DuPont names 2 new directors as it faces proxy fight

AP News
Posted: Feb 05, 2015 6:44 PM

DOVER, Del. (AP) — The DuPont Co. has named two new independent directors with experience in corporate turnarounds as it faces a proxy fight and breakup calls from activist investor Nelson Peltz.

But Thursday's nominations of Tyco International chairman Edward Breen and former LyondellBasell Industries CEO James Gallogly didn't appease Peltz, who said late Thursday that he will continue his proxy contest.

The two DuPont candidates were not among a slate of four nominees proposed by Peltz's Trian Fund Management.

CEO Ellen Kullman said in a letter to Peltz that DuPont was willing to consider one of his nominees if he agreed to drop his slate and support the company's nominees. She said the company was disappointed that Peltz wouldn't consider any alternative that did not involve putting him personally on the board.

Peltz, whose Trian owns 24.6 million DuPont shares — about a 3 percent stake — said the new candidates are an acknowledgement by DuPont that it needs to update its board. Trian said it believes that DuPont needs to go further, and has called for the Wilmington, Delaware, company to hold management accountable for missing revenue and earnings targets.

Noting that DuPont shares are up by more than half since Trian first disclosed its investment, Trian added that it "cannot be passive while management continues to falter."

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"We believe fellow stockholders want our nominees on the board, specifically Mr. Peltz, based on their strong track records of value creation, relevant operating expertise, and new and different perspective," the statement said.

Trian has called for DuPont to combine its agriculture, nutrition and health and industrial biosciences units into a single growth company, separate from the more cyclical businesses of performance materials, safety and protection, and electronics and communication.

DuPont shares closed Thursday up 3.1 percent, or $2.26, to $76. Earlier shares traded at $76.05, their highest level since 1998.