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SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [_]
Check the appropriate box:
[_] Preliminary Proxy Statement [_] CONFIDENTIAL, FOR USE OF THE
COMMISSION ONLY (AS PERMITTED BY
[X] Definitive Proxy Statement RULE 14C-5(D)(2))
[_] Definitive Additional Materials
[_] Soliciting Material Pursuant to (S)240.14a-11(c) or (S)240.14a-12
E. I. du Pont de Nemours and Company
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
[_] $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3).
[_] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[_] Fee paid previously with preliminary materials.
[_] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
Notes:
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DuPont
1007 Market Street
Wilmington, DE 19898
[LOGO OF DUPONT APPEARS HERE]
EDGAR S. WOOLARD, JR.
Chairman of the Board
ANNUAL MEETING--APRIL 26, 1995
March 17, 1995
Dear Stockholder:
You are invited to attend the Company's 1995 Annual Meeting on Wednesday,
April 26, 1995, at 10:30 a.m. in The Playhouse Theatre, DuPont Building,
Wilmington, Delaware.
The enclosed Notice of Annual Meeting and Proxy Statement describe the
various matters to be acted upon during the meeting. In addition, there
will be a report on the state of the Company's business and an opportunity
for you to express your views on subjects related to the Company's
operations.
To obtain a ticket, please check the appropriate box on the enclosed proxy.
Please include information on any accommodation you may need because of a
disability. Because seating capacity is limited, we suggest that you arrive
as close as possible to 9:30 a.m., when The Playhouse opens.
If you are unable to attend this year's meeting, you can ensure your
representation by completing the enclosed proxy and returning it in the
postage-paid envelope.
The Annual Meeting gives us an opportunity to review results and discuss
the steps the Company is taking to assure a strong performance in the
future. Your interest in the Company is much appreciated, and I hope you
will be able to join us as we talk about these matters on April 26.
Sincerely,
/s/ Edgar S. Woolard, Jr.
Edgar S. Woolard, Jr.
E.I. du Pont de Nemours and Company [RECYCLING LOGO APPEARS HERE]
Printed on Recycled Paper
<PAGE>
March 17, 1995
To the Holders of Common Stock of
E. I. du Pont de Nemours and Company
NOTICE OF ANNUAL MEETING
The Annual Meeting of Stockholders of E. I. DU PONT DE NEMOURS AND COMPANY
will be held on Wednesday, APRIL 26, 1995, at 10:30 a.m. local time, in The
Playhouse Theatre in the DuPont Building, 1007 Market Street, Wilmington,
Delaware. The meeting will be held to consider and act upon the election of
directors, ratification of independent accountants, shareholder proposals
described in the Proxy Statement and such other business as may properly come
before the meeting.
Holders of record of DuPont Common Stock at the close of business on March 7,
1995, are entitled to vote at the meeting.
This notice and the accompanying proxy material are sent to you by order of
the Board of Directors.
Louise B. Lancaster
Secretary
IT IS IMPORTANT THAT YOUR SHARES BE REPRESENTED AT THE MEETING. WHETHER OR NOT
YOU PLAN TO ATTEND THE MEETING, PLEASE COMPLETE AND RETURN THE PROXY IN THE
ENCLOSED ENVELOPE AS SOON AS POSSIBLE.
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PROXY STATEMENT
March 17, 1995
The enclosed proxy is being solicited by order of the Board of Directors of
E. I. du Pont de Nemours and Company for use in connection with the Annual
Meeting of Stockholders to be held April 26, 1995.
The record date with respect to this solicitation is March 7, 1995. All
holders of record of DuPont Common Stock as of the close of business on that
date are entitled to vote at the meeting. As of that date the Company had
681,246,974 shares of common stock outstanding. Each share of stock is entitled
to one vote. A favorable vote of a majority of the shares of common stock voted
in person or by proxy at the meeting is required for the approval of each of
the proposals described in this Proxy Statement. Abstentions and broker non-
votes are not counted in the calculation of the vote. A proxy may be revoked by
the stockholder at any time prior to its being voted. If a proxy is properly
signed and is not revoked by the stockholder, the shares it represents will be
voted at the meeting in accordance with the instructions of the stockholder. If
the proxy is signed and returned without specifying choices, the shares will be
voted in accordance with the recommendations of the Board of Directors.
The enclosed proxy also serves as the voting instruction card for the
trustees who hold shares of record for participants in the DuPont Savings and
Investment Plan, the Conoco Thrift Plan, the Investment Plan for Salaried
Employees of Consolidation Coal Company, the DuPont Tax Reform Act Stock
Ownership Plan and the Conoco Employee Stock Ownership Plan. If proxies
representing shares in the employee savings plans listed above are not
returned, those shares will be voted at the discretion of a trustee. Shares in
the employee stock ownership plans cannot be voted unless the proxy is signed
and returned.
The Company's Annual Report to Stockholders, containing financial statements
reflecting the financial position and results of the operations of the Company
for 1994, and this Proxy Statement were distributed together beginning March
17, 1995.
GENERAL INFORMATION
PROXY STATEMENT PROPOSALS. Each year the Board of Directors submits to the
stockholders at the annual meeting its nominations for election of directors.
In addition, the Bylaws of the Company require that the selection of
independent accountants by the Audit Committee of the Board of Directors be
submitted for stockholder ratification at each annual meeting. Other proposals
may be submitted by the Board of Directors or stockholders for inclusion in the
proxy statement for action at the annual meeting. Any proposal submitted by a
stockholder for inclusion in the 1996 Annual Meeting Proxy Statement must be
received by the Company no later than November 17, 1995.
STOCKHOLDER NOMINATIONS FOR ELECTION OF DIRECTORS. The Strategic Direction
Committee recommends to the Board of Directors nominees for election as
directors at the annual meeting. In making such recommendations, the Strategic
Direction Committee will consider nominations submitted by stockholders. Any
such nominations must be made by stockholders of record and received by the
Secretary of the Company by the first Monday in December. Nominations must be
accompanied by a statement of the nominee indicating willingness to serve if
elected and disclosing principal occupations or employments held over the past
five years.
PROXY COMMITTEE. The Proxy Committee is composed of directors of the Company
who vote as instructed the shares of DuPont Common Stock for which they receive
proxies. Proxy cards also confer upon the Proxy Committee discretionary
authority to vote the shares on any matter which was not known to the Board of
Directors a reasonable time before solicitation of proxies, but which is
properly presented for action at the meeting.
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PROXY SOLICITATION. All costs relating to the solicitation of proxies will be
borne by the Company. Morrow & Co. has been retained by the Company to aid in
the solicitation of proxies, at an estimated cost of $10,500 plus reimbursement
of out-of-pocket expenses. Proxies may also be solicited by officers, directors
and employees of the Company personally or by mail, telephone or facsimile
transmission. On request, the Company will pay brokers and other persons
holding shares of stock in their names or in those of their nominees for their
reasonable expenses in sending soliciting material to, and seeking instructions
from, their principals.
SECRECY IN VOTING. As a matter of policy, proxies, ballots and voting
tabulations that identify individual stockholders are held confidential by the
Company. Such documents are available for examination only by the inspectors of
election, none of whom is an employee of the Company, and certain employees
associated with tabulation of the vote. The identity of the vote of any
stockholder is not disclosed except as may be necessary to meet legal
requirements.
THE BOARD OF DIRECTORS
OPERATION AND MEETINGS. The Board of Directors is responsible for broad
corporate policy and the overall performance of the Company. Members of the
Board are kept informed of the Company's business by various documents sent to
them before each meeting and oral reports made to them during these meetings by
the Chairman, Vice Chairmen and other corporate executives. They are advised of
actions taken by the Audit, Compensation and Benefits, Environmental Policy and
Strategic Direction Committees and the Office of the Chairman. In addition, the
directors receive written reports from the businesses when they propose actions
for Board approval. Directors have access to all books, records and reports,
and members of management are available at all times to answer their questions.
In 1994 eight meetings of the Board of Directors were held. Each director
except Percy N. Barnevik and Edgar M. Bronfman attended 75% or more of the
aggregate number of meetings of the Board and the committees of the Board on
which such director served. Attendance at these meetings averaged 91% among all
directors in 1994. Directors discharge their responsibilities not only by
attending Board and committee meetings but also through communication with the
Chairman and other members of management relative to matters of mutual interest
and concern to the Company.
RETIREMENT POLICY. The Company's retirement policy for directors provides that
no director may stand for reelection to the Board after reaching age 70. All
employee directors retire from the Board when they retire from employment with
the Company with the exception of former Chief Executive Officers. The Board at
its discretion may in unusual circumstances, and for a limited period, ask a
Board member to stand for reelection after the prescribed retirement date.
COMPENSATION. Members of the Board who are employees of DuPont or any of its
subsidiaries are not compensated for service on the Board or on committees. All
nonemployee directors receive an annual retainer fee of $35,000 for service on
the Board, and a fee of $1,000 per meeting for attending special meetings of
the Board and stockholder meetings held on a day when the Board does not meet.
Nonemployee directors receive annual compensation for committee service as
follows: (a) committee chairmen receive $15,000, (b) members of the Strategic
Direction Committee receive $15,000 and (c) members of the other Board
committees receive $6,000. Pursuant to a consulting agreement, A.F. Brimmer
receives $40,000 annually for providing economic advice to the Board.
Under the terms of the Deferred Compensation Plan for Directors, any director
may defer all or part of the payment of Board and committee fees in the form of
cash or stock units until a specified year or until ceasing to be a director of
the Company. Interest equivalents accrue on payments deferred in the form of
cash and dividend equivalents accrue on payments deferred in the form of stock
units. Five directors have elected to defer payment of directors' fees in 1995.
Nonemployee directors are also eligible to participate in a retirement income
plan if on the date of retirement from the Board they have served on the Board
for at least five years and have not qualified for an immediate or deferred
pension benefit from the Company or any of its subsidiaries. The annual
benefits payable under the plan are equal to one-half of the annual Board
retainer (exclusive of any committee compensation) in effect on the date of the
director's retirement. Benefits are available for the lesser of life or 10
years.
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The Directors' Charitable Gift Plan was established to improve the
competitiveness of the compensation and benefits package for Board members.
After a director's death, the Company will donate five consecutive annual
installments up to $200,000 each to tax-exempt educational institutions or
charitable organizations recommended by the director and approved by the
Company. A director will be fully vested in the Plan upon completion of five
years of service as a director or upon death or disability. The Plan is
unfunded. The Company may fund the Plan through, among other vehicles, the
purchase of life insurance policies on the lives of directors, and the Company
would own and be the beneficiary of the policies. Directors derive no personal
financial or tax benefit from the Plan because the charitable, tax deductible
donations and insurance proceeds, if any, accrue solely to the benefit of the
Company. Employee directors may elect to participate in the Plan provided they
bear their allocable cost.
OFFICE OF THE CHAIRMAN. The Office of the Chairman has responsibility for the
strategic direction and operations of all the businesses of the Company,
including corporate financial performance, environmental leadership and safety,
and development of global talent. All four members are employees and three are
directors. Its members include the Chairman, the Vice Chairmen, and the Senior
Vice President--DuPont Finance. The Office of the Chairman works in close
coordination with the executive officers of the Company who constitute the
Operating Group. Together, the Office of the Chairman and the Operating Group
have broad corporate responsibility for such areas as research and development,
marketing, manufacturing, global effectiveness and valuing people.
STRATEGIC DIRECTION COMMITTEE. The Strategic Direction Committee, which
consists of seven directors, is responsible for reviewing the strategic
direction of the Company's major business segments. The Committee approves
targets for Company debt and capitalization and also makes recommendations to
the Board on the payment of dividends. The Strategic Direction Committee also
has responsibility for recommending to the Board nominees for election as
directors at the annual meeting or between annual meetings. During 1994, the
Strategic Direction Committee held three meetings.
ENVIRONMENTAL POLICY COMMITTEE. The Environmental Policy Committee is
responsible for reviewing the Company's environmental policies and practices.
The Committee also provides support for the Company's leadership role in
corporate environmentalism. The Environmental Policy Committee, which consists
of six directors, held four meetings in 1994.
AUDIT COMMITTEE. The Audit Committee, which consists of five directors, employs
independent accountants, subject to stockholder ratification, to audit the
Company's financial statements and perform other assigned duties. The Committee
also requests the Company's subsidiaries to engage independent accountants, as
the Committee deems appropriate, to audit their respective financial
statements. Further, the Committee provides general oversight with respect to
the accounting principles employed in financial reporting and the adequacy of
the Company's internal accounting controls. No member of the Audit Committee
may be an officer or employee of the Company or any subsidiary or affiliated
company. During 1994, the Audit Committee held four meetings.
COMPENSATION AND BENEFITS COMMITTEE. The Compensation and Benefits Committee,
which consists of four directors, is responsible for establishing an executive
compensation policy consistent with corporate objectives and stockholder
interests. The Committee has responsibility for recommending to the Board
levels of compensation, including salaries as well as variable compensation and
stock options, for the Chairman and the Vice Chairmen. The Compensation and
Benefits Committee also administers grants under the Company's compensation
plans and approves the investment and funding policies of the DuPont Pension
Trust Fund. During 1994, the Compensation and Benefits Committee held ten
meetings.
COMPENSATION AND BENEFITS COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION. The
membership of the Compensation and Benefits Committee currently includes J. L.
Weinberg, E. M. Bronfman, H. R. Sharp, III and C. M. Vest. Prior to their
retirement from the Board on April 27, 1994, R. E. Heckert and H. W. Johnson
also served as members of the Compensation and Benefits Committee. E. S.
Woolard, Jr., serves as a Seagram director and E. M. Bronfman is Seagram's
Chairman of the Board. The relationship between DuPont and Seagram is more
fully described at Note A on page 7 of this Proxy Statement.
3
<PAGE>
1--ELECTION OF DIRECTORS
The 15 nominees for election as directors are identified on pages 4 through
7. All nominees are now members of the Board of Directors. The Board knows of
no reason why any nominee would be unable to serve as a director. If any
nominee should for any reason become unable to serve, the shares represented by
all valid proxies will be voted for the election of such other person as the
Board of Directors may designate following recommendation by the Strategic
Direction Committee, or the Board may reduce the number of directors to
eliminate the vacancy.
The following material contains information concerning the nominees,
including their recent employment, positions with the Company, other
directorships, and age as of the date of the 1995 Annual Meeting.
PERCY N. BARNEVIK
Director since 1991 Member, Strategic
Age 54 Direction Committee
[PHOTO OF Mr. Barnevik is President and Chief Executive Officer of ABB
PERCY N. Asea Brown Boveri Ltd., headquartered in Zurich, Switzerland,
BARNEVIK a company serving electric power generation, transmission and
APPEARS HERE] distribution customers as well as industrial, environmental
control and mass transit markets. He is a director of In-
vestor AB and non-executive chairman of the boards of Sandvik
AB and Skanska AB.
ANDREW F. BRIMMER
Director since 1974 Chairman, Audit Committee
Age 68
[PHOTO OF Dr. Brimmer is President and a director of Brimmer & Company,
ANDREW F. Inc., a Washington, D.C.-based economic and financial con-
BRIMMER sulting firm. He was a visiting professor at the Harvard
APPEARS HERE] Business School and a member of the Board of Governors of the
Federal Reserve System. He is a director of Airborne Freight
Corporation, BankAmerica Corporation, BellSouth Corporation,
BlackRock Investment Income Trust, Connecticut Mutual Life
Insurance Company, Gannett Company, Inc., Navistar Interna-
tional Corporation and PHH Corporation. He serves as chairman
of the Board of Trustees of Tuskegee University and as a
trustee of The College Retirement Equities Fund. He is a mem-
ber of the Council on Foreign Relations.
CHARLES R. BRONFMAN, P.C., C.C.
Director since 1981 Member, Strategic Direction and
Age 63 Environmental Policy Committees
[PHOTO OF Mr. Bronfman is Co-Chairman of the Board and Chairman of the
CHARLES R. Executive Committee of The Seagram Company Ltd., the princi-
BRONFMAN pal business of which is the production and marketing of dis-
APPEARS HERE] tilled spirits, wines, coolers, fruit juices and mixers. He
is also a director of Power Corporation of Canada, chairman
of the CRB Foundation, a major Canadian charitable founda-
tion, and chairman and a director of Claridge Israel. Mr.
Bronfman serves on the boards of a wide range of civic and
philanthropic enterprises, both in Canada and international-
ly. (See Notes A and B)
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EDGAR M. BRONFMAN
Director since 1981 Member, Strategic Direction and
Age 65 Compensation and Benefits Committees
[PHOTO OF Mr. Bronfman is Chairman of the Board of The Seagram Company
EDGAR M. Ltd., the principal business of which is the production and
BRONFMAN marketing of distilled spirits, wines, coolers, fruit juices
APPEARS HERE] and mixers. He is president of the World Jewish Congress, a
director of the American Committee of the Weizmann Institute
of Science and a member of the International Advisory Board
of the School of International and Public Affairs of Columbia
University. (See Notes A and B)
EDGAR BRONFMAN, JR.
Director since 1991 Member, Environmental
Age 39 Policy and Audit Committees
[PHOTO OF Mr. Bronfman is President and Chief Executive Officer of The
EDGAR Seagram Company Ltd., the principal business of which is the
BRONFMAN, JR. production and marketing of distilled spirits, wines, cool-
APPEARS HERE] ers, fruit juices and mixers. He is a former executive vice
president, U.S. Operations, of The Seagram Company Ltd. and a
former president of The House of Seagram. Mr. Bronfman is
also a director of The Seagram Company Ltd. He is a member of
the boards of the New York Public Library, New York Univer-
sity Medical Center, the Teamwork Foundation and
WNET/Thirteen, chairman of the Board of Governors of The Jo-
seph H. Lauder Institute of Management & International Stud-
ies at the University of Pennsylvania, and a member of the
Export Council. (See Notes A and B)
LOUISA C. DUEMLING
Director since 1982 Member, Environmental
Age 59 Policy Committee
[PHOTO OF Mrs. Duemling is a trustee of the Nature Conservancy, Winter-
LOUISA C. thur Museum and Gardens and the Chesapeake Bay Foundation.
DUEMLING
APPEARS HERE]
EDWARD B. DU PONT
Director since 1978 Member, Audit Committee
Age 61
[PHOTO OF Mr. du Pont is a former chairman of Atlantic Aviation Corpo-
EDWARD B. ration, the principal business of which is the charter, com-
DU PONT pletion, storage, operation and maintenance of aircraft. He
APPEARS HERE] is a former vice president of Wilmington Trust Company. He
serves as a director of Atlantic Aviation Corporation and
Wilmington Trust Corporation, treasurer and a director of the
Medical Center of Delaware, president and a trustee of
Eleutherian Mills--Hagley Foundation, and vice president and
a trustee of Longwood Foundation, Inc.
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CHARLES M. HARPER
Director since 1992 Member, Strategic
Age 67 Direction Committee
[PHOTO OF Mr. Harper is Chairman and Chief Executive Officer of RJR Na-
CHARLES M. bisco Holdings, Corp., a food and tobacco company. He is a
HARPER director and former chairman and chief executive officer of
APPEARS HERE] ConAgra, Inc., and a director of Norwest Corporation, Peter
Kiewit Sons', Inc., and Valmont Industries Inc.
JOHN A. KROL
Director since 1992 Member, Strategic Direction and
Age 58 Environmental Policy Committees
[PHOTO OF A Vice Chairman of the Board, Mr. Krol is a former senior
JOHN A. KROL vice president of DuPont Fibers and senior vice president of
APPEARS HERE] DuPont Agricultural Products. He is a director of Mead Corpo-
ration, the National Association of Manufacturers, the Na-
tional Action Council for Minorities in Engineering and Elwyn
Institute for the Handicapped. Mr. Krol is also a trustee of
Eleutherian Mills--Hagley Foundation, Tufts University and
the United States Council for International Business.
CONSTANTINE S. NICANDROS
Director since 1983 Member, Strategic
Age 61 Direction Committee
[PHOTO OF A Vice Chairman of the Board, Mr. Nicandros is also President
CONSTANTINE S. and Chief Executive Officer of Conoco. He is a former presi-
NICANDROS dent--Petroleum Operations of Conoco. Mr. Nicandros is a di-
APPEARS HERE] rector of the American Petroleum Institute, Cooper Industries
and Texas Commerce Bank and a member of the National Petro-
leum Council. Mr. Nicandros is a trustee of the Baylor Col-
lege of Medicine, the Houston Ballet Foundation and the Mu-
seum of Fine Arts--Houston. He is chairman and a director of
the Houston Grand Opera and is also a director of the Houston
Symphony Society and the Texas Research League.
WILLIAM K. REILLY
Director since 1993 Chairman, Environmental
Age 55 Policy Committee
[PHOTO OF Mr. Reilly is Visiting Professor at Stanford University. He
WILLIAM K. is a former administrator of the United States Environmental
REILLY Protection Agency and a former president of World Wildlife
APPEARS HERE] Fund and The Conservation Foundation. Mr. Reilly is Chairman
of Clean Sites, Inc., and a director of Allied Waste Indus-
tries, Inc., Evergreen Holdings, Inc., The National Geo-
graphic Society and World Wildlife Fund. He also serves on
the board of The Yale Corporation, the Inter-American Founda-
tion, the American Farmland Trust and the German Marshall
Fund of the United States.
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H. RODNEY SHARP, III
Director since 1981 Member, Audit and Compensation
Age 59 and Benefits Committees
[PHOTO OF Mr. Sharp served as manager of Computer Systems of DuPont In-
H. RODNEY formation Systems. He is president of the Board of Trustees
SHARP, III of Longwood Foundation, Inc., and serves as a trustee of St.
APPEARS HERE] Augustine's College (Raleigh, North Carolina) and the Univer-
sity of Delaware Research Foundation. Mr. Sharp is also a di-
rector of the Medical Center of Delaware Foundation, Commu-
nity Housing, Inc., Planned Parenthood of Delaware, Grand
Opera House, Inc. and the YMCA of Delaware.
CHARLES M. VEST
Director since 1993 Member, Environmental Policy and
Age 53 Compensation and Benefits Committees
[PHOTO OF Mr. Vest is President of the Massachusetts Institute of Tech-
CHARLES M. nology. He is a former provost and vice president of Academic
VEST APPEARS Affairs and dean of Engineering of the University of Michi-
HERE] gan. Mr. Vest is a director of International Business Ma-
chines Corporation, a member of the National Academy of Engi-
neering and the Corporation of the Woods Hole Oceanographic
Institution and a trustee of Wellesley College.
JOHN L. WEINBERG
Director since 1986 Chairman, Compensation
Age 70 and Benefits Committee
[PHOTO OF Mr. Weinberg is Senior Chairman of Goldman, Sachs & Co., an
JOHN L. investment banking firm. He is a former senior partner and
WEINBERG chairman of the Management Committee and a former general
APPEARS HERE] partner of that firm. He is a director of The B. F. Goodrich
Co., Providian Corporation, Champion International Corpora-
tion, Knight-Ridder, Inc., and The Seagram Company Ltd. Mr.
Weinberg is also Governor and member of the Executive Commit-
tee of the New York Hospital--Cornell Medical Center and a
member of the Council on Foreign Relations. Mr. Weinberg is a
Charter Trustee of Princeton University and a member of The
Business Council. (See Note A)
EDGAR S. WOOLARD, JR.
Director since 1983 Chairman, Strategic
Age 61 Direction Committee
[PHOTO OF Chairman of the Board and Chief Executive Officer since 1989,
EDGAR S. Mr. Woolard is a former president and chief operating offi-
WOOLARD cer, vice chairman, executive vice president, and vice presi-
APPEARS HERE] dent of the Textile Fibers Department. He is a director of
Citicorp, International Business Machines Corporation and The
Seagram Company Ltd. He is also chairman of The Business
Council, a director of the National Council on Economic Edu-
cation and a trustee of North Carolina State University,
Protestant Episcopal Theological Seminary and the Winterthur
Museum and Gardens. (See Note A)
- --------
(A) In 1986, DuPont and The Seagram Company Ltd. entered into an extension and
amendment of their 1981 agreement relating to the future relationship between
DuPont and Seagram. The amended agreement extends Seagram's obligation not to
exceed a 25 percent holding of DuPont voting securities and the DuPont right of
first refusal in the event Seagram offers such DuPont securities for sale. The
amended agreement
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continues indefinitely but can be terminated by either party on or after April
2, 1999 upon two years' prior written notice. Furthermore, Seagram may
terminate the amended agreement should DuPont issue stock that would reduce
Seagram's percentage ownership without its consent.
Pursuant to this agreement, Edgar S. Woolard, Jr. and Richard E. Heckert, a
former member of the DuPont Board of Directors, are members of the Seagram
Board of Directors; Charles R. Bronfman, Edgar M. Bronfman, Edgar Bronfman, Jr.
and John L. Weinberg are members of the DuPont Board of Directors; and Charles
R. Bronfman and Edgar M. Bronfman serve as members of the DuPont Strategic
Direction Committee. Seagram's representation on the DuPont Board and Strategic
Direction Committee is proportionate to its stock ownership. If Seagram's
holdings in DuPont should decrease to 20 percent, 15 percent or 10 percent, its
representation on the Board and Strategic Direction Committee will be reduced
accordingly. DuPont will continue to have the right to nominate two members of
the Seagram Board of Directors.
The amended agreement also provides, among other things, that during its term
(i) Seagram's obligation not to exceed 25 percent of the combined voting power
of all voting securities of DuPont does not apply if any person should acquire
or make an offer for DuPont voting securities carrying more than 20 percent of
such combined voting power, (ii) Seagram will vote its DuPont voting securities
for nominees to the DuPont Board of Directors and, unless DuPont otherwise
consents in writing, will vote in the same proportion as the votes cast by
other stockholders on other routine corporate matters, but will be free to vote
its DuPont shares as it sees fit on certain significant transactions, (iii)
Seagram's right to solicit proxies or participate in solicitation in opposition
to the recommendations of the majority of the directors of DuPont will be
subject to certain limitations, (iv) DuPont's right of first refusal should
Seagram wish to dispose of its DuPont holdings will be subject to exceptions to
permit public distributions, pledges, sales to any person or group who would
not thereafter own more than one percent of the combined voting power of DuPont
voting securities, and certain other transfers and (v) DuPont will provide to
Seagram such information as may be necessary to enable Seagram to account for
its investment in DuPont on the equity method and to comply with other
reporting and disclosure obligations.
The agreement is subject to termination by either party upon a default by the
other or the failure by the other to elect the specified designees to the
positions stated, or if Seagram owns voting securities of DuPont equivalent to
less than 10 percent or, except under certain circumstances, more than 25
percent of the combined voting power of DuPont voting securities at the time
outstanding. Upon termination of the agreement, all covenants of the parties
expire.
(B) C. R. Bronfman and E. M. Bronfman are brothers; E. M. Bronfman is the
father of E. Bronfman, Jr.
BENEFICIAL OWNERSHIP OF SECURITIES
PRINCIPAL STOCKHOLDERS. As of December 31, 1994, The Seagram Company Ltd.,
Montreal, Quebec, beneficially owned an aggregate of 164,222,031 shares of
DuPont Common Stock, or 24.1% of such shares outstanding at the time. These
shares are shown in the following table as being indirectly beneficially owned,
as defined by Securities and Exchange Commission rules, by C. R. Bronfman, E.
M. Bronfman and E. Bronfman, Jr., and will be voted in accordance with the
terms of the agreement described above in Note A. As of the same date,
Wilmington Trust Corporation, Wilmington, Delaware, beneficially owned an
aggregate of 38,785,092 shares of the Company's Common Stock, or 5.7% of such
shares outstanding at the time. The shares held by Wilmington Trust are held of
record for trust, estate, custody or agency accounts.
DIRECTORS AND EXECUTIVE OFFICERS. Following is information concerning
beneficial ownership of shares in DuPont for each director and nominee,
executive officers named in the Summary Compensation Table on page 12 and for
all directors and executive officers as a group as of December 31, 1994. Also
included are shares of DuPont Common Stock granted in 1995 under the Variable
Compensation Plan and those purchased by February 1, 1995. Under rules of the
Securities and Exchange Commission, "beneficial ownership" is deemed to include
shares for which the individual, directly or indirectly, has or shares voting
or investment power, whether or not they are held for the individual's benefit.
8
<PAGE>
<TABLE>
<CAPTION>
AMOUNT AND NATURE OF
BENEFICIAL OWNERSHIP
---------------------------------
(NUMBER OF SHARES)
VOTING OR
INVESTMENT RIGHT TO PERCENT OF
DIRECT(1) POWER(2) ACQUIRE(3) CLASS(4)
--------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
DUPONT COMMON STOCK
P. N. Barnevik........... 1,000 -- -- --
A. F. Brimmer............ 6,144 162 -- --
C. R. Bronfman........... -- 164,222,031* -- 24.1%
E. M. Bronfman........... -- 164,222,031* -- 24.1%
E. Bronfman, Jr. ........ -- 164,222,031* -- 24.1%
L. C. Duemling........... 155,778 999,208* -- --
A. W. Dunham............. 53,248 -- 216,994 --
E. B. du Pont............ 743,891 3,998,660* -- 0.7%
C. M. Harper............. 6,713 -- -- --
J. A. Krol............... 25,115 71,130* 228,100 --
R. v.d. Luft............. 31,331 -- 124,300 --
M. P. MacKimm............ 2,000 -- -- --
C. S. Nicandros.......... 72,717 -- 252,123 --
W. K. Reilly............. 1,359 -- -- --
H. R. Sharp, III......... 100,132 3,239,341* -- 0.5%
C. M. Vest............... 551 -- -- --
J. L. Weinberg........... 10,288 -- -- --
E. S. Woolard, Jr........ 141,018 269,945* 657,005 --
Directors and Executive
Officers as a Group..... 1,451,080 169,820,470 2,366,235 25.4%
</TABLE>
- --------
(1) Reported in this column are shares held individually or jointly with
others, or in the name of a bank, broker or nominee for the individual's
account. Also included in this column are shares to be delivered at a future
date under the Variable Compensation Plan and the Deferred Compensation Plan
for Directors.
(2) Reported in this column are other shares with respect to which directors
and executive officers have or share voting or investment power, including
shares directly owned by certain relatives with whom they are presumed to
share voting and/or investment power.
(3) Reported in this column are shares which directors and executive officers
have a right to acquire through the exercise of stock options granted under
the DuPont Stock Performance Plan.
(4) Unless otherwise indicated, beneficial ownership of any named individual
does not exceed 0.5% of the outstanding shares of the class.
* Because they may be deemed to share, directly or indirectly, voting and/or
investment power, C. R. Bronfman, E. M. Bronfman and E. Bronfman, Jr., are
each listed as beneficial owners of the same 164,222,031 shares of DuPont
Common Stock; E. B. du Pont and H. R. Sharp, III are each listed as
beneficial owners of the same 2,660,151 shares; E. B. du Pont and J. A.
Krol are each listed as beneficial owners of the same 71,130 shares; and
L. C. Duemling and E. S. Woolard, Jr., are each listed as beneficial
owners of the same 257,650 shares. These shares of DuPont Common Stock are
reported only once in the total for directors and executive officers as a
group.
COMPLIANCE WITH THE SECURITIES EXCHANGE ACT. The Company's directors and
executive officers are required under the Securities Exchange Act of 1934 to
file reports of ownership and changes in ownership of DuPont Common Stock with
the Securities and Exchange Commission and the New York Stock Exchange. One
report each for H. R. Sharp, III and E. S. Woolard, Jr. was filed late to
report a transaction by his respective family trust for which each serves as
trustee, and a report timely filed by Mr. Woolard was amended to include other
transactions by family trusts for which he serves as trustee. A family trust
for which an executive officer, R. E. McKee, III, is a co-trustee did not
timely report Mr. McKee's transfer of DuPont stock to the trust in December
1993. At all times the shares were included in Mr. McKee's individual reports
which were filed on a timely basis. One report timely filed by J.A. Miller,
Jr., an executive officer, was amended to include other transactions, and two
reports were filed late to report transactions by a family member.
9
<PAGE>
COMPENSATION AND BENEFITS COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Benefits Committee of the Board of Directors (the
"Committee") is responsible for establishing policies and programs which govern
compensation for executive officers and other employees who participate in the
Company's Variable Compensation Plan and Stock Performance Plan. The Committee
makes specific individual recommendations to the Board of Directors for
employee directors (Chairman and Vice Chairmen).
The Company's executive compensation policy is to provide appropriate total
annual compensation when compared with positions of equivalent responsibility
within a self-constructed group of peer companies. Total annual compensation
consists of salary and variable compensation. When determining variable
compensation, the Committee evaluates the Company's corporate performance and
annual compensation against the peer group, which are the same companies
included in the peer group index used in the stock performance graph shown on
page 14. The policy also provides for competitive long-term compensation
opportunity when compared with other major industrial companies, including many
of those shown in the peer group index.
Compensation for executive officers consists of three components: salary,
variable compensation and stock options.
SALARY
Consistent with the Company's policy, salaries are generally maintained near
the average of the peer group. Each year the salary structure is adjusted to
maintain a competitive position. Salary increases for executive officers are
determined through the administrative process used for all salaried employees.
Specific increases reflect individual performance.
VARIABLE COMPENSATION
The Variable Compensation Plan (VCP) provides approximately 10,000 employees,
including executive officers, with total annual compensation that varies up or
down based on the performance of the Company, the performance of their business
unit and their own contribution. Typically, 25% of variable compensation is
paid in DuPont Common Stock.
As approved by shareholders, the VCP limits the annual maximum funding to 20%
of consolidated net income after deducting 6% of net capital employed. Each
year the Committee reviews operating results, excluding all nonrecurring items,
in determining the overall limit on variable compensation. This ensures that
the amount available for variable compensation fluctuates in relation to the
Company's operating results.
In determining the amount of payments to VCP participants, the Committee
currently uses a formula with equally weighted components of earnings per share
(EPS) versus the prior year and return on equity (ROE) versus a target of 16%.
The formula may also be adjusted based on a subjective assessment of cash flow
management for the year and corporate financial performance compared with the
peer group companies. For 1994 the Committee reviewed the Company's performance
relative to the peer group's ROE and total shareholder return. The formula may
also be adjusted based on a subjective assessment of performance in such areas
as valuing and developing people, safety, the environment, and continuous
improvement. In the past ten years, the Committee has approved payments on
average of only about two-thirds of the maximum amount available under the
overall limit.
The Company has a program to differentiate variable compensation payments by
business unit based on financial performance, with the objective of improving
financial results of the Company. Business differentiation is based on after-
tax operating income and cash flow versus each business unit's financial
objectives for the year.
The Committee approved average payments for 1994 that were about 265% of
payments for 1993. In arriving at the level of payments, the Committee
considered that 1994 reported earnings were an all-time high and were 258% of
1993 earnings (excluding certain nonrecurring items); and that ROE was
significantly above the 16% target. Average payments were also impacted by the
very strong performance in earnings and net cash flow of the business units.
Performance in the area of safety, however, was below expectations, and that
was reflected in reaching the final payment levels.
STOCK OPTIONS
Stock options are designed to provide an incentive for employees primarily
responsible for the growth and success of the Company. Stock option grants are
also intended to encourage the ownership of DuPont
10
<PAGE>
stock and thereby further the identity of interests of optionees with those of
the Company's shareholders. About 900 employees, including executive officers
and key leaders in all global regions and middle management, received grants in
1994.
The Committee has established stock option targets for each participating
level of responsibility within the Company based on a survey conducted by
Frederic W. Cook & Co., Inc., of about 35 large industrial companies. The
consulting firm's survey included nine of the peer group companies used for the
total annual compensation and stock performance graph comparisons described
above, as well as other publicly traded companies with multibillion dollar
revenues. This broader group of companies, rather than the peer group, is used
for determining long-term compensation because of the greater variability in
value of long-term compensation plans. Corporate financial performance is not
considered by the Committee in determining the amount of stock options granted.
Targets for DuPont are intended to be near the median long-term incentive
opportunity granted by the survey group.
Stock options are typically granted annually. Individual grants may range
from one-half to one-and-one-half of the target for each level of
responsibility to reflect individual performance and potential. In addition to
annual grants, special stock option grants are made to employees to recognize
advancement to key senior management positions and to recognize significant
achievements. All grants are at market price on the date of grant and, after
they become exercisable, have value only if the price of DuPont Common Stock
has increased to a value greater than at the grant date. As further incentive
for stock performance, for options granted in March 1994 and thereafter, the
price of DuPont Common Stock must be at least 120% of the price on the date of
grant for the options to be exercisable. This insures that a significant gain
for shareholders is achieved before any compensation is realized.
COMPENSATION FOR THE CHIEF EXECUTIVE OFFICER
Since 1990, the Committee has used the position of Senior Vice President as
the benchmark tie to the comparison companies rather than the CEO for
determining the Chief Executive Officer's compensation. This practice has been
used to address concerns over the upward spiraling of CEO pay and the widening
divergence in CEO compensation compared to the average employee. Total annual
compensation for the CEO is currently targeted at about twice that of Senior
Vice Presidents. Targeting the CEO's compensation using an internal benchmark
rather than tracking CEO annual compensation of other companies has resulted in
compensation for the CEO about 15% lower than if past practice had continued.
For 1994, the Committee approved a 6.1% increase in salary reflecting the 24
months since Mr. Woolard's last increase. For 1994, his variable compensation
of $1,185,000 was about 100% of target and 263% of 1993. In determining his
variable compensation, the Committee applied the same formula--performance
factors, goals, and weighting--on a basis consistent with the determination of
variable compensation granted to other employees for 1994, as described above
under Variable Compensation. His stock option grant in 1994 was at 100% of
target for his level of responsibility.
In addition to reflecting the Company's outstanding financial and operating
results, including a record high in earnings, in evaluating Mr. Woolard's
performance the Committee noted his strong leadership in transforming the
Company into an effective global competitor with financially healthier
businesses that are positioned for focused growth.
* * * * *
Recent changes in the federal tax laws impose requirements in order for
compensation payable to the CEO and certain executive officers to be fully
deductible. The Company has taken appropriate actions to preserve its income
tax deduction.
The Compensation and Benefits Committee believes the executive compensation
programs and practices described above are competitive. They are designed to
provide increased compensation with improved financial results and provide
additional opportunity for capital accumulation, but only if shareholder value
is increased.
COMPENSATION AND BENEFITS COMMITTEE
John L. Weinberg, Chairman
Edgar M. Bronfman
H. Rodney Sharp, III
Charles M. Vest
11
<PAGE>
COMPENSATION AND STOCK OPTION INFORMATION
The following table shows information about the compensation of the Company's
five highest paid executive officers. Two additional tables provide detailed
information about these employees' stock options.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------- ---------------
NAME AND VARIABLE OTHER SHARES ALL OTHER
PRINCIPAL COMPENSATION ANNUAL UNDERLYING COMPENSA-
POSITION YEAR SALARY (BONUS)(1) COMPENSATION(2) OPTIONS GRANTED TION(3)
--------- ---- -------- ------------ --------------- --------------- ---------
<S> <C> <C> <C> <C> <C> <C>
E. S. Woolard, Jr. 1994 $840,000 $1,185,000 -- 87,100 $25,200
Chairman of the 1993 792,000 450,000 -- 75,800 7,005
Board and CEO 1992 792,000 450,000 -- 90,400 6,848
C. S. Nicandros 1994 648,000 800,000 -- 49,400 38,730
Vice Chairman 1993 618,000 360,000 -- 43,800 14,150
1992 588,000 310,000 -- 44,700 13,732
J. A. Krol 1994 567,000 830,000 -- 43,200 17,010
Vice Chairman 1993 528,000 300,000 -- 36,600 7,005
1992 456,600 271,000 -- 60,900 6,848
R. v.d. Luft 1994 406,000 500,000 $437,112 22,000 12,180
Senior Vice 1993 394,600 185,000 60,800 24,200 7,005
President 1992 376,200 185,000 -- 37,300 6,848
A. W. Dunham 1994 434,800 470,000 -- 28,000 26,058
Senior Vice 1993 416,800 270,000 -- 26,400 14,150
President 1992 391,000 170,000 -- 38,500 8,028
</TABLE>
- --------
(1) On average, about 25% of variable compensation is paid in DuPont Common
Stock.
(2) For 1994 and 1993 respectively, includes $316,438 and $55,964 for
reimbursement of taxes in excess of those that would have been incurred in
a foreign service employee's base country; and $120,674 and $4,836 in
foreign housing allowances and other customary payments for expenses
related to overseas assignments.
(3) The Company's matching contributions made pursuant to the Company's savings
and thrift plans, including the following amounts credited under the
related savings restoration plan in 1994: $19,251 for E. S. Woolard, Jr.;
$29,730 for C. S. Nicandros; $11,061 for J. A. Krol; $6,231 for R. v.d.
Luft; and $17,058 for A. W. Dunham.
AGGREGATED 1994 OPTION EXERCISES/YEAR-END 1994 OPTION VALUES TABLE
<TABLE>
<CAPTION>
SHARES UNDERLYING VALUE OF UNEXERCISED
OPTION UNEXERCISED OPTIONS IN-THE-MONEY OPTIONS
EXERCISES IN 1994 HELD AT DEC. 31, 1994 HELD AT DEC. 31, 1994(2)
---------------------- ------------------------- -------------------------
SHARES
UNDERLYING VALUE
NAME OPTIONS REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---------- ----------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
E. S. Woolard, Jr. ..... 51,606 $1,693,322 569,905 87,100 $10,063,093 $315,738
C. S. Nicandros......... 26,156 697,867 202,723 49,400 2,157,426 179,075
J. A. Krol.............. 0 0 184,900 43,200 2,671,311 156,600
R. v.d. Luft............ 35,700 816,202 102,300 22,000 1,263,838 79,750
A. W. Dunham............ 0 0 188,994 28,000 3,400,140 101,500
</TABLE>
- --------
(1) Represents the pre-tax gain, which is the difference between the market
value of the shares on the date of exercise of the options and the exercise
price.
(2) Represents the closing price for DuPont Common Stock on December 31, 1994
of $56.125 less the exercise price for all outstanding exercisable and
unexercisable options for which the exercise price is less than such
closing price. Exercisable options have been held at least one year from
the date of grant. Unexercisable options have been held for less than one
year.
12
<PAGE>
OPTION GRANTS TABLE
<TABLE>
<CAPTION>
POTENTIAL REALIZABLE VALUE AT
ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL OPTION GRANTS IN 1994 FOR OPTION TERM(3)
-------------------------------------- ---------------------------------
NUMBER OF PERCENT
SHARES OF TOTAL
UNDERLYING OPTIONS EXPIRA-
OPTIONS GRANTED EXERCISE TION 0% 5% 10%
NAME GRANTED(1) IN 1994 PRICE(2) DATE $52.50 $85.50 $136.25
- ---- ---------- -------- --------- -------- ------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C>
E. S. Woolard, Jr....... 87,100 3.75% $52.50 3/3/2004 0 $2,874,300 $7,294,625
C. S. Nicandros......... 49,400 2.12% 52.50 3/3/2004 0 1,630,200 4,137,250
J. A. Krol.............. 43,200 1.86% 52.50 3/3/2004 0 1,425,600 3,618,000
R. v.d. Luft............ 22,000 0.95% 52.50 3/3/2004 0 726,000 1,842,500
A. W. Dunham............ 28,000 1.20% 52.50 3/3/2004 0 924,000 2,345,000
- --------
All Shareholders'
Gains................ increase in market value of DuPont
Common Stock at assumed rates of
stock price appreciation(4) ......... $22,398,381,819 $56,844,378,101
All Optionees'
Gains................ as a percent of all shareholders'
gains(5)............................. 0.34% 0.34%
</TABLE>
- --------
(1) Stock options are exercisable twelve months from the date of grant and the
price of DuPont Common Stock must be at least 120% of the price on the date
of grant for the options to be exercisable. All of these options were
granted on March 4, 1994, and have a term of ten years.
(2) The exercise price is the average of the high and low prices of DuPont
Common Stock as reported on the NYSE-Composite Transactions Tape on the
date of grant.
(3) Represents total potential appreciation of about 0%, 63% and 159% for
assumed annual rates of appreciation of 0%, 5% and 10%, respectively,
compounded annually for the ten-year option term.
(4) Calculated from the $52.50 exercise price applicable to most options
granted in 1994 based on the 678,738,843 shares outstanding on the March 4,
1994 grant date.
(5) Represents potential realizable value for all options granted in 1994 as
compared to the increase in market value of DuPont Common Stock at assumed
rates of stock price appreciation. Potential realizable value for all
options granted in 1994 is calculated from the $52.50 exercise price
applicable to most options granted in 1994.
13
<PAGE>
STOCK PERFORMANCE INFORMATION
The following graph presents the cumulative, five-year total return for
DuPont Common Stock compared with the S&P 500 Stock Index and a peer group of
companies. DuPont has used this peer group for several years to compare
compensation for senior management, and eight of the twelve companies are
direct competitors. The peer group companies are: AlliedSignal, Amoco, Dow
Chemical, Eastman Kodak, Exxon, Ford Motor, General Electric, International
Business Machines, Minnesota Mining and Manufacturing, Monsanto, Union Carbide
and Xerox.
The graph assumes that the value of the investment in DuPont Common Stock,
the S&P 500 Stock Index and the peer group of companies each was $100 on
December 31, 1989 and that all dividends were reinvested. The peer group is
weighted by market capitalization.
<TABLE>
COMPARISON OF FIVE YEAR CUMULATIVE RETURN
AMONG DUPONT, S&P 500 STOCK INDEX AND PEER GROUP
[GRAPH APPEARS HERE]
<CAPTION>
1989 1990 1991 1992 1993 1994
<S> <C> <C> <C> <C> <C> <C>
DuPont $ 100 $ 93.5 $ 123.3 $ 129.1 $ 137.0 $ 164.5
S&P 500 $ 100 $ 96.9 $ 126.3 $ 135.9 $ 149.5 $ 151.5
Peer Group $ 100 $ 100.0 $ 114.7 $ 118.0 $ 141.8 $ 149.7
</TABLE>
RETIREMENT BENEFITS
Retirement benefits for DuPont employees under the DuPont Pension and
Retirement Plan are based on an employee's years of service and average monthly
pay during the employee's three highest-paid years. "Average monthly pay" for
this purpose includes regular compensation and 100% of annual variable
compensation payments, but excludes other bonuses and compensation in excess of
limits imposed by the Internal Revenue Code. The Internal Revenue Code limits
the amount of annual benefits which may be payable from the pension trust.
Retirement benefits provided under the pension plan in excess of these
limitations are paid from the Company's general revenues under a separate,
nonfunded Pension Restoration Plan.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL RETIREMENT
SALARY AND BENEFITS BASED ON SERVICE OF:
VARIABLE -------------------------------
COMPENSATION 25 YEARS 30 YEARS 35 YEARS
------------ --------- ---------- ----------
<S> <C> <C> <C>
$ 750,000............................. $274,000 $ 330,000 $ 387,000
1,100,000............................. 405,000 488,000 570,000
1,450,000............................. 537,000 645,000 754,000
1,800,000............................. 668,000 803,000 938,000
2,150,000............................. 799,000 960,000 1,122,000
2,500,000............................. 930,000 1,118,000 1,305,000
</TABLE>
The above table illustrates the straight life annuity amounts payable under
the DuPont Pension and Retirement Plan and Pension Restoration Plan to DuPont
employees retiring at age 65 in 1995. As of normal
14
<PAGE>
retirement age (65), the years of service credited for retirement benefits for
DuPont employees named in the Summary Compensation Table on page 12 would be as
follows: 41 years for E. S. Woolard, Jr., 38 years for J. A. Krol and 43 years
for R. v.d. Luft.
The DuPont Pension and Retirement Plan as it applies to Conoco employees and
the Retirement Restoration Benefit Plan of Conoco are similar to the DuPont
Pension and Retirement Plan and the Pension Restoration Plan described above
for DuPont employees.
<TABLE>
<CAPTION>
ESTIMATED ANNUAL
RETIREMENT BENEFITS
SALARY AND BASED ON SERVICE OF:
VARIABLE ----------------------------
COMPENSATION 25 YEARS 30 YEARS 35 YEARS
------------ -------- -------- ----------
<S> <C> <C> <C>
$ 750,000............................... $294,000 $352,000 $ 412,000
1,100,000............................... 434,000 520,000 608,000
1,450,000............................... 574,000 688,000 804,000
1,800,000............................... 714,000 856,000 1,000,000
</TABLE>
The above table illustrates the straight life annuity amounts payable to
employees of Conoco retiring at age 65 in 1995, including payments under the
Retirement Restoration Benefit Plan. As of normal retirement age (65), A. W.
Dunham and C. S. Nicandros would have 37 and 39 years of credited service,
respectively.
2--RATIFICATION OF INDEPENDENT ACCOUNTANTS
Article III, Section 5, of the Bylaws provides that it shall be the duty of
the Audit Committee to employ, subject to stockholder ratification at each
annual meeting, independent accountants to audit the books of account,
accounting procedures and financial statements of the Company for the year and
to perform such other duties as prescribed from time to time by the Audit
Committee. On April 27, 1994, the stockholders ratified the appointment by the
Audit Committee of Price Waterhouse LLP to perform the functions assigned to it
in accordance with the Bylaws.
Price Waterhouse LLP has served as independent accountants of the Company
continuously since 1954. It is believed that its knowledge of the Company's
business gained through this period of service is most valuable. Partners and
employees of the firm who work on the Company's account are periodically
changed, thus giving the Company the benefit of new thinking and approaches in
the audit area.
During 1994, Price Waterhouse LLP audited the Company's annual consolidated
financial statements and those of a significant majority of its subsidiaries,
reviewed financial information in filings with the Securities and Exchange
Commission and other regulatory agencies, audited employee benefit plans and
provided various other services. Worldwide fees for all services provided by
Price Waterhouse LLP totaled $12.2 million for the year, of which $6.0 million
was for the annual audit of the Company's consolidated financial statements and
those of its subsidiaries.
Subject to ratification by the holders of DuPont Common Stock, the Audit
Committee has reemployed Price Waterhouse LLP as independent accountants to
perform an examination of the Company's consolidated financial statements for
the year 1995 and to render other services as required of them.
Representatives of Price Waterhouse LLP are expected to be present at the
meeting and will have an opportunity to address the meeting and respond to
appropriate questions.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE FOLLOWING
RESOLUTION:
RESOLVED, That the action of the Audit Committee in employing Price
Waterhouse LLP as independent accountants for the year 1995 to perform the
functions assigned to them in accordance with Article III, Section 5, of
the Bylaws of E. I. du Pont de Nemours and Company hereby is ratified.
15
<PAGE>
3--STOCKHOLDER PROPOSAL ON DIRECTORS' BOARD SERVICE
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue, N.W.,
Suite 215, Washington D.C., owner of 150 shares of DuPont Common Stock, has
given notice that she will introduce the following resolution and statement in
support thereof:
Resolved: That the stockholders of DuPont recommend that the Board take the
necessary steps so that future outside directors shall not serve for more
than six years.
STOCKHOLDER'S STATEMENT
REASONS: The President of the U.S.A. has a term limit, so do Governors of
many states. Newer directors may bring in fresh outlooks and different
approaches with benefits to all shareholders. No director should be able to
feel that his or her directorship is until retirement.
If you AGREE, please mark your proxy FOR this resolution.
POSITION OF THE BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THIS PROPOSAL.
The Board of Directors believes that familiarity with and understanding of
the Company achieved through continuity of Board service benefits the Company
and its shareholders. An arbitrary limitation on Board service would deprive
the Company of valuable experience, knowledge and perspective and reduce the
Board's effectiveness. This is particularly important for a company of DuPont's
size and complexity, composed of diverse businesses, and facing the challenges
of an increasingly competitive global marketplace.
The Company's Board of Directors has continued to change in a natural way.
More than one-third of the directors have less than five years of service on
the Board. As a result, the Board has the benefit of "fresh outlooks and
different approaches" and, therefore, believes the objectives of the Proposal
are being accomplished.
4--STOCKHOLDER PROPOSAL ON CUMULATIVE VOTING
John J. and Margaret R. Gilbert, 29 E. 64th Street, New York, New York,
owners of 712 and 60 shares respectively, of DuPont Common Stock, who represent
an additional family interest of 500 shares and are trustees under wills for an
additional 1,436 shares, and John C. Henry, 5 E. 93rd Street, New York, New
York, owner of 240 shares of DuPont Common Stock, have given notice that one or
all of them will introduce the following resolution and statement in support
thereof:
Resolved, That the stockholders of E. I. du Pont de Nemours and Company,
Inc., assembled in annual meeting in person and by proxy, hereby request
the Board of Directors to take the steps necessary to provide for
cumulative voting in the election of directors, which means each
stockholder shall be entitled to as many votes as shall equal the number of
shares he or she owns multiplied by the number of directors to be elected,
and he or she may cast all of such votes for a single candidate, or any two
or more of them as he or she may see fit.
STOCKHOLDERS' STATEMENT
Continued strong support along the lines we suggest were shown at the last
annual meeting when 11.6%, 5,028 owners of 61,778,505 shares, were cast in
favor of this proposal. The vote against included approximately 8,750 unmarked
proxies.
A law enacted in California provides that all state pension holdings and
state college funds invested in shares must be voted in favor of cumulative
voting proposals, showing increasing recognition of the importance of this
democratic means of electing directors.
16
<PAGE>
The National Bank Act has provided for cumulative voting. Unfortunately, in
many cases companies get around it by forming holding companies without
cumulative voting. Banking authorities have the right to question the
capability of directors to be on banking boards. Unfortunately, in so many
cases authorities come in after and say the director or directors were not
qualified. We were delighted to see that the SEC has finally taken action to
prevent bad directors from being on the boards of public companies.
We think cumulative voting is the answer to find new directors for various
committees. Additionally, some recommendations have been made to carry out the
Valdez 10 points. The 11th should be having cumulative voting and ending the
stagger system of electing directors, in our opinion.
When Alaska became a state it took away cumulative voting over our
objections. The Valdez oil spill might have been prevented if environmental
directors were elected through cumulative voting. Also, the huge derivative
losses might have been prevented with cumulative voting.
Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another example
is Ingersoll-Rand, which has cumulative voting and won two awards. In FORTUNE
magazine it was ranked second as "America's Most Admired Corporations." and the
WALL STREET TRANSCRIPT noted "on almost any criteria used to evaluate
management, Ingersoll-Rand excels." In 1994 they raised their dividend. We
believe E. I. du Pont de Nemours and Company, Inc. should follow these
examples.
If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain.
POSITION OF BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THIS PROPOSAL.
The Company's stockholders have had the opportunity to consider and vote on
this issue on numerous occasions beginning in 1955. Each time, the stockholders
have rejected the proposal by at least 86% of the votes cast.
The Board continues to believe that cumulative voting is not in the best
interest of the Company or its stockholders. In the opinion of the Board,
cumulative voting would permit a small minority of shares to elect a director
for the sole purpose of supporting a particular point of view, without regard
to the interests of other parties. A director elected in this manner could not
be expected to exercise free judgment and would not represent the stockholders
as a whole.
5--STOCKHOLDER PROPOSAL ON SITE LISTING
Brent Blackwelder, 3517 Rodman Street, N.W., Washington, D.C., owner of 50
shares of DuPont Common Stock, has given notice that he will introduce the
following resolution and statement in support thereof:
Whereas, the U.S. Securities and Exchange Commission (SEC) requires publicly-
held corporations to disclose potential environmental liabilities to
shareholders;
Whereas, a Price Waterhouse survey of securities issuers in 1992 found that
as many as 62% of the responding companies had known environmental liability
exposures that were not yet recorded in financial statements;
Whereas, DuPont, in its SEC reports, lists some of the major instances of
potential environmental liability that may accrue to the company in pollution
and toxic waste cleanup activities, fines, and environmental litigation;
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Whereas, it is unclear how much additional environmental liability, cleanup
responsibility, and remediation cost may exist at DuPont, Conoco, and other
facilities beyond those presently reported;
Whereas, the company prepares an annual environmental progress report for
shareholders and the public; Therefore, be it
RESOLVED: That the shareholders of DuPont request the Board of Directors to
instruct the company to disclose in its annual environmental progress report, a
listing of those sites and other circumstances in which it can be reasonably
expected through retirement of operations, court order, consent decree,
litigation, or government requirement, that environmental remediation,
pollution clean-up, and/or damage compensation will cause environmental
liabilities to accrue to the company.
STOCKHOLDER'S STATEMENT
REASONS: In recent years, certain forms of environmental liability have
accrued to DuPont at an increasing rate. In 1992, DuPont accrued $160 million
for certain environmental remediation activities relating to past operations,
as compared with $130 million and $135 million for similar remediation in 1991
and 1990 respectively. DuPont has also paid out substantial amounts for
environmental and agricultural damages related to certain of the company's
pesticides.
In addition, government regulators and some industry officials now state that
underground hydrocarbon plumes and/or petrochemical leakage are likely to be
found throughout the U.S. petroleum and petrochemical industries. Groundwater
contamination and long-term cleanup may be involved, public health may be
threatened, and compensation and real estate buy outs may be required.
DuPont's Conoco, for example, agreed to a $23 million settlement and real
estate buy out in Ponca City, Oklahoma after petrochemical contamination and
seepage from Conoco's nearby refinery damaged homes and threatened residents'
health.
DuPont shareholders, in evaluating the company's continued economic
prospects, need to receive the best possible information on the company's
current assets and liabilities, including prospective environmental
liabilities, as reasonably as these can be assembled and forecast.
For these reasons and others, it is imperative that management include in its
annual environmental progress report, a listing and identification of those
known and expected environmental liabilities and clean-up responsibilities that
are likely to accrue to the DuPont Company.
If you AGREE, please mark your proxy FOR this resolution.
POSITION OF BOARD OF DIRECTORS
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "AGAINST" THIS PROPOSAL.
The Board opposes this resolution for the reasons given last year when the
same resolution was disapproved by more than 92% of the votes cast.
DuPont has provided information on its potential environmental liabilities in
several documents available to its stockholders and to the public. Two years
ago, DuPont initiated an annual report devoted exclusively to the Company's
environmental performance. DuPont recently issued its third annual
environmental progress report, titled "Safety, Health and the Environment--1994
Progress Report". The report discusses expenditures for environmental
protection and remediation and explains that DuPont expects to incur some
remediation costs at most older U.S. sites which is typical for chemical and
petroleum operations in the U.S. We believe that, with this comprehensive
information already available, a specific listing of sites does not provide
additional meaningful financial information to shareholders.
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In addition to the information provided in its annual environmental progress
report, DuPont's 1994 Annual Report to Stockholders, which is mailed to
stockholders along with this Proxy Statement, includes a discussion of
"Environmental Matters" as part of Management's Discussion and Analysis. This
discussion sets forth, among other things, an accounting of the Company's
accrual for environmental remediation activities for the past three years,
actual expenditures related to the accrual, the accrual for environmental
remediation activities reflected on the balance sheet and an estimate of
DuPont's remediation costs for the next several years. The Company's accounting
policies and practices for accruals for environmental remediation are discussed
in the Notes to Financial Statements in the 1994 Annual Report. DuPont is also
subject to the reporting requirements of the Securities and Exchange Commission
on Form 10-K which includes disclosure of the financial effects of compliance
with federal, state and local environmental provisions.
As noted in the Annual Report to Stockholders, copies of DuPont's annual
environmental progress report and its Form 10-K are available to shareholders
upon request. DuPont has provided information on its potential environmental
liabilities in these documents and its Annual Report to Stockholders and has
shared its expectation that it will incur some remediation costs at most older
U.S. sites. It is the Company's intent to continue to evolve its discussion of
potential environmental liabilities. Therefore, the Board believes the Company
has already achieved the objectives of the Proposal.
OTHER MATTERS
The Board of Directors knows of no other proposals to 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.
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[RECYCLING LOGO APPEARS HERE] Printed on Recycled Paper (10% postconsumer
waste)
<PAGE>
PROXY/VOTING INSTRUCTION CARD
E.I. DU PONT DE NEMOURS AND COMPANY
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
[LOGO OF DUPONT APPEARS HERE]
The undersigned hereby appoints J.A. Krol, C.S. Nicandros and E.S. Woolard,
Jr., or any of them, each with power of substitution, as proxies for the
undersigned to vote all shares of Common Stock of said Company which the
undersigned is entitled to vote at the Annual Meeting of Stockholders to be held
on April 26, 1995, and any adjournments thereof, as hereinafter specified and,
in their discretion, upon such other matters as may properly come before the
meeting. The undersigned hereby revokes all proxies heretofore given.
As described on page 1 of the proxy statement, this proxy also provides
voting instructions for shares held for the account of the undersigned in the
employee savings and stock ownership plans. A trustee for these plans will vote
these shares as directed provided you sign and return a proxy by April 19, 1995.
A trustee for the employee savings plans may vote in its discretion all shares
held in these plans for which no voting instructions are received. Shares held
through the employee stock ownership plans will be voted for you only if you
sign and return a proxy. Other shares owned by you will be voted only if you
sign and return a proxy, or attend the meeting and vote by ballot.
On matters for which you do not specify a choice, your shares will be voted
in accordance with the recommendation of the Board of Directors.
1. Election of Directors (Mark only one)
[_] Vote FOR all nominees listed below and recommended by the Board
of Directors (except as directed to the contrary below)
[_] Vote WITHHELD from all nominees
P.N. Barnevik; A.F. Brimmer; C.R. Bronfman; E.M. Bronfman; E. Bronfman, Jr;
L.C. Duemling; E.B. du Pont; C.M. Harper; J.A. Krol; C.S. Nicandrus; W.K.
Reilly; H.R. Sharp, III; C.M. Vest; J.L. Weinberg; E.S. Woolard, Jr.
INSTRUCTION: TO WITHHOLD AUTHORITY TO VOTE FOR ANY INDIVIDUAL NOMINEE, WRITE
THAT NOMINEE'S NAME IN THE SPACE PROVIDED BELOW.
- --------------------------------------------------------------------------------
(continued, and to be signed, on other side)
<PAGE>
(continued from other side) NO.
The Board of Directors recommends a vote "FOR" proposal No. 2:
For Against Abstain
2. On independent accountants [ ] [ ] [ ]
The Board of Directors recommends a vote "AGAINST" the following
stockholder proposals:
For Against Abstain
3. On directors' board service [ ] [ ] [ ]
4. On cumulative voting [ ] [ ] [ ]
5. On site listing [ ] [ ] [ ]
PLEASE SIGN, DATE,
DETACH AND RETURN
THIS PROXY, USING
THE ENCLOSED POSTAGE [ ] Please check to receive
PREPAID REPLY ENVELOPE. an admission ticket to the
meeting.
Dated , 1995 SIGN HERE
-------------- ------------------
When signing as attorney, executor, administrator,
trustee or guardian, please give full title as such. If
the signer is a corporation, sign the full corporate
name by duly authorized officer.
