UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934
(Amendment No. )
Filed by the Registrant o Filed by a Party other than the Registrant x
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| o | Preliminary Proxy Statement |
| o | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| o | Definitive Proxy Statement |
| x | Definitive Additional Materials |
| o | Soliciting Material under §240.14a-12 |
E. I. du Pont de Nemours and Company
(Name of Registrant as Specified In Its Charter)
Trian Fund Management, L.P.
Trian Fund Management GP, LLC
Trian Partners, L.P.
Trian Partners Strategic Investment Fund, L.P.
Trian Partners Strategic Investment Fund II, L.P.
Trian Partners Master Fund, L.P.
Trian Partners Parallel Fund I, L.P.
Trian Partners Master Fund (ERISA), L.P.
Trian Partners Strategic Investment Fund-A, L.P.
Trian Partners Strategic Investment Fund-D, L.P.
Trian Partners Strategic Investment Fund-N, L.P.
Trian SPV (SUB) VIII, L.P.
Trian Partners Fund (Sub)-G, L.P.
Trian Partners Fund (Sub)-G II, L.P.
Nelson Peltz
Peter W. May
Edward P. Garden
John H. Myers
Arthur B. Winkleblack
Robert J. Zatta
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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On April 2, 2015, a representative of Trian Fund Management, L.P. (“Trian”) provided the following statement to CNBC, which was read on air by CNBC during an interview of Mr. Jeffrey Sonnenfeld. Trian may provide substantially similar statements from time to time.
"Mr. Sonnenfeld has twisted and cherry-picked the data to present a highly misleading and inaccurate picture of Trian's performance. The fact is that Trian has delivered excellent results for our investors, which is why we have $12 billion in AUM. Our flagship fund has generated a 137% return net of fees since inception in November 2005, outpacing the S&P 500 by 2,900 bps. And if you look at our core positions from the day we invested until today, we have outperformed the S&P 500 by an average of 764 bps annually. That outperformance increases to 879 bps for companies on which Nelson Peltz served on the board."
In addition, on April 2, 2015, Nelson Peltz was interviewed by telephone by Scott Wapner of CNBC. During the interview, CNBC presented on screen the following information regarding shareholder returns for the following Trian positions since the date of Trian’s first purchase through March 31, 2015:
| Return | vs S&P 500 | ||
| Wendy’s | ▲316% | ▲106% | |
| Family Dollar | ▲182% | ▲102% | |
| Mondelēz | ▲162% | ▲71% | |
| DuPont | ▲52% | ▲39% | |
| Pepsi | ▲49% | ▲54% | |
| BNY Mellon | ▲30% | ▲15% |
Additional Information
Trian and the investment funds that it manages that hold shares of E.I. du Pont de Nemours and Company (collectively, Trian with such funds, “Trian Partners”), together with other Participants (as defined below), filed a definitive proxy statement and an accompanying proxy card with the Securities and Exchange Commission (the “SEC”) on March 25, 2015 to be used to solicit proxies in connection with the 2015 Annual Meeting of Stockholders of the E.I. du Pont de Nemours and Company (the “Company”), including any adjournments or postponements thereof or any special meeting that may be called in lieu thereof (the “2015 Annual Meeting”). Information relating to the participants in such proxy solicitation (the “Participants”) has been included in that definitive proxy statement and in any other amendments to that definitive proxy statement. Stockholders are advised to read the definitive proxy statement and any other documents related to the solicitation of stockholders of the Company in connection with the 2015 Annual Meeting because they contain important information, including additional information relating to the Participants. Trian Partners’ definitive proxy statement and a form of proxy have been mailed to stockholders of the Company. These materials and other materials filed by Trian Partners in connection with the solicitation of proxies are available at no charge at the SEC’s website at www.sec.gov. The definitive proxy statement and other relevant documents filed by Trian Partners with the SEC are also available, without charge, by directing a request to Trian’s proxy solicitor, MacKenzie Partners, Inc. 105 Madison Avenue, New York, New York 10016 (call collect: 212-929-5500; call toll free: 800-322-2885) or email: proxy@mackenziepartners.com.
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