwC, the Committee recommended to the Board of Directors that the audited
financial statements be included in the Company's Annual Report on Form 10-K
for the year ended December 31, 2000.
AUDIT COMMITTEE
Charles M. Vest, Chair
Curtis J. Crawford
Deborah C. Hopkins
Masahisa Naitoh
H. Rodney Sharp, III
Directors' Compensation
Directors who are employees of the Company receive no additional compensation
for their service on the Board or committees. Each director who is not an
employee of the Company is paid as follows:
Annual Retainer $35,000
Committee Chairs $15,000
Members of Strategic Direction Committee $ 9,000
Members of Other Committees $ 6,000
Each director who is not an employee also receives an annual grant of 700
shares of DuPont Common Stock.
Under the DuPont Stock Accumulation and Deferred Compensation Plan for
Directors, a director may defer all or part of the Board and committee fees in
cash or stock units until a specified year, until retirement as a director or
until death. Annual stock grants may also be deferred but only as stock units.
Interest accrues on deferred cash payments and dividend equivalents accrue on
deferred stock units. Nine directors elected to defer payment of directors'
fees or the annual stock grant for 2001.
The Company's retirement income plan for nonemployee directors was
discontinued in 1998. Nonemployee directors who began their service on the
Board before the plan's elimination will continue to be eligible to receive
benefits under the plan provided they have served as a director for at least
five years. Annual benefits payable under the plan equal one-half of the
annual Board retainer (exclusive of any committee compensation and annual
stock grants) in effect at the director's retirement. Benefits are payable for
the lesser of life or ten years.
6
The Directors' Charitable Gift Plan was established to improve the
competitiveness of Board compensation. After the death of a director, the
Company will donate five consecutive annual installments up to $200,000 each
to tax-exempt educational institutions or charitable organizations recommended
by the director and approved by the Company. A director is fully vested in the
Plan after five years of service as a director or upon death or disability.
The Plan is unfunded. The Company may fund the Plan through the purchase of
life insurance policies on directors. The Company would own and be the sole
beneficiary of such policies. The directors do not receive any personal
financial or tax benefit from this program because any charitable, tax
deductible donations and insurance proceeds accrue solely to the benefit of
the Company. Employee directors may participate in the Plan if they pay their
allocable cost. The Company also maintains $300,000 accidental death,
dismemberment and disability insurance on nonemployee directors.
Directors' Retirement Policy
The Company's retirement policy for directors provides that no director may
stand for reelection to the Board after reaching age 70. All employee
directors retire from the Board when they retire from employment with the
Company with the exception of former Chief Executive Officers. The Board at
its discretion may in unusual circumstances, and for a limited period, ask a
Board member to stand for reelection after the prescribed retirement date.
7
1 - ELECTION OF DIRECTORS
The 12 nominees for election as directors are identified on pages 8 through 11.
All nominees are now members of the Board of Directors. The Board knows of no
reason why any nominee would be unable to serve as a director. If any nominee
should for any reason become unable to serve, the shares represented by all
valid proxies will be voted for the election of such other person as the Board
of Directors may designate following recommendation by the Corporate Governance
Committee, or the Board may reduce the number of directors to eliminate the
vacancy.
The following material contains information concerning the nominees, including
their recent employment, other directorships, and age as of the 2001 Annual
Meeting.
ALAIN J. P. BELDA, 57 Director since 2000
Chairman and Chief Executive Officer of Alcoa Inc., the world's
largest producer of primary aluminum, fabricated aluminum and
alumina. He formerly served as president and chief executive
officer, president and chief operating officer, vice chairman,
and executive vice president. Mr. Belda is a director of Alcoa
Inc., Citigroup Inc. and Ford Foundation.
[PHOTO]
CURTIS J. CRAWFORD, 53 Director since 1998
Chairman, President and Chief Executive Officer of ZiLOG, Inc.,
a producer of application specific standard products in the
semiconductor industry. From 1995 to January 1998, Mr. Crawford
was group president, Microelectronics Group, Lucent Technologies
Inc., and also served as president, Intellectual Property
Division, from October 1997. From 1993 to 1995, he was president
of AT&T Microelectronics, a business unit of AT&T Corporation.
Mr. Crawford is chairman of the board of ON Semiconductor Company
and a director of ITT Industries, Inc. and ZiLOG, Inc. He also
serves as a trustee of DePaul University.
[PHOTO]
8
LOUISA C. DUEMLING, 65 Director since 1982
Member of the board of governors of the Nature Conservancy.
[PHOTO]
EDWARD B. du PONT, 67 Director since 1978
Former chairman of Atlantic Aviation Corporation, the principal
business of which is the charter, completion, storage,
operation and maintenance of aircraft. He serves as a director
of Wilmington Trust Corporation, a trustee of Christiana Care
Corporation and the University of Delaware, president and a
trustee of Eleutherian Mills-Hagley Foundation, and a vice
president and a trustee of Longwood Foundation, Inc.
[PHOTO]
CHARLES O. HOLLIDAY, JR., 53 Director since 1997
Chairman and Chief Executive Officer of DuPont. He is a former
president, executive vice president, president and chairman-
DuPont Asia Pacific and senior vice president. He is a director
of Analog Devices, Inc. and a member of The Business Council
and The Business Roundtable. Mr. Holliday also serves on the
Chancellor's Advisory Council for Enhancement at the University
of Tennessee, is a trustee of the Winterthur Museum and Gardens
and chairs the World Business Council on Sustainable
Development.
[PHOTO]
DEBORAH C. HOPKINS, 46 Director since 2000
Executive Vice President and Chief Financial Officer of Lucent
Technologies Inc., a manufacturer of telecommunications
equipment. She formerly served as senior vice president and
chief financial officer of the Boeing Company, chairman of
Boeing Capital Corp., vice president and chief financial
officer for General Motors Europe and general auditor of
General Motors Corporation. Ms. Hopkins is a member of the
[PHOTO] board of Walsh College.
9
LOIS D. JULIBER, 52 Director since 1995
Chief Operating Officer, Colgate-Palmolive Company, the
principal business of which is the production and marketing of
consumer products. She formerly served as executive vice
president-Developed Markets, president, Colgate-Palmolive North
America and chief technological officer of Colgate-Palmolive.
Ms Juliber is a member of the board of trustees of Wellesley
College and the Brookdale Foundation.
[PHOTO]
GORAN LINDAHL, 55 Director since 1999
Under Secretary-General and Special Advisor to the United
Nations Secretary-General and Chairman, Alliance for Global
Sustainability. He formerly served as president and chief
executive officer and executive vice president of ABB Ltd., a
globalized techology and engineering company. Mr. Lindahl is a
director of LM Ericsson AB and World Childhood Foundation.
[PHOTO]
MASAHISA NAITOH, 63 Director since 2000
Executive Vice Chairman of ITOCHU Corporation, an
international trading company headquartered in Tokyo, Japan.
He formerly served as executive vice president, senior
managing director and advisor of ITOCHU. Prior to joining
ITOCHU, Mr. Naitoh served in a number of senior policy
positions in the Japanese government's Ministry of
International Trade and Industry. Mr. Naitoh is a director of
Molex Incorporated and a member of the board of advisors of
the Center for International Political Economy in New York.
[PHOTO]
WILLIAM K. REILLY, 61 Director since 1993
President and Chief Executive Officer of Aqua International
Partners, L.P., which finances water supply and wastewater
treatment in developing countries. He formerly served as
administrator of the United States Environmental Protection
Agency, the Payne visiting professor at the Institute for
International Studies at Stanford University and president of
World Wildlife Fund and The Conservation Foundation. Mr.
Reilly is a director of Conoco Inc., Eden Springs, Evergreen
Holdings, Inc., Ionics, and Royal Caribbean International. He
also serves as a trustee of The American Academy in Rome, The
National Geographic Society, and Presidio Trust and is
chairman of the board of World Wildlife Fund.
[PHOTO]
10
H. RODNEY SHARP, III, 65 Director since 1981
President of the Board of Trustees of Longwood Foundation,
Inc., and a director of Wilmington Trust Corporation. He is a
trustee of St. Augustine's College (Raleigh, North Carolina)
and a trustee and director of Christiana Care Corporation. Mr.
Sharp also serves as a director of Planned Parenthood of
Delaware.
[PHOTO]
CHARLES M. VEST, 59 Director since 1993
President of the Massachusetts Institute of Technology. He is
a former provost and vice president of Academic Affairs and
dean of Engineering of the University of Michigan. Mr. Vest is
a director of International Business Machines Corporation, a
fellow of the American Association for the Advancement of
Science, and a member of the National Academy of Engineering
and the President's Committee of Advisors on Science and
Technology. He is vice chair of the Council on
Competitiveness.
[PHOTO]
Ownership of Company Stock
The following table includes shares in DuPont beneficially owned by each
director and nominee, by each executive officer named in the Summary
Compensation Table on page 17 and by all directors and executive officers as a
group as of December 31, 2000. Also included are shares of DuPont Common Stock
granted in 2001 under the Variable Compensation Plan. Under rules of the
Securities and Exchange Commission, "beneficial ownership" includes shares for
which the individual, directly or indirectly, has or shares voting or
investment power, whether or not the shares are held for the individual's
benefit.
11
Amount and Nature of
Beneficial Ownership
---------------------------------------
(Number of Shares)
--------------------------------------------------------------------------------------------
Voting or
Investment Right to Percent of
DuPont Common Stock Direct (/1/) Power (/2/)* Acquire (/3/) Class (/4/)
--------------------------------------------------------------------------------------------
A. J. P. Belda 1,670 -- -- --
--------------------------------------------------------------------------------------------
C. J. Crawford 2,570 -- -- --
--------------------------------------------------------------------------------------------
L. C. Duemling 139,353 1,004,770 -- --
--------------------------------------------------------------------------------------------
E. B. du Pont 1,467,582 7,745,014 -- 0.9%
--------------------------------------------------------------------------------------------
R. R. Goodmanson 41,977 -- 82,333 --
--------------------------------------------------------------------------------------------
C. O. Holliday, Jr. 141,259 285,300 1,070,320 --
--------------------------------------------------------------------------------------------
D. C. Hopkins 700 -- -- --
--------------------------------------------------------------------------------------------
L. D. Juliber 8,568 600 -- --
--------------------------------------------------------------------------------------------
G. Lindahl 2,701 -- -- --
--------------------------------------------------------------------------------------------
J. A. Miller, Jr. 41,897 -- 322,300 --
--------------------------------------------------------------------------------------------
S. J. Mobley 28,368 -- 328,133 --
--------------------------------------------------------------------------------------------
M. Naitoh 700 -- -- --
--------------------------------------------------------------------------------------------
G. M. Pfeiffer 35,748 206,648 142,794 --
--------------------------------------------------------------------------------------------
W. K. Reilly 12,477 -- -- --
--------------------------------------------------------------------------------------------
H. R. Sharp, III 367,137 6,426,892 -- 0.7%
--------------------------------------------------------------------------------------------
C. M. Vest 8,017 -- -- --
--------------------------------------------------------------------------------------------
S. I. Weill 32,190 -- -- --
--------------------------------------------------------------------------------------------
Directors and Executive Officers
as a Group 2,345,944 10,142,274 1,981,651 1.4%
--------------------------------------------------------------------------------------------
(1) These shares are held individually or jointly with others, or in the name
of a bank, broker or nominee for the individual's account. Also included
are stock units credited under the Variable Compensation Plan, the Salary
Deferral and Savings Restoration Plan and the DuPont Stock Accumulation and
Deferred Compensation Plan for Directors, restricted stock units credited
under the Stock Performance Plan and shares resulting from option exercises
for which delivery is deferred.
(2) This column includes other shares over which directors and executive
officers have or share voting or investment power, including shares
directly owned by certain relatives with whom they are presumed to share
voting and/or investment power.
(3) This column includes shares which directors and executive officers have a
right to acquire through the exercise of stock options granted under
DuPont's stock option plans.
(4) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 0.5% of the outstanding shares of the class.
* Because they may be considered to share, directly or indirectly, voting
and/or investment power, E. B. du Pont and G. M. Pfeiffer are each listed
as beneficial owners of the same 206,648 shares and E. B. du Pont and
H. R. Sharp, III are each listed as beneficial owners of the same 5,320,302
shares. These shares of DuPont Common Stock are reported only once in the
total for directors and executive officers as a group.
12
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and executive officers are required to file reports of ownership and
changes in ownership of DuPont Common Stock with the Securities and Exchange
Commission and the New York Stock Exchange. During 2000, one report timely
filed by S. J. Mobley, an executive officer, was amended to reflect an
additional transaction.
Compensation Committee Report on
Executive Compensation
The Compensation Committee (the "Committee") is responsible for establishing
executive compensation policies and programs for employees who participate in
the Company's Variable Compensation Plan and Stock Performance Plan. The
Committee recommends to the Board specific individual compensation actions for
the Chairman and Chief Executive Officer (CEO).
The Company's executive compensation policy is to attract, reward and retain
management who will achieve the business objectives of the Company, and to
provide competitive total annual compensation based on positions of equivalent
responsibility within a self-constructed group of peer companies.
When determining variable compensation the Committee evaluates the Company's
corporate performance and annual compensation against the peer group, which
are the same companies included in the peer group index used in the stock
performance graph shown on page 20. The policy also provides for competitive
long-term compensation opportunity when compared with other major industrial
companies, including many of those shown in the peer group index.
Stock Ownership Guidelines
The Committee believes in management maintaining a significant equity position
in the Company. Stock ownership guidelines are in place to better align
executive officers and other senior managers with the interests of
stockholders and to encourage a long-term focus in managing the Company. Stock
ownership requirements vary from a minimum of five times base salary for the
CEO to one and one-half times for Vice Presidents.
Components of Compensation
Compensation for executive officers consists of several components: salary,
variable compensation, stock options and, under limited circumstances,
restricted stock.
13
Salary
Consistent with the Company's policy, salaries are about the average of the
peer group. Salary increases for executive officers are based on individual
contribution and position relative to the average of the peer group. This is
the same approach as used for other salaried employees.
Variable Compensation Plan
The Variable Compensation Plan (VCP) provides approximately 8,400 DuPont
employees, including executive officers, with total annual compensation that
varies up or down based on the performance of the Company, the performance of
their business unit and their individual contribution. Typically, 25% of
variable compensation is paid in DuPont Common Stock, and senior management
employees have the choice of receiving up to 100% in stock.
As approved by stockholders, the VCP limits the annual maximum funding to 20%
of consolidated net income after deducting 6% of net capital employed. Each
year the Committee reviews operating results, excluding all one-time items, in
determining the overall limit on variable compensation. This ensures that the
amount available for variable compensation fluctuates in relation to the
Company's operating results.
In determining VCP payments to participants for 2000, the Committee used a
formula which consisted of equally weighted components of earnings per share
(EPS) versus the prior year and return on investors' capital (ROIC) versus the
average of the peer group. The formula may be adjusted based on a qualitative
assessment of corporate financial performance compared with the peer group.
Variable compensation differentiation by business unit is based on underlying
after-tax operating income, cash flow from operations, revenue growth, and Six
Sigma performance versus each unit's commitments for the year. In addition,
payments may be differentiated by business unit based on a qualitative
assessment of performance in such areas as workplace environment, treatment and
development of people, strategic staffing, safety, and environmental
stewardship.
The Committee approved average corporate grants that were 96% of 1999 levels.
In arriving at the level of payments for 2000, the Committee considered that
2000 EPS (excluding one-time items) represented a six percent increase over
1999, average business unit performance was 106% of commitment, and ROIC was
below the average of the peer group. Payments among businesses ranged from 58%
to 151% of the average.
Variable compensation payments for 2000 were 41% of the maximum amount
available under the VCP limit. Over the past ten years, the Committee has
approved payments on average of 51% of the maximum available.
Stock Performance Plan
Stock options are granted to provide an incentive primarily for employees
responsible for the growth and success of the Company. Stock option grants are
also intended to encourage the ownership of DuPont stock and thereby further the
identity of interests of optionees with those of the Company's stockholders.
14
About 1,900 employees, including executive officers, key leaders in all global
regions and middle management, received grants in 2000.
The Committee has established stock option targets for each participating level
of responsibility within the Company based on a survey conducted by Frederic W.
Cook & Co., Inc. of 39 large industrial companies. The consulting firm's survey
included seven of the peer group companies used for the total annual
compensation and stock performance graph referenced above, as well as other
publicly traded companies with multibillion dollar revenues. This broader group
of companies, rather than the peer group, is used for determining long-term
compensation because of the greater variability in value of long-term
compensation plans. Corporate financial performance may be considered by the
Committee in determining the number of stock options granted. Targets for
DuPont are set to be near the median long-term incentive opportunity granted by
the survey group.
Stock options are typically granted annually. Individual grants may range from
50% to 150% of the target for each level of responsibility to reflect
employees' future potential and individual performance including achievement of
critical operating tasks in such areas as organizational capacity and strategic
positioning. In addition to annual grants, special stock option grants are made
to employees to recognize advancement to key senior management positions and to
recognize significant achievements. Typically, annual grants are made at market
price on the date of grant and, after they become exercisable over a multiyear
vesting period, have value only if the price of DuPont Common Stock has
increased to a value greater than at the grant date.
A reload feature is available to facilitate stock ownership by management.
Participants are eligible for reload options upon the exercise of previously
granted stock options with the condition that shares received from the exercise
are held for at least two years. Reloads are granted as nonqualified stock
options at fair market value and have a term equal to the remaining term of the
original option. Reload options do not increase the combined number of shares
and options held by the executive prior to the exercise.
Restricted stock or stock units may also be granted under the Stock Performance
Plan as a component of competitive long-term compensation. Grants are made very
selectively to attract, retain or reward individuals in specific situations.
Restricted stock is awarded to more closely align the interests of the
recipient with the long-term success of the Company. Typically, restricted
stock must be held for a minimum period of at least three years.
15
Compensation for the Chief
Executive Officer (CEO)
In 1990 the Committee changed the practice of tracking the total annual
compensation of CEOs of the peer group to determine the compensation of
DuPont's CEO. This was done to address concerns over the upward spiral of CEO
compensation and the widening divergence in CEO compensation compared to the
compensation of the average employee. To accomplish this, the position of
DuPont's Senior Vice President was used as the benchmark tie to the peer group
rather than the CEO. The compensation of DuPont's CEO has continued to be
impacted by the practice of using the internal benchmark.
Mr. Holliday did not receive a salary increase in 1999. He received a $40,000
increase effective January 1, 2000, bringing his salary for the year to
$1,040,000. This four percent increase was consistent with the salary
adjustments granted to other senior managers. He received a stock option grant
of 300,000 options, the target for his level.
Mr. Holliday's variable compensation grant for 2000 of $1,700,000 was 100% of
the target for the CEO position. This grant was based on his strong leadership
as reflected in the Company's business results. Meaningful underlying earnings
per share growth of six percent was achieved in 2000 for the first time in five
years while facing $1 billion of increased energy and raw materials costs. Mr.
Holliday led the organization's successful effort to increase revenue by five
percent. He championed the Company's major thrust to improve productivity
through the use of Six Sigma and increase revenue through focus on knowledge
intensity. Mr. Holliday's 2000 variable compensation grant was consistent with
Company performance and with the grants awarded to other corporate employees.
* * * * *
The federal tax laws impose requirements in order for compensation payable to
the CEO and certain executive officers to be fully deductible. The Company has
taken appropriate actions to preserve its income tax deduction.
The Compensation Committee believes the executive compensation programs and
practices described above are competitive. They are designed to provide
increased compensation with improved financial results and provide additional
opportunity for capital accumulation, but only if shareholder value is
increased.
COMPENSATION COMMITTEE
Lois D. Juliber, Chair
Alain J. P. Belda
H. Rodney Sharp, III
16
COMPENSATION AND STOCK OPTION INFORMATION
The following table shows information about the compensation of the Company's
chief executive officer and four other highest paid executive officers. Two
additional tables provide detailed information about these employees' stock
options.
SUMMARY COMPENSATION TABLE
Long-Term
Annual Compensation Compensation
Variable Other Restricted Shares All
Compensation Annual Stock Underlying Other
Name and (Bonus) Compensation Awards Options Compensation
Principal Position Year Salary (/1/) (/2/) Granted (/3/)
---------------------------------------------------------------------------------------------------------
C. O. Holliday, Jr. 2000 $1,040,000 $1,700,000 -- -- 300,000 $30,900
Chairman 1999 1,000,000 1,800,000 -- -- 1,012,529 30,000
& Chief Executive Officer 1998 972,663 1,700,000 -- $1,085,410 230,000 28,360
R. R. Goodmanson (/4/) 2000 601,670 840,000 -- -- 147,000 18,337
Executive Vice President 1999 366,680 550,000 -- 988,666 150,000 --
& Chief Operating Officer 1998 -- -- -- -- -- --
G. M. Pfeiffer 2000 411,600 475,000 -- 389,524 56,000 12,258
Senior Vice President 1999 370,400 443,000 -- -- 34,800 10,911
& Chief Financial Officer 1998 302,400 300,000 -- 74,287 37,115 9,036
S. J. Mobley 2000 432,000 425,000 -- -- 48,400 12,915
Senior Vice President, 1999 389,100 358,000 -- -- 41,700 11,562
Chief Administrative 1998 371,200 328,000 -- -- 35,600 11,103
Officer & General Counsel
J. A. Miller, Jr. (/5/) 2000 400,200 310,000 -- -- 33,900 11,961
Senior Vice President 1999 382,600 315,000 -- -- 39,600 10,908
& Chief Science and 1998 351,000 291,000 -- -- 33,500 5,236
Technology Officer
(1) On average, about 25% of variable compensation is paid in DuPont Common
Stock.
(2) For 2000 grant, reflects value as of December 31, 2000, at closing
price of $48.3125 of restricted stock awarded under DuPont Stock
Performance Plan with a vesting period of three years. G. M. Pfeiffer
received 8,000 restricted stock units in September 2000 at a grant
price of $47 per share. At December 31, 2000, the following executive
officers held restricted stock in the following aggregate numbers and
values based on $48.3125 closing price per share: C. O. Holliday, Jr.,
21,555 shares, $1,041,382; R. R. Goodmanson, 15,632 shares, $755,241;
and G. M. Pfeiffer, 9,538 shares, $460,835. Dividends on restricted
stock are credited to grantees as additional units of restricted stock.
(3) The Company's matching contributions made pursuant to the Company's
savings plans, including the following amounts credited under the
related savings restoration plan in 2000: $26,050 for C. O. Holliday, Jr.;
$13,237 for R. R. Goodmanson; $7,408 for G. M. Pfeiffer; $8,065 for
S. J. Mobley; and $7,111 for J. A. Miller, Jr.
(4) R. R. Goodmanson joined the Company effective May 1, 1999.
(5) J. A. Miller, Jr. ceased being an executive officer of the Company
effective February 15, 2001 in connection with his announced
retirement.
17
OPTION GRANTS TABLE
Potential Realizable Value at
Assumed Annual Rates of
Stock Price Appreciation
Individual Option Grants in 2000 (/1/) For Option Term(/3/)
--------------------------------------------------------------------------------------------------------
Percent
Number of of
Shares Total
Underlying Options
Options Granted Exercise Expiration
Name Granted in 2000 Price(/2/) Date 0% 5% 10%
--------------------------------------------------------------------------------------------------------
C. O. Holliday, Jr. 300,000 2.06% $61.00 2/1/10 0 $11,505,000 $29,175,000
R. R. Goodmanson 97,000 .66 61.00 2/1/10 0 3,719,950 9,433,250
50,000 .34 53.00 3/15/10 0 2,317,500 5,262,500
G. M. Pfeiffer 56,000 .38 61.00 2/1/10 0 2,147,600 5,446,000
S. J. Mobley 48,400 .33 61.00 2/1/10 0 1,856,140 4,706,900
J. A. Miller, Jr.
(/4/) 33,900 .23 61.00 2/1/10 0 1,300,065 3,296,775
--------------------------------------------------------------------------------------------------------
All Stockholders' Gains Increase in market value of DuPont
Common Stock at assumed rates of stock
price appreciation(/5/) $41,603,637,240 $105,500,748,933
All Optionees' Gains As a percent of all stockholders' 1.34% 1.34%
gains(/6/)
--------------------------------------------------------------------------------
(1) Stock options are exercisable beginning one to three years from date of
grant and have a term of ten years. The closing price of DuPont Common
Stock on the NYSE-Composite Transactions Tape must be at least 120% of
the option price for five consecutive trading days for the options to
be exercisable.
(2) The exercise price is the average of the high and low prices of DuPont
Common Stock as reported on the NYSE-Composite Transactions Tape on the
date of grant.
(3) Represents total appreciation over the exercise price at the assumed
annual appreciation rates of 0%, 5% and 10% compounded annually for the
term of the option.
(4) J. A. Miller, Jr. ceased being an executive officer of the Company
effective February 15, 2001 in connection with his announced
retirement.
(5) Calculated from the $61.00 exercise price applicable to options granted
in connection with the normal annual grant under the Stock Performance
Plan in 2000 based on the 1,084,840,606 shares outstanding on the
February 2, 2000 grant date for those options.
(6) Represents potential realizable value for all options granted under the
Stock Performance Plan in 2000 as compared to the increase in market
value of DuPont Common Stock at assumed rates of stock price
appreciation. Potential realizable value for all options granted in
2000 is calculated from the $61.00 exercise price applicable to options
granted in connection with the normal annual grant under the Plan.
18
AGGREGATED 2000 OPTION EXERCISES/
YEAR-END 2000 OPTION VALUES TABLE
Value of Unexercised
Shares Underlying In-the-Money Options
Option Unexercised Options Held at Dec. 31,
Exercises in 2000 Held at Dec. 31, 2000 2000(/2/)
Shares
Underlying Value
Name Options Realized(/1/) Exercisable Unexercisable Exercisable Unexercisable
-------------------------------------------------------------------------------------------------------
C. O. Holliday, Jr. -- -- 702,051 1,368,269 $ 179,990 --
R. R. Goodmanson -- -- 49,999 247,001 -- --
G. M. Pfeiffer -- -- 81,424 110,303 100,828 --
S. J. Mobley 21,200 $559,150 240,631 133,669 3,079,038 --
J. A. Miller, Jr. (/3/) 10,300 274,881 241,031 117,069 3,220,119 --
(1) Represents the pre-tax gain, the difference between the market value of
the option shares on the date of exercise and the exercise price.
(2) Represents the closing price for DuPont Common Stock on December 31, 2000
of $48.3125 less the exercise price for all outstanding exercisable and
unexercisable options for which the exercise price is less than the
closing price. Exercisable options have been held at least one year from
the date of grant (or six months in the case of reload options) and have
met applicable stock price hurdles. Unexercisable options have either not
met the applicable vesting requirements or price hurdles.
(3) J. A. Miller, Jr. ceased being an executive officer of the Company
effective February 15, 2001 in connection with his announced retirement.
Employment Arrangement
The Company generally does not enter into employment agreements with executive
officers. However, in connection with R. R. Goodmanson's joining the Company
effective May 1, 1999 as a mid-career hire in the position of Executive Vice
President, the Company agreed to provide him with a guaranteed annual salary
and bonus of $1,150,020 through December 2001, enhanced severance payments in
the event of termination by the Company before May 1, 2004 based on two years'
salary at termination plus two times the value of Mr. Goodmanson's last annual
variable compensation grant, and other compensation as reflected in the
Summary Compensation Table on page 17.
19
Stock Performance Information
The following graph presents the cumulative, five-year total return for DuPont
Common Stock compared with the S&P 500 Stock Index and a peer group of
companies. DuPont has used this peer group for several years to compare
compensation for senior management, and two of the nine companies are direct
competitors. The peer group companies are: Dow, Eastman Kodak, ExxonMobil,
Ford, General Electric, International Business Machines, Minnesota Mining and
Manufacturing, Union Carbide and Xerox.
[GRAPH]
1995 1996 1997 1998 1999 2000
DuPont........... $100 $138.4 $180.4 $162.8 $207.0 $156.4
S&P 500.......... 100 123.0 164.0 210.8 255.2 231.9
Peer Group....... 100 134.3 182.0 258.0 325.5 306.3
The graph assumes that the value of DuPont Common Stock, the S&P 500 Stock
Index, and the peer group of companies was each $100 on December 31, 1995 and
that all dividends were reinvested. The peer group is weighted by market
capitalization.
20
Retirement Benefits
Retirement benefits for DuPont employees under the DuPont Pension and
Retirement Plan are based on an employee's years of service and average monthly
pay during the employee's three highest-paid years. "Average monthly pay"
includes regular compensation and 100% of annual variable compensation
payments, but excludes other bonuses and compensation over the limits imposed
by the Internal Revenue Code. The Internal Revenue Code limits the amount of
annual benefits that can be paid from the pension trust. Retirement benefits in
excess of these limitations are paid from the Company's general revenues under
separate, nonfunded pension restoration plans.
Estimated Annual Retirement
Benefits Based on Service of:
---------------------------------------------------------------------------------
Salary and
Variable
Compensation 30 Years 35 Years 40 Years 45 Years
---------------------------------------------------------------------------------
$ 550,000 $ 239,000 $ 280,000 $ 321,000 $ 362,000
---------------------------------------------------------------------------------
1,100,000 486,000 568,000 651,000 733,000
---------------------------------------------------------------------------------
1,650,000 734,000 857,000 981,000 1,105,000
---------------------------------------------------------------------------------
2,200,000 981,000 1,146,000 1,311,000 1,476,000
---------------------------------------------------------------------------------
2,750,000 1,229,000 1,435,000 1,641,000 1,847,000
---------------------------------------------------------------------------------
3,300,000 1,476,000 1,723,000 1,971,000 2,218,000
The table above illustrates the straight life annuity amounts payable under the
DuPont Pension and Retirement Plan and pension restoration plans to DuPont
employees retiring at age 65 in 2001. As of normal retirement age (65), the
years of service credited for retirement benefits for active DuPont employees
named in the Summary Compensation Table on page 17 would be as follows: 43
years for C. O. Holliday, Jr., 13 years for R. R. Goodmanson, 40 years for
G. M. Pfeiffer, 38 years for S. J. Mobley and 41 years for J. A. Miller, Jr.
21
2 - RATIFICATION OF INDEPENDENT ACCOUNTANTS
Article III, Section 5, of the Bylaws provides that it shall be the duty of the
Audit Committee to employ, subject to stockholder ratification at each annual
meeting, independent accountants to audit the books of account, accounting
procedures and financial statements of the Company for the year and to perform
such other duties as prescribed from time to time by the Audit Committee. On
April 26, 2000, the stockholders ratified the appointment by the Audit
Committee of PricewaterhouseCoopers LLP (PwC) to perform the functions assigned
to it in accordance with the Bylaws.
PwC has served as independent accountants of the Company continuously since
1954. It is believed that its knowledge of the Company's business gained
through this period of service is most valuable. Partners and employees of the
firm who work on the Company's account are periodically changed, thus giving
the Company the benefit of new thinking and approaches in the audit area.
During 2000, PwC audited the Company's annual consolidated financial statements
and those of a significant majority of its subsidiaries, reviewed financial
information in filings with the Securities and Exchange Commission and other
regulatory agencies, and provided various nonaudit services, including benefit
plan administration services, tax services and other business advisory
services. When appropriate, the Company seeks competitive bids for nonaudit
services.
Fees for services provided by PwC were as follows:
Audit Fees $7 million
Financial Information Systems
Design & Implementation Fees None
All Other Fees $30 million
Subject to ratification by the holders of DuPont Common Stock, the Audit
Committee has reemployed PwC as independent accountants to audit the Company's
consolidated financial statements for the year 2001 and to render other
services as required of them.
Representatives of PwC are expected to be present at the meeting and will have
an opportunity to address the meeting and respond to appropriate questions.
The Board of Directors recommends that you vote "FOR" the following resolution:
RESOLVED: That the action of the Audit Committee in employing
PricewaterhouseCoopers LLP as independent accountants for the year 2001 to
perform the functions assigned to them in accordance with Article III, Section
5, of the Bylaws of E. I. du Pont de Nemours and Company hereby is ratified.
22
3 - STOCKHOLDER PROPOSAL
ON POLITICAL NONPARTISANSHIP
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington, DC, owner of 300 shares of DuPont Common Stock, has
given notice that she will introduce the following resolution and statement in
support thereof:
RESOLVED: That the stockholders of DuPont, assembled in Annual Meeting in
person and by proxy, hereby recommend that the Corporation affirm its
political nonpartisanship. To this end the following practices are to be
avoided:
(a) The handing of contribution cards of a single political party to an
employee by a supervisor.
(b) Requesting an employee to send a political contribution to an individual
in the Corporation for a subsequent delivery as part of a group of
contributions to a political party or fund raising committee.
(c) Requesting an employee to issue personal checks blank as to payee for
subsequent forwarding to a political party, committee or candidate.
(d) Using supervisory meetings to announce that contribution cards of one
party are available and that anyone desiring cards of a different party
will be supplied one on request to his supervisor.
(e) Placing a preponderance of contribution cards of one party at mail station
locations.
Stockholder's Statement
REASONS: The Corporation must deal with a great number of governmental units,
commissions and agencies. It should maintain scrupulous political neutrality
to avoid embarrassing entanglements detrimental to its business. Above all, it
must avoid the appearance of coercion in encouraging its employees to make
political contributions against their personal inclination. The Troy (Ohio)
News has condemned partisan solicitation for political purposes by managers in
a local company (not DuPont). And if the Company did not engage in any of the
above practices to disclose this to ALL shareholders in each quarterly report.
Last year the owners of 36,952,400 shares, representing approximately 5.6% of
shares voting, voted FOR this resolution.
If you AGREE, please mark your proxy FOR this resolution.
Position of the Board of Directors
The Board of Directors
recommends that you vote
"AGAINST" this proposal.
DuPont's policy is that no overt or indirect pressure in any form is to be
directed toward employees to make any political contribution or participate in
the support of a political party or the political candidacy of any individual.
At the same time, employees are encouraged to exercise their responsibilities
as citizens and to vote and be involved in the political process.
The Board believes that the Company's policy goes further than the proposal
and accomplishes the purpose of the proposal to avoid coercion of employees
and embarrassment to the Company.
23
4 - STOCKHOLDER PROPOSAL
ON EMPLOYMENT MATTERS
Thomas T. Gniewek, Jr. of 123 Norwood Drive, Camden, Tennessee 38320, owner of
1,334 shares of DuPont Common Stock, has given notice that he will introduce
the following resolution and statement in support thereof:
RESOLVED: Stockholders request the Board of Directors prepare a report, at
reasonable cost and excluding confidential information, to be made available
to shareholders four months from the date of the annual meeting on our
progress in response to the Glass Ceiling Commission's business
recommendations including a review of:
(1) Steps Company has taken to use the Glass Ceiling Commission Report and
management's recommendations flowing from it.
(2) Company-wide policies addressing leadership development, employee
mentoring, workforce diversity initiatives and family friendly programs.
(3) Explanations of how executive compensation packages and performance
evaluations integrate Company efforts in breaking the glass ceiling.
(4) The top one hundred or one percent of Company wage earners broken down by
gender.
Stockholder's Statement
The term "glass ceiling" was first used in a 1985 Wall Street Journal article
to describe an artificial barrier to the advancement of women into corporate
management positions. Senator Robert Dole introduced the Glass Ceiling Act, as
part of Title II of the Civil Rights Act of 1991. President Bush signed the 1991
Civil Rights Act establishing a bipartisan twenty-nine member Glass Ceiling
Commission. The Commission was charged with preparing recommendations on the
glass ceiling issue for the President and corporate leaders.
In 1991, then Secretary of Labor Lynn Martin completed the Glass Ceiling
Initiative Report. Senator Dole praised the report, "[this] confirm[s] what
many of us have suspected all along--the existence of invisible, artificial
barriers blocking women and minorities from advancing up the corporate ladder
to management and executive level positions" and "for this Senator, the issue
boils down to ensuring equal access and equal opportunity."
Chairperson of the Glass Ceiling Commission Robert Reich stated, "The glass
ceiling is not only an egregious denial of social justice that affects two-
thirds of the population, but a serious economic problem that takes a huge
financial toll on American business." And ". . . we need to attract and retain
the best, most flexible workers and leaders available, for all levels of the
organization."
The stated vision of the Glass Ceiling Commission is "a national corporate
leadership fully aware that shifting demographics and economic restructuring
make diversity at management and decision making levels a prerequisite for the
24
long term success of the United States in domestic and global market places."
The report revealed that women made up 47.5 percent of the total workforce and
earned over half of all Masters degrees, yet 95 percent of senior-level managers
remain men. Women today earn about $.72 for every dollar earned by men.
The Glass Ceiling Commission Report, released in 1995, confirms inclusiveness
in the workplace has had a positive impact on the bottom line. A 1993 study of
the Standard and Poor 500 companies revealed, ". . . firms that succeed in
shattering their own glass ceiling racked up stock-market records that were
really two and one half times better than otherwise comparable companies."
We believe top management positions should more closely reflect the people in
the workforce and marketplace if our Company is going to remain competitive.
Position of the Board of Directors
The Board of Directors
recommends that you vote
"AGAINST" this proposal.
DuPont shares a commitment to diversity in the composition of its workforce.
This commitment is grounded in the knowledge that diversity makes DuPont a
better, more competitive company. DuPont recognizes that a diverse workforce
generates diverse thinking and new and different perspectives, which result in
the innovative products and services the Company offers.
DuPont has long been considered a leader in the area of workplace diversity and
its efforts have been well publicized. In addition, the Company has earned
international recognition for its pioneering race and gender awareness
programs, recruitment efforts, mentoring and leadership development
initiatives, and policies for working parents. The Company has made continuing
progress in recruiting, hiring, developing and promoting white women and people
of color. DuPont remains committed to further enhancing and expanding these
efforts.
The composition of the Company's workforce and DuPont's sustained commitment to
diversity are evidence of the effectiveness of the Company's efforts to ensure
fair treatment of all individuals in hiring and advancement. The Board
therefore believes that the Company is addressing the objectives of the
proposal.
25
5 - STOCKHOLDER PROPOSAL
ON PLANT CLOSURE
The International Brotherhood of DuPont Workers, P.O. Box 16333, Louisville,
Kentucky, owner of 60 shares of DuPont Common Stock, has given notice that it
will introduce the following resolution and statement in support thereof:
RESOLVED: That the stockholders of E. I. du Pont de Nemours and Company,
assembled in annual meeting and by proxy, hereby request that the Board of
Directors consider the following nonbinding proposal: That it create a
committee, with members drawn from the employee work force of DuPont, the union
leadership of DuPont, the management of DuPont, and any necessary independent
consultants, to report to the Board of Directors regarding the impact to
communities as a result of the closure of DuPont plants and alternatives that
can be developed to help mitigate the impact of such closure in the future.
Stockholder's Statement
DuPont continues to close or sharply reduce the size of a great number of its
plants across the United States. Over the last decade, total U.S. employment
has been cut from about 100,000 to just over 56,000.
Employees who lost their jobs as a result of these plant closures had often
been with DuPont for many years. Yet once terminated, these employees could
expect to receive a pension reduced 5% for each year they were under the age of
58 and 5% for each year of service less than 27. In short, pensions were
slashed and the communities the plants were located in were devastated.
Astonishingly, the original writers of the pension plan did not envision plant
closures as a likely occurrence. Indeed, the plan summary, as written in 1979,
states that it was "very unlikely" that an employee would be forced into
retirement because of a severe downturn in business or a plant shutdown. For
this reason, it was envisioned that reductions in pension would occur only when
an employee voluntarily retired or where an employee was terminated for cause.
Yet it is plant reductions and closures that have caused such dramatic
reductions in employment since the mid-1980's. And because of the harsh impact
of such a layoff on an employee's pension, the communities in which the plants
are located have suffered accordingly.
There are other, equally substantial costs to the community when a plant is
closed. In a number of locations there have been environmental issues that have
made it virtually impossible for a closed plant to be put to productive use.
The community is left with not only an eyesore, but one that cannot be put to
use for substantial economic benefit. The buildings simply remain, undergoing
gradual deterioration.
DuPont often concludes that it has no option but to close a plant, particularly
those in its old line industries such as fibers and chemicals. For this reason,
it is imperative that attention be paid to the impact of these closures on the
communities in which the plants are located. Establishing the proposed
26
committee will be a first step toward understanding and dealing with future
plant closings.
This proposal was voted on at the 2000 Annual Meeting and received support from
9.5% of the shareholders who voted. It warrants the support of all
shareholders.
Position of the Board of Directors
The Board of Directors
recommends that you vote
"AGAINST" this proposal.
DuPont shares the proponent's desire to minimize the potential impact on
employees and communities where a plant reduction or closure occurs. In the
limited circumstances where reduction or closure of a DuPont facility has been
necessary, DuPont has worked closely with local community leaders, union
representatives and other affected parties to address concerns. The Board of
Directors believes it already receives appropriate information about plant
closings and reductions, and therefore believes the proposed report to the
Board is unnecessary.
DuPont provides a wide range of resources and benefits to employees impacted by
a plant closure or reduction. Employment opportunities at other DuPont
facilities are communicated to employees so they can take advantage of such
positions if they wish to continue their employment with the Company at another
location. If employees do not continue employment with DuPont at another
facility, the Company offers a comprehensive separation package, including,
among other benefits, Career Transition Financial Assistance. In addition to
severance payments, outplacement assistance, education and retraining grants of
up to $5,000 per employee and continuation of health care benefits are provided
for a transition period.
It is the Company's practice to provide the community affected by a plant
closure or reduction with significant advance notice of the decision, and to
communicate and work closely with community leaders to help minimize any impact
the reduction or closure may have on the community at large.
27
6 - STOCKHOLDER PROPOSAL ON
INTERNATIONAL WORKPLACE STANDARDS
The International Brotherhood of Teamsters General Fund, 25 Louisiana Avenue,
NW, Washington, DC, owner of 90 shares of DuPont Common Stock, has given notice
that it will introduce the following resolution and statement in support
thereof:
RESOLVED: That the Board of Directors of E. I. du Pont de Nemours and Company
(DuPont) shall adopt, implement and enforce the workplace Code of Conduct
(Code) as based on the International Labor Organization's (ILO) Conventions 29,
87, 98, 100, 105, 111, 135 and 138 on workplace human rights, which include:
- No use of child labor.
- No discrimination or intimidation in employment. DuPont shall provide
equality of opportunity and treatment regardless of race, color, sex, or
other distinguishing characteristics.
- All workers have the right to form and join unions and to bargain
collectively.
- Workers' representatives shall not be subject to discrimination and have
access to all workplaces necessary in carrying out their representation
functions.
- No use of forced, including bonded or voluntary prison, labor. Employment
shall be freely chosen.
Stockholder's Statement
As a global institution, DuPont and its international operations and sourcing
arrangements are exposed to sundry risks. Adoption of this proposal manages the
risk of being a party to serious human rights violations in the workplace.
DuPont operates or has business relationships in a number of countries,
including China, Indonesia and Thailand, where, the U.S. State Department,
Amnesty International, and/or Human Rights Watch indicate law and/or public
policy do not adequately protect human rights. To wit:
Thailand: "Forced labor and illegal child labor also remain problems." (1999
Country Reports on Human Rights Practices: Thailand, U.S. Department of State)
Indonesia: "Reports of violence against women, including rape, were received
throughout the year. In some cases women were raped or held in sexual slavery
in retaliation for the political activities of their male relatives. There were
persistent reports of sexual violence against women in refugee camps in West
Timor." (Amnesty International Annual Report 2000: Indonesia)
China: "Violence against women, including coercive family planning practices--
which sometimes include forced abortion and forced sterilization; prostitution;
discrimination against women; trafficking in women and children; abuse of
children; and discrimination against the disabled and minorities are all
problems. The Government continued to restrict tightly worker rights, and
forced labor in prison facilities remains a serious problem. Child labor
persists." (1999 Country Reports on Human Rights Practices: China, U.S.
Department of State)
The success of DuPont's operations depends on consumer and governmental good
will. Brand name is a significant asset. DuPont benefits from adopting
28
and enforcing the Code ensuring that it isn't associated with human rights
violations. This protects DuPont's brand names and/or its relationships with
customers and the numerous governments under which DuPont operates and with
which it does business.
Additionally, institutional investors are increasingly concerned with the
impact of company workplace practices on shareholder value. Several of the
world's largest pension funds have adopted responsible contractor and workplace
practice guidelines. Adopting the Code increases attractiveness to the
institutional investor community.
The shareholders urge the Board to issue annual reports on the status of
DuPont's adoption, implementation and enforcement of the above-stated code.
Position of the Board of Directors
The Board of Directors
recommends that you vote
"AGAINST" this proposal.
DuPont is committed to conducting its business affairs with the highest ethical
standards, and works diligently to be a respected corporate citizen throughout
the world. The Company has had in place for many years an Ethics Policy,
Mission Statement and Code of Business Conduct addressing many of the issues
covered in the standards proposed for adoption. These corporate policies and
procedures are applicable to all employees in all DuPont businesses around the
globe.
The Company's Business Conduct Guide, for example, emphasizes the
responsibility of each employee to comply with all applicable laws and stresses
the Company's zero tolerance policy on discrimination and harassment. The
Ethics Policy requires employees to confirm on an annual compliance statement
that they have conducted business in accordance with the Company's standards.
The proposal also calls for a series of annual reports on the status of the
adoption, implementation and enforcement of the proposed code. This data
gathering and report preparation would duplicate many aspects of the annual
compliance statements and would thus impose a significant and unnecessary cost
on the Company without providing shareholders or employees with any additional
benefit.
The Company is supportive of the general intent of the proposal and similar
international workplace standards suggested by other organizations for
adoption. The Company reviews on an ongoing basis codes offered by a wide
variety of organizations, and examines its own policies and practices in light
of the provisions of the proposed codes. The Company also meets with advocates
of codes to explore issues of mutual concern. These efforts will continue. The
Company therefore believes adoption of the proposed code is unnecessary.
Other Matters
The Board of Directors knows of no other proposals that may properly be
presented for consideration at the meeting but, if other matters do properly
come before the meeting, the persons named in the proxy will vote your shares
according to their best judgment.
29
APPENDIX "A"
E. I. DU PONT DE NEMOURS AND COMPANY
AUDIT COMMITTEE CHARTER
I. PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities relating to
1) Monitoring the quality, reliability and integrity of the Company's
external financial reporting process;
2) The adequacy of the Company's internal controls particularly with
respect to the Company's compliance with legal and regulatory
requirements and corporate policy; and
3) The independence and performance of the Company's independent
accountants, who shall be ultimately accountable to the Audit
Committee and the Board of Directors.
II. RESPONSIBILITIES
The Audit Committee's responsibilities shall include:
. Subject to shareholder approval, nominating, employing and replacing the
independent accountants to audit the financial statements of the Company.
. Reviewing and appraising the audit efforts of the Company's independent
accountants.
. Ensuring that the independent accountants submit, at least annually, to the
Audit Committee a formal, written statement delineating all relationships
between the independent accountants and the Company. The Audit Committee is
responsible for actively engaging in a dialogue with the independent
accountants with respect to any disclosed relationships or services that may
impact the objectivity and independence of the independent accountants. As
appropriate, the Audit Committee shall recommend that the Board of Directors
take appropriate action in response to the independent accountants' report to
satisfy itself of their independence.
. Reviewing with management and the independent accountants the audited
financial statements to be included in the Company's Annual Report on
Form 10-K. Such review shall include discussing with the independent
accountants those matters required to be discussed under generally accepted
auditing standards.
. Reviewing with management and the independent accountants the Company's
financial information to be included in its quarterly reports on Form 10-Q
prior to filing such reports with the Securities and Exchange Commission.
Such review shall include discussing with the independent accountants those
matters required to be discussed under generally accepted auditing standards.
The Chair of the Audit Committee, or the Chair's designee, may represent it
for the purposes of the review with management and the independent
accountants.
. Reviewing and appraising the audit efforts of the Company's Internal Audit
organization.
A-1
. Meeting with management periodically to review the Company's major financial
risk exposures and the steps management has taken to monitor and control such
exposures.
. Approving the appointment or removal of the Vice President and General
Auditor.
. Providing an open avenue of communication among and individually with the
independent accountants, financial and senior management, the Internal Audit
organization, and the Board of Directors, and taking appropriate actions
resulting from this interaction.
. Reviewing and assessing the adequacy of this Charter on an annual basis and
recommending changes, if any, to the Board of Directors.
III. COMPOSITION
The Audit Committee shall be comprised of at least three independent
directors each of whom shall be free from any relationship that, in the opinion
of the Board, would interfere with the exercise of his or her independent
judgment as a member of the Committee. All of the members of the Audit
Committee shall be financially literate or become so within a reasonable period
of time after his or her appointment to the Audit Committee. At least one
member of the Committee should have accounting or related financial management
expertise.
The members of the Audit Committee shall be elected by the Board at the
annual organizational meeting of the Board. The members of the Audit Committee
shall serve until their successors shall be duly elected and qualified.
The Audit Committee shall have the authority to retain special legal,
accounting or other consultants to advise it. The Audit Committee may request
any officer or employee of the Company or the Company's outside counsel or
independent accountants to attend a meeting of or to meet with any members of,
or consultants to, the Audit Committee.
IV. MEETINGS
The Committee shall meet at least four times annually. As part of its job to
foster open communication, the Committee shall meet at least annually with
management, the Vice President and General Auditor and the independent
accountants in separate executive sessions to discuss any matters that the
Committee or each of these groups believe should be discussed privately.
V. LIMITATION OF DUTIES
While the Audit Committee has the responsibilities and powers set forth in
the Charter, it is not the duty of the Audit Committee to plan or conduct
audits or to determine that the Company's financial statements are complete,
accurate and in accordance with generally accepted accounting principles. This
is the responsibility of management and the independent accountants. It is not
the duty of the Audit Committee to investigate or resolve disagreements, if
any, between management and the independent accountants or to assure compliance
with laws, regulations and the Company's Business Conduct Guide.
Adopted June 2000
A-2
DIRECTIONS TO THE PLAYHOUSE THEATRE
From Philadelphia on I-95 South
1. Follow I-95 South to Wilmington.
2. From right lane take Exit 7A marked "52 South, Delaware Ave."
3. Follow exit road (11th Street) marked "52 South, Business District".
4. Continue on 11th Street bearing left through Delaware Avenue intersection to
parking.
5. The Playhouse Theatre is in the Hotel du Pont Building.
From Baltimore on I-95 North
1. Follow I-95 North to Wilmington Exit 7 marked "Route 52, Delaware Avenue".
2. From right lane take Exit 7 onto Adams Street.
3. At the third traffic light on Adams Street, turn right onto 11th Street.
4. Follow 11th Street marked "52 South, Business District", bearing left
through Delaware Avenue intersection to parking.
5. The Playhouse Theatre is in the Hotel du Pont Building.
[MAP]
www.dupont.com
[LOGO OF RECYCLED PAPER] Printed On Recycled Paper
P
R
O [LOGO]
X
Y PROXY/VOTING INSTRUCTION CARD
E. I. DU PONT DE NEMOURS AND COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints C. J. Crawford, C. O. Holliday, Jr., and
C. M. Vest, or any of them, each with power of substitution, as proxies for the
undersigned to vote all shares of Common Stock of said Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on April 25, 2001, and any adjournments thereof, as hereinafter specified and,
in their discretion, upon such other matters as may properly come before the
meeting. The undersigned hereby revokes all proxies previously given.
As described on page 1 of the proxy statement, this proxy also provides voting
instructions for shares held for the account of the undersigned in certain
employee savings plans. A trustee for each plan will vote these shares as
directed provided your voting instruction is received by April 19, 2001. A
trustee for an employee savings plan may vote in its discretion all shares held
in the plan for which no voting instructions are received. Other shares owned by
you will be voted only if you sign and return a proxy card, vote by Internet or
telephone, or attend the meeting and vote by ballot.
On matters for which you do not specify a choice, your shares will be voted in
accordance with the recommendation of the Board of Directors.
(Change of Address/Comments)
Nominees for the Election of Directors are:
------------------------------------------- --------------------------------
01. A. J. P. Belda 08. G. Lindahl
02. C. J. Crawford 09. M. Naitoh --------------------------------
03. L. C. Duemling 10. W. K. Reilly
04. E. B. du Pont 11. H. R. Sharp, III --------------------------------
05. C. O. Holliday, Jr. 12. C. M. Vest
06. D. C. Hopkins --------------------------------
07. L. D. Juliber (If you have written in the
above space, please mark the
corresponding box on the
reverse side of this card)
Your shares will not be voted unless you vote by internet or telephone as
described on the reverse side, or sign and return this card
--------------------------------------------------------------------------------
FOLD AND DETACH HERE - IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
E. I. DU PONT DE NEMOURS
AND COMPANY
Annual Meeting of Stockholders
April 25, 2001
10:30 a.m.
The Playhouse Theatre
DuPont Building
1007 Market Street
Wilmington, Delaware
[X]Please mark your
votes as in this
example.
When properly executed this proxy will be voted in the manner directed herein.
If no direction is made, this proxy will be voted FOR proposals 1 and 2 and
AGAINST proposals 3 through 6.
The Board of Directors recommends a vote "FOR" Board proposals 1 and 2.
------------------------------------------------------------------------
FOR WITHHELD
1. On Election [ ] [ ]
of Directors.
(see reverse)
2. On Independent Accountants FOR AGAINST ABSTAIN
[ ] [ ] [ ]
To withhold authority to vote for any nominee, specify name below:
-------------------------------------------------------
The Board of Directors recommends a vote "AGAINST" the following stockholder
proposals.
3. On Political Nonpartisanship FOR AGAINST ABSTAIN
[ ] [ ] [ ]
4. On Employment Matters FOR AGAINST ABSTAIN
[ ] [ ] [ ]
5. On Plant Closure FOR AGAINST ABSTAIN
[ ] [ ] [ ]
6. On International Workplace FOR AGAINST ABSTAIN
Standards [ ] [ ] [ ]
Send Annual Meeting Ticket [ ]
Discontinue Annual Report Mailing for this Account [ ]
Change of Address/Comments [ ]
SIGNATURE(S)_________________________________________ DATE___________________
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. If the signer is a corporation, sign the full corporate
name by duly authorized officer.
--------------------------------------------------------------------------------
FOLD AND DETACH HERE - IF YOU ARE RETURNING YOUR PROXY CARD BY MAIL
VOTE BY INTERNET OR BY TELEPHONE
Quick & Easy - 24 hours a day, 7 days a week
DuPont encourages stockholders to take advantage of two cost-effective and
convenient alternatives to vote your shares-by Internet or telephone.
Log onto the Internet and type: http://www.eproxyvote.com/dd
. Have this proxy form ready and follow the simple instructions on the web
site.
. You will be able to elect to access future Annual Meeting proxy materials
via the Internet.
On a touch-tone phone, call toll-free 1-877-779-8683 (outside the US and Canada,
call collect 201-536-8073) and you will hear these instructions:
. Enter the last four digits of your social security number; and
. Enter the control number from the box above (just below the perforation on
the proxy card.)
. You will then have two options:
OPTION 1: to vote as the Board of Directors recommends for all proposals;
or
OPTION 2: to vote on each proposal separately.
. Your vote will be repeated and you will be asked to confirm it.
Internet or telephone voting provides the same authorization to vote your shares
as if you marked, signed, dated and returned the proxy/voting instruction card.
If you vote by Internet or telephone, please do no mail your proxy card.
------------------------------------------------------------------------
THANK YOU FOR VOTING.
E. I. du Pont de Nemours and Company
2001 Telephone Voting Script
----------------------------------------------------
Toll Free: 1-877-PRX-VOTE or 1-877-779-8683
----------------------------------------------------
1. Welcome to the electronic voting system. Please have your proxy card or
voting instruction sheet or ballot available before voting.
2. Enter the Voter Control Number as it appears on the card followed by the
pound sign.
3. One moment please while we verify your information.
4. Enter the last four digits of the U.S. Social Security number or the U.S.
taxpayer identification number for this account followed by the pound sign.
5. The company that you are voting is E. I. du Pont de Nemours and Company.
6. Your vote is subject to the same terms and authorizations as indicated on
the proxy card. It also authorizes the named proxies to vote according to
the instructions at the meeting of the stockholders.
7. To vote all proposals in accordance with the recommendations of the Board
of Directors, press 1. If you wish to vote on one proposal at a time,
press 2.
If 1, go to Playback.
--------
If 2, go to 8.
8. Item #1. To vote for Election of Directors press 1. To withhold from all
nominees press 2. To withhold from individual nominees press 3.
If 1, go to 9.
If 2, go to 9.
If 3, go to Director Exception.
------------------
-----------------------------------------------------------------
Director Exception
------------------
Enter the 2-digit number next to the nominee from whom you would
like to withhold your vote followed by the pound key. Or if you
have completed voting on directors, press the pound key again.
If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.
------------
Next Nominee
------------
To withhold your vote from another nominee, enter the 2-digit
number next to the nominee followed by the pound key, or if you
have completed voting on directors press the pound key again.
If pound key entered twice, go to the next item.
If valid nominee number, go to Next Nominee.
------------
Invalid Nominee Number
----------------------
You have entered an invalid nominee number
(Go to Next Nominee.)
------------
------------------------------------------------------------------
9. Item #2. To vote for Independent Accountants, press 1; against, press 2;
abstain, press 3.
If 1, go to 10.
If 2, go to 10.
If 3, go to 10.
10. Item #3. To vote for Political Nonpartisanship, press 1; against, press 2;
abstain, press 3.
If 1, go to 11.
If 2, go to 11.
If 3, go to 11.
11. Item #4. To vote for Employment Matters, press 1; against, press 2;
abstain, press 3.
If 1, go to 12.
If 2, go to 12.
If 3, go to 12.
12. Item #5. To vote for Plant Closure, press 1; against, press 2; abstain,
press 3.
If 1, go to 13.
If 2, go to 13.
If 3, go to 13.
13. Item #6. To vote for International Workplace Standards, press 1; against,
press 2; abstain, press 3.
If 1, go to 14.
If 2, go to 14.
If 3, go to 14.
14. If you would like for us to send an Annual Meeting Ticket, press 1. If not,
press 2.
If 1, go to 15.
If 2, go to 15.
15. If you would like to discontinue mailing an annual report to this account,
press 1. If not, press 2.
If 1, go to 16.
If 2, go to 16.
16. You have cast your vote as follows:
----------------------------------------------------------------------
Playback (Playback the appropriate vote for this proxy card.)
--------
----------------------------------------------------------------------
Default Playback
----------------
You have voted in the manner recommended by the Board of Directors.
Director Proposal Playback
--------------------------
Voted for all nominees: Item #. You have voted for all nominees.
----------------------
Withhold from all nominees: Item #. You have voted to withhold your
--------------------------
vote from all nominees.
Withhold from individual nominees: Item #. You have voted for all
---------------------------------
nominees except for the following nominee numbers
For/Against/Abstain Proposal Playback
-------------------------------------
Item # (For/Against/Abstain)
----------------------------------------------------------------------
17. To Confirm your vote, press 1. To cancel your vote, press 2.
If 1, go to 19.
If 2, go to 18.
18. Your vote has been cancelled. If you wish to vote another card, press 1.
Otherwise, please hang up and mark, sign, and return your card in the
envelope provided. Thank you for calling.
19. Your vote has been successfully recorded. It is not necessary for you to
mail your card. If you wish to vote another card or change your vote, press
1. Otherwise, please hang up. Thank you for voting.
------------------------------------------------------------------
Invalid Control Numbers
-----------------------
We are unable to authenticate the information that you entered.
No Key Pressed
--------------
Go to the same item (repeat three times); otherwise, go to Error.
-----
Invalid Number
--------------
Go to the same item (repeat three times); otherwise, go to Error.
-----
Error
-----
We are unable to process your request at this time. Thank you for
calling.
(Call ends.)
------------------------------------------------------------------
[LOGO OF DU PONT]
The miracles of science
VOTE Welcome!
BY NET
Name Line
Address Line
City, State Zip Line
e-mail address:
==========================
==========================
Proceed
[LOGO OF DUPONT]
The miracles of science
PROXY/VOTING INSTRUCTION CARD
E. I. DU PONT DE NEMOURS AND COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS.
The undersigned hereby appoints C. J. Crawford, C. O. Holliday, Jr., and
C. M. Vest, or any of them, each with power of substitution, as proxies for the
undersigned to vote all shares of Common Stock of said Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on April 25, 2001, and any adjournments thereof, as hereinafter specified and,
in their discretion, upon such other matters as may properly come before the
meeting. The undersigned hereby revokes all proxies previously given.
As described in the proxy statement, this proxy also provides voting
instructions for shares held for the account of the undersigned in certain
employee savings plans. A trustee for each plan will vote these shares as
directed provided your voting instruction is received by April 19, 2001. A
trustee for an employee savings plan may vote in its discretion all shares held
in the plan for which no voting instructions are received. Other shares owned by
you will be voted only if you sign and return a proxy card, vote by Internet or
telephone, or attend the meeting and vote by ballot.
On matters for which you do not specify a choice, your shares will be voted in
accordance with the recommendation of the Board of Directors.
The Board of Directors Recommends a Vote
"FOR" all Nominees for Director.
"FOR" Proposal 2.
"AGAINST" Proposals 3, 4, 5 and 6.
================================================================================
Check this box to cast your vote in accordance with the recommendations of the
Board of Directors
The Board Recommends a Vote "FOR" all Nominees for Director.
For All Nominees Withhold
Except As Noted As To All
Below Nominees
1. Election of Directors
Or, check the box for the Director(s) from whom you wish to withhold your vote:
A. J. P. Belda C. J. Crawford L. C. Duemling
E. B. du Pont C. O. Holliday, Jr. D. C. Hopkins
L. D. Juliber G. Lindahl M. Naitoh
W. K. Reilly H. R. Sharp, III C. M. Vest
The Board Recommends a Vote "FOR" Proposal 2.
For Against Abstain
2. On Independent Accountants
The Board Recommends a Vote "AGAINST" Proposals 3, 4, 5 and 6.
For Against Abstain
3. On Political Nonpartisanship
For Against Abstain
4. On Employment Matters
For Against Abstain
5. On Plant Closure
For Against Abstain
6. On International Workplace Standards
================================================================================
Check the box below, if the option applies to you.
I will attend the Annual Meeting.
Please discontinue Annual Report Mailings for this Account.
To submit your vote please click the button below.
(Your vote will not be counted until the Submit Your Vote button is clicked.)
Submit Your Vote
[LOGO OF DUPONT]
The miracles of science
VOTE Your proxy vote has been recorded as follows:
BY NET
=======================================
1. Election of Directors
=======================================
2. On Independent Accountants
=======================================
3. On Political Nonpartisanship
=======================================
4. On Employment Matters
=======================================
5. On Plant Closure
=======================================
6. On International Workplace Standards
=======================================
Please review your vote. If this is incorrect, please use the Back
button on your browser, change your vote and resubmit. If this is
correct, please click the button below.
Proceed
[LOGO OF DUPONT]
The miracles of science
VOTE Success! Your vote has been cast and will be tabulated by EquiServe
BY NET within 24 hours. Please take a moment to review the options below.
======================================================================
If you wish to receive all future E. I. du Pont de Nemours and Company
Annual Meeting materials, such as, annual report, proxy statement and
your voter control number, online, click the button below.
Proceed
If you wish to submit comments to E. I. du Pont de Nemours and
Company, click the button below.
Submit Comments
If you wish to submit an address change request for this account,
click the button below.
Proceed
You can now vote another proxy card or exit to the E. I. du Pont de
----------------
Nemours and Company homepage or EquiServe's homepage.
------------------- -----------
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