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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. 1)

 

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PRELIMINARY PROXY – SUBJECT TO COMPLETION

   

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Annual Meeting — [DATE], 2015

[Date], 2015

Dear Fellow DuPont Stockholder:

I cordially invite you to attend DuPont's 2015 Annual Meeting on [DAY], [DATE], 2015, in [    ·    ].

Your Board of Directors is recommending a highly qualified and experienced slate of director nominees for election to the Board of Directors at the Annual Meeting. At the Annual Meeting, we will ask you to: (1) elect twelve directors; (2) ratify the appointment of PricewaterhouseCoopers LLP, an independent registered public accounting firm, as our independent auditors for the fiscal year ending December 31, 2015; (3) consider an advisory vote on the compensation of our named executive officers; (4) vote on various stockholder proposals, if properly presented at the Annual Meeting; and (5) take action upon any other business as may properly come before the Annual Meeting.

The accompanying materials include the Notice of Annual Meeting of Stockholders and Proxy Statement. The Proxy Statement describes the business that we will conduct at the Annual Meeting. It also provides information about us that you should consider when you vote your shares.

You should have also received a WHITE proxy card and postage-paid return envelope. WHITE proxy cards are being solicited on behalf of our Board of Directors.

Your vote will be especially important at the meeting. As you may have heard, Trian Partners, L.P. and certain of its affiliates (together, "Trian") have notified the company that Trian intends to nominate a slate of four nominees for election as directors at the meeting in opposition to the nominees recommended by our Board of Directors and to present a proposal to repeal any bylaws adopted without stockholder approval since August 12, 2013. You may receive a proxy statement, Gold proxy card and other solicitation materials from Trian. The Company is not responsible for the accuracy of any information provided by or relating to Trian or its nominees contained in solicitation materials filed or disseminated by or on behalf of Trian or any other statements that Trian may make.

The Board of Directors does NOT endorse any Trian nominees and unanimously recommends that you vote FOR the election of each of the nominees proposed by the Board of Directors and AGAINST Trian's Proposal described above. The Board of Directors strongly urges you NOT to sign or return any proxy card sent to you by Trian. If you have previously submitted a Gold proxy card sent to you by Trian, you can revoke that proxy and vote for our Board of Directors' nominees and on the other matters to be voted on at the meeting by using the enclosed WHITE proxy card.

If your brokerage firm, bank, broker-dealer or other similar organization is the holder of record of your shares (i.e., your shares are held in "street name"), you will receive voting instructions from the holder of record. You must follow these instructions in order for your shares to be voted. Your broker is required to vote those shares in accordance with your instructions. Because of the contested nature of the proposals, if you do not give instructions to your broker, your broker will not be able to vote your shares with respect to the election of directors (Proposal 1) or the stockholder proposals (Proposals 4, 5, 6 and 7). We urge

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you to instruct your broker or other nominee, by following those instructions, to vote your shares for the WHITE proxy card.

Holders of shares as of the close of business on [DATE], the record date for voting at the Annual Meeting, are urged to submit a WHITE proxy card, even if your shares were sold after such date.

Your management team expects to provide you with further information during the course of the solicitation and at the Annual Meeting on the progress with regard to separation of Performance Chemicals business operations, our cost-cutting organizational redesign initiative and our continued transformation into a higher-growth, higher-value company with our focus centering on three areas: Agriculture & Nutrition, Advanced Materials and Bio-Based Industrials. At the Annual Meeting, we also will review our progress during the past year and answer your questions.

Thank you for your continued support. For more information and up-to-date postings, please go to www.dupont.com. If you have any questions, please contact Innisfree M&A Incorporated, our proxy solicitor assisting us in connection with the Annual Meeting. Stockholders may call toll free at (877) 750-9501. Banks and brokers may call collect at (212) 750-5833.

Thank you for your continued support, interest and investment in DuPont.

Sincerely,

Ellen J. Kullman
Chair & Chief Executive Officer

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NOTICE OF ANNUAL MEETING

AGENDA:

1.

The election of twelve (12) directors

2.

The ratification of the Company's independent registered public accounting firm

3.

An advisory vote to approve executive compensation

4.

Four stockholder proposals described in the Proxy Statement if properly presented at the Annual Meeting

5.

Such other business as may properly come before the meeting

All stockholders are cordially invited to attend, although only holders of record of DuPont Common Stock at the close of business on [DATE], 2015, are entitled to vote at the meeting.

If you need special assistance, please call Innisfree M&A Incorporated, the firm assisting us in the solicitation. Stockholders may call toll free at (877) 750-9501. Banks and brokers may call collect at (212) 750-5833.

Please note that Trian Partners, L.P. and certain of their affiliates (together, "Trian") have stated their intention to propose four alternative director nominees for election at the Annual Meeting. You may receive solicitation materials from Trian seeking your proxy to vote for Trian's nominees. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE "FOR" THE ELECTION OF EACH OF THE BOARD'S NOMINEES ON THE ENCLOSED WHITE PROXY CARD AND URGES YOU NOT TO SIGN OR RETURN OR VOTE ANY PROXY CARD SENT TO YOU BY TRIAN. If you have already voted using a Gold proxy card sent to you by Trian, you can REVOKE it by signing and dating the enclosed WHITE proxy card and returning it in the postage-paid envelope provided or by voting via the Internet or by telephone by following the instructions provided on the enclosed WHITE proxy card. Only your last-dated proxy will count, and any proxy may be revoked at any time prior to its exercise at the Annual Meeting as described in the accompanying Proxy Statement.

YOUR VOTE IS VERY IMPORTANT. EVEN IF YOU PLAN TO ATTEND THE ANNUAL MEETING, WE REQUEST THAT YOU READ THE PROXY STATEMENT AND VOTE YOUR SHARES BY SIGNING AND DATING THE ENCLOSED WHITE PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED OR BY VOTING VIA THE INTERNET OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS PROVIDED ON THE ENCLOSED WHITE PROXY CARD.

This notice and the accompanying proxy materials have been sent to you by order of the Board of Directors.

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PRELIMINARY PROXY — SUBJECT TO COMPLETION

2015 ANNUAL MEETING OF STOCKHOLDERS

PROXY STATEMENT

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PROXY SUMMARY

This proxy summary is an overview of information that you will find throughout this proxy statement. As this is only a summary, we encourage you to read the entire proxy statement, which was first distributed beginning on or about [DATE], 2015, for more information about these topics prior to voting.

ANNUAL MEETING OF STOCKHOLDERS

STOCKHOLDER VOTING MATTERS

YOUR VOTE IS EXTREMELY IMPORTANT THIS YEAR IN LIGHT OF THE PROXY CONTEST BEING CONDUCTED BY TRIAN.

You may receive solicitation materials from a dissident stockholder, Trian Partners, L.P. and certain of their affiliates (together, "Trian"), seeking your proxy to vote for Nelson Peltz, John H. Myers, Arthur B. Winkleblack and Robert J. Zatta to become members of the Board of Directors and for a proposal to repeal any bylaws adopted without stockholder approval since August 12, 2013 (the "Trian Proposal"). THE BOARD OF DIRECTORS DOES NOT ENDORSE THE TRIAN NOMINEES AND URGES YOU NOT TO SIGN OR RETURN

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ANY PROXY CARD SENT TO YOU BY TRIAN. IF YOU HAVE PREVIOUSLY SIGNED A GOLD PROXY CARD SENT TO YOU BY TRIAN, YOU CAN REVOKE IT BY SIGNING, DATING AND MAILING THE ENCLOSED WHITE PROXY CARD IN THE ENVELOPE PROVIDED. ONLY YOUR LATEST DATED PROXY WILL BE COUNTED.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF THE BOARD'S NOMINEES LISTED ON THE ENCLOSED WHITE PROXY CARD.

In addition, the Board recommends that you vote against Trian's proposal on the enclosed WHITE proxy card.

For more information and up-to-date postings, please go to www.dupont.com. If you have any questions or need assistance in voting your shares, please call Innisfree M&A Incorporated, the firm assisting us in the solicitation. Stockholders may call toll free at (877) 750-9501. Banks and brokers may call collect at (212) 750-5833.

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Proxy Statement   General Information

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Proxy Statement   General Information

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Proxy Statement   General Information

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BACKGROUND OF THE SOLICITATION

As part of their continuing review of the Company's performance, the Company's management and Board from time to time consider, among other things, potential changes to the Company's portfolio of businesses. Numerous changes in the Company's business mix have resulted from this review, including, among others, the acquisition of Danisco, a leading participant in the enzyme and specialty food ingredients industries, in 2011 and the disposition of the Company's Performance Coatings business in 2013. In late 2012, as a result of this continuing review process, the Company's management and, beginning in early 2013, the Board began to focus on the separation of the Company's Performance Chemicals segment.

On June 26, 2013, Mr. Edward Garden, Founding Partner and Chief Investment Officer of Trian, contacted the Company. The Company's director of investor relations returned Mr. Garden's call, and Mr. Garden then informed the Company that Trian had made an investment in the Company. At Mr. Garden's request, Ms. Kullman and Mr. Nicholas C. Fanandakis, Chief Financial Officer of the Company, agreed to a meeting on July 24, 2013 with Mr. Garden and other representatives of Trian to discuss Trian's investment.

On July 23, 2013, the Company publicly announced that it was exploring the spin-off or sale of its Performance Chemicals segment.

On July 24, 2013, Ms. Kullman and Mr. Fanandakis met with Mr. Garden and other representatives of Trian. At this meeting, Trian distributed and presented to Ms. Kullman and Mr. Fanandakis an initial "White Paper" presentation (the "First White Paper"), which centered on, among other things, a proposed four way break-up of the Company into an agriculture focused company, an industrial biosciences and nutrition and health based company, a TiO2 focused company and the remaining DuPont businesses, as a fourth company. Ms. Kullman and Mr. Fanandakis proceeded to analyze the First White Paper with the other members of management and the Company's financial and legal advisors and, shortly thereafter, provided a preliminary review of the presentation to the Board of Directors of the Company.

On August 4, 2013, pursuant to applicable U.S. antitrust laws, Trian provided a letter to the Company stating its intention to file notifications under the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended (the "HSR Act"), to enable certain Trian funds to acquire voting securities of the Company. On September 5, 2013, the Federal Trade Commission granted early termination of the waiting periods applicable under the HSR Act with respect to those notifications. As a result of those filings and clearances, as well as subsequent HSR filings and clearances with regard to certain additional Trian funds, Trian entities may acquire shares with a total aggregate value of approximately $2,745 million, including those shares that those entities collectively hold.

On August 14, 2013, Trian filed a Schedule 13F with the SEC disclosing beneficial ownership of 5,778,403 shares of the Company's outstanding common stock by certain Trian funds, representing beneficial ownership of approximately 0.65% of the Company's common stock. As of its most recent 13F filing on January 8, 2015, Trian disclosed beneficial ownership of 24,313,084 shares of the Company's outstanding common stock. As of Trian's preliminary proxy filing on February 12, 2015, Trian disclosed beneficial ownership of 24,563,084 shares of the Company's outstanding common stock representing beneficial ownership of approximately 2.7% of the Company's common stock.

On September 3, 2013, after a thorough search process, which included the engagement of a third-party search firm, and considered deliberation by the Governance Committee and the Board, including with regard to the Company's corporate governance guidelines and skills-based approach, the Company announced the appointment of Patrick J. Ward, Chief Financial Officer and Vice President of Cummins, Inc., to the Board, effective as of October 23, 2013.

During September 2013, representatives of the Company's financial advisors met with Trian to further discuss its proposed break-up plan for the Company.

Including the specific engagements described herein, at various times throughout 2013, 2014 and early 2015, members of the Company's senior management team and the Company's Lead Director, Alexander M. Cutler, had, collectively, more than 20 conference calls and/or in-person meetings with representatives of Trian, which included Mr. Garden and/or Mr. Nelson Peltz, Founding Partner and Chief Executive Officer of Trian. These meetings focused on a wide range of topics, which included the Company's business and results of operations, our earnings performance, and our long-term strategies, including our capital allocation strategy and the composition of our Board, as well as discussions of Trian's plan to break up the Company.

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Proxy Summary   Background of the Solicitation

On October 15, 2013, less than five months after Trian notified the Company of its initial investment and on the day before a scheduled follow up meeting between Trian and the Company's financial advisors, Mr. Garden contacted Ms. Kullman by telephone and informed her that the Company had three choices: (1) accept and implement Trian's proposal to break-up the Company, (2) add Mr. Garden and an unidentified industry executive to be chosen by Trian to the Board of Directors of the Company or (3) face a public proxy campaign by Trian. In light of this ultimatum, the Company did not believe having its previously scheduled meeting with Trian the following day would be productive and cancelled it.

On October 24, 2013, the Company announced that the Board had unanimously determined to proceed with the separation of its Performance Chemicals segment.

On October 25, 2013, Mr. Kullman and Mr. Fanandakis informed Mr. Garden that the Board of Directors had carefully considered and unanimously rejected the analysis and conclusions set forth in Trian's First White Paper, including Trian's plan to break-up the Company. Ms. Kullman and Mr. Fanandakis also informed Mr. Garden that the Board of Directors, after considered deliberation, including with regard to the Company's corporate governance guidelines, had determined not to nominate him for service on the Board of Directors.

On December 5, 2013, Ms. Kullman and Mr. Cutler met with Mr. Garden, other representatives of Trian and representatives of the California State Teachers' Retirement System ("CalSTRS"), which Trian has publicly disclosed as employing Trian to manage certain of its funds, at the request of Mr. Garden, who informed Ms. Kullman that Trian wanted to meet in advance of "deadlines for stockholder proposals and director nominations," to discuss the Company's performance. At this meeting, Mr. Garden delivered and presented to Ms. Kullman and Mr. Cutler a revised "White Paper" presentation (the "Second White Paper"), which applauded the Company's decision to separate its Performance Chemicals business and, in addition proposed, among other things, a new, second break-up plan, this time focused on a two way break-up of the remaining businesses of DuPont into a "GrowthCo," consisting of the Company's agriculture, industrial biosciences and nutrition and health based businesses, and a "CyclicalCo," consisting of the Company's performance materials, electronics and safety and protection businesses. At the end of the meeting, Mr. Garden reiterated Trian's ultimatum: (1) accept and implement Trian's proposal to break-up the Company, (2) add Mr. Garden and an unidentified industry executive to be chosen by Trian to the Board of Directors of the Company or (3) face a public proxy campaign by Trian. Notwithstanding this ultimatum, Trian did not provide the Company with the notice required under the Company's Bylaws that it intended to nominate any Trian representatives to the Board.

During February 2014, the Company's Board carefully evaluated the Second White Paper and, after receiving input from the Company's financial advisors, determined that it was in the best interest of the Company's stockholders to continue to pursue the Company's strategic plan and not to implement the proposals in the Second White Paper.

During the next few months, the Company and Trian continued their dialogue regarding the Company's earnings performance and strategic plan. During this period, Trian issued no new ultimatums with regard to participation on the Company's Board.

In fact, reflective of the open engagement between the Company and Trian, on May 9, 2014, Mr. Garden, in a speech at the Council of Institutional Investors conference, stated that Ms. Kullman "has basically been an activist within DuPont to get that business to best-in-class operating metrics, separate the Coatings business, separated the Performance Chemicals business, she's buying back $5B in shares."⁽¹⁾

On June 27, 2014, Mr. Garden called Ms. Kullman and Mr. Fanandakis to discuss the Company's earnings performance and earnings guidance. At the end of the call, in an abrupt return to earlier ultimatums, Mr. Garden once again informed Ms. Kullman and Mr. Fanandakis that the Company had three options: (1) accept and implement Trian's proposal to break-up the Company, (2) add Mr. Garden to the Board of Directors of the Company or (3) face a public proxy campaign by Trian.

On August 4, 2014, in anticipation of the upcoming retirement under the Company's age 72 mandatory retirement policy of Bertrand P. Collomb following the 2015 Annual Meeting and after a thorough search process, which included the engagement of a third-party search firm, and considered deliberation by the Governance Committee and the Board, including with regard to the Company's corporate governance

   

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Permission to use quote neither sought nor obtained.

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Proxy Summary   Background of the Solicitation

guidelines and skills-based approach, the Company announced the appointment of Ulf M. "Mark" Schneider, President and CEO of Fresenius SE & Co. KGaA to the Board, effective as of October 22, 2014.

On August 6, 2014, Mr. Cutler discussed Trian's Second White Paper with Mr. Garden, informing Mr. Garden that the Board, after fully reviewing the proposal, had carefully considered and unanimously rejected the analysis and conclusions in Trian's Second White Paper, including Trian's second plan to break-up the Company, and determined that its current course of action, which included cost cutting and the Performance Chemicals separation, was the appropriate course of action for the Company at such time. Mr. Garden then informed Mr. Cutler that Trian viewed itself and the Company as having only two options: DuPont would either appoint Mr. Garden to the Board or Trian would take the matter to DuPont's stockholders. Mr. Cutler replied that there was, in his view, a third option — continued constructive dialogue of the type in which the Company and Trian were already engaging — but, in response, Mr. Garden reiterated his position.

On August 12, 2014, Mr. Cutler called Mr. Garden to inform him that the Board of Directors had again determined not to nominate him for service on the Board of Directors.

On September 16, 2014, Trian sent a letter and a summary of its Second White Paper to the Board and publicly filed both documents.

On October 16, 2014, Mr. Cutler contacted Mr. Peltz by telephone, at the request of Mr. Peltz, to discuss, among other things, the performance of the Company and the progress regarding the separation of its Performance Chemicals segment. At the end of the call, Mr. Peltz stated that unless the Company agreed to appoint two Trian executives and one unidentified industry executive to be chosen by Trian to its Board, Trian would initiate a proxy fight with the goal of electing a majority of Trian-nominated directors to the Board.

On October 29, 2014, Ms. Kullman met with Mr. Peltz. The discussion at the meeting focused on, among other things, the performance of the Company. At the conclusion of the meeting, Mr. Peltz not only reiterated the ultimatum presented at the October 16th meeting, but also indicated that if Trian were to go public with its nominees, it would not thereafter agree to any settlement with the Company. Ms. Kullman expressed a willingness to continue discussions with Mr. Peltz and Trian as a stockholder, but reiterated that the Board had determined that the Company's current course of action was in the best interest of the Company's stockholders.

On November 5, 2014, the Board, after careful deliberation, including with regard to the Company's corporate governance guidelines, unanimously determined not to appoint Mr. Peltz or Mr. Garden to the Board and such determination was communicated to Trian by Ms. Kullman.

During the fall of 2014, the Company's management and the Board began the search for two new, highly-qualified directors to fill the vacancies to be created by the departures of Messrs. Richard H. Brown and Curtis J. Crawford, who were expected to leave the Board to join the board of directors of The Chemours Company ("Chemours") upon its separation from the Company. In connection with the process, the Board hired a third-party search firm to help assist them in identifying candidates that had the requisite skills and experience to meet the Board's and Governance Committee's criteria.

After the consideration and review of numerous candidates by the Governance Committee, including with regard to the Company's corporate governance guidelines, the Company's Board search process culminated with the identification of Messrs. Edward D. Breen and James L. Gallogly as the candidates who possessed, to the highest degree, the skills and experience sought by the Governance Committee and typified by the Company's existing Board members. For additional information on the criteria utilized by the Board, see "Proposal 1: Election of Directors — Director Skills and Qualifications."

On December 10, 2014, representatives from the Company's financial advisors met with representatives from Trian, including Messrs. Peltz and Garden. At the meeting, Messrs. Peltz and Garden reiterated that if Trian were to go public with its nominees, it would not thereafter agree to any settlement with the Company.

On January 8, 2015, Trian delivered a notice to the Company nominating four individuals (with Mr. Garden as an alternative nominee), including Mr. Peltz, to stand for election to the Board of Directors of the Company at the Annual Meeting, and stating that Trian would solicit proxies in support of such election. The notice also included a proposal to repeal any provisions or amendments to the Company's Bylaws adopted without stockholder approval after August 12, 2013 and prior to the Company's 2015 Annual Meeting.

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Proxy Summary   Background of the Solicitation

On January 9, 2015, the Company publicly issued a statement confirming that it had received Trian's nomination notice and indicating that the Governance Committee would review Trian's proposed director nominees and make a recommendation regarding such nominees that it believed was in the best interest of all stockholders.

At the end of January 2015, in response to the notice received on January 8, 2015 and in connection with a process established by the Governance Committee for the consideration of new directors, members of the Governance Committee, including Mr. Cutler and Marillyn A. Hewson, interviewed each of the Trian nominees, including Mr. Peltz. Ms. Kullman participated in the interviews with respect to all Trian nominees other than Mr. Peltz, whom she had previously spoken with on numerous occasions.

On February 4, 2015, Ms. Kullman and Mr. Cutler met with Mr. Peltz to discuss the results of the Governance Committee's process with regard to the Trian nominees and the topic of Board composition. After explaining to Mr. Peltz that the Governance Committee, in considering how to fill the expected vacancies on the Board of Directors left by the planned departures of two members of the Board to join the Chemours Board, had determined that the Company's two previously identified candidates were superior candidates to each of Trian's candidates, Ms. Kullman and Mr. Cutler attempted to present Mr. Peltz with a proposal for resolving Trian's proxy contest.

The Company's proposed resolution centered around the possibility of appointing one of Trian's nominees, who had been selected by the Governance Committee as a viable candidate and was not Mr. Peltz, to the Board of Directors of the Company under circumstances in which Trian would withdraw its slate and support the Company's nominees at the Annual Meeting, thus avoiding a time consuming and costly proxy contest.

The Board had determined that adding Mr. Peltz to the Board would not serve the long-term interests of the Company's stockholders. This decision was based on insight gathered from direct interactions, including a formal interview, that members of the Board had with Mr. Peltz and feedback from Company representatives based on their direct interactions with Mr. Peltz and other Trian representatives. Based on these direct experiences, interview and reports, the Board became concerned that Mr. Peltz's decision-making would be guided by a predetermined agenda regarding Trian's break-up plan (particularly given that Trian's ultimatums were to break up the Company or appoint a Trian representative to the Board, suggesting that if the Company were to be broken up, then Trian would have no need for a Board seat), rather than the attitude of being open to all alternatives, with no preconceived notions, that all Board members must exhibit in order to be effective stewards of the Company and the stockholders whom they represent. Further, the Board has a skills-based approach for identifying director candidates that is largely focused on the business and Company's strategic direction and goals. After careful consideration, the Board concluded that Mr. Peltz's skills and experience would not be additive to the Board's current mix of skills and experience.

Mr. Peltz both refused to hear the details of the Company's proposal, specifically declining to be informed of either the names of the Company's two candidates or the potential viable Trian nominee candidate, and insisted that any settlement would require appointing Mr. Peltz personally to the Company's Board.

On February 5, 2015, in connection with the separation of Chemours, the Company announced that Messrs. Crawford and Brown would transition off of the Board immediately — to initially serve as consultants to Chemours, and then as directors upon completion of the separation — and that Messrs. Breen and Gallogly had been appointed as independent directors to its Board. Later that day, Trian released a statement that, among other things, applauded the appointment of Messrs. Breen and Gallogly, but continued to insist that Mr. Peltz personally be added to the Board.

On February 11, 2015, Trian publicly filed its preliminary proxy statement with regard to its nominees and proposal.

Subsequent to February 11, 2015, Trian and the Company each issued numerous press releases and sent various letters and presentations to the Company's stockholders.

Around noon on March 11, 2015, Mr. Peltz called Ms. Kullman and requested an immediate in-person meeting in New York to discuss Trian's proposed resolution to the proxy contest. Ms. Kullman and Mr. Cutler scheduled a call with Mr. Peltz for later that day. On that call, Mr. Peltz proposed that DuPont (i) appoint Mr. Peltz and one additional Trian nominee to the Board, (ii) appoint the two remaining Trian nominees to the Chemours

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Proxy Summary   Background of the Solicitation

Board and (iii) change certain corporate governance provisions at Chemours. Ms. Kullman and Mr. Cutler responded by indicating that they would convey Mr. Peltz's proposal to the Board for review.

After thorough consideration, the Board determined that Mr. Peltz's proposal was not a meaningful step toward a constructive resolution that served the best interests of the Company and its stockholders and again determined, based on the persistence of the factors discussed in the Board's February 4th determination, that adding Mr. Peltz to the Board would not serve the long-term interests of the Company's stockholders. The Board then authorized Ms. Kullman and Mr. Cutler to deliver a settlement offer to Mr. Peltz that would expand the Board's size and appoint one of Trian's nominees, Mr. Myers, to the Board. On March 13, 2015, Ms. Kullman and Mr. Cutler sent a letter to Mr. Peltz explaining the Board's conclusions and making the aforementioned settlement offer.

On March 13, 2015, Trian filed an amended preliminary proxy statement with regard to its nominees and proposal.

As of the date hereof, the Company and Trian have had no other material contacts.

We are not responsible for the accuracy of any information provided by or relating to Trian contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Trian or any other statements that Trian may otherwise make. Trian chooses which of our stockholders will receive Trian's proxy solicitation materials.

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Proxy Summary   Our Director Nominees

OUR DIRECTOR NOMINEES

You are being asked to vote on the election of 12 directors. All directors are elected annually. Detailed information about each Director's background, skills and expertise can be found in Proposal 1 — Election of Directors.

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Proxy Summary   Our Progress in 2014

OUR PROGRESS IN 2014

In 2014, DuPont continued to deliver value to shareholders through volume, margin, and earnings growth in a majority of our segments, despite macroeconomic headwinds. We continued to successfully transform DuPont to focus on commercial opportunities in Agriculture and Nutrition, Bio-Based Industrials and Advanced Materials, where we expect our science, engineering and innovation capabilities can deliver the greatest value. We continued to reduce costs and improve efficiency and effectiveness, which translates into better operating margins. And importantly, we continued our commitment to return capital to shareholders.

Through volume, margin, and earnings growth across the majority of our operating segments, we grew 2014 operating earnings per share ("EPS")⁽¹⁾ by 3.0% from 2013 despite significant market and macroeconomic challenges, including an overall weaker economy in the agriculture sector and a stronger dollar. These results include our Performance Chemicals segment, which is in the process of being separated from the Company, where full year operating earnings⁽¹⁾ were down 8% primarily due to lower pricing and the negative impacts of portfolio and currency. We continued to achieve significant margin improvement, with segment adjusted operating margin expansion of 740 basis points between 2008 and 2014⁽¹⁾.

DuPont is in the midst of a multi-year transformation of our portfolio to focus on the highest potential commercial opportunities where we expect our science and engineering capabilities can deliver the greatest value. As part of this process, the spin-off of The Chemours Company, our Performance Chemicals segment, remains on track for completion in mid-2015. In connection with the separation of Chemours, we undertook a comprehensive review of our business and cost structure, with the assistance of a leading management consulting firm, to ensure that the post-spin DuPont would be as efficient as possible. We exceeded our cost savings targets for the initial phase of implementation and have accelerated our originally announced schedule. We expect annual run-rate savings of approximately $1 billion and $1.3 billion by the end of 2015 and 2017, respectively, and continue to look for additional savings. These figures assume annual run-rate savings from the separation of Chemours of approximately $375 million, and other annual run rate savings of approximately $625 million and $925 million by the end of 2015 and 2017, respectively, in each case the majority of which is salary-and-benefits-related savings attributable to headcount reduction at the Company, with the remainder derived largely from increased manufacturing, warehouse and logistics efficiency. The Company is not aware of any factors that would result in the anticipated level of cost savings being reduced or delayed in any material respect. In 2014, savings from these redesign initiatives contributed $0.07 per share to operating earnings.

Our goal for the next generation DuPont is to connect the laboratory and the marketplace more closely than ever before, resulting in faster delivery of creative, science-based solutions for customers around the world. We are enabling safer, more nutritious food; creating high performance, cost effective, energy efficient materials; and increasingly delivering renewably sourced, bio-based materials and fuels. DuPont launched nearly 1,600 new products and filed more than 1,650 US patents in 2014 alone, including innovations like Dermacor® seed treatment for soybeans, Kapton® polyimide films for handheld electronic devices, and Tyvek® 800J for chemical protective garments. Excluding Performance Chemicals, new products introduced in the past four years delivered 32% of sales in 2014.

In 2014, we also continued the tradition of returning capital to shareholders. We executed $2 billion in share repurchases against our $5 billion share repurchase program and delivered a 4% increase in our common stock dividend for a total of $3.7 billion returned to shareholders in 2014. Going back the past six years, we have returned approximately $14 billion to shareholders through dividend growth (12% growth since 2009) and share repurchases.

We also expect to return all or substantially all of the one-time dividend proceeds from Chemours, currently estimated at $4 billion (based on a target BB credit rating for Chemours and pending the final credit ratings and underlying business conditions for Chemours), to DuPont shareholders via share repurchases over the 12 to 18 months following the separation, with a portion expected to be returned in 2015.

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(1)

See Appendix B for non-GAAP reconciliation.

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Proxy Summary   Our Progress in 2014

CAPITAL RETURNED TO STOCKHOLDERS
(DOLLARS IN MILLIONS)

EXECUTIVE COMPENSATION — ALIGNING PAY WITH PERFORMANCE

We design our executive compensation programs to attract, motivate, reward and retain the high quality executives necessary to lead the Company and to accomplish our strategies. The following key principles guide the design and administration of those compensation programs:

•••

There should be a strong link between pay and performance.

•••

Executives' interests should be aligned with stockholders' interests.

•••

Programs should reinforce business strategies and drive long-term sustained stockholder value.

Summary of Our 2014 Compensation Actions

Linking Pay with Performance

Pay actions for our named executive officers in 2014 reflected our Company's performance.

2014 SHORT-TERM PERFORMANCE AND INCENTIVE COMPENSATION

The NEO average payout factor under our short-term incentive program ("STIP") was 54% of target in 2014, down from 87% in 2013, which is based on a combination of (i) the Company's performance (the Company's Operating EPS), (ii) the applicable business units' performance (based upon after-tax operating income, revenue, cash flow from operations and certain other relevant metrics), and (iii) individual performance. For further discussion, please see the section entitled "Compensation Discussion and Analysis — 2014 Compensation Decisions — Our Annual Compensation Program" beginning on page 52 of this proxy statement.

LONG-TERM PERFORMANCE AND INCENTIVE COMPENSATION

Performance-based restricted stock units ("PSUs") for the 2012 to 2014 performance period were paid out below target at 37%. The payout with respect to PSUs is based on a combination of the Company's percentile ranking for both revenue growth and TSR over the prior three year period, in each case, against its peer group. TSR (stock price appreciation plus dividends) for the 2012 PSU program was calculated based on a practice predominant among our peer group members for compensation purposes and in accordance with the terms of the plan. The underlying TSR was calculated using a 20-day closing average stock price immediately prior to the beginning of the three-year performance period and the average closing stock price over the last 20 days of that performance period. For further discussion, please see the section entitled "Compensation Discussion and Analysis — 2014 Compensation Decisions — Our Long-Term Incentive Program" beginning on page 56 of this proxy statement.

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Proxy Summary   Executive Compensation — Aligning Pay with Performance

Total 2014 NEO Compensation Summary

Total Direct Compensation ("TDC") for our NEOs in 2014 is shown in the table below.

This table is not intended to be a substitute for the Summary Compensation Table ("SCT") or Grants of Plan-Based Awards Table ("GPBAT"). Base salary is shown as of December 31, 2014. STIP awards and Long-term Incentive ("LTI") awards for 2014 are reflected in the SCT and GPBAT. The value of LTI awards reflected in this table differs from the value of equity awards shown in the SCT and GPBAT because those tables reflect the probable outcome of the performance conditions for PSUs. The LTI amounts shown in this table value PSUs at the closing price of DuPont Common Stock on the date of grant, and reflect the value the Human Resources and Compensation Committee considered when making LTI awards for 2014.

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(1)

Year-over-year change for Mr. Fanandakis is related primarily to an increase in his 2014 LTI grant value, bringing his target TDC closer to, but still below, market median.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE FACTS

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Governance of the Company   Corporate Governance Guidelines

GOVERNANCE OF THE COMPANY

Strong corporate governance is an integral part of DuPont's core values, and is part of the foundation for our sustainable growth mission. DuPont is committed to having sound corporate governance principles and practices. Within this section you will find information about our Board of Directors and our governance structure and processes. More information about our corporate governance principles, guidelines and practices and other related information can be found on our website at www.dupont.com under the "Investors" caption.

CORPORATE GOVERNANCE GUIDELINES

The DuPont Board of Directors Corporate Governance Guidelines form an important framework for the Board's corporate governance practices and assist the Board in carrying out its responsibilities. The Board reviews these guidelines periodically to consider the need for amendments or enhancements. Among other things, these guidelines delineate the Board's responsibilities, leadership structure, independence, qualifications, election, annual self-evaluation, and access to management and advisors.

We invite you to visit our website at www.dupont.com, under the "Investors" caption to review the following governance documents:

•••

Corporate Governance Guidelines, including Guidelines for Determining the Independence of DuPont Directors

•••

Charters for the following committees:

•••

The Code of Business Conduct and Ethics for the DuPont Board of Directors; the Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller; and the DuPont Code of Conduct

•••

Bylaws

•••

Political Contributions Policy and Report

Copies of these documents may also be obtained free of charge by writing to the Corporate Secretary.

BOARD LEADERSHIP STRUCTURE

The Board has determined that having the same person hold the Chair and chief executive officer ("CEO") positions is the best board leadership structure for DuPont at this time. The Board appreciates that any advantages gained by having a single CEO/Chair must be weighed against any associated independence concerns, and has implemented adequate safeguards to address such concerns. The Board has implemented a robust independent Lead Director structure that is consistent with the best industry practices, including Institutional Shareholder Services ("ISS"). This leadership structure provides DuPont with the benefit of a combined Chair/CEO balanced by a strong independent Lead Director. A.M. Cutler is our independent Lead Director.

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Governance of the Company   Board Leadership Structure

Regularly scheduled Board meetings include a session of all directors and the CEO. Each director is an equal participant in each decision made by the full Board. In addition, the Board meets in regularly scheduled executive sessions without the participation of the CEO or other senior executives. We believe executive sessions promote frank and open discussions among nonmanagement directors.

All directors have access to DuPont's management. As necessary and appropriate, the Board and its committees may also retain outside legal, financial or other advisors.

Director Independence

Twelve of the Board's thirteen current directors are independent directors in accordance with the standards of independence of the NYSE and as described in the Corporate Governance Guidelines. The Governance Committee as well as the Board annually reviews relationships that directors may have with the Company to make a determination of whether there are any material relationships that would preclude a director from being independent.

All members of the Audit, Human Resources and Compensation and Governance Committees are independent directors under the Board's Corporate Governance Guidelines and applicable regulatory and listing standards. The Board and each committee undertake an annual self-evaluation of performance with a particular focus on overall effectiveness. The Governance Committee is responsible for overseeing the self-evaluation process. Through an annual process overseen and coordinated by the Human Resources and Compensation Committee, independent directors evaluate the CEO's performance and set the CEO's compensation.

BOARD'S ROLE IN THE OVERSIGHT OF RISK MANAGEMENT

The Board has an active role, directly and through the Board's committee structure, in the oversight of our risk management efforts. The Board has identified the key risks to be monitored by them on a recurring basis, and regularly reviews and discusses with members of management information regarding the Company's business disruption, economic, environmental, legal, process safety, regulatory, reputational, strategic, technological and other risks, their potential impact, and our risk mitigation efforts.

Each Board committee plays a key role in overseeing the management of risks that are within the committee's area of focus.

Although each committee is responsible for overseeing the management of certain risks, the full Board is regularly informed by its committees about these risks. This enables the Board and its committees to coordinate risk oversight and the relationships among the various risks.

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Governance of the Company   Committees of the Board

COMMITTEES OF THE BOARD

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Governance of the Company   Committees of the Board

Committee Membership

The following chart shows the current committee membership and the number of meetings that each committee held in 2014.

C = Chair

(1)

Messrs. Breen and Gallogly joined the Board on February 5, 2015.



(2)

Messrs. R.H. Brown and Crawford resigned from the Board on February 5, 2015.



(3)

Mr. Schneider became a director in October 2014.



(4)

Mr. Collomb is retiring effective immediately prior to the Annual Meeting under the Company's age 72 mandatory retirement policy.

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Governance of the Company   Committees of the Board

Directors fulfill their responsibilities not only by attending Board and committee meetings but also through communication with the Chair and CEO and other members of management relative to matters of mutual interest and concern to the Company.

In 2014, fifteen (15) meetings of the Board were held. Each director attended at least 79% of the aggregate number of meetings of the Board and the committees of the Board on which the director served during his or her tenure as a director.

As provided in the Board's Corporate Governance Guidelines, directors are expected to attend the Company's Annual Meeting of Stockholders. Ten directors attended the 2014 Annual Meeting.

OTHER PRACTICES AND POLICIES

Review and Approval of Transactions with Related Persons

The Board of Directors has adopted written policies and procedures relating to the approval or ratification of "Related Person Transactions." Under the policies and procedures, the Governance Committee (or its Chair, under some circumstances) reviews the relevant facts of all proposed Related Person Transactions and either approves or disapproves of the entry into the Related Person Transaction, by taking into account, among other factors it deems appropriate:

•••

the commercial reasonableness of the transaction;

•••

the materiality of the Related Person's direct or indirect interest in the transaction;

•••

whether the transaction may involve a conflict of interest, or the appearance of one;

•••

whether the transaction was in the ordinary course of business; and

•••

the impact of the transaction on the Related Person's independence under the Corporate Governance Guidelines and applicable regulatory and listing standards.

No director may participate in any discussion or approval of a Related Person Transaction for which he/she or any of his/her immediate family members is the Related Person. Related Person Transactions are approved or ratified only if they are determined to be in the best interests of DuPont and its stockholders.

If a Related Person Transaction that has not been previously approved or previously ratified is discovered, the Related Person Transaction will be presented to the Governance Committee for ratification. If the Governance Committee does not ratify the Related Person Transaction, then the Company either ensures all appropriate disclosures regarding the transaction are made or, if appropriate, takes all reasonable actions to attempt to terminate the Company's participation in the transaction.

Under DuPont's policies and procedures, a "Related Person Transaction" is generally any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) or any series of similar transactions, arrangements or relationships in which:

•••

DuPont was, is or will be a participant;

•••

the aggregate amount involved exceeds $120,000 in any fiscal year; and

•••

any Related Person had, has or will have a direct or indirect material interest.

A "Related Person" is generally any person who is, or at any time since the beginning of DuPont's last fiscal year was:

•••

a director or an executive officer of DuPont or a nominee to become a director of DuPont;

•••

any person who is known to be the beneficial owner of more than five percent of any class of DuPont's outstanding Common Stock; or

•••

any immediate family member of any of the persons mentioned above.

Certain Relationships and Related Transactions

As discussed above, the Governance Committee is charged with reviewing issues involving independence and all Related Person Transactions. DuPont and its subsidiaries purchase products and services from and/or sell products and services to companies of which certain of the directors and executive officers of DuPont, or their immediate family members, are employees. The Governance Committee and the Board have reviewed such transactions and relationships and do not consider the amounts involved in such transactions material. Such purchases from and sales to each company involve less than either $1,000,000 or two percent of the consolidated gross revenues of each of the purchaser and the seller and all such transactions are in the ordinary course of business. Some such transactions are continuing and it is anticipated that similar transactions will occur from time to time.

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Governance of the Company   Other Practices and Policies

Restrictions on Certain Types of Transactions

The Company has a policy that prohibits directors and officers from engaging in the following types of transactions with respect to DuPont's stock: short-term trading; short sales; hedging transactions; margin accounts and pledging securities. This policy also strongly recommends that all other employees refrain from entering into these types of transactions.

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics for Directors. In addition, the Company has a Code of Conduct applicable to all DuPont employees, including executive officers, and a Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller.

Board's Consideration of Diversity

The Board does not have a formal policy with respect to diversity. However, the Board and the Governance Committee each believe that it is essential that the Board members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds, as well as diversity of race, gender, national origin and age, that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our stockholders. For additional information regarding diversity, see our Corporate Governance Guidelines, under "Qualifications" and the Director Nomination Process at Appendix A.

OFFICE OF THE CHIEF EXECUTIVE

The Office of the Chief Executive (OCE) has responsibility for the overall direction and operations of all of DuPont's businesses and broad corporate responsibility in such areas as corporate financial performance, environmental leadership and safety, development of global talent, research and development and global effectiveness. All members are executive officers.

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Governance of the Company   Sustainability and Corporate Citizenship

SUSTAINABILITY AND CORPORATE CITIZENSHIP

We are driving a new era of sustainable growth as we continue to transform DuPont. We're building a higher value, sustainable growth company focused on providing solutions to large global issues. Our sustainability efforts create stockholder and societal value while reducing our environmental footprint along the value chains in which we operate.

We announced in 2013 that we had achieved our 2015 market-facing and footprint goals ahead of schedule. We continue to track our progress in key areas as we are working on a new set of goals appropriate for DuPont after the spin-off of Chemours. Our 2014 Sustainability Progress Report noted the following achievements by the end of 2013:

•••

Reduced our greenhouse gas emissions by 19 percent and lowered our global water usage by 8 percent since 2004.

•••

Produced an additional $2.5 billion in revenue from products that reduce greenhouse gas emissions and $12.8 billion in revenue from products based on non-depletable resources.

•••

Reduced non-renewable energy intensity by 4.4% since 2010.

•••

Invested $2.5 billion in research and development in global food security and introduced 1,700 new products since 2012.

We will continue to challenge ourselves with sustainability goals that create value for all of our stakeholders, and through our product innovation, business strategy, and operations we will meet them. Please visit our website http://www.dupont.com/corporate-functions/our-approach/sustainability.html to view our latest Sustainability Progress Report. For more about our Corporate Citizenship and Outreach programs visit http://www.dupont.com/corporate-functions/our-company/outreach.html.

Awards and Recognition

DuPont is proud to have been recognized on the following indices, lists and awards in 2014:

•••

North America Dow Jones Sustainability Index (DJSI)

•••

27 Companies that Changed the World: Fortune Magazine

•••

FORTUNE Magazine World's Most Admired Companies

•••

Working Mother Magazine 100 Best Companies

•••

Top 50 companies for Executive Women

•••

HRC Corporate Equality Index

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DIRECTORS' COMPENSATION

Nonemployee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of stockholders.

The Human Resources and Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to directors' compensation. The process for setting director pay is guided by the following principles:

With the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc., the Human Resources and Compensation Committee closely monitors trends in director compensation in the marketplace. The chart below describes the compensation program for nonemployee directors for 2014:

DuPont does not pay meeting fees, but does pay for or reimburse directors for reasonable travel expenses related to attending Board, committee, educational and Company business meetings. The table below reflects details regarding total director compensation for 2014. E. J. Kullman, Chair and CEO, receives no additional compensation for her service as a director.

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Directors' Compensation   2014 Directors' Compensation

2014 DIRECTORS' COMPENSATION

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Directors' Compensation   2014 Directors' Compensation

Stock Ownership Guidelines

Our stock ownership guidelines require directors to hold until retirement all annual equity awards granted after 2011. Stock ownership guidelines prior to 2012 required each nonemployee director to hold DuPont Common Stock equal to a multiple of two times the full Annual Retainer. Directors had up to five years from date of election to achieve the required ownership.

Deferred Compensation

Under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors, a director may defer all or part of the Board retainer and committee chair fees in cash or stock units until retirement as a director or until a specified year after retirement. Interest accrues on deferred cash payments and dividend equivalents accrue on deferred stock units. This deferred compensation is an unsecured obligation of the Company.

As part of the retention requirements, equity grants will be held until retirement. However, a director may defer payments beyond retirement.

Retirement Income Plan

DuPont'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 continue to be eligible to receive benefits under the plan. Upon retirement, annual benefits payable under the plan equal one-half of the annual Board retainer (up to $85,000 and exclusive of any committee compensation and stock, RSU or option grants) in effect at the director's retirement. Benefits are payable for the lesser of life or ten years.

Directors' Charitable Gift Plan

In October 2008, DuPont discontinued its Charitable Gift Plan with respect to future directors. The Directors' Charitable Gift Plan was established in 1993. After the death of a director, we will donate five consecutive annual installments of up to $200,000 each to tax-exempt educational institutions or charitable organizations recommended by the director and approved by DuPont.

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. DuPont does not purchase insurance policies to satisfy its obligations under the plan. The directors do not receive any personal financial or tax benefit from this program because any charitable, tax-deductible donations accrue solely to the benefit of the Company. Employee directors may participate in the plan if they make a required annual contribution.

Accidental Death and Disability Insurance

DuPont maintains $300,000 accidental death and disability insurance on nonemployee directors.

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Proposal 1 ELECTION OF DIRECTORS

Our Board's twelve nominees for election as directors are identified below. All of the Board's nominees are current members of the Board of Directors.

The Board has determined that, except for E. J. Kullman, Chair and CEO, each of the Board's nominees and each other person who served as director during 2014 is or was, independent within the independence requirements of the NYSE listing standards and in accordance with the Guidelines for Determining the Independence of DuPont Directors set forth in the Board's Corporate Governance Guidelines.

The Board knows of no reason why any of the Board's nominees would be unable to serve as a director. If any of the Board's nominees 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 may designate following recommendation by the Governance Committee, or the Board may reduce the number of directors to eliminate the vacancy.

The Board unanimously recommends using the enclosed WHITE proxy card to vote FOR each of the Board's twelve nominees for Director. Trian has provided DuPont with notice that it intends to nominate four nominees for election as directors at the Annual Meeting. As a result, the election of directors is considered a contested election as defined in the Company's Bylaws, and the twelve nominees receiving the largest pluralities of the votes cast will be elected.

The Board unanimously recommends that you disregard any proxy card that may be sent to you by Trian. Voting AGAINST Trian's nominees on its proxy card is NOT the same as voting FOR our Board's nominees, because a vote against Trian's nominees on its proxy card will revoke any previous proxy submitted by you. If you have already voted using a proxy card sent to you by Trian, you have every right to change it and we urge you to revoke that proxy by voting in favor of our Board's nominees by using the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted.

DIRECTOR SKILLS AND QUALIFICATIONS

Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. Leadership skills, scientific or technological expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, and diversity are among the relevant criteria, which will vary over time depending on the needs of the Board. Additionally, directors are expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibility. For additional information, see our Board's Corporate Governance Guidelines describing qualifications for directors.

When considering candidates for nomination, the Governance Committee takes into account these factors to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interest of all stockholders. The Governance Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to the Company. The evaluation process does not vary based on whether or not a candidate is recommended by a stockholder.

Messrs. Breen and Gallogly were identified by Board members and advisors to the Company and vetted through the use of a third party search firm. After a period of consultation, the Committee recommended the nomination of Messrs. Breen and Gallogly to the Board who subsequently unanimously approved their nominations. All of the Board's nominees, including Messrs. Breen and Gallogly, have been interviewed by members of the Governance Committee prior to their nomination to the Board.

In connection with Trian's nomination notice, members of the Governance Committee, including Mr. Cutler and Ms. Hewson, interviewed each of the Trian nominees. Ms. Kullman participated in the interviews with respect to all Trian nominees other than Mr. Peltz, with whom she had spoken on numerous occasions.

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Proposal 1: Election of Directors   Our Director Nominees

OUR DIRECTOR NOMINEES

The following material contains information concerning the Board's nominees, including their period of service as a director, their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, and age as of the 2015 Annual Meeting.

In addition to the information set forth below, Appendix C sets forth information relating to our directors, nominees for directors and certain of our officers and employees who may be considered "participants" in our solicitation under the applicable Securities and Exchange Commission rules by reason of their position as directors of the Company, as nominees for directors or because they may be soliciting proxies on our behalf.

The Board unanimously recommends using the enclosed WHITE proxy card to vote FOR each of the Board's twelve nominees for Director. Trian has provided DuPont with notice that it intends to nominate four nominees for election as directors at the Annual Meeting. As a result, the election of directors is considered a contested election as defined in the Company's Bylaws, and the twelve nominees receiving the largest pluralities of the votes cast will be elected.

The Board unanimously recommends that you disregard any proxy card that may be sent to you by Trian. Voting AGAINST Trian's nominees on its proxy card is not the same as voting FOR our Board's nominees, because a vote against Trian's nominees on its proxy card will revoke any previous proxy submitted by you. If you have already voted using a proxy card sent to you by Trian, you have every right to change it and we urge you to revoke that proxy by voting in favor of our Board's nominees by using the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted.

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Proposal 1: Election of Directors   Our Director Nominees

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Proposal 1: Election of Directors   Our Director Nominees

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Proposal 1: Election of Directors   Our Director Nominees

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Proposal 1: Election of Directors   Our Director Nominees

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Proposal 1: Election of Directors   Audit Committee Report

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Proposal 2 RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Article III, Section 4, 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 public 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 23, 2014, 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, an independent registered public accounting firm, has served as the Company's independent accountants continuously since 1954. The Audit Committee believes that the knowledge of the Company's business PwC has gained through this period of service is valuable. While from time to time, the Audit Committee considers whether there should be a rotation of the independent registered public accounting firm in order to assure continuing auditor independence, it and the Board believe that the continued retention of PwC is in the best interests of the Company and its investors.

Pursuant to the SEC rules, the lead partner must be rotated after five years giving the Company the benefit of new thinking and approaches. The Audit Committee and its chairperson are involved in the selection of the lead partner.

To assure that the audit and non-audit services performed by the independent registered public accounting firm do not impair its independence in appearance and/or fact, the Audit Committee has established policies and procedures requiring its pre-approval of all such services and associated fees.

The independent registered public accounting firm submits a report annually regarding the audit, audit-related, tax and other services it expects to render in the following year and the associated, forecasted fees to the Audit Committee for its approval. Audit services include the audit of the Company's Consolidated Financial Statements, separate audits of its subsidiaries, services associated with regulatory filings and attestation services regarding the effectiveness of the Company's internal controls over financial reporting. Audit-related services are assurance services that are reasonably related to the audit of the Company's Consolidated Financial Statements or services traditionally provided by the independent registered public accounting firm. Audit-related services include employee benefit plan audits; audits of carve-out financial statements related to divestitures; due diligence services regarding potential acquisitions or dispositions, including tax-related due diligence; and agreed-upon or expanded audit procedures related to regulatory requirements. Tax services include selected non-U.S. tax compliance services, advice and recommendation with respect to issues such as tax audits and appeals, restructurings, mergers and acquisitions, and assistance regarding appropriate handling of items on the returns, required disclosures, elections and filing positions available to the Company. Other services include non-financial attestation, assessment and advisory services.

If a service has not been included in the annual pre-approval process, it must be specifically pre-approved by the Audit Committee. In situations where the cost of services is likely to exceed the approved fees, excluding the impact of currency, specific pre-approval is required. Requests for specific pre-approvals will be considered by the full Audit Committee. If that is not practical, then the Chair may grant specific pre-approvals when the estimated cost for the service or the increase in fees for a previously pre- approved service does not exceed $500,000. Any such pre-approvals are reported to the full Audit Committee at its next meeting.

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Proposal 2   Ratification of Independent Registered Public Accounting Firm

The Audit Committee pre-approved all services rendered by and associated fees paid to PwC for fiscal years 2014 and 2013. These are shown by category in the following table.

Subject to ratification by the holders of DuPont Common Stock, the Audit Committee has reemployed PwC as the independent registered public accounting firm to audit the Company's Consolidated Financial Statements for the year 2015 and to render other services as required of them. The Audit Committee actively oversees the fee negotiations and approves the fees associated with the reemployment of PwC. 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.

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OWNERSHIP OF COMPANY STOCK

As of February 19, 2015, set forth below is certain information concerning beneficial owners known to DuPont of more than five percent of DuPont's outstanding Common Stock:

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SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS

The following table includes shares of DuPont Common Stock beneficially owned by each director, by each of the Board's nominees, by each executive officer named in the 2014 Summary Compensation Table and by all directors and executive officers as a group as of March 5, 2015. 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.

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. Based on our review of copies of reports we have received, and written representations received from our directors and executive officers with respect to

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filing of reports on Forms 3, 4 and 5, we believe that during 2014 all such required reports were filed on a timely basis.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

No individual who served on the Human Resources and Compensation Committee in 2014 was at any time during the year an officer or employee of DuPont or any of its subsidiaries nor was any such person a former officer of DuPont or any of its subsidiaries. No individual who served on the Human Resources and Compensation Committee in 2014 had any relationship requiring disclosure under the Securities and Exchange Commission's rules for disclosure of related party transactions. In addition, no member of the Board of Directors is an executive officer of another entity at which one of DuPont's executive officers serves on the board of directors.

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COMPENSATION DISCUSSION AND ANALYSIS

In this section, we review the objectives and elements of DuPont's executive compensation program and discuss and analyze the 2014 compensation decisions regarding our Named Executive Officers ("NEOs"):

•••

Ellen J. Kullman, Chair and Chief Executive Officer

•••

Nicholas C. Fanandakis, Executive Vice President and Chief Financial Officer

•••

Thomas M. Connelly, Jr., Executive Vice President and Chief Innovation Officer (retired on December 31, 2014)

•••

Mark P. Vergnano, Executive Vice President

•••

James C. Borel, Executive Vice President

COMPENSATION DISCUSSION AND ANALYSIS ("CD&A") TABLE OF CONTENTS

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Compensation Discussion and Analysis   Executive Summary

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Compensation Discussion and Analysis   Executive Summary

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Compensation Discussion and Analysis   Executive Summary

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Compensation Discussion and Analysis   Executive Summary

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Compensation Discussion and Analysis   Target Compensation Pay Mix

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Compensation Discussion and Analysis   Target Compensation Pay Mix

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Compensation Discussion and Analysis   Our Executive Compensation Philosophy

OUR EXECUTIVE COMPENSATION PHILOSOPHY

We design our executive compensation programs to attract, motivate, reward and retain the high-quality executives necessary to lead the Company and to accomplish our strategies. The following key principles guide the design and administration of those compensation programs:

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There should be a strong link between pay and performance

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Executives' interests should be aligned with stockholders' interests

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Programs should reinforce business strategies and drive long-term sustained stockholder value

DuPont Leadership — Advancing the Company Through Innovation

For more than 200 years, DuPont leaders have guided the Company through great changes, maintaining our position as a market leader fueled by science and innovation.

At DuPont, our executive compensation programs are dependent on achieving strategic operating goals and financial performance that ultimately drive stockholder returns.

HOW WE DETERMINE EXECUTIVE COMPENSATION

The Committee determines compensation for our NEOs and other executive officers. The NEOs are the Company's Chair and CEO, the Chief Financial Officer, and the three next most highly compensated executive officers.

For 2014, the Committee again retained Frederic W. Cook & Co., Inc. ("Cook"), as its independent compensation consultant on executive compensation matters. Cook performs work at the direction and under the supervision of the Committee, and provides no services to DuPont other than those for the Committee.

Oversight Responsibilities for Executive Compensation

Summarized in the table below are responsibilities for executive compensation.

In addition to Company and individual performance, the Committee considers a broad number of facts and circumstances in finalizing executive officer pay decisions, including competitive analysis, pay equity multiples and tally sheets.

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Compensation Discussion and Analysis   How We Determine Executive Compensation

We Conduct a Competitive Analysis

To ensure a complete and robust picture of the overall compensation environment and consistent comparisons for the CEO and other NEOs, compensation is assessed primarily against published compensation surveys. These surveys represent large companies with median revenue comparable to DuPont's "market," including surveys by Towers Watson and Aon Hewitt.

Peer Group Analysis

We also use a select group of peer companies ("peer group") to:

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Benchmark pay design including mix and performance criteria

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Measure financial performance for the PSU program

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Test the link between pay and performance

Because of the smaller number of companies, we periodically find volatility in peer group compensation levels year over year. Therefore, we use market survey information as the primary source of competitive data. Peer group compensation data is used only for the CEO and only as a secondary data point as described above.

The peer group reflects the diverse industries in which we operate, represents the multiple markets in which we compete — including markets for executive talent, customers and capital — and comprises large companies with a strong scientific focus and/or research intensity and a significant international presence.

To help guide the selection process in an objective manner, the Committee established the following criteria for peer group companies:

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Publicly traded U.S. companies and select European companies traded on the New York Stock Exchange to facilitate pay design and performance comparisons

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Direct business competitors

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Companies similar in revenue size to DuPont — As there are limited potential peers within a typical one-half to double revenue-size criterion, we established a broader one-third to triple range, which also ensures the inclusion of some direct competitors that would otherwise be excluded

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Meaningful international presence — At least one-third of revenues earned outside of the United States

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Scientific focus/research intensity — The criterion of a minimum of two percent research and development expense as percent of revenue results in the inclusion of several pharmaceutical companies. DuPont's research and development expense tends to be higher than that of industry peers

The 2014 peer group did not change from 2013 and consists of the following companies:

2014 PEER GROUP

Tally Sheets

For each NEO, the Committee annually reviews tally sheets that include all aspects of total compensation and the benefits associated with various termination scenarios. Tally sheets provide the Committee with information on all elements of actual and potential future compensation of the NEOs, as well as data on wealth accumulation. This helps the Committee confirm that there are no unintended consequences of its actions.

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Compensation Discussion and Analysis   Components of Our Executive Compensation Program

COMPONENTS OF OUR EXECUTIVE COMPENSATION PROGRAM

The components of our executive compensation program align with our compensation philosophy and core principles.

DIRECT COMPENSATION COMPONENTS

Target Compensation Pay Mix

To reinforce our pay-for-performance philosophy, at least 80% of targeted TDC is at risk and fluctuates with our financial results and share price. We believe this approach motivates executives to consider the impact of their decisions on stockholder value.

To lessen the possible risk inherent in the greater focus on long-term incentives, executives receive a mix of different forms of stock compensation:

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PSUs (rewards key financial performance in relation to the peer group in revenue growth and TSR). Overlapping performance cycles in the PSU program assure sustainability of performance

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Stock options (rewards for stock price appreciation and direct link to stockholder experience)

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RSUs (intended as retention tool and linked to stock price)

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Compensation Discussion and Analysis   Components of Our Executive Compensation Program

2014 TARGET COMPENSATION MIX AND "PAY AT RISK"

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89% of TDC for the CEO is at risk

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20% of the amount at risk is tied to achievement of annual incentive goals, and 80% is tied to achievement of share price or financial goals over a longer period

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On average, 80% of TDC for the other NEOs is at risk

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25% of the amount at risk is tied to achievement of annual incentive goals, and 75% is tied to achievement of share price or financial goals over a longer period

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Benefits, Retirement and Other Compensation Components

In addition to the annual and long-term direct compensation programs designed to align pay with performance, we provide our executives with benefits, retirement plans, and limited perquisites.

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Compensation Discussion and Analysis   Components of Our Executive Compensation Program

Because we use only compensation practices that support our guiding principles, we do NOT offer our executives:

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Employment agreements

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Severance agreements except in the event of a change in control (double-trigger) or limited-duration agreements for newly hired executives when there is a demonstrated business need

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Tax gross-ups on benefits and perquisites other than relocation benefits

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Supplemental executive retirement benefits

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Retirement plans that grant additional years of service or include long-term incentives in the benefit calculation

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Repricing of stock options/repurchases of underwater stock options for cash

Change in Control Severance Benefits

To ensure that executives remain focused on Company business during a period of uncertainty, in 2013, DuPont adopted the Senior Executive Severance Plan. For any benefits to be earned, a change in control must occur and the executive's employment must be terminated within two years following the change in control, either by the Company without cause or the executive for good reason (often called a "double trigger"). The plan does not provide tax gross-ups. Payments and benefits to the executive will be reduced to the extent necessary to result in the executive's retaining a larger after-tax amount, taking into account the income, excise and other taxes imposed on the payments and benefits. For additional information, see "Potential Payments Upon Termination or Change in Control."

Benefits provided under the program include:

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Lump sum cash payment equal to two times (three times for the CEO) the sum of the executive's base salary and target annual bonus;

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A lump sum cash payment equal to the pro-rated portion of the executive's target annual bonus for the year of termination; and

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Continued health and dental benefits, financial counseling and outplacement services for two years (three years for the CEO) following the date of termination.

The Senior Executive Severance Plan includes a 12-month non-competition, non-solicitation, non-disparagement and confidentiality provisions (18 months for the CEO).

HOW WE MANAGE COMPENSATION RISK

The Committee regularly monitors our compensation programs to assess whether those programs are motivating the desired behaviors while delivering on DuPont's performance objectives and encouraging appropriate levels of risk-taking. In 2014, the Committee asked Cook to test whether the Company's compensation programs encourage the appropriate levels of risk-taking given the Company's risk profile. Cook's review encompassed an assessment of risk pertaining to a broad range of design elements, such as mix of pay, performance metrics, goal-setting and payout curves, payment timing and adjustments, and the presence of maximum payments, as well as other mitigating program attributes. Cook's analysis determined, and the Committee concurred, that our compensation programs do not encourage behaviors that would create undue material risk for DuPont.

Payout Limitations or Caps

Payout limitations, or "caps," play a vital role in risk mitigation, and all metrics in the STIP and PSU programs are capped at 200% payout to protect against excessive payouts. Our performance/payout leverage is slightly less than competitive practice, reflecting our risk profile as a Company, and our rigor in setting performance targets. Clawback provisions, stock ownership guidelines and insider trading policies that prohibit executives from entering into derivative transactions also protect against excessive risk in the Company's incentive programs.

Stock Ownership Guidelines

The Company requires that NEOs accumulate and hold shares of DuPont Common Stock with a value equal to a specified multiple of base pay.

Stock ownership guidelines include a retention ratio requirement. Under the policy, until the required ownership is reached, executives are required to retain 75% of net shares acquired upon any future vesting of stock units, after deducting shares used to pay applicable taxes.

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Compensation Discussion and Analysis   How We Manage Compensation Risk

The multiples for specific executive levels are shown below. Each NEO exceeds the ownership goal.

For purposes of the stock ownership guidelines, we include direct ownership of shares and stock units held in employee plans. Stock options and PSUs are not included in determining whether an executive has achieved the ownership levels.

Compensation Recovery Policy (Clawback)

The Company has a compensation recovery policy that covers each current and former employee of DuPont or an affiliated company who is, or was, the recipient of incentive-based compensation ("Grantee"). If a Grantee engages in misconduct, then:

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He/she forfeits any right to receive any future awards or other equity-based incentive compensation

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The Company may demand repayment of any awards or cash payments already received by a Grantee

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The Grantee will be required to provide repayment within ten (10) days following such demand

"Misconduct" means any of the following:

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The Grantee's employment or service is terminated for cause

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There has been a breach of a noncompete or confidentiality covenant set out in the employee agreement

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The Company has been required to prepare an accounting restatement due to material noncompliance, as a result of fraud or misconduct, with any financial reporting requirement under the securities laws, and the Committee has determined, in its sole discretion, that the Grantee (a) had knowledge of the material noncompliance or the circumstances that gave rise to such noncompliance and failed to take reasonable steps to bring it to the attention of appropriate individuals within the Company or (b) personally and knowingly engaged in practices which materially contributed to the circumstances that enabled a material noncompliance to occur

Awards granted prior to March 2, 2011, are subject to the clawback provisions that were in effect at the time of the grant, as disclosed in prior years' proxy statements.

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Compensation Discussion and Analysis   2014 Compensation Decisions

2014 COMPENSATION DECISIONS

Our Annual Compensation Program

Annual Base Salary

In setting 2014 NEO salaries, the Committee took a wide range of facts and circumstances into consideration. These included a corporate base salary merit increase budget of 3% for 2014, business results, market competitiveness, peer group competitiveness (CEO only), internal relationships, tally sheets and individual performance. Merit increases were effective March 1, 2014.

The table below shows the base salary rate as of December 31 for the applicable year. This information is different from the base salary provided in the 2014 Summary Compensation Table ("SCT"), which reflects the actual base pay received for the year.

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Compensation Discussion and Analysis   2014 Compensation Decisions

Annual Short-Term Incentives

Our annual incentive plan design ensures that our executives maintain a strong focus on those financial metrics (e.g., revenue growth and earnings growth) that have been shown to be closely linked to stockholder value creation over time. For 2014, STIP awards were based on the following formula, measures and weightings. The Committee approves these factors at the beginning of each fiscal year. Each element is discussed in greater detail below.

1. Target Short-Term Incentive Program

Our STIP targets are set as a percentage of base salary, consistent with market practice. The target STIP percentage for each level is reviewed regularly against market and approved annually by the Committee (or in the case of the CEO, by the Board). The actual calculation of the 2014 target STIP amount for Mrs. Kullman and the other NEOs is detailed in the table below.

2. STIP Payout Factor:

The weighted average payout factor for the STIP is based on actual performance on each measure and the weighting of that performance measure.

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Compensation Discussion and Analysis   2014 Compensation Decisions

STIP PERFORMANCE MEASURES

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Compensation Discussion and Analysis   2014 Compensation Decisions

CHANGES FOR 2015 STIP PERFORMANCE MEASURES

Based on our comprehensive review of the STIP completed at the request of the Committee, the following changes to the 2015 annual incentive plan were approved with respect to the CEO and other NEOs.

In addition to the 2015 STIP changes mentioned in the above table, we raised the performance threshold for Operating EPS from 70% to 80%, which supports the increased focus on this metric and our pay-for-performance philosophy. Slopes and performance ranges for the other metrics, as well as the maximum performance range of 120% for Operating EPS remain unchanged from 2014. See discussion below.

2014 STIP PERFORMANCE AND PAYOUT FACTORS

Corporate and business unit performances are converted to a corresponding payout factor based on the concept of "leverage," i.e., the relationship between performance for a given metric and its payout factor. The leverage in our plan is consistent with competitive practice. For example, Operating EPS, business unit ATOI, business unit revenue, and business unit CFFO leverage is 2:1 below target and 5:1 above target. So, participants have two percentage points in payout deducted for each one percent change in performance below target, and receive five percentage points in payout for each one percent change in performance above target. In addition to steeper slopes, performance ranges were narrowed, resulting in a threshold performance requirement of 70% (80% for revenue metric) and a maximum payout at 120% performance or above. All metrics are capped at 200% payout.

2014 Results

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Compensation Discussion and Analysis   2014 Compensation Decisions

3. Final STIP Payout

As illustrated in the table below, the final 2014 STIP payout is determined by multiplying the target STIP amount by the final total payout factor.

The 2014 STIP awards are limited to 0.25% of adjusted net income of the Company for the CEO and 0.15% for other executive officers.

Our Long-Term Incentive Program

In 2014, our LTI program for NEOs consisted of a mix of stock options, PSUs, and RSUs, all based on fair value on the grant date. For 2014, the Committee revised the mix to increase PSUs to 50%, and decreased stock options and RSUs to 25% each. This shift reinforces our emphasis on pay for performance.

The following table summarizes the performance drivers, mix, and objectives for the various LTI components as they relate to NEOs:

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Compensation Discussion and Analysis   2014 Compensation Decisions

When choosing the performance metrics for the PSU awards (which represents 50% of each executive's equity compensation) and based on our pay-for-performance philosophy, the Committee continues to use two metrics that drive shareholder value. In 2015, the performance metrics of our PSU awards will be based on:

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Relative TSR (same as previous) and

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Operating Earnings (replacing relative revenue growth).

Relative TSR continues to be one of the most prevalent performance metrics used for measuring the return an investor receives by purchasing our common stock relative to our peer group. The Committee continues to use a second financial performance metric that is specific to the Company. The Operating Earnings metric incentivizes profitability and growth in line with the Company's long-term goals.

2014 Long-Term Incentive Awards

Annual awards to employees, including NEOs, are made at a pre-established Committee meeting in early February. This allows sufficient time for the market to absorb announcement of annual earnings, which is typically made during the fourth week of January. We do not time equity awards in coordination with the release of material nonpublic information. The grant price is the closing price on the date of grant.

Each year the Committee establishes target LTI values based on a number of factors including market practices, internal equity, and cost. For 2014, the Committee increased LTI targets approximately 10% to be more in line with competitive market levels and will continue to move toward market median over time.

Performance Share Units Granted in 2014

The actual number of shares earned for the PSUs granted in 2014 will be based on DuPont's revenue growth and TSR relative to the peer group for the three-year performance period of 2014 through 2016, as shown in the table below.

PERFORMANCE TARGETS (2014–2016 PERFORMANCE PERIOD)

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Compensation Discussion and Analysis   2014 Compensation Decisions

2012–2014 PSU PROGRAM (PAYABLE IN 2015)

The three-year performance period for PSUs awarded in 2012 ended on December 31, 2014. The final number of shares earned was based on revenue growth and TSR in relation to the peer group over the three-year performance period. The final payout determination was made in March of 2015 after a review of the Company's and peer group's performance. Revenue growth was comparable to those of the 24^th percentile of the peer group. TSR was comparable to those of the 41^st percentile of the peer group. This resulted in an overall payout at 37%. TSR (stock price appreciation plus dividends) for the 2012 PSU program was calculated based on a practice predominant among our peer group members for compensation purposes and in accordance with the terms of the plan. The underlying TSR was calculated using a 20-day closing average stock price immediately prior to the beginning of the three-year performance period and the average closing stock price over the last 20 days of that performance period.

Further details are provided in the 2014 Option Exercises and Stock Vested Table.

Target units and year-end values for PSU awards in 2012 through 2014 are included in the Outstanding Equity Awards Table.

Deductibility of Performance-Based Compensation

IRC Section 162(m) generally precludes a public corporation from taking a deduction for compensation in excess of $1,000,000 for its CEO or any of its three next-highest-paid executive officers (other than the Chief Financial Officer), unless certain specific and detailed criteria are satisfied. This limitation does not apply to qualified performance-based compensation.

We review all compensation programs and payments to determine the tax impact on the Company as well as on the executive officers. In addition, we review the impact of our programs against other considerations, such as accounting impact, stockholder alignment, market competitiveness, effectiveness and perceived value to employees. Because many different factors influence a well-rounded, comprehensive executive compensation program, some compensation might not, on some occasions, be deductible under IRC Section 162(m).

The stockholder-approved Equity and Incentive Plan ("EIP") is designed to allow the Company to issue awards that qualify as performance-based compensation under IRC Section 162(m).

We will continue to monitor developments and assess alternatives for preserving the deductibility of compensation payments and benefits to the extent reasonably practicable consistent with our compensation policies and as determined to be in the best interests of DuPont and its stockholders.

2014 NEO PERFORMANCE AND TOTAL COMPENSATION SUMMARY

Each year, the full Board conducts a review of the CEO's performance. The CEO provides the Committee with an assessment of performance for each of the NEOs. The assessment of individual performance takes into account a number of quantitative and qualitative factors such as attainment of key strategic growth goals, specific revenue and earnings goals for each business, achievement of fixed cost reduction targets, and successful acquisitions/divestitures and integration efforts, as well as the financial performance and overall company performance mentioned on the prior pages. After assessing each NEO's individual performance for 2014 against our performance metrics, the Board and Committee made the determination of each executive's compensation.

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Compensation Discussion and Analysis   2014 NEO Performance and Total Compensation Summary

Total 2014 NEO Compensation

The Company and individual performance outlined above resulted in total NEO compensation for 2014 as shown in the table that follows. This table is not intended to be a substitute for the SCT or GPBAT. Base salary is shown as of December 31, 2014. STIP awards and LTI awards for 2014 are reflected in the SCT and GPBAT. The value of LTI awards reflected in this table differs from the value of equity awards shown in the SCT and GPBAT because those tables reflect the probable outcome of the performance conditions for PSUs. The LTI amounts shown in this table value PSUs at the closing price of DuPont Common Stock on the date of grant, and reflect the value the Committee considered when making LTI awards for 2014.

Pay Equity Multiple

The Committee has a long-standing practice of comparing CEO pay to that of other key executives. To ensure that NEOs are paid appropriately in relation to each other and that we manage the pay differential between the CEO and the other NEOs, we apply a pay equity multiple to average target total cash compensation ("TCC" equals base salary plus STIP awards) and average target TDC (TDC equals TCC plus LTI).

The 2014 pay equity multiples were as follows:

   

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(1)

See Appendix B for additional information regarding these and other non-GAAP financial measures.

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Compensation Discussion and Analysis   2014 NEO Performance and Total Compensation Summary

COMPENSATION OF EXECUTIVE OFFICERS

2014 SUMMARY COMPENSATION TABLE

The following table summarizes the compensation of the NEOs for the fiscal year ending December 31, 2014. The NEOs are DuPont's CEO and Chief Financial Officer ("CFO"), and the next three most highly compensated executive officers ranked by their total compensation (reduced by the amount of change in pension value and nonqualified deferred compensation earnings) in the 2014 Summary Compensation Table.

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Compensation of Executive Officers   2014 Summary Compensation Table

Narrative Discussion of Summary Compensation Table

Salary

Amounts shown in the "Salary" column of the table above represent base salary earned during 2014. Base salary rate changes for all NEOs were effective March 1. Base salary for 2014 represented 11% of TDC (base salary, STIP awards and LTI awards) for the CEO and, on average, 20% of TDC for the other NEOs, which is consistent with the Human Resources and Compensation Committee's goal of placing emphasis on "at risk" compensation.

Stock Awards

Amounts shown in the "Stock Awards" column of the table above represent the aggregate grant date fair value of RSUs and PSUs computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value is based upon the probable outcome of the performance conditions. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. Refer to 2014 Grants of Plan-Based Awards — Grant Date Fair Value of Stock Option Awards for a detailed discussion of the grant date fair value of stock awards.

Option Awards

Amounts shown in the "Option Awards" column of the table above represent the aggregate grant date fair value of stock options computed in accordance with FASB ASC Topic 718. Refer to 2014 Grants of Plan-Based Awards — Grant Date Fair Value of Stock Option Awards for a detailed discussion of the grant date fair value of option awards.

Non-Equity Incentive Plan Compensation

Amounts shown in the "Non-Equity Incentive Plan Compensation" column of the table above represent cash-based short-term incentive, or STIP, awards paid for a given year.

Change in Pension Value and Nonqualified Deferred Compensation Earnings

Amounts shown in the "Change in Pension Value and Nonqualified Deferred Compensation Earnings" column of the table above represent the estimated change in the actuarial present value of accumulated benefits for each of the NEOs at the earlier of either age 65 or the age at which the NEO is eligible for an unreduced pension. Key actuarial assumptions for the present value of accumulated benefit calculation can be found in Note 18 ("Long-Term Employee Benefits") to the Consolidated Financial Statements in DuPont's Annual Report on Form 10-K for the year ended December 31, 2014. Assumptions are further described in the narrative discussion following the Pension Benefits table.

There were no above-market or preferential earnings during 2014 on nonqualified deferred compensation. Generally, earnings on nonqualified deferred compensation include returns on investments in seven core investment alternatives, interest accruals on cash balances, DuPont Common Stock returns and dividend reinvestments. Interest is accrued on cash balances based on a rate that is traditionally less than 120% of the applicable federal rate, and dividend equivalents are accrued at a non-preferential rate. In addition, the other core investment alternatives are a subset of the investment alternatives available to all employees under the Company's RSP plan. Accordingly, these amounts are not considered above-market or preferential earnings for purposes of, and are not included in, the 2014 Summary Compensation Table.

Accordingly, all amounts shown in this column reflect the change in the pension value under the Pension Plan and Pension Restoration Plan. The change in pension value represents the change from 2013 to 2014 in the present value of an NEO's accumulated benefit as of the applicable pension measurement date.

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Compensation of Executive Officers   2014 Summary Compensation Table

All Other Compensation

Amounts shown in the "All Other Compensation" column of the table above include perquisites and personal benefits (if greater than or equal to $10,000); registrant (Company) contributions to qualified defined contribution plans; and registrant (Company) contributions to nonqualified defined contribution plans. The following table details those amounts.

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Compensation of Executive Officers   2014 Grants of Plan-Based Awards

2014 GRANTS OF PLAN-BASED AWARDS

The following table provides information on STIP awards, stock options, RSUs and PSUs granted in 2014 to each of our NEOs. For a complete understanding of the table, refer to the narrative discussion that follows.

Narrative Discussion of Grants of Plan-Based Awards Table

Estimated Future Payouts Under Non-Equity Incentive Plan Awards

Amounts shown in this column of the table above represent STIP award opportunities for 2014 under the EIP. A target STIP award is established for each NEO at the beginning of the relevant fiscal year based on a percentage of the NEO's base salary. The actual STIP payout for NEOs, which can range from 0% to 200% of target, is based on corporate and total business unit performance and individual performance. Refer to pages 53 through 56 for more details.

Estimated Future Payouts Under Equity Incentive Plan Awards

Amounts shown in this column of the table above represent the potential payout range of PSUs granted in 2014. Vesting is based equally upon corporate revenue growth and TSR, both in relation to the predefined peer group. Performance and payouts are determined independently for each metric. At the conclusion of the three-year performance period, the actual award, delivered as DuPont Common Stock, can range from 0% to 200% of the original grant. Dividend equivalents are applied after the final performance determination.

For a discussion of the impact on PSUs of any termination, see Potential Payments Upon Termination or Change in Control.

All Other Stock Awards: Number of Shares of Stock or Units

Amounts shown in this column of the table above represent RSUs granted in 2014 that are paid out in shares of DuPont Common Stock and vest ratably over a three-year period, one-third on each anniversary date. Dividend equivalents are applied and are subject to the same restrictions as the RSUs. For a discussion of the impact on RSUs of any termination, see Potential Payments Upon Termination or Change in Control.

All Other Option Awards: Number of Securities Underlying Options

Amounts shown in this column of the table above represent nonqualified stock options granted in 2014 with a seven-year term and ratable vesting over a three-year period, one-third on each anniversary date. The exercise price of options granted, as shown in the table above, is based on the closing price of DuPont Common Stock on the date of grant.

For a discussion of the impact on options of any termination, see Potential Payments Upon Termination or Change in Control.

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Compensation of Executive Officers   2014 Grants of Plan-Based Awards

Grant Date Fair Value of Stock and Option Awards

Except with respect to PSUs, amounts shown in this column of the table above reflect the grant date fair value of the equity award computed in accordance with FASB ASC Topic 718. For PSUs, the grant date fair value is based upon the probable outcome of the performance conditions. This amount is consistent with the estimate of aggregate compensation cost to be recognized over the service period determined as of the grant date under FASB ASC Topic 718, excluding the effect of estimated forfeitures. The grant date fair value of the PSUs, subject to the TSR metric, was $79.93, estimated using a Monte Carlo simulation. The grant date fair value of the PSUs, subject to the revenue metric, was based upon the closing price of the underlying DuPont Common Stock as of the grant date, which was $61.90.

The grant date fair value of RSUs reflected in this column is based on the closing price of DuPont Common Stock as of the grant date, which was $61.90.

For purposes of determining the fair value of stock option awards, we use the Black-Scholes option pricing model and the assumptions set forth in the table below. The weighted average grant date fair value of options granted in 2014 was $13.68. We determine the dividend yield by dividing the current annual dividend on the DuPont Common Stock by the option exercise price. A historical daily measurement of volatility is determined based on the expected life of the option granted. The risk-free interest rate is determined by reference to the yield on an outstanding U.S. Treasury Note with a term equal to the expected life of the option granted. Expected life is determined by reference to the Company's historical experience.

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Compensation of Executive Officers   Outstanding Equity Awards

OUTSTANDING EQUITY AWARDS

The following table shows the number of shares underlying exercisable and unexercisable options and unvested and, as applicable, unearned RSUs and PSUs held by our NEOs at December 31, 2014. Market or payout values in the table below are based on the closing price of DuPont Common Stock as of that date.

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Compensation of Executive Officers   Outstanding Equity Awards

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Compensation of Executive Officers   2014 Option Exercises and Stock Vested

2014 OPTION EXERCISES AND STOCK VESTED

The table below shows the number of shares of DuPont Common Stock acquired upon the exercise of stock options and the vesting of RSUs and PSUs during 2014.

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Compensation of Executive Officers   Pension Benefits

PENSION BENEFITS (AS OF FISCAL YEAR ENDED DECEMBER 31, 2014)

The table below shows the present value of accumulated benefits for the NEOs under the Pension Plan and the Pension Restoration Plan, as of December 31, 2014. For a complete understanding of the table, refer to the narrative discussion that follows.

Narrative Discussion of Pension Benefits

The NEOs participate in the Pension Plan, a tax-qualified defined benefit pension plan that covers a majority of our U.S. employees, except those hired or rehired after December 31, 2006. The Pension Plan provides employees with a lifetime retirement income based on years of service and the employees' final average pay near retirement. The normal form of benefit for married individuals is a 50% qualified joint and survivor annuity. The normal form of benefit for unmarried individuals is a single life annuity, which is actuarially equivalent to the normal form for married individuals. Normal retirement age under the Pension Plan is generally age 65, and benefits are vested after five years of service. Under the provisions of the Pension Plan, employees are eligible for unreduced pensions when they meet one of the following conditions:

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Age 65 or older with at least five years of service

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Age 58 with age plus service equal to or greater than 85

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Permanent incapacity to perform duties, with at least 15 years of service (provision eliminated beginning 1/1/2015)

An employee who is not eligible for retirement with an unreduced pension is eligible for retirement with a reduced pension if he/she is at least age 50 with at least 15 years of service. His/her pension is reduced by the greater of 5% for every year that his/her age plus service is less than 85 or 5% for every year that his/her age is less than 58. In no event will the reduction exceed 50%. As of December 31, 2014, all NEOs, other than Mr. Vergnano, are eligible for an unreduced pension.

The primary pension formula that applies to the NEOs provides a monthly retirement benefit equal to:

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Compensation of Executive Officers   Pension Benefits

Average monthly compensation is based on the employee's three highest-paid years or, if greater, the 36 consecutive highest-paid months. Compensation for a given month includes regular compensation plus one-twelfth of an individual's STIP award for the relevant year. Other bonuses are not included in the calculation of average monthly compensation.

If benefits provided under the Pension Plan exceed the applicable IRC compensation or benefit limits, the excess benefit is paid under the Pension Restoration Plan, an unfunded nonqualified plan. Effective January 1, 2007, the form of benefit under the Pension Restoration Plan for participants not already in pay status is a lump sum. The mortality tables and interest rates used to determine lump sum payments are the Applicable Mortality Table and the Applicable Interest Rate prescribed by the Secretary of the Treasury in IRC Section 417(e)(3).

The Company does not grant any extra years of credited service for pension benefit purposes.

Key actuarial assumptions for the present value of accumulated benefit calculation can be found in Note 17 ("Long-Term Employee Benefits") to the Consolidated Financial Statements in DuPont's Annual Report on Form 10-K for the year ended December 31, 2014. All other assumptions are consistent with those used in the Long-Term Employee Benefits Note, except that the present value of accumulated benefit uses a retirement age at which the NEO may retire with an unreduced benefit under the Pension Plan. The valuation method used for determining the present value of the accumulated benefit is the traditional unit credit cost method.

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Compensation of Executive Officers   Nonqualified Deferred Compensation

NONQUALIFIED DEFERRED COMPENSATION

The following table provides information on DuPont's defined contribution or other plans that provide for deferrals of compensation on a basis that is not tax-qualified. For a complete understanding of the table, refer to the narrative discussion that follows.

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Compensation of Executive Officers   Nonqualified Deferred Compensation

Narrative Discussion of the Nonqualified Deferred Compensation Table

DuPont offers several nonqualified deferred compensation programs under which participants voluntarily elect to defer some portion of base salary, STIP, or LTI awards until a future date. Deferrals are credited to an account and earnings are calculated thereon in accordance with the applicable investment option or interest rate. With the exception of the RSRP, there are no Company contributions or matches. The RSRP was adopted to restore Company contributions that would be lost due to IRC limits on compensation that can be taken into account under DuPont's tax-qualified savings plan. Amounts shown in the Nonqualified Deferred Compensation Table as Deferred STIP or Deferred LTI represent deferrals of short- and long-term awards prior to the adoption of the MDCP in May 2008.

The following provides an overview of the various deferral options as of December 31, 2014.

Base Salary

Under the RSRP, an NEO can elect to defer eligible compensation (generally, base salary plus STIP) that exceeds the regulatory limits ($260,000 in 2014) in increments of 1% up to 6%. DuPont matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. DuPont also makes an additional contribution of 3% of eligible compensation. Participant investment options under the RSRP mirror the options available under the qualified plan. Distributions may be made in the form of a lump sum or annual installments after separation from service.

Under the MDCP, an NEO can elect to defer the receipt of up to 60% of his/her base salary. DuPont does not match base salary deferrals under the MDCP. Participants may select from among seven core investment options under the MDCP for base salary deferrals, including DuPont Common Stock units with dividend equivalents credited as additional stock units. In general, distributions may be made in the form of a lump sum at a specified future date prior to separation from service or a lump sum or annual installments after separation from service.

STIP

Under the RSRP, an NEO can elect to defer eligible compensation (generally, base salary plus STIP) that exceeds the regulatory limits ($260,000 in 2014) in increments of 1% up to 6%. DuPont matches participant contributions on a dollar-for-dollar basis up to 6% of eligible pay. DuPont also makes an additional contribution of 3% percent of eligible compensation. Participant investment options under the RSRP mirror the options available under the qualified plan. Distributions may be made in the form of a lump sum or annual installments after separation from service.

Under the MDCP, an NEO can elect to defer the receipt of up to 60% of his/her STIP award. DuPont does not match STIP deferrals under the MDCP. Participants may select from among seven core investment options under the MDCP for STIP deferrals, including DuPont Common Stock units with dividend equivalents credited as additional stock units. In general, distributions may be made in the form of a lump sum at a specified future date prior to separation from service or a lump sum or annual installments after separation from service.

LTI

Under the MDCP, an NEO can elect to defer the receipt of 100% of his/her LTI awards (RSUs and/or PSUs). DuPont does not match LTI deferrals under the MDCP. LTI deferrals under the MDCP are in the form of DuPont Common Stock units with dividend equivalents credited as additional stock units.

POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL

As described in the CD&A, the Company adopted a Senior Executive Severance Plan in 2013. For a description of the plan, see Components of Our Executive Compensation Program — Change in Control Severance Benefits. Potential payments under the plan are reflected in the table that follows. The table also includes potential payments under the EIP. The treatment of benefits under each plan on termination or change in control is detailed in the footnotes to the table.

The following information does not quantify payments under plans that are generally available to all salaried employees, similarly situated to the NEOs in age, years of service, date of hire, etc., and that do not discriminate in scope, terms, or operation in favor of executive officers. For example, all participating employees who terminated on December 31, 2014, are entitled to receive any STIP awards under the EIP for 2014. See also the Pension Benefits and Nonqualified Deferred Compensation tables and accompanying narrative discussions for benefits or balances, as the case may be, under those plans as of December 31, 2014.

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Compensation of Executive Officers   Potential Payments Upon Termination or Change in Control

Due to the number of factors that affect the nature and amount of any benefits provided upon the events discussed below, any actual amounts paid or distributed may be different. Factors that could affect those amounts include the timing during the year of any such event, DuPont's stock price and the executive's age.

If an individual engages in misconduct, we may demand that he/she repay any long-term or short-term incentive award, or cash payments received as a result of such an award, within 10 days following written demand by DuPont. See the discussion How We Manage Compensation Risk — Compensation Recovery Policy (Clawbacks).

For the CEO and other NEOs, the benefits that would become payable upon termination of employment, death, disability, or change in control as of December 31, 2014, are outlined below, based on DuPont's closing stock price of $73.94 (as reported on the New York Stock Exchange) on that date. Mr. Connelly retired as of December 31, 2014. Accordingly, for him, all columns in the table below other than "Retirement" show "N/A."

(1)

Since 2012, the award agreements for stock options, RSUs and PSUs contain restrictive covenants that may result in forfeiture of unvested stock options, RSUs and PSUs upon a breach of confidentiality, nonsolicitation and noncompetition obligations during employment and after termination of employment (for a period of one year for nonsolicitation and noncompetition).

(2)

Upon voluntary termination or termination for cause, the various Company plans and programs provide for forfeiture of all unvested stock options, RSUs and PSUs. To the extent that an NEO is retirement-eligible, unvested stock options, RSUs and/or PSUs are treated as if the NEO has retired.

(3)

Upon termination for lack of work or disability:

•

Vested options may be exercised during the one-year period following termination. During the one-year period, options continue to become exercisable in accordance with the three-year vesting schedule, as if the employee had not separated from service. Amount shown represents the in-the-money value of those options that would vest within the one-year period following December 31, 2014.

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Compensation of Executive Officers   Potential Payments Upon Termination or Change in Control

•

RSUs that are awarded as part of the annual award to eligible employees are automatically vested and paid out. Special or one time awards are forfeited upon a termination for lack of work. Upon disability, special or one time RSU awards are automatically vested and paid out. Amount shown for termination due to lack of work represents the value of regular annual RSUs as of December 31, 2014. Amount shown for disability represents the value of all RSUs as of December 31, 2014.



•

PSUs remain subject to original performance period, prorated for the number of months of service completed during the performance period. Amount shown represents the prorated target value of PSUs as of December 31, 2014.

To the extent that an NEO is retirement-eligible, unvested stock options, RSUs and/or PSUs are treated as if the NEO has retired.

(4)

Upon retirement, NEOs are treated as if they had not separated from service and:

•

Options continue vesting in accordance with the three-year vesting schedule. Amount shown represents the in-the-money value of unvested options as of December 31, 2014.



•

Restrictions on the regular annual RSUs lapse on the original schedule. Special or one time RSU awards are forfeited. Amount shown represents the value of regular annual RSUs as of December 31, 2014.



•

PSUs are subject to the original performance period, prorated for the number of months of service completed during the performance period. Amount shown represents the prorated target value of PSUs as of December 31, 2014.

Regardless of the above, any retirement within six months of the grant date results in forfeiture of the award.

(5)

Upon death:

•

Options are fully vested and exercisable and expire two years following death or at the end of the original term, whichever is shorter. Amount shown represents the in-the-money value of unvested options as of December 31, 2014.



•

All RSUs are automatically vested and paid out. Amount shown represents the value of all RSUs as of December 31, 2014.



•

PSUs remain subject to the original performance period, prorated for the number of months of service completed during the performance period. Amount shown represents the prorated target value as of December 31, 2014.

(6)

Upon change in control:

•

For awards granted between 2008 and 2011, treatment is as follows:



•

Stock options become fully vested and exercisable. Amount shown represents the in-the-money value of unvested options as of December 31, 2014.



•

Restrictions on all RSUs lapse. Amount shown represents the value of all RSUs as of December 31, 2014.



•

PSUs are paid at target, prorated for the number of months of service completed during the performance period. Amount shown represents the prorated target value as of December 31, 2014.



•

Treatment for awards made in 2012 and after varies depending on whether the Company is the surviving entity and, if not, whether the awards are assumed by an acquiring entity. Values shown in the table above assume that the Company is not the surviving entity and the acquiring entity does not assume or otherwise provide for continuation of the awards.



•

Options are immediately vested and cancelled in exchange for payment in an amount equal to (i) the excess of the fair market value per share of the stock subject to the award immediately prior to the change in control over the exercise or base price per share of stock subject to the award multiplied by (ii) the number of shares granted. Amount shown represents the in-the-money value of unvested options as of December 31, 2014.



•

RSUs are immediately vested and all restrictions lapse. Awards cancelled in exchange for a payment equal to the fair market value per share of the stock subject to the award immediately prior to the change in control multiplied by the number of shares granted. Amount shown represents the value of all RSUs as of December 31, 2014.



•

PSUs are converted into time-vested RSUs at target, without proration and treated consistently with time-vested awards as described above. Amount shown represents the target value as of December 31, 2014.

In the event that the company is the surviving entity or the acquiring entity assumes or otherwise provides for continuation of the awards, all stock options and RSUs remain in place or substitute awards are issued. PSUs are converted into time-vested RSUs at target without proration and treated consistently with time-vested awards.


Upon termination without cause or termination for good reason within two years after a change in control all awards vest in full. Options remain exercisable for two years, or the original expiration date, whichever first occurs.


Regardless of the foregoing, any termination within six months of the grant date results in forfeiture of the award.


Under the Senior Executive Severance Plan, a change in control must occur and the executive's employment must be terminated within two years following the change in control, either by the Company without cause or the executive for good reason (often called a "double trigger"). Benefits provided under the plan include: (i) lump sum cash payment equal to two times (three times for the CEO) the sum of the executive's base salary and target annual bonus; (ii) a lump sum cash payment equal to the pro-rated portion of the executive's target annual bonus for the year of termination; and (iii) continued health and dental benefits, financial counseling, tax preparation services and outplacement services for two years (three years for the CEO) following the date of termination.

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Proposal 3 MANAGEMENT PROPOSAL TO APPROVE,
 BY ADVISORY VOTE, EXECUTIVE
 COMPENSATION

Congress adopted Section 14A of the Securities Exchange Act of 1934, as part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010. Under this regulation, the Board is giving our stockholders an annual opportunity to approve on an advisory, or non-binding, basis, the compensation of our named executive officers, as disclosed in this Proxy Statement. The Board of Directors recommends that you vote "FOR" this proposal.

DuPont's executive compensation programs are discussed in detail in the CD&A. Our executive compensation programs are designed to attract, motivate, reward and retain the high quality executives necessary for Company leadership and accomplishment of our strategies. The following principles guide the design and administration of those compensation programs:

•••

There should be a strong link between pay and performance.

•••

Executives' interests should be aligned with stockholders' interests.

•••

Programs should reinforce business strategies and drive long-term sustained stockholder value.

Our executive programs are structured so that at least 80% of targeted TDC is at risk, and fluctuates with our financial results and share price. We believe this motivates executives to consider the impact of their decisions on stockholder value.

Our annual incentive plan is structured to create a strong link to our financial and operational performance by rewarding annual performance on EPS, revenue growth and cash flow.

The long-term incentive program includes performance measures such as long-term revenue growth and TSR in addition to stock price appreciation to assure executive alignment with stockholders.

In 2014, our compensation actions closely paralleled our Company's performance, as shown in the table below and in the CD&A.

(1)

See Appendix B for additional information regarding these and other non-GAAP Financial measures.

(2)

TSR (stock price appreciation plus dividends) for the 2012 PSU program was calculated based on a practice predominant among our peer group members for compensation purposes and in accordance with the terms of the plan. The underlying TSR was calculated using a 20-day closing average stock price immediately prior to the beginning of the three-year performance period and the average closing stock price over the last 20 days of that performance period.

The Board's executive compensation practices are the result of the comprehensive process outlined in the CD&A. The Committee considers a broad number of facts and circumstances in finalizing NEO pay decisions, including business results, market competitiveness, peer group competitiveness, pay equity multiples, tally sheets, experience and individual performance.

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Proposal 3   Management Proposal to Approve, by Advisory Vote, Executive Compensation

The Committee also regularly reviews DuPont's compensation programs to assess whether those programs are motivating the desired behaviors while driving DuPont's performance and encouraging the appropriate levels of risk-taking.

Last year, approximately ninety-eight percent (98%) of stockholders who voted approved the compensation of our NEOs.

Because they do not support our guiding principles, we do NOT offer our executive officers the following: employment agreements; tax gross-ups (other than in connection with relocation benefits); supplemental executive retirement plans; additional years of credited service in pension plans; stock option repricing or repurchase of underwater stock options for cash.

Proposal 4 STOCKHOLDER PROPOSAL ON
 LOBBYING

As You Sow, 1611 Telegraph Avenue, Suite 1450, Oakland, CA 94612, on behalf of Andrew Behar, owner of 80 shares of DuPont common stock, has given notice that they will introduce the following resolution and statement in support thereof:

Whereas, corporate lobbying exposes our company to risks that could adversely affect the company's stated goals, objectives, and ultimately shareholder value, and

Whereas, we rely on the information provided by our company to evaluate goals and objectives, and we, therefore, have a strong interest in full disclosure of our company's lobbying to assess whether it is consistent with its expressed goals and in the best interests of shareholders and long-term value.

Resolved: the shareowners of DuPont request the Board authorize the preparation of a report, updated annually, disclosing:

1.

Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.



2.

Payments by DuPont used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.



3.

DuPont's membership in and payments to any tax-exempt organization that writes and endorses model legislation.

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Proposal 4   Stockholder Proposal on Lobbying

4.

Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.

For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which DuPont is a member.

Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels.

The report shall be presented to the Audit Committee of the Board or other relevant oversight committees and posted on DuPont's website.

Stockholder's Statement

As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly. We believe such disclosure is in shareholders' best interests. DuPont is a member of the American Chemistry Counsel (ACC), which spent $12.25 million lobbying in 2013. DuPont's lobbying through the ACC is controversial ("The Cancer Lobby," New York Times, October 6, 2012). DuPont does not comprehensively disclose its trade association memberships or payments on its website. Absent a system of accountability, company assets could be used for objectives contrary to DuPont's long-term interests.

DuPont spent approximately $10.2 million in 2013 on direct federal lobbying activities (opensecrets.org), and is one of 30 companies that paid lobbyists more than it paid in taxes for 2008-2010 (Forbes). DuPont's lobbying around genetically modified organism labeling has drawn scrutiny ("U.S. GMO Labeling Foes Triple Spending in First Half of This Year over 2013," Reuters, Sept. 3, 2014). The federal lobbying figure does not include lobbying expenditures to influence legislation in states, where DuPont also lobbies. DuPont spent $3.8 million in Washington on a single ballot initiative in 2013, and $5.4 million on a single initiative in California in 2012 (votersedge.org).

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Proposal 4   Stockholder Proposal on Lobbying

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Proposal 5 STOCKHOLDER PROPOSAL ON GROWER
 COMPLIANCE

The Sisters of Charity of Saint Elizabeth, P.O. Box 476, Convent Station, New Jersey 07961, owner of 300 shares of DuPont common stock; Sisters of St. Dominic of Caldwell New Jersey, 40 South Fullerton Ave., Montclair, New Jersey 07042, owner of 100 shares of DuPont common stock; The Sisters of St. Francis of Philadelphia, 609 South Convent Road, Aston, Pennsylvania 19014, owners of 17,395 shares of DuPont common stock; Benedictine Sisters of Virginia, Saint Benedict Monastery, 9535 Linton Hall Road, Bristow, Virginia 20136, owner of 1,000 shares of DuPont Common Stock; Benedictine Sisters of Baltimore, Emmanuel Monastery, 2229 West Joppa Road, Lutherville, Maryland 21093, owner of 150 shares of DuPont common stock; CHE Trinity Health, 20555 Victor Parkway, Livonia, MI 48152, owner of $2000 worth of share of DuPont common stock; and the Society of the Holy Child Jesus — American Province, 1341 Montgomery Avenue, Rosemont, PA 19010, owner of 1,250 shares of DuPont common stock, have given notice that they will introduce the following resolution and statement in support thereof:

RESOLVED:    Shareholders request a comprehensive report by a committee of independent directors of the Board on how DuPont is monitoring herbicide utilization and grower compliance with best practices and adherence to "technology use agreements" (TUAs) with its seed products. Shareholders request the report, at reasonable expense and omitting proprietary information, be completed within one year of the shareholder meeting.

Stockholders' Statement

DuPont's product use guides stipulate requirements for growers using insect resistant and herbicide resistant seeds, but indicate no repercussions to the grower, or to DuPont, for non-compliance with either weed or insect management best practices.

DuPont has compliance guides for insect resistance management (IRM). While the guides state that compliance with IRM is a contractual obligation, there appears to be no mechanism for monitoring grower compliance. Integrated Pest Management (IPM) and resistance monitoring are essential for assuring long-term effectiveness of Bt corn (Cullen, Gray, Gassmann and Hibbard http://www.ingentaconnect.com/content/esa/jipm/2013/00000004/00000003/art00003)

The evolution of herbicide-resistant weeds poses a significant challenge to current-weed management practices; DuPont recognizes increased weed resistance: in 29 states and two Canadian provinces. (https://www.pioneer.com/home/site/us/agronomy/weed-mgmt-and-glyphosate-resis/).

Weed resistance is in part the result of herbicide overuse, i.e. noncompliance with best weed management practices.

According to Weed Science, 10/30/2014, "There are currently 437 unique cases (species × site of action) of herbicide resistant weeds globally, with 238 species (138 dicots and 100 monocots). Weeds have evolved resistance to 22 of the 25 known herbicide sites of action and to 155 different herbicides. Herbicide resistant weeds have been reported in 84 crops in 65 countries. Their international survey website has 1933 registered users and 441 weed scientists have contributed new cases of herbicide resistant weeds." The reality is highlighted on its website, http://www.weedscience.org/summary/home.aspx:

Beyond weed resistance, "The prevalence of glyphosate-tolerant crops has contributed to the high rates of glyphosate contamination in the environment. In 2002, the U.S. Geological Survey (USGS) collected 154 water samples from 51 streams in nine Midwestern states and glyphosate was detected in 36% of the samples, and aminomethylphosphonic acid or AMPA (a degradation product of glyphosate) was detected in 69% of the samples." (http://www.beyondpesticides.org/dailynewsblog/?p=8239)

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Proposal 5 Stockholder Proposal on Grower Compliance   Position of the Board of Directors

A 2012 study found that Roundup, in sublethal and environmentally relevant concentrations, caused further-reaching effects on nontarget species than previous considered. http://www.esajournals.org/doi/abs/10.1890/11-0189.1

Indicators of corporate concern regarding herbicide use include:

•••

Sysco Corporation, which supplies Wendy's, Applebee's, and other restaurant providers, has established an Integrated Pest Management (IPM) Program that in its first three years reduced herbicide use by nearly 900,000 pounds. Sysco's program requires its suppliers to prepare IPM programs and employs third party auditors.

•••

McDonald's has begun a process of gathering and disseminating information on best management practices for herbicide use reduction in its potato supply chain.

•••

Unilever has a goal to sustainably source 100% of its agricultural raw materials by 2020. One sourcing indicator includes reducing the use of herbicides.

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Proposal 5 Stockholder Proposal on Grower Compliance   Position of the Board of Directors

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Proposal 6 STOCKHOLDER PROPOSAL ON PLANT CLOSURES

The International Brotherhood of DuPont Workers, P.O. Box 10, Waynesboro, VA, 22980, 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. DuPont De Nemours & 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:

(1)

The impact to communities as a result of DuPont's action in laying off mass numbers of employees, selling its plants to other employers, and closing its plants.

(2)

Alternatives that can be developed to help mitigate the impact of such actions in the future.

Stockholder's Statement

In just the last 3 years, DuPont has closed, sold or sharply reduced the size of a great number of its plants across the United States.

These actions include — but are in no way limited to — the recent sale of its factory in Louisville, Kentucky and its factory in Nashville, Tennessee. Just over a year ago, over 200 employees from the Richmond, Virginia plant were laid off, replaced with low wage contract employees.

Many thousands of other workers have been or will be impacted by the spin-off of the performance chemicals unit, resulting in many layoffs, plant sales or outright closures of plants.

Employees who lose their jobs as a result of these actions typically have upward of 30 years of service with DuPont. The amount of their pension is drastically reduced with the termination of their employment from DuPont, even if they are hired by the company that purchases the factory.

Also, as a result of recently enacted changes by DuPont, the cost of retiree health insurance has skyrocketed, and is far more than it is for employees.

As far as securing other employment, that is next to impossible for someone over 50 years of age who has worked in a factory all his life.

This combination of job loss, pension reduction and health insurance cost increase can be devastating not just to the former employee, but to the community in which he resides, shops in and pays taxes.

There are other equally substantial costs for the community in which the plants are located. Where DuPont has closed its plants, there often are environmental issues that make it difficult for the site to be put to any real productive use. The buildings simply remain (with the DuPont logo removed, of course), undergoing gradual deterioration. Think about it — would you like to live or run a business near a vacated DuPont factory? Would anyone?

For this reason, it is important that attention be paid to the impact these actions on the communities in which the plants are located and how best to mitigate their impact. This is particularly true given the close relationship between DuPont and the communities where it has been operating for upward of 50 or more years.

If you AGREE, please mark your proxy FOR this resolution.

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Proposal 6 Stockholder Proposal on Plant Closures   Position of the Board of Directors

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Proposal 7 STOCKHOLDER PROPOSAL TO REPEAL
 CERTAIN BYLAWS ADOPTED WITHOUT
 STOCKHOLDER APPROVAL

Trian, beneficial holder of an aggregate of 2.7% of the DuPont Common Stock, has given formal notice that it intends to introduce the following resolution for action at the 2015 Annual Meeting, which would allow stockholders of the Company to amend or repeal any amendments to the Bylaws unilaterally adopted by the Board without stockholder approval subsequent to August 12, 2013. Adoption of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy. Adoption of the Trian Proposal would have the effect of repealing any provisions or amendments of the bylaws adopted without stockholder approval after August 12, 2013 and prior the company's 2015 Annual Meeting.

Trian Proposal

RESOLVED, that each provision or amendment of the bylaws of E. I. du Pont de Nemours and Company (the "Company") adopted by the Board of Directors of the Company (and not by the Company's stockholders) subsequent to August 12, 2013 and prior to the approval of this resolution be, and hereby is, repealed, effective as of the time this resolution is approved by the Company's stockholders.

Statement in Opposition of the Trian Proposal

The Board of Directors recommends that stockholders vote AGAINST the Trian Proposal for the following reasons:

Trian's proposal seeks to repeal any provisions or amendments of the company's bylaws adopted without stockholder approval after August 12, 2013 and prior to the company's 2015 Annual Meeting, without regard to the subject matter of any bylaw provisions or amendment in question.

No provisions or amendments to the company's bylaws have been adopted subsequent to August 12, 2013. While the Board does not currently expect to adopt any amendments to the bylaws prior to the company's 2015 Annual Meeting, the Board could determine prior to the Annual Meeting that an amendment is necessary and in the best interest of the stockholders. The Board believes that the automatic repeal of any bylaw amendment, irrespective of its content, duly adopted by the Board (whether with or without stockholder approval) could have the effect of repealing one or more properly adopted bylaw amendments that the Board determined to be in the best interests of the company and its stockholders and adopted in furtherance of its fiduciary duties, including in response to future events not yet known to the company. Furthermore, as a public company subject to the federal proxy rules, it might be impracticable — if not impossible — for the company to obtain stockholder approval for a necessary bylaw amendment within a timeframe necessary to serve the best interests of the company and its stockholders.

As the Board is fully empowered by its corporate documents and Delaware law to alter, amend, repeal or add provisions to the company's bylaws in accordance with its fiduciary duties and no provision of the company's bylaws is expected to be impacted by the Trian Proposal, we believe this proposal represents no purpose other than to limit Board actions otherwise permitted by the company's governing documents and Delaware law.

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Proposal 7 Stockholder Proposal to Repeal Certain Bylaws Adopted Without Stockholder Approval   Position of the Board of Directors

For these reasons, the Board urges stockholders to vote AGAINST the Trian Proposal.

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.

Cost of Solicitation.    We will bear the cost of the solicitation of proxies by the Company. In addition to mail and e-mail, proxies may be solicited personally, via the Internet or by telephone or facsimile, by a few of our regular employees without additional compensation. We will reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies. As a result of the potential proxy solicitation by Trian, we may incur additional costs in connection with our solicitation of proxies. We have hired Innisfree M&A Incorporated ("Innisfree"), 501 Madison Avenue, 20th Floor, New York, NY 10022 to assist us in the solicitation of proxies for a fee of up to $2,000,000 plus out-of-pocket expenses. Innisfree expects that approximately 200 of its employees will assist in the solicitation. Our expenses related to the solicitation of proxies from stockholders this year will significantly exceed those normally spent for an Annual Meeting. Such costs are expected to aggregate approximately $[·], exclusive of any potential litigation costs in connection with the Annual Meeting. These additional solicitation costs are expected to include the fee payable to our proxy solicitor; fees of outside counsel and financial and other advisors to advise the Company in connection with a contested solicitation of proxies; increased mailing costs, such as the costs of additional mailings of solicitation material to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners of our common stock, as described above; and possibly the costs of retaining an independent inspector of election. To date, we have incurred approximately $[·] of these solicitation costs.

FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements which may be identified by their use of words like "plans," "expects," "will," "believes," "intends," "estimates," "anticipates" or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the company's strategy for growth, product development, regulatory approval, market position, anticipated benefits of recent acquisitions, timing of anticipated benefits from restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures and financial results, are forward looking statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the company's control. Some of the important factors that could cause the company's actual results to differ materially from those projected in any such forward-looking statements are: fluctuations in energy and raw material prices; failure to develop and market new products and optimally manage product life cycles; ability to respond to market acceptance, rules, regulations and policies affecting products based on biotechnology; significant litigation and environmental matters; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, interest and currency exchange rates; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, weather events and natural disasters; ability to protect and enforce the company's intellectual property rights; successful integration of acquired businesses and separation of underperforming or non-strategic assets or businesses and successful completion of the proposed spin-off of the Performance Chemicals segment including ability to fully realize the expected benefits of the proposed spin-off. The company undertakes no duty to update any forward-looking statements as a result of future developments or new information.

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APPENDIX A TO 2015 PROXY STATEMENT

DIRECTOR NOMINATION PROCESS

The purpose and responsibilities of the Corporate Governance Committee, described in the Committee's Charter (available on our website at www.dupont.com), include recommending to the Board nominees for election as directors. The Committee's members are independent under the Board's Corporate Governance Guidelines and the NYSE standard.

The Committee considers potential candidates suggested by Board members, as well as management, stockholders and others. The Committee has engaged a director recruitment firm to assist in identifying and evaluating potential candidates.

The Board's Corporate Governance Guidelines describe qualifications for directors. Directors are selected based on their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. Leadership skills, scientific or technology expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, and diversity are among the relevant criteria, which will vary over time depending on the needs of the Board. Additionally, directors are expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibility.

When considering candidates for nomination, the Committee takes into account these factors to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interest of all stockholders. The Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to DuPont.

The Committee will consider candidates for director suggested by stockholders, applying the factors for potential candidates described above and taking into account the additional information described below. Stockholders wishing to suggest a candidate for director should write to the Corporate Secretary and include:

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A statement that the writer is a stockholder of record (or providing appropriate support of ownership of DuPont stock);

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The name of and contact information for the candidate;

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A statement of the candidate's business and educational experience;

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Information regarding each of the factors described above in sufficient detail to enable the Committee to evaluate the candidate;

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A statement detailing any relationship between the candidate and any customer, supplier or competitor of DuPont or any other information that bears on potential conflicts of interest, legal considerations or a determination of the candidate's independence;

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Information concerning service as an employee, officer or member of a board of any charitable, educational, commercial or professional entity;

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Detailed information about any relationship or understanding between the proposing stockholder and the potential candidate; and

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A statement by the potential candidate that s/he is willing to be considered and to serve as a director if nominated and elected.

Once the Committee has identified a prospective candidate, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the Committee's own knowledge of the prospective candidate. This may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the likelihood that the prospective nominee can satisfy the factors described above. If the Committee determines, in consultation with the Chair of the Board and other Board members as appropriate, that further consideration is warranted, it may gather additional information about the prospective nominee's background and experience.

The Committee also considers other relevant factors as it deems appropriate, including the current composition of the Board and specific needs of the Board to assure its effectiveness. In connection with this evaluation, the Committee determines whether to interview the prospective nominee. One or more members of the Committee and other directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing this evaluation, the Committee concludes whether to make a recommendation to the full Board for its consideration.

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APPENDIX B TO 2015 PROXY STATEMENT

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Dollars in millions, except per share amounts)

Management believes the use of certain non-GAAP measures are meaningful to investors because they provide insight with respect to operating results of the company and additional metrics for use in comparison to competitors. These measures are not recognized in accordance with generally accepted accounting principles (GAAP) and should not be viewed as an alternative to GAAP measures of performance. Furthermore, these measures may not be consistent with similar measures used by other companies. Reconciliations of non-GAAP measures to GAAP are provided below.

Segment Sales:

Segment Adjusted Operating Earnings:

Reconciliation of Operating EPS

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Reconciliation of Segment Operating Earnings

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APPENDIX C TO 2015 PROXY STATEMENT

ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION

Under applicable SEC rules and regulations, members of the Board of Directors, the Board's nominees, and certain officers and other employees of the Company are "participants" with respect to the Company's solicitation of proxies in connection with the Annual Meeting. The following sets forth certain information about the persons who are "participants."

1. Directors and Nominees

The following table sets forth the names and business addresses of the Company's directors (all of whom are also nominees for director), as well as the names and principal business addresses of the corporation or other organization in which the principal occupations or employment of the directors is carried on. The principal occupations or employment of the Company's directors are set forth under the heading "Proposal 1: Election of Directors" in this Proxy Statement.

2. Certain Officers and Other Employees

The following table sets forth the name and principal occupation of the Company's officers and employees who are "participants." The principal occupation refers to such person's position with the Company, and the principal business address of each such person is 1007 Market Street, Wilmington, DE 19898.

3. Information Regarding Ownership of the Company's Securities by Participants

Except as described in this Appendix C or in this Proxy Statement, none of the persons listed above under "Directors and Nominees" or "Certain Officers and Other Employees" owns any Company securities of record that they do not own beneficially. The number of Company securities beneficially owned by directors and named executive officers as of March 5, 2015 is set forth under the heading "Security Ownership by Directors

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and Executive Officers" in this Proxy Statement. The number of Company securities beneficially owned by the Company's other officers and employees who are "participants" as of March 5, 2015 is set forth below.

4. Information Regarding Transactions in the Company's Securities by Participants

The following table sets forth purchases and sales of the Company's securities during the past two years by the persons listed above under "Directors and Nominees" and "Certain Officers and Other Employees." None of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

Company Securities Purchased or Sold (1/1/13 through 3/5/15)

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5. Miscellaneous Information Concerning Participants

Except as described in this Appendix C or in this Proxy Statement, neither any participant nor any of their respective associates or affiliates (together, the "Participant Affiliates") is either a party to any transaction or series of transactions since January 1, 2014 or has knowledge of any current proposed transaction or series of proposed transactions (i) to which the Company or any of its subsidiaries was or is to be a participant, (ii) in which the amount involved exceeds $120,000 and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Appendix C or in this Proxy Statement, (a) no participant or Participant Affiliate, directly or indirectly, beneficially owns any securities of the Company or any securities of any subsidiary of the Company, and (b) no participant owns any securities of the Company of record but not beneficially.

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Except as described in this Appendix C or in this Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person with respect to any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.

Except as described in this Appendix C or in this Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate since January 1, 2014 with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

Except as described in this Appendix C or in this Proxy Statement, and excluding any director or executive officer of the Company acting solely in that capacity, no person who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.

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