SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C.  20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported) April 27, 2011

E. I. du Pont de Nemours and Company

(Exact Name of Registrant as Specified in Its Charter)

1007 Market Street

Wilmington, Delaware  19898

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (302) 774-1000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02  Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

At the Company’s Annual Meeting of Stockholders on April 27, 2011, stockholders approved the E. I. du Pont de Nemours and Company Equity and Incentive Plan, as amended and restated effective March 2, 2011 (“Amended Plan”). On March 2, 2011, the Board of Directors adopted the Amended Plan, subject to stockholder approval. The Amended Plan reflects the following changes:

· The number of shares available for issuance is increased by 50 million, of which ten million shares may be issued in connection with “Full-Value Awards” (awards other than stock options or stock appreciation rights) on a one-for-one basis;

· The rate at which Full-Value Awards issued in excess of prescribed limits are counted against the overall share limit is increased from 4:1 to 4.5:1;

· The immediate acceleration of vesting upon a change in control is limited to situations where the Company is not the surviving entity and the surviving entity does not assume or otherwise provide for continuation of the awards; and

· The maximum term for stock options is increased from seven years to ten years.

Stockholder approval of the Amended Plan also constituted re-approval of the material terms of the performance goals on which awards intended to be “performance-based compensation” under Section 162(m) of the Internal Revenue Code of 1986 may be based.

The foregoing description is qualified in its entirety by reference to the Company’s 2011 Proxy Statement (including the Amended Plan attached thereto as Appendix B) which was filed with the Securities and Exchange Commission on March 18, 2011 and is incorporated by reference herein.

Item 5.07 Submission of Matters to a Vote of Security Holders

DuPont’s Annual Meeting of Stockholders was held on April 27, 2011. A total of 759,706,972 shares of common stock was voted in person or by proxy, representing 82.01 percent of the shares entitled to be voted. The following are the final voting results on proposals considered and voted upon at the meeting, all of which are described in the company’s 2011 Proxy Statement.

1.     Election of Directors. The 10 nominees listed below were elected to serve on the Board of Directors for the ensuing year.

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2.     Ratification of PricewaterhouseCoopers LLP as Independent Registered Public Accounting Firm.

The foregoing proposal was approved.

3.     Management Proposal on Amended Equity and Incentive Plan.

The foregoing proposal was approved.

4.     Management Proposal to approve, by advisory vote, executive compensation.

The foregoing proposal was approved.

5.     Management Proposal to recommend, by advisory vote, the frequency of executive compensation votes.

Consistent with the Board’s recommendation, an annual vote was recommended by stockholders.  For that reason, the Company will hold annual executive compensation votes until the next required vote on the frequency of shareholder votes on executive compensation.

6.     Stockholder proposal requesting the Board of Directors to amend the Company’s bylaws to give holders of 10% of its outstanding common stock the power to call a special shareowner meeting.

The foregoing proposal was not approved.

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7.     Stockholder proposal requesting the Board of Directors review and report on the Company’s internal controls related to potential adverse impacts associated with genetically modified organisms.

The foregoing proposal was not approved.

8.     Stockholder proposal requesting the Board of Directors prepare a report that reviewing the compensation packages provided to senior executives of the Company.

The foregoing proposal was not approved.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

May 3, 2011

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