2018 PROXY STATEMENT NOTICE OF ANNUAL MEETING OF STOCKHOLDERS WEDNESDAY, APRIL 25, 2018 UNLOCKING VALUE CREATING THREE WORLD-LEADING COMPANIES AGRICULTURE MATERIALS SCIENCE SPECIALTY PRODUCTS

 

 

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS

Dear Stockholder of DowDuPont Inc.:

At the 2018 Annual Meeting of Stockholders (the “2018 Meeting”), stockholders will vote on the following matters either by proxy or in person:

 

Date:   Wednesday, April 25, 2018   Time:   12:00 P.M. Central Time   Location:   The Ritz-Carlton Hotel 160 E Pearson St, Chicago, IL 60611				Agenda:   1.   Election of the 16 Directors named in the Proxy Statement.   2.   Advisory resolution to approve executive compensation.   3.   Advisory resolution on the frequency of future advisory votes to approve executive compensation.   4.    Ratification of the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2018.   5–9.  Stockholderproposals.   10.  Transaction of any other business as may properly come before the 2018 Meeting.

 

How to Vote

Your vote is important. Whether or not you plan on attending the 2018 Meeting, please vote your shares as soon as possible by internet, telephone or mail.

 

		BY INTERNET   www.proxyvote.com				BY PHONE   1-800-690-6903 or the number provided on your voting instructions				BY MAIL   Use the postage-paid envelope provided

The Board of Directors of DowDuPont Inc. (the “Board”) has set the close of business on February 26, 2018, as the record date for determining stockholders who are entitled to receive notice of the 2018 Meeting and to vote.

As permitted by U. S. Securities and Exchange Commission (the “SEC”) rules, proxy materials were made available via the internet. Notice regarding availability of proxy materials and instructions on how to access those materials were mailed to certain stockholders of record on or about March 16, 2018 (the “Notice”). The instructions included how to vote online and how to request a paper copy of the proxy materials. This method of notice and access gives the Company a lower-cost way to furnish stockholders with their proxy materials.

Proof of stock ownership is necessary to attend the 2018 Meeting. Since seating is limited, the Board has established the rule that only stockholders or one person holding a proxy for any stockholder or account (in addition to those named as Board proxies on the proxy forms) may attend. Please see page 2 of the Proxy Statement for information on attending the 2018 Meeting.

If you are unable to attend the 2018 Meeting in person, please listen to the live audio webcast or the replay after the event, at www.dow-dupont.com/investors.

Thank you for your continued support and your interest in DowDuPont Inc.

 

 

Stacy Fox

General Counsel and Secretary

March 16, 2018

 

 

 

I

 

								ii

 

iii

 

								iv

PROXY STATEMENT SUMMARY (continued)

 

 

v

PROXY STATEMENT SUMMARY (continued)

 

 

								vi

PROXY STATEMENT SUMMARY (continued)

 

 

vii

PROXY STATEMENT SUMMARY (continued)

 

 

								viii

PROXY STATEMENT SUMMARY (continued)

 

 

ix

PROXY STATEMENT SUMMARY (continued)

 

 

								x

2018 Annual Meeting of Stockholders

DowDuPont Inc.

TABLE OF CONTENTS

 

NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
ABOUT THE DOWDUPONT MERGER TRANSACTION AND INTENDED BUSINESS SEPARATIONS			i
PROXY STATEMENT SUMMARY			iv
VOTING AND ATTENDANCE PROCEDURES			1
CORPORATE GOVERNANCE			3
AGENDA ITEM 1: ELECTION OF DIRECTORS			14
Director Nominees			17
Director Compensation			25
BENEFICIAL OWNERSHIP TABLE			29
COMPENSATION DISCUSSION & ANALYSIS			30
EXECUTIVE SUMMARY			32
DowDuPont Merger Transaction			32
Performance Highlights			32
Named Executive Officers			33
Merger Transaction Considerations for CD&A			33
Program Structure and Alignment with Core Principles			33
Executive Compensation Governance Practices			35
COMPONENTS OF EXECUTIVE COMPENSATION AND BENEFITS			37
2017 NEO Targeted Total Direct Compensation Summary			37
Pay Mix			37
2017 Compensation Decisions			38
• Base Salary			38
• Annual Incentive Compensation			38
• Long-Term Incentive Compensation			43
Benefits and Perquisites			45
THE COMPENSATION PROCESS			46
Role of the Compensation Committee			46
Role of the Independent Compensation Consultants			47
Peer Group and Benchmarking			47
OTHER CONSIDERATIONS			50
Stock Ownership Guidelines			50
Anti-Hedging and Anti-Pledging Policies			50
Executive Compensation Recovery (Clawback) Policy			50
Compensation and Risk Management			51
2017 Tax Considerations			51
COMPENSATION TABLES AND NARRATIVES			52
Summary Compensation Table			52
Grants of Plan-Based Awards			54
Outstanding Equity Awards			55
Option Exercises and Stock Vested			57
CEO Pay Ratio			57

 

xi

BENEFITS			58
Pension Benefits			58
Defined-Benefit Retirement Plans			58
Supplemental Retirement Plans			60
401(k) Plans			60
Non-Qualified Deferred Compensation			61
Other Retirement Benefits			62
Potential Payments Upon Termination or Change in Control			64
COMPENSATION COMMITTEE REPORT			67
AGENDA ITEM 2: ADVISORY RESOLUTION TO APPROVE EXECUTIVE COMPENSATION			68
AGENDA ITEM 3: ADVISORY RESOLUTION ON THE FREQUENCY OF FUTURE ADVISORY VOTES TO APPROVE EXECUTIVE COMPENSATION			69
AGENDA ITEM 4: RATIFICATION OF THE APPOINTMENT OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			70
AUDIT COMMITTEE REPORT			72
AGENDA ITEM 5: STOCKHOLDER PROPOSAL – ELIMINATION OF SUPERMAJORITY VOTING THRESHOLDS			73
AGENDA ITEM 6: STOCKHOLDER PROPOSAL – PREPARATION OF AN EXECUTIVE COMPENSATION REPORT			75
AGENDA ITEM 7: STOCKHOLDER PROPOSAL – PREPARATION OF A REPORT ON SUSTAINABILITY METRICS IN PERFORMANCE-BASED PAY			77
AGENDA ITEM 8: STOCKHOLDER PROPOSAL – PREPARATION OF A REPORT ON INVESTMENT IN INDIA			79
AGENDA ITEM 9: STOCKHOLDER PROPOSAL – MODIFICATION OF THRESHOLD FOR CALLING SPECIAL STOCKHOLDER MEETINGS			81
ADDITIONAL INFORMATION			83
APPENDIX			A-1

 

								xii

  

 

 

VOTING AND ATTENDANCE PROCEDURES

In this Proxy Statement, you will find information on the Board of Directors of DowDuPont Inc. (the “Board”), the candidates for election to the Board, and eight other items to be voted upon at the 2018 Annual Meeting of Stockholders (the “2018 Meeting”) and any adjournment or postponement of the 2018 Meeting. The background information in this Proxy Statement has been supplied to you at the request of the Board to help you decide how to vote and to provide information on the Company’s corporate governance and compensation practices. References in this document to “the Company” and “DowDuPont” mean DowDuPont Inc., to “Dow” means The Dow Chemical Company, and to “DuPont” means E. I. du Pont de Nemours and Company. This Proxy Statement is first being distributed to stockholders on or about March 16, 2018.

Vote Your Shares in Advance

You may vote your shares by internet, telephone or signing and returning the enclosed proxy or other voting instruction form. Your shares will be voted only if the proxy or voting instruction form is properly executed and received by the independent Inspectors of Election prior to the 2018 Meeting. Except as provided below with respect to shares held in employee savings plans, if no specific instructions are given by you when you execute your voting instruction form, as explained on the form, your shares will be voted as recommended by the Board.

You may revoke your proxy or voting instructions at any time before their use at the 2018 Meeting by sending a written revocation, by submitting another proxy or voting form on a later date, or by attending the 2018 Meeting and voting in person. No matter which voting method you choose, however, you should not vote any single account more than once unless you wish to change your vote. Be sure to submit votes for each separate account in which you hold DowDuPont common stock.

Confidential Voting

The Company maintains vote confidentiality. Proxies and ballots of all stockholders are kept confidential from the Company’s management and Board unless disclosure is required by law and in other limited circumstances. The policy further provides that employees may confidentially vote their shares of Company stock held by employee savings plans, and requires the appointment of an independent tabulator and Inspectors of Election for the 2018 Meeting.

Dividend Reinvestment Plan Shares and Employee Savings Plan Shares

If you are enrolled in the direct stock purchase and dividend reinvestment plan administered by Computershare Trust Company, N.A. (the “Computershare CIP”), the DowDuPont common stock owned on the record date by you directly in registered form, plus all shares of common stock held for you in the Computershare CIP, will appear together on a single proxy voting form. If no instructions are provided by you on an executed proxy voting form, your Computershare CIP shares will be voted as recommended by the Board.

Participants in various employee savings plans, including The Dow Chemical Company Employees’ Savings Plan and the DuPont Retirement Savings Plan (each a “Plan” or collectively the “Plans”), will receive a voting instruction form. Your executed form will provide voting instructions to the respective Plan Trustee (Fidelity Management Trust Company for the Dow Plan and Merrill Lynch, Pierce, Fenner & Smith, Incorporated for the DuPont Plan). If no instructions are provided, the Trustees and/or administrators of the Plans will vote the respective Plan shares according to the provisions of each Plan. To allow sufficient time for voting, your voting instructions must be received by 11:59 P.M. Eastern Time on April 20, 2018, or, if you are voting via the Internet or by phone, by 11:59 P.M. Eastern Time on April 22, 2018. Accordingly, you may not vote your Plan shares in person at the Annual Meeting.

 

								1

VOTING AND ATTENDANCE PROCEDURES (continued)

 

 

DowDuPont Shares Outstanding and Quorum

At the close of business on the record date, February 26, 2018, there were 2,325,945,219 shares of DowDuPont common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of at least 50% of the issued and outstanding shares of common stock entitled to vote that are present in person or represented by proxy constitute a quorum for the transaction of business at the 2018 Meeting. For Agenda Item 1: Election of Directors, each nominee must receive more FOR votes than AGAINST votes in order to be elected. For Agenda Item 3: Advisory Resolutions on the Frequency of Future Advisory Votes to Approve Executive Compensation, the frequency (every one year, every two years or every three years) that receives the most FOR votes will be approved. For all other Agenda Items to be presented for a vote at the 2018 Meeting (2 and 4 through 9), each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions and broker non-votes will be included in determining the presence of a quorum at the 2018 Meeting, but will not be counted or have an effect on the outcome of any matter except as specified below with respect to Agenda Item 4. Broker non-votes occur when a person holding shares through a bank or broker, meaning that their shares are held in a nominee name or beneficially through such bank or broker, does not provide instructions as to how to vote their shares and the bank or broker is not permitted to exercise voting discretion. Under New York Stock Exchange (“NYSE”) rules, your bank or broker may vote shares held in beneficial name only on Agenda Item 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm, without instruction from you, but may not vote on any other matter to be voted on at the 2018 Meeting. A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the 2018 Meeting for ten days before the 2018 Meeting, during normal business hours, at the Office of the Corporate Secretary.

Proxy Solicitation on Behalf of the Board

The Board is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 2018 Meeting or an adjournment or postponement thereof. Directors, officers and employees may solicit proxies on behalf of the Board in person, by mail, by telephone or by electronic communication. The proxy representatives of the Board will not be specially compensated for their services in this regard.

DowDuPont has retained Innisfree M&A Incorporated to aid in the solicitation of stockholders (primarily brokers, banks and other institutional investors) for an estimated fee of $25,000, plus reasonable expenses. Arrangements have been made with brokerage houses, nominees and other custodians and fiduciaries to send materials to their principals, and their reasonable expenses will be reimbursed by DowDuPont on request. The cost of solicitation will be borne by the Company.

Attending the 2018 Meeting

An approved form of proof of stock ownership is necessary to attend the 2018 Meeting. If you hold your shares through a bank or broker, you will need proof of record date ownership for admission to the 2018 Meeting, such as a letter from the bank or broker. In addition, such holders who wish to vote in person at the 2018 Meeting must obtain a “legal proxy” from the bank, broker or other holder of record that holds their shares in order to be entitled to vote at the 2018 Meeting.

Since seating is limited, the Board has established the rule that only stockholders or one person holding a proxy for any stockholder or account (in addition to those named as Board proxies on the proxy forms) may attend.

All stockholders and proxy holders wishing to attend the 2018 Meeting should bring and present valid government issued photo identification for admittance. Proxy holders will also be asked to present credentials for admittance.

Please note that cameras, sound or video recording equipment, or other similar equipment, electronic devices, large bags or packages will not be permitted in the Annual Meeting.

If you are unable to attend the 2018 Meeting in person, please listen to the live audio webcast or the replay after the event, at www.dow-dupont.com/investors.

Other Matters

The Board does not intend to present any business at the 2018 Meeting that is not described in this Proxy Statement. The enclosed proxy or other voting instruction form confers upon the designated persons the discretion to vote the shares represented in accordance with their best judgment. Such discretionary authority extends to any other properly presented matter. The Board is not aware of any other matter that may properly be presented for action at the 2018 Meeting.

 

2

  

 

 

CORPORATE GOVERNANCE

Strong corporate governance is an integral part of both Dow’s and DuPont’s historic core values, and, as a result, DowDuPont is committed to applying the same sound corporate governance and leadership principles and practices. Within this section, you will find information about the Board and its governance structure and processes.

DowDuPont Board Corporate Governance Guidelines

The 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 the Company’s website at www.dow-dupont.com/investors/corporate-governance to review the following governance documents:

 

•

DowDuPont Code of Conduct

 

•

Amended and Restated Certificate of Incorporation

 

•

Amended and Restated Bylaws

 

•

Corporate Governance Guidelines

 

•

DowDuPont Code of Financial Ethics

 

•

Advisory Committee Charters and Membership

 

•

Board Committee Charters and Membership

 

•

Dow and DuPont Conflict Minerals and Human Rights Reports and Policies

 

•

Dow and DuPont Political Policy and Engagement Reports and Policies

Director Independence

The Board has assessed the independence of each non-employee Director in accordance with the standards of independence of the NYSE, SEC rules and as described in the Corporate Governance Guidelines. Based upon these standards, the Board has determined that the following fourteen members of the Board are independent Directors: Lamberto Andreotti, James A. Bell, Robert A. Brown, Alexander M. Cutler, Jeff M. Fettig, Marillyn A. Hewson, Lois D. Juliber, Raymond J. Milchovich, Paul Polman, Dennis H. Reilley, James M. Ringler, Ruth G. Shaw, Lee M. Thomas and Patrick J. Ward. These independent Directors constitute a “substantial majority” of the Board, consistent with Board policy. The Corporate Governance Committee, as well as the Board, will annually review relationships that Directors may have with the Company and members of management to make a determination as to whether there are any material relationships that would preclude a Director from being independent.

All members of the Audit, Compensation, and Corporate Governance Committees are independent Directors under the Corporate Governance Guidelines and applicable regulatory and listing standards.

The Board had previously determined that the following individuals who served as Directors on the Dow Board until the effective date of the Merger Transaction were also independent Directors: Ajay Banga, Jacqueline K. Barton, Richard K. Davis, Mark Loughridge, and Robert S. (Steve) Miller.

Board Leadership Structure

The Board is responsible for broad corporate policy and overall performance of the Company through oversight of management and stewardship of the Company. Among other duties, the Board appoints the Company’s officers, assigns to them responsibility for management of the Company’s operations, and reviews their performance.

As described in the Company’s Amended and Restated Bylaws effective as of September 11, 2017 (“Bylaws”), Andrew N. Liveris currently serves as the Executive Chairman of DowDuPont and Edward D. Breen serves as the Chief Executive Officer of DowDuPont. As announced by the Company on March 12, 2018, as of April 1, 2018, Mr. Liveris will no longer serve as Executive Chairman. Effective April 1, 2018, Jeff M. Fettig will serve as a non-employee Executive Chairman. Following this transition, Mr. Liveris will continue as a Director of DowDuPont through his previously announced retirement from the Company on July 1, 2018. The previous Lead Independent Directors of each of Dow and DuPont serve as Co-Lead Independent Directors of the Board with responsibilities set forth in the Corporate Governance Guidelines. Further detail on the responsibilities of those roles follows.

 

								3

CORPORATE GOVERNANCE (continued)

 

 

Executive Chairman

The Executive Chairman has the lead responsibility for chairing the Board. The Executive Chairman has the following corporate-wide responsibilities:

 

(i)	joint responsibility for the corporate-wide synergies of DowDuPont together with the Chief Executive Officer; and,

 

(ii)	responsibility for the agenda and schedule of all meetings of the Board, in consultation with the Chief Executive Officer.

The Executive Chairman has all such other powers and may perform such other duties as may be assigned by the Board from time to time.

Chief Executive Officer

The Chief Executive Officer of DowDuPont reports to the Board and has the following corporate-wide responsibilities:

 

(i)	sole responsibility for the financial affairs of DowDuPont, including the integration, ongoing operation, and performance of DowDuPont;

 

(ii)	joint responsibility for the corporate-wide synergies of DowDuPont together with the Executive Chairman; and,

 

(iii)

joint responsibility with the Executive Chairman for the agenda and schedule of all meetings of the Board.

The Chief Executive Officer has such other powers and may perform such other duties as may be assigned by the Board from time to time.

Co-Lead Independent Director Roles

The Board has Co-Lead Independent Directors, designated in accordance with the Bylaws, whose shared responsibilities are to:

 

(i)	preside at all meetings of the Board at which the Executive Chairman and Chief Executive Officer are not present, including executive sessions of the Board’s independent Directors;

 

(ii)	serve as liaisons between the Executive Chairman and/or the Chief Executive Officer, on the one hand, and the independent Directors, on the other hand;

 

(iii)

determine the appropriate materials to be provided to the Board;

 

(iv)	review meeting agendas and schedules and consult with the Executive Chairman regarding the same;

 

(v)	serve as focal point for stockholder communications and requests for consultation that are, in each case, addressed to independent members of the Board;

 

(vi)	review and approve meeting schedules to assure that there is sufficient time for discussion of all agenda items; and,

 

(vii)

have authority to call meetings of the Board’s independent Directors.

Committees

Committees perform many important functions. The responsibilities of each Committee are stated in the Bylaws and in their respective Committee charters. The Board, upon the recommendation of the Corporate Governance Committee, elects members to each Committee and has the authority to change Committee chairs, memberships and the responsibilities of any Committee as set forth in the Bylaws.

The Board currently has four Standing Committees and three Advisory Committees (individually a “Committee” and collectively the “Committees”):

 

Standing Committees		Advisory Committees
Audit Committee		Agriculture Advisory Committee
Compensation Committee		Materials Science Advisory Committee
Corporate Governance Committee		Specialty Products Advisory Committee
Environment, Health, Safety and Technology Committee

 

4

CORPORATE GOVERNANCE (continued)

 

 

A brief description of the responsibilities of the Committees are as follows:

Standing Committees

 

Audit Committee   All members of the Audit Committee are independent Directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.   The Board has determined that all members of the Audit Committee are “audit committee financial experts” within the meaning of applicable SEC rules. Further, the Board has determined, in accordance with applicable requirements of the NYSE, that the simultaneous service of Mr. Bell on the audit committees of more than three public companies does not impair his ability to effectively serve on the Audit Committee.		•   Nominates, engages and replaces, as appropriate, the Company’s independent registered public accounting firm, subject to stockholder ratification, to audit the Company’s Consolidated Financial Statements.   •   Pre-approves all services and fees performed by the Company’s independent registered public accounting firm.   •   Provides oversight on the external reporting process and the adequacy of the Company’s internal controls.   •   Reviews effectiveness of the Company’s systems, procedures and programs designed to promote and monitor compliance with applicable laws and regulations and receives prompt reports on any compliance matter that could adversely impact the Company’s external reporting process or adequacy of internal controls.   •   Reviews the scope of the audit activities of the independent registered public accounting firm and the Company’s internal auditors and appraises audit efforts of both.   •   Reviews services provided by the Company’s independent registered public accounting firm and other disclosed relationships as they bear on the independence of the Company’s independent registered public accounting firm.   •   Establishes procedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters.   A Summary of the Audit Committee Policy on Pre-approval of Services Performed by the Independent Registered Public Accounting Firm is included as part of Agenda Item 4: Ratification of Independent Registered Public Accounting Firm in this Proxy Statement.
Compensation Committee   All members of the Compensation Committee are independent Directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.		•   Retains any compensation consultants that the Committee, in its sole discretion, deems appropriate to fulfill its duties and responsibilities; the Committee shall set the compensation and oversee the work of the consultants, including approval of an applicable executive compensation peer group.   •   Assesses current and future senior leadership talent for Company officers.   •   Assists the Board in Executive Chairman and CEO succession planning process.   •   Evaluates the performance of the Executive Chairman and the CEO in light of the goals and objectives set by the Compensation Committee and, together with the other independent members of the Board, determines and approves the compensation of both the Executive Chairman and the CEO based on this evaluation.   •   Recommends, for approval by the independent Directors, Executive Chairman and Chief Executive Officer compensation.   •   Recommends and approves the principles guiding the Company’s executive officer compensation and benefits plans as well as other compensation and benefits plans.   •   Reviews the Company’s incentive compensation arrangements to determine whether they encourage excessive risk-taking, and evaluates compensation policies and practices that could mitigate any such risk.   •   Works with management to develop the Compensation Discussion and Analysis and the Compensation Committee Report for inclusion in the Company’s Annual Report on Form 10-K or annual meeting Proxy Statement.   •   Considers the voting results of any say-on-pay or related stockholder proposals.

 

								5

CORPORATE GOVERNANCE (continued)

 

 

Corporate Governance Committee   All members of the Corporate Governance Committee are independent Directors under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.		•    Establishes the process for identifying and evaluating director nominees, determines the qualifications, qualities, skills and other expertise required to be a director, and recommends to the Board nominees for election to the Board.   •    Monitors the functioning of Board Committees.   •    Oversees the Board’s new director orientation program.   •    Oversees the annual assessment of the Board and its Committees.   •    Oversees the Company’s corporate governance practices, including reviewing and recommending to the Board for approval any changes to the Company’s Certificate of Incorporation, Bylaws and Committee charters.   •    Oversees the Company’s ethics and compliance functions, including review of its business conduct and ethics policies.
Environment, Health, Safety and Technology Committee		•    Reviews the Company’s safety, health and environmental policies and performance.   •    Oversees and advises the Board of Directors on matters impacting corporate social responsibility and the Company’s public reputation.

Advisory Committees

The Advisory Committees were established to oversee the business and affairs of each of DowDuPont’s Agriculture, Materials Science and Specialty Products divisions in preparation for the Intended Business Separations. Each Advisory Committee is responsible for overseeing the business and affairs of its respective division including:

 

(i)	developing strategy and operational direction;

 

(ii)	planning and making recommendations to approve operating and capital budgets;

 

(iii)

evaluating the performance of, and making recommendations as to all matters related to the compensation of, the leadership team of the respective division;

 

(iv)	receiving reports on financial performance and synergies;

 

(v)	identifying risk areas, assessing risk management and discussing with the leadership team of the respective division, the policies and processes related thereto at the divisional level;

 

(vi)	reviewing any transaction specific to the respective division that requires Board approval;

 

(vii)

developing a capital structure for the respective division and presenting such capital structure to the Board; and

 

(viii)

selecting, changing and making permanent the chief executive officer and leadership teams of the respective division and assessing current and future talent of the leadership team, including development and succession plans of all leadership team positions in the respective divisions.

 

6

CORPORATE GOVERNANCE (continued)

 

 

Committee Membership

The following chart shows the current Committee membership and the number of meetings that each Committee held in 2017. The total number of Standing Committee meetings is noted for Dow from January 1, 2017 until the closing of the Merger Transaction on August 31, 2017, and for DowDuPont from September 1, 2017 until December 31, 2017.

 

Standing Committees

Advisory Committees

Director

Audit

Compensation

Corporate Governance

Environment,   Health, Safety   and Technology

Agriculture

Materials Science

Specialty Products

Lamberto Andreotti*

X

X

James A. Bell*

CH

X

Edward D. Breen – Chief Executive Officer

CH

CH

X

CH

Robert A. Brown*

X

X

Alexander M. Cutler*

CH

X

A

A

Jeff M. Fettig*

CH

X

Marillyn A. Hewson*

X

X

A

Lois D. Juliber*

CH

X

Andrew N. Liveris – Executive Chairman

CH

X

CH

X

Raymond J. Milchovich*

X

X

A

Paul Polman*

X

X

Dennis H. Reilley*

CH

X

A

James M. Ringler*

X

X

Ruth G. Shaw*

X

X

Lee M. Thomas*

X

X

Patrick J. Ward*

CH

X

Number of Meetings in 2017

Dow (17 total)

6

4

4

3

n/a

n/a

n/a

DowDuPont (14 total)

3

2

2

1

2

2

2

* = Independent    CH = Chairman or, as applicable, Co-Chairman    A = Additional Ex Officio Attendee

In addition, Advisory Committee members may participate in other Advisory Committee meetings as an attendee. Such attendees may not vote or be counted for quorum purposes. Advisory Committees also include ex officio members from the legacy Dow and legacy DuPont Boards who are not serving on the Board, as well as additional members who participate in an ex officio capacity as appointed by the Board to provide the Advisory Committees with the business context and knowledge needed to ensure an efficient and timely transition for the Intended Business Separations. Such ex officio members may not vote or be counted for quorum purposes.

Additional Information about the Advisory Committees

Agriculture Advisory Committee

The Agriculture Advisory Committee is comprised of (i) members of the Board who were designated by the DuPont board, (ii) the Executive Chairman of DowDuPont, (iii) the Chief Executive Officer of DowDuPont, and (iv) former members of the DuPont board who are not members of the DowDuPont Board and who serve in an ex officio capacity by virtue of their prior service on the DuPont board.

Materials Science Advisory Committee

The Materials Science Advisory Committee is comprised of (i) members of the Board who were designated by the Dow board, (ii) the Executive Chairman of DowDuPont, (iii) the Chief Executive Officer of DowDuPont, and (iv) former members of the Dow board who are not members of the DowDuPont Board and who serve in an ex officio capacity by virtue of their prior service on the Dow board.

 

								7

CORPORATE GOVERNANCE (continued)

 

 

Specialty Products Advisory Committee

The Specialty Products Advisory Committee is comprised of (i) the Executive Chairman of DowDuPont, (ii) the Chief Executive Officer of DowDuPont, (iii) members of the Board as may be agreed on by the Executive Chairman and the Chief Executive Officer of DowDuPont, (iv) former members of the Dow or DuPont boards who are not members of the DowDuPont Board and who serve in an ex officio capacity by virtue of their prior service on the Dow or DuPont board, and (v) any additional members who participate in an ex officio capacity as appointed by the Executive Chairman and the Chief Executive Officer.

Decision Making and Administration

To the extent there are any disagreements between or among the Advisory Committees regarding the determinations about the capital structure of the three divisions, the matter shall be submitted to a reconciliation committee, consisting of the Chief Executive Officer, the Executive Chairman, and the Co-Lead Independent Directors, for resolution. To the extent the reconciliation committee is unable to come to a determination, a majority of the Board shall make the determination.

Pursuant to the Bylaws, the Board will have the authority to approve the Intended Business Separations or may determine to abandon, by a majority vote, the exploration or pursuit of a separation of the Agriculture division, Materials Science division or Specialty Products division, respectively. In the event that the separation of any division is consummated, the Advisory Committee with respect to such division shall be dissolved, with it being anticipated that its members would continue as members of the Board of Directors of the separated entity, and the provisions in the Bylaws with respect thereto shall be of no further force and effect. To the extent the Board determines to abandon one or more of the anticipated separations, the Advisory Committees may be dissolved at any time following the two-year anniversary of the consummation of the merger.

Provisions of the Bylaws regarding the Executive Chairman and Chief Executive Officer, the DowDuPont Board and the Advisory Committees described above may only be modified, amended or repealed, and Bylaw provisions inconsistent with such matters may only be adopted, by an affirmative vote of at least 66 2/3% of: (i) the Board or (ii) the holders of all shares of capital stock of DowDuPont then entitled to vote on such matters.

Board’s Role in the Oversight of Risk Management

The Board is responsible for overseeing the overall risk management process for the Company. Risk management is considered a strategic activity within the Company and responsibility for managing risk rests with executive management while the Standing Committees and the Board as a whole participate in the oversight of the process. Specifically, the Board has responsibility for overseeing the strategic planning process and reviewing and monitoring management’s execution of the corporate and business plan, and each Standing Committee is responsible for oversight of specific risk areas relevant to their respective charters. This process includes an assessment of potential cyber-attacks and the ongoing review of the Company’s comprehensive cyber security program.

The oversight responsibility of the Board and Standing Committees is enabled by an enterprise risk management model and process implemented by management that is designed to identify, assess, manage and mitigate risks. The Audit Committee is responsible for overseeing that management implements and follows this risk management process and for coordinating the outcome of reviews by the other Standing Committees in their respective risk areas.

 

Standing Committee		Area(s) of Risk Management Oversight Responsibility
Compensation Committee		the Company’s executive compensation practices
Audit Committee		management and effectiveness of accounting, auditing, external reporting, compliance and internal controls, and cyber security
Corporate Governance Committee		director independence, potential conflicts of interest and other ethics and compliance
Environment, Health, Safety and Technology Committee		emerging regulatory developments related to safety, health and environment

Although each Standing Committee is responsible for overseeing the management of certain risks as described above, the full Board is regularly informed by the Standing Committees about these risks. This enables the Board and the Standing Committees to coordinate risk oversight and the relationships among the various risks faced by the Company.

 

8

CORPORATE GOVERNANCE (continued)

 

 

Stockholder Engagement

Throughout the year, the independent Directors and members of the management teams at Dow, DuPont, and DowDuPont continued extensive outreach to stockholders, engaging with investors who collectively held over 50% of outstanding shares of each company. Through this outreach, the management teams updated investors on a range of topics such as the Merger Transaction and Intended Business Separations, the overall business strategy, current business conditions, corporate citizenship and sustainability, corporate governance practices and executive compensation, as well as gained an understanding of the perspectives and concerns of each investor. The Boards and management teams carefully consider the feedback from these meetings, as well as stockholder support, when reviewing the business, corporate governance and executive compensation profiles.

Communications with the Board and Directors

Stockholders and other parties interested in communicating directly with the Board, Executive Chairman, Co-Lead Independent Directors or other independent Directors, may do so by writing in care of the Office of the Corporate Secretary, 974 Centre Road, Wilmington, DE 19805.

The Board’s independent Directors have approved procedures for handling correspondence received by the Company and addressed to the Board, Executive Chairman, Co-Lead Independent Directors or other outside Directors. Communications will be distributed to any or all Directors as appropriate depending upon the individual communication. However, the Directors have requested that communications that do not directly relate to their duties and responsibilities as Directors of the Company be excluded from distribution and deleted from email that they access directly. Such excluded items include “spam”; advertisements; mass mailings; form letters and email campaigns that involve unduly large numbers of similar communications; solicitations for goods, services, employment or contributions; surveys; and individual product inquiries or complaints. Additionally, communications that appear to be unduly hostile, intimidating, threatening, illegal or similarly inappropriate will also be screened for omission by the Office of the Corporate Secretary. Any omitted or deleted communication will be made available to any Director upon such Director’s request. Concerns relating to accounting, internal controls, auditing or ethical matters are brought to the attention of the internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters.

Board, Standing Committees and Annual Meeting Attendance

From January 1, 2017 until the closing of the Merger Transaction on August 31, 2017, Dow held eight Board meetings and seventeen Standing Committee meetings. From September 1, 2017 through December 31, 2017, DowDuPont held three Board meetings and eight Standing Committee meetings. All of the Directors attended more than 75% of the sum of the total number of Board meetings and the total number of meetings of the Standing Committees on which the Director served during the past year. The Directors are encouraged to attend all Annual Meetings of Stockholders, and in 2017 all thirteen Directors then serving on the Dow Board attended the Dow Annual Meeting of Stockholders held on May 11, 2017.

Executive Sessions of Directors

The non-employee Directors meet in executive session in connection with each regularly scheduled meeting of the Board, and at other times as they may determine appropriate. From January 1, 2017 through closing of the Merger Transaction on August 31, 2017, there were five executive sessions of the Dow Board chaired by Mr. Fettig, Lead Independent Director. From September 1, 2017 through December 31, 2017, there were three executive sessions of the Board chaired by Messrs. Cutler and Fettig, Co-Lead Independent Directors for the Board. The Standing Committees typically meet in executive session in connection with every Committee meeting.

Director Qualifications and Diversity

There are certain minimum qualifications for Board membership that Director candidates should possess, including strong values and discipline, high ethical standards, a commitment to full participation on the Board and its Committees, relevant career experience, and a commitment to ethnic, racial and gender diversity. The Corporate Governance Committee has adopted guidelines to be used in evaluating candidates for Board membership in order to ensure a diverse and highly qualified Board of Directors. In addition to the characteristics mentioned above, the guidelines provide that candidates should possess

 

								9

CORPORATE GOVERNANCE (continued)

 

 

individual skills, experience and demonstrated abilities that help meet the current needs of the Board and provide for diversity of membership, such as experience or expertise in some of the following areas: the chemical industry, global business, science and technology, finance and/or economics, corporate governance, public affairs, government affairs, and experience as chief executive officer, chief operating officer or chief financial officer of a major company. Other factors that are considered include independence of thought, willingness to comply with Director stock ownership guidelines, meeting applicable Director independence standards (where independence is desired) and absence of conflicts of interest. The Corporate Governance Committee may modify the minimum qualifications and evaluation guidelines from time to time as it deems appropriate.

Guidelines for Director qualifications are included in the Corporate Governance Guidelines. The guidelines for Director qualifications provide that a commitment to diversity is a consideration in the identification and nomination of Director candidates, and that candidates are evaluated to provide for a diverse and highly qualified Board. The Corporate Governance Committee and the full Board implement and assess the effectiveness of these guidelines and the commitment to diversity by referring to these guidelines in the review and discussion of Board candidates when assessing the composition of the Board and by including questions regarding the diversity of the Board membership in the Board’s annual self-evaluations.

Identifying Director Candidates

Among the Corporate Governance Committee’s most important functions is the selection of Directors who are recommended to the Board as candidates for election. The Corporate Governance Committee has adopted a process for identifying new Director candidates. Recommendations may be received by the Corporate Governance Committee from various sources, including current or former Directors, a search firm retained by the Corporate Governance Committee to assist in identifying and evaluating potential candidates, stockholders, Company executives, and by self-nomination. The Corporate Governance Committee is open to accepting stockholders’ suggestions of candidates to consider as potential Board members as part of the Corporate Governance Committee’s periodic review of the size and composition of the Board and its Committees. Such recommendations should be sent to the Corporate Governance Committee through the Office of the Corporate Secretary. The Corporate Governance Committee uses the same process to evaluate Director nominees recommended by stockholders as it does to evaluate nominees identified by other sources.

Director Candidate Nominations through Proxy Access

The Bylaws set forth procedural and content requirements for director candidate nominations through proxy access. As more specifically provided in the Bylaws, a stockholder or group of up to twenty stockholders owning 3% or more of the Company’s outstanding shares of common stock continuously for at least three years, may nominate and include in the Company’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the stockholder(s) and the nominee(s) satisfy the requirements detailed in the Bylaws. Nominations should be sent to the Office of the Corporate Secretary in accordance with the procedural and content requirements set forth in the Bylaws, the full text of which is available at www.dow-dupont.com/investors/corporate-governance.

Board Term

The Certificate of Incorporation provides that all Directors stand for election at each Annual Meeting of Stockholders.

The Corporate Governance Guidelines provide that Directors should not be nominated for election to the Board after reaching age 72, unless it is determined that it is in the best interests of the Company to extend the retirement date. Messrs. Ringler and Thomas are current Directors who are nominated for re-election to the Board at the 2018 Meeting, although they have already reached age 72. The Corporate Governance Committee and the Board have determined that, due to the current needs of the Board and the unique circumstances of the Intended Business Separations, the nomination of Messrs. Ringler and Thomas to stand for re-election as Directors is warranted.

Code of Conduct

The Board has adopted a Code of Conduct for Directors and Officers and a Code of Financial Ethics applicable to the Chief Executive Officer, Chief Financial Officer and Co-Controllers. In addition, the operating subsidiaries of DowDuPont have codes of conduct applicable to their respective employees. The full text of DowDuPont’s Code of Conduct as well as the codes of conduct for Dow and DuPont are available at www.dow-dupont.com/investors/corporate-governance. In addition, DowDuPont discloses on its website any waiver of or amendment to the Code of Conduct requiring disclosure under applicable rules.

 

10

CORPORATE GOVERNANCE (continued)

 

 

Related Person Transactions

The Board adopted written policies and procedures relating to the approval or ratification of each “Related Person Transaction.” Under the policies and procedures, the Corporate Governance Committee (or its Co-Chairs, under some circumstances) reviews the relevant facts of all proposed Related Person Transactions and either approves or disapproves of the entry into a particular Related Person Transaction, by taking into account, among other factors it deems appropriate:

 

(i)	the commercial reasonableness of the transaction;

 

(ii)	the materiality of the Related Person’s direct or indirect interest in the transaction;

 

(iii)

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

 

(iv)	whether the transaction was in the ordinary course of business; and

 

(v)	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 DowDuPont 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 Corporate Governance Committee for ratification. If the Corporate 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 DowDuPont’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:

 

(i)	DowDuPont was, is or will be a participant;

 

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

 

(iii)

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 DowDuPont’s last fiscal year was:

 

(i)	a Director or an executive officer of DowDuPont or a nominee to become a Director of DowDuPont;

 

(ii)	any person who is known to be the beneficial owner of more than 5% of any class of DowDuPont’s outstanding common stock; or

 

(iii)

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

Certain Relationships and Related Transactions

DowDuPont 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 DowDuPont, or their immediate family members, are employees. The Corporate 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 2% 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. From time to time, the Company may have employees who are related to DowDuPont executive officers and Directors. An adult child of Mr. Charles J. Kalil is employed by Dow in a non-executive position. In 2017, she received compensation in the approximate amount of $180,000, which amount and other terms of her employment, including equity awards, are commensurate with that of her peers and determined on a basis consistent with Dow’s human resources policies.

 

								11

CORPORATE GOVERNANCE (continued)

 

 

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires the Company’s Directors and executive officers and persons who own more than 10% of a registered class of the Company’s equity securities (“Reporting Persons”) to file with the SEC reports on Forms 3, 4 and 5 concerning their ownership of and transactions in the common stock and other equity securities of the Company, generally within two business days of a reportable transaction. As a practical matter, the Company seeks to assist its Directors and executives by monitoring transactions and completing and filing reports on their behalf.

Based solely upon a review of SEC filings furnished to the Company and written representations that no other reports were required, all Reporting Persons complied with these reporting requirements during fiscal year 2017, except for Forms 3 for Messrs. Reilley and Thomas, and Ms. Fox which were amended to properly state holding information as of the Merger Transaction closing.

Sustainability Initiatives

Since the 1980s, both Dow and DuPont have demonstrated industry leadership in sustainability. That commitment resulted in DowDuPont being named to the 2017 Dow Jones Sustainability World Index, recognizing DowDuPont’s continuing sustainability performance to be in the top 10% of the industry.

Both Dow and DuPont have displayed a proven, decades-long track record of consistently integrating industry-leading sustainability, environmental, and social metrics into the company strategy and using those metrics to drive company performance.

In 2015, Dow launched its third set of industry-leading, aspirational 2025 Sustainability Goals, which link sustainability metrics directly to company strategy in every business unit, function and geography. Dow’s emphasis on integrating sustainability metrics into the everyday plans of the company has been key to its economic, environmental, and social metric successes over the past two decades.

In 2015, DuPont continued its sustainability leadership effort by announcing a set of 2020 Sustainability Goals that integrate sustainability with its innovation process, further improve its operational footprint and continue its efforts to enhance global food security.

Both Dow and DuPont have notable accomplishments toward fulfillment of these sustainability goals:

 

•

In 2017, Dow was the first U.S.-based company to issue its annual sustainability report according to the updated Global Reporting Initiative (GRI) Standards at the Comprehensive Level – the highest standard in corporate responsibility, transparency, and accountability.

 

•

In 2017, Dow won a U.S. Presidential Green Chemistry Award, an EPA Safer Choice Partner of the Year award, and ten R&D 100 awards, six of which were for sustainability-related products.

 

•

Dow announced a Circular Economy collaboration to develop the market for recycled polyols manufactured from end-of-life mattresses.

 

•

Dow delivered its first certified renewable polyethylene to customers in The Netherlands and Germany.

 

•

Dow delivered more than $160 million in the last two years from implementing its 2025 Valuing Nature Goal. This resulted from valuing the specific alternatives that natural infrastructure, process improvements, conservation options, and embedding natural processes into innovation could provide in business decisions.

 

•

Dow initiated its Product Stewardship Academy with outreach in Kenya, Nigeria and Ghana. The program is aimed at providing training and mentoring on product safety practices in developing regions.

 

•

Dow launched its partnership with the WE organization, to promote science and innovation among youth, which will include the developing a curriculum focused on chemistry innovation, safety, and sustainability.

 

•

DuPont reduced absolute Scope 1 and 2 greenhouse gas emissions by more than 8.5% between 2010 and 2016 and cut total water consumption by approximately 4% over the same period.

 

•

DuPont reduced non-renewable energy intensity by more than 10% since 2010.

 

•

DuPont invested approximately $6 billion and introduced nearly 3,500 new products between 2010 and 2016 as part of its 2020 goal to develop innovations that produce more food, enhance nutritional value and improve agriculture sustainability.

 

12

CORPORATE GOVERNANCE (continued)

 

 

•

DuPont exceeded the 2020 goal of facilitating two million engagements of youth around the world to inform and inspire the next generation to address food security.

 

•

DuPont achieved the Carbon Disclosure Project CDP Climate “A-“Leadership Band.

DowDuPont continues to drive a new era of sustainable growth as it pursues the Intended Business Separations. Dow and DuPont will continue to work toward achievement of their respective sustainability goals that create value for all stakeholders, and through product innovation, business strategy and operations, the Company will meet those goals.

More information about Dow’s and DuPont’s legacy sustainability programs, goals, and reports can be found online at www.dow-dupont.com/about-dow-dupont/sustainability.

Political Engagement and Disclosure

Government policy is one of the most powerful external forces affecting DowDuPont today. New laws and changes to existing laws can fundamentally impact the Company’s operations and the markets where it does business – and in turn, the Company’s bottom line, thereby affecting DowDuPont and its subsidiaries, employees, retirees, suppliers, customers, communities and stockholders.

Because the impact of government policy is so critical to the Company’s survival and success, DowDuPont subsidiaries actively participate in both policymaking and political processes, through legally allowed advocacy efforts and by making political contributions to candidates, parties and causes. DowDuPont subsidiaries are committed to the highest standard of ethical conduct in their involvement in policymaking and political process. As part of DowDuPont’s commitment to transparency, materials on political policy and engagement are available at www.dow-dupont.com/investors/corporate-governance.

 

								13

  

 

 

AGENDA ITEM 1: ELECTION OF DIRECTORS

Board Composition

The Board consists of sixteen members – eight Directors from the legacy Dow Board and eight Directors from the legacy DuPont Board. There are two Co-Lead Independent Directors: Mr. Jeff M. Fettig, who previously served as the Lead Independent Director for Dow; and Mr. Alexander M. Cutler, who previously served as the Lead Independent Director for DuPont. Mr. Andrew N. Liveris serves as the Executive Chairman of the Board and Mr. Edward D. Breen, Chief Executive Officer, also serves on the Board.

Recommendations and Nominations for Director

In accordance with the recommendation of the Corporate Governance Committee, the Board has nominated the following individuals for election as Directors, to serve for a one-year term that expires at the Annual Meeting in 2019 or until their successors are elected and qualified: Lamberto Andreotti, James A. Bell, Edward D. Breen, Robert A. Brown, Alexander M. Cutler, Jeff M. Fettig, Marillyn A. Hewson, Lois D. Juliber, Andrew N. Liveris, Raymond J. Milchovich, Paul Polman, Dennis H. Reilley, James M. Ringler, Ruth G. Shaw, Lee M. Thomas and Patrick J. Ward. A biography is included for each nominee beginning on page 17 of the Proxy Statement. While nominated for re-election, the Company has announced that Mr. Liveris will serve as a Director of DowDuPont only through July 1, 2018, at which time he will retire from the Company and the Board of Directors. As set forth in the Bylaws, the Continuing Dow Directors will identify a replacement to fill the vacancy at that time.

The Board of Directors unanimously recommends a vote FOR the election of ALL of these nominees as Directors.

 

 

 

14

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

Overview of Board Composition

 

 

*	Reflects years served as a legacy Dow or legacy DuPont Director and as a DowDuPont Director

Qualifications

The Corporate Governance Committee and the Board believe that the qualifications, skills, experience and attributes set forth in this Proxy Statement for all Directors nominated for election support the conclusion that these individuals are qualified to serve as Directors of the Company and collectively possess a variety of skills, professional experience, and diversity of backgrounds allowing them to effectively oversee the Company’s business. The Directors have a diverse combination of the following backgrounds and qualifications:

Leadership Experience

Directors who have held leadership positions in a public company possess an understanding of the regulations and considerations that are unique to a public company.

International / Global Experience

Directors who have experience and knowledge of international business operations are particularly important given the global presence and financial aspects of the Company.

Science / Technology Expertise

Directors who have expertise in the science or technology field are particularly important given the Company’s focus on research and innovation.

Finance and Accounting Expertise

Numerous financial metrics are used to measure performance. An advanced understanding of finance and accounting is an important qualification for Directors in the preparation of financial statements and risk management.

Public Company Board Experience

Directors with previous public company board experience provide additional corporate governance, compensation experience and financial expertise.

Industries and Markets Expertise

Directors who have experience in the industry and markets served by the Company offer valuable perspective.

Each of these experiences provides the Board with a balance of perspectives that contribute to its effectiveness in overseeing the business, preparing for the Intended Business Separations, and advising the Company on navigating the regulatory environment for the Intended Business Separations. The Corporate Governance Committee and Board have determined that the Directors nominated for election are qualified to serve as Directors of the Company. As the business evolves and preparation for the Intended Business Separations continues, the Corporate Governance Committee and Board will continue to evaluate the membership of the Board to ensure that the skills and experiences on the Board are aligned with the needs of the Company.

 

								15

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

The Board unanimously recommends a vote FOR the election of ALL of these nominees as Directors.

The Company’s Bylaws prescribe the voting standard for election of Directors as a majority of the votes cast in an uncontested election, such as this one, where the number of nominees does not exceed the number of Directors to be elected. Under the Corporate Governance Guidelines, if a nominee who already serves as a Director is not elected, that nominee shall offer to tender his or her resignation to the Board. The Corporate Governance Committee will then recommend to the Board whether to accept or reject the resignation, or whether other action should be taken. Within ninety days of the certification of election results, the Board will publicly disclose its decision regarding whether to accept or reject the resignation. As explained on the accompanying proxy card or voting information, it is the intention of the persons named as proxies to vote executed proxies FOR the candidates nominated by the Board unless contrary voting instructions are provided. If something unanticipated should occur prior to the 2018 Meeting making it impossible for one or more of the candidates to serve as a Director, votes will be cast in the best judgment of the persons authorized as proxies.

The NYSE rules do not permit brokers with discretionary authority to vote in the election of Directors. Therefore, if you hold your shares beneficially and do not provide voting instructions to your bank or broker, your bank or broker will abstain from voting on your behalf and your shares will not be voted in the election of Directors. We urge you to promptly provide voting instructions to your broker to ensure that your shares are voted on this matter. Please follow the instructions set forth in the voting information provided by your bank or broker.

 

16

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

DIRECTOR NOMINEES

Information in the biographies summarizes key qualifications and diversity attributes as they apply to the individual Directors to support the conclusion that these individuals are highly qualified to serve on the Board. The information is current as of the date of this Proxy Statement and the age listed is as of the 2018 Meeting. Each nominee is currently serving as a Director and each has consented to serve if elected for the new term.

 

LAMBERTO ANDREOTTI
Age: 67   DowDuPont Committees:       •    Compensation •    Agriculture   Other Directorships: •    None		Former Chairman of the Board and Chief Executive Officer, Bristol-Myers Squibb   Mr. Andreotti is the former Chairman of the Board and Chief Executive Officer of Bristol-Myers Squibb, a global, innovative healthcare company. He served as Chairman at Bristol-Myers Squibb from May 2015 to May 2017 and Chief Executive Officer from May 2010 to May 2015. Mr. Andreotti previously served as its President and Chief Operating Officer responsible for all of Bristol-Myers Squibb’s pharmaceutical operations worldwide. He joined Bristol-Myers Squibb’s Board of Directors in 2009, and led a broad range of businesses and regions after joining the company in 1998. Mr. Andreotti served as a Director of DuPont from 2012 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •    strong track record of leading a science and technology-based corporation as Chairman and Chief Executive Officer of Bristol-Myers Squibb   •    global business, corporate governance and investor relations expertise   •    perspective on human resources, finance, marketing and government relations from his experience in various senior leadership roles with Bristol-Myers Squibb

 

JAMES A. BELL
Age: 69   DowDuPont Committees: •    Audit (Co-Chair) •    Materials Science   Other Directorships: •    Apple Inc. •    CDW Corporation •    J.P. Morgan Chase & Co.		Former Executive Vice President, Corporate President and Chief Financial Officer, The Boeing Company   Mr. Bell is the former Executive Vice President, Corporate President and Chief Financial Officer of The Boeing Company, an aerospace company and manufacturer of commercial jetliners and military aircraft. Mr. Bell joined Rockwell International, a predecessor of The Boeing Company, in 1972, and subsequently held various executive positions including Executive Vice President, Corporate President and Chief Financial Officer from 2008 to 2012. Mr. Bell served as a Director of Dow from 2005 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •    global business and leadership experience as Chief Financial Officer of The Boeing Company   •    finance and accounting expertise including experience with, and direct involvement and supervision of, the preparation of financial statements and risk management   •    additional public company board experience which provides additional corporate governance and financial expertise

 

								17

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

EDWARD D. BREEN
Age: 62   DowDuPont Committees: •    Environment, Health, Safety and Technology (Co-Chair) •    Agriculture (Chair) •    Materials Science •    Specialty Products (Chair)   Other Directorships: •    Comcast		Chief Executive Officer, DowDuPont Chairman and Chief Executive Officer, DuPont   Prior to his role at DowDuPont, Mr. Breen was the Chairman of the DuPont Board and Chief Executive Officer of DuPont. He was named Interim Chairman of the DuPont Board and Chief Executive Officer on October 16, 2015, and assumed those roles permanently on November 9, 2015. He served as Chairman, from July 2002 to March 2016, and Chief Executive Officer, from July 2002 to September 2012, of Tyco International, plc, a leading global provider of security products and services, fire detection and suppression products and services and life safety products. Prior to joining Tyco, Mr. Breen held senior management positions at Motorola, including as President and Chief Operating Officer, and General Instrument Corporation, including as Chairman, President and Chief Executive Officer. Mr. Breen is a director of Comcast Corporation (since 2014 and 2005 to 2011). Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. Mr. Breen served as a Director of DuPont from February 2015 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •    as Chairman and Chief Executive Officer of DuPont and former Chairman and Chief Executive Officer of Tyco, Mr. Breen is well suited to lead DowDuPont during this transformative time and to help enhance the Board’s ability to consider, evaluate and maintain oversight over business strategies and risk management efforts

 

ROBERT A. BROWN
Age: 66   DowDuPont Committees: •    Audit •    Agriculture   Other Directorships: •    None		President, Boston University   Dr. Brown has served as President of Boston University since September 2005. Dr. Brown previously was provost and professor of chemical engineering at the Massachusetts Institute of Technology from July 1998 through July 2005. Dr. Brown is a member of the National Academy of Sciences, the American Academy of Arts and Sciences, the National Academy of Engineering and a former member of the President’s Council of Advisors on Science and Technology. He is a trustee of the University Research Association, and is a member of the Council on Competitiveness. Dr. Brown is chairman of the Academic Research Council of the Ministry of Education of the Republic of Singapore and also serves on the Research Innovation and Enterprise Council chaired by the Prime Minister of Singapore. Dr. Brown served as a Director of DuPont from 2007 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •    provides the Board with an invaluable science and technology perspective gained from his positions at Boston University and the Massachusetts Institute of Technology   •    strong senior management capabilities

 

18

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

ALEXANDER M. CUTLER
Age: 66   DowDuPont Committees: •    Corporate Governance (Co-Chair) •    Agriculture   Other Directorships: •    KeyCorp		Former Chairman and Chief Executive Officer, Eaton   Mr. Cutler served as the Chairman and Chief Executive Officer of Eaton from 2000 to 2016. Mr. Cutler formerly served as Eaton’s President and Chief Operating Officer, Executive Vice President and Chief Operating Officer-Controls and Executive Vice President-Operations. He serves on the boards of KeyCorp (since 2000), United Way Services of Greater Cleveland, and the Musical Arts Association. Mr. Cutler served as a Director of DuPont from 2008 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •    wealth of global business management, finance, investor relations, marketing and supply chain and logistics experience as former Chairman and Chief Executive Officer of Eaton   •    provides the Board with important insights in the areas of corporate governance and government relations based on his past position as Chair of The Business Roundtable Corporate Governance Committee as well as current board positions

 

JEFF M. FETTIG
Age: 61   DowDuPont Committees: •    Corporate Governance (Co-Chair) •    Materials Science   Other Directorships: •    Whirlpool Corporation		Chairman, Whirlpool Corporation   Mr. Fettig joined Whirlpool Corporation, a manufacturer of home appliances, in 1981 and subsequently held various executive positions including Chairman since 2004 and Chief Executive Officer from 2004 to October 1, 2017. Mr. Fettig served as a Director of Dow from 2003 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •    global business and leadership experience as Chairman and former Chief Executive Officer of Whirlpool Corporation   •    extensive experience and knowledge of international business operations, manufacturing, marketing, sales and distribution, which is particularly important given the global presence and nature of the operations of the Company   •    extensive experience and knowledge of consumer dynamics, branded consumer products, and end-user markets and servicing relevant to the business operations and focus of the Company

 

								19

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

MARILLYN A. HEWSON
Age: 64   DowDuPont Committees: •    Corporate Governance •    Agriculture   Other Directorships: •    Lockheed Martin Corporation		Chairman, President and Chief Executive Officer, Lockheed Martin Corporation   Ms. Hewson has served since January 2014 as Chairman, President and Chief Executive Officer of Lockheed Martin Corporation, a global security and aerospace company principally engaged in the research, design, development, manufacture, integration and sustainment of advanced technology systems, products and services. Ms. Hewson was Chief Executive Officer and President of Lockheed Martin from January to December 2013 and has served as director since 2012. Ms. Hewson served as a Director of DuPont from 2007 until the effective date of the Merger Transaction when she became a Director of DowDuPont.
		Skills and Expertise •    provides the Board broad insight and knowledge on global business management, human resources, finance, supply chain, leveraged services and systems, internal audit and government contracting based on experience gained in leadership roles and as Chairman and Chief Executive of Lockheed Martin   •    expertise in government relations

 

LOIS D. JULIBER
Age: 69   DowDuPont Committees: •    Compensation (Co-Chair) •    Agriculture   Other Directorships: •    Mondelez International		Former Vice Chairman, Colgate-Palmolive Company   Ms. Juliber served as Vice Chairman, from October 2004 to March 2005, of Colgate-Palmolive Company, the principal business of which is the production and marketing of consumer products. Ms. Juliber was Chief Operating Officer of Colgate-Palmolive from 2000 to 2004. She formerly served as Executive Vice President-Developed Markets, President, Colgate-Palmolive North America and Chief Technology Officer of Colgate-Palmolive. Ms. Juliber is a director of Mondelez International, formerly Kraft Foods Inc. (since 2007). She was previously Chairman of the MasterCard Foundation (2006-2015) and also serves as a Trustee Emeritae of Wellesley College and a member of the President’s Council at Olin College. Ms. Juliber formerly served as a director of Goldman Sachs (2004-2012). Ms. Juliber served as a Director of DuPont from 1995 until the effective date of the Merger Transaction when she became a Director of DowDuPont.
		Skills and Expertise •    deep and broad experience leading and profitably growing global businesses as former Vice Chairman, Chief Operating Officer and Chief Technology Officer of Colgate Palmolive, one of the world’s top science-driven consumer products companies   •    expertise in marketing, R&D / product development, supply chain management, information technology, human resource development and business development strongly complements DuPont’s strategic priorities   •    extensive experience growing U.S.-based businesses in emerging markets such as China and India   •    over 20 years of corporate and not-for-profit board experience, provides unique insight in governance, audit and compensation issues

 

20

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

ANDREW N. LIVERIS
Age: 63   DowDuPont Committees: •   Environment, Health, Safety and Technology (Co-Chair) •   Agriculture •   Materials Science (Chair) •   Specialty Products   Other Directorships: •   International Business Machines Corporation		Executive Chairman, DowDuPont   Chairman and Chief Executive Officer, The Dow Chemical Company   Mr. Liveris joined The Dow Chemical Company in 1976 and subsequently held various executive positions including President 2004 to February 2016, and Chief Executive Officer and Director 2004 to date and Chairman 2006 to date. As of the effective date of the Merger Transaction, Mr. Liveris became a Director and Executive Chairman of DowDuPont.
		Skills and Expertise •  global business and leadership experience as Chairman and Chief Executive Officer of The Dow Chemical Company   •  involvement with major business, public policy, and international organizations that contribute to addressing issues at the Company, including the U.S. President’s Export Council, the Business Roundtable Association and the U.S. Business Council   •  additional public company board experience as a director of International Business Machines Corporation and academic institution governance experience as a trustee of the California Institute of Technology and The King Abdullah University of Science and Technology (KAUST), which provides additional corporate governance and compensation experience and financial expertise

 

RAYMOND J. MILCHOVICH
Age: 68   DowDuPont Committees: •   Compensation •   Materials Science   Other Directorships: •   None		Former Chairman and Chief Executive Officer, Foster Wheeler AG   Mr. Milchovich served as Chief Executive Officer from 2001 to 2010 and Non-Executive Chairman of the Board and Consultant from 2010 to November 2011 of Foster Wheeler AG, a company that engineered and constructed facilities for oil and gas, liquid natural gas, refining, chemical, pharmaceutical and power industries. He also served Nucor Corporation as Director from 2002 to 2007 and 2012 to May 2017 and Lead Director from September 2013 to February 2017. Mr. Milchovich served as a Director of Dow from 2015 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •  global business and leadership experience as former Lead Director of Nucor Corporation and former Chief Executive Officer of Foster Wheeler AG   •  finance and accounting expertise including experience with, and direct involvement in and supervision of, the preparation of financial statements and risk management   •  additional public company board experience as former director of Nucor Corporation and Foster Wheeler AG which provides additional corporate governance and compensation experience and financial expertise

 

								21

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

PAUL POLMAN
Age: 61   DowDuPont Committees: •   Corporate Governance •   Materials Science   Other Directorships: •   Unilever PLC •   Unilever N.V.		Chief Executive Officer, Unilever PLC and Unilever N.V.   Mr. Polman joined Unilever PLC and Unilever N.V., providers of nutrition, hygiene and personal care products, in October 2008 and became Chief Executive Officer in January 2009. Mr. Polman served as a Director of Dow from 2010 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise: •  global business and leadership experience as Chief Executive Officer of Unilever PLC and Unilever N.V.   •  extensive experience and knowledge of international business operations and global consumer product industries and end uses which is particularly important given the global presence and nature of the operations of the Company   •  active involvement with major trade, public policy and international organizations including the International Business Council of the World Economic Forum, UN Global Compact, and World Business Council for Sustainable Development, all which contributes to understanding and addressing issues at the Company

 

DENNIS H. REILLEY
Age: 65   DowDuPont Committees: •   Compensation (Co-Chair) •   Materials Science   Other Directorships: •   Marathon Oil Corporation •   CSX Corporation		Non-Executive Chairman, Marathon Oil Corporation   Mr. Reilley has served as Non-Executive Chairman of Marathon Oil Corporation, an oil and natural gas exploration and production company, since January 2014. Mr. Reilley served as a Director of Covidien Ltd. from 2007 to 2015, and H.J. Heinz Company from 2005 to 2013. Mr. Reilley served as a Director of Dow from 2007 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise: •  global business and leadership experience in multiple major corporations including Marathon Oil Corporation (Non-Executive Chairman), Covidien Ltd. (former Non-Executive Chairman), Praxair, Inc. (former Chairman, President and Chief Executive Officer), E.I. du Pont de Nemours & Co. (former Chief Operating Officer), and Conoco, Inc. (various managerial and executive positions)   •   extensive experience and knowledge of the global oil, petrochemical and chemical industries which is particularly important given the global presence and nature of the operations of the Company   •  additional public company board experience as a director of Marathon Oil Corporation and CSX Corporation, and former director of Covidien Ltd. and H.J. Heinz Company, which provides additional corporate governance and compensation experience and financial expertise

 

22

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

JAMES M. RINGLER
Age: 72   DowDuPont Committees: •   Audit •   Materials Science   Other Directorships: •   Teradata Corporation •   Autoliv Inc. •   John Bean Technologies Corporation •   TechnipFMC plc.		Chairman, Teradata Corporation   Mr. Ringler has served as Chairman of Teradata Corporation, a provider of database software, data warehousing and analytics, since October 2007. Mr. Ringler served as a Director of Ingredion Incorporated from 2001 to 2014. Mr. Ringler served as a Director of Dow from 2001 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise: •  global business and leadership experience as Chairman of Teradata Corporation   •  extensive knowledge and experience in a variety of manufacturing industries, which is particularly important given the global presence and nature of the operations of the Company   •  additional public company board experience as a director of Autoliv, Inc., John Bean Technologies Corporation, and TechnipFLC plc., and former director of Ingredion Incorporated, which provides additional corporate governance and compensation experience and financial expertise

 

RUTH G. SHAW
Age: 70   DowDuPont Committees: •   Environment, Health, Safety and Technology •   Materials Science   Other Directorships: •   DTE Energy Company •   SPX Corporation		Former Group Executive, Public Policy and President, Duke Nuclear   Dr. Shaw served as Executive Advisor for Duke Energy Corporation, a provider of electricity and natural gas, from October 2006 to May 2008. She served as Group Executive, Public Policy and President of Duke Nuclear from April 2006 to October 2006. Dr. Shaw served as a Director of Dow from 2005 until the effective date of the Merger Transaction when she became a Director of DowDuPont.
		Skills and Expertise: •  global business and leadership experience with Duke Energy Corporation (former Group Executive and Executive Advisor) and Duke Power Company (former President and Chief Executive Officer) and leadership experience at academic institutions including Central Piedmont Community College (former President) and El Centro College (former President)   •  extensive knowledge of and experience with energy and power industries and markets including nuclear, coal, and natural gas, which is particularly important given the global presence and nature of the operations of the Company   •  additional public company board experience including current service as a director of DTE Energy Company and SPX Corporation which provides additional corporate governance and compensation experience and financial expertise

 

								23

AGENDA ITEM 1: ELECTION OF DIRECTORS (continued)

 

 

LEE M. THOMAS
Age: 73   DowDuPont Committees: •   Environment, Health, Safety and Technology •   Agriculture   Other Directorships: •   None		Former Chairman and Chief Executive Officer, Rayonier Inc.   Mr. Thomas served Rayonier Inc., a global forest products company, as Chairman from July 2007 to May 2012, and Chief Executive Officer from May 2007 to December 2011. He was also President of Rayonier from March 2007 through August 2010. Previously, Mr. Thomas was President and Chief Operating Officer of Georgia-Pacific Corp. Prior to joining Georgia-Pacific, he was chairman/Chief Executive Officer of Law Companies Environmental Group Inc., and administrator of the U.S. Environmental Protection Agency. Mr. Thomas previously served on the board of the Regal Entertainment Group (2006-2018) and the board of Airgas Inc. (1998-2016). Mr. Thomas served as a Director of DuPont from 2011 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •  provides the Board with a deep understanding of corporate governance, finance, global business and investor relations based on his experiences as President/Chief Executive Officer of two public companies   •  offers the Board key insights on government relations and environmental management from his tenure as administrator of the Environmental Protection Agency   •  organizational management skills through his experiences as an independent consultant and as Chief Executive Officer of a consulting firm

 

PATRICK J. WARD
Age: 54   DowDuPont Committees: •   Audit (Co-Chair) •   Agriculture   Other Directorships: •   None		Chief Financial Officer, Cummins Inc.   Mr. Ward has served as Chief Financial Officer of Cummins Inc., a global power leader that designs, manufactures, distributes and services engines and related technologies, since May 2008. He has held a broad range of financial leadership positions since joining Cummins in 1987, including serving as Vice President, engine business controller, and Executive Director, power generation business controller. Mr. Ward previously served as a Director of DuPont from 2013 until the effective date of the Merger Transaction when he became a Director of DowDuPont.
		Skills and Expertise •  depth of experience in management, financial reporting, global business, capital markets, investment management, investor relations and public accounting and finance from his experiences as Chief Financial Officer and in management of a global public company

 

 

✓		AGENDA ITEM 1: ELECTION OF DIRECTORS The Board of Directors recommends that you vote FOR all sixteen Director nominees.

 

24

  

 

 

DIRECTOR COMPENSATION

DowDuPont compares its non-employee Director compensation programs, designs and compensation elements to the same peer group used for executive compensation, as described in the “Peer Group and Benchmarking” section of the Compensation Discussion and Analysis. DowDuPont targets the median compensation of the peer group for all Director compensation elements. The following tables provide information concerning the compensation provided to DowDuPont’s non-employee Directors in 2017.

For the period from January 1, 2017 through August 31, 2017, Dow provided non-employee director fees as described below. These fees were adjusted in April 2017 as part of regular review of peer group benchmarking. Since the Merger Transaction, fees were adjusted to provide equitable treatment of legacy Dow and legacy DuPont Directors also as described below. These factors and others noted account for differences among the compensation of the non-employee Directors in the tables below.

Non-Employee Directors’ Fees

2017 Directors’ fees as stated below are paid only to Directors who are not employees of the Company. An overview of the 2017 Compensation Elements for Dow, DuPont and DowDuPont respectively is below.

 

Compensation Element				Dow Pre-Merger ($)				DuPont Pre-Merger ($)				DowDuPont ($)
Cash Retainer					115,000				115,000				115,000
Equity Retainer					170,000				150,000				170,000
Total Retainer					285,000				265,000				285,000
		Audit			35,000				25,000				35,000
Annual Committee Chair Fees		Compensation			20,000				25,000				25,000
		All Other			20,000				20,000				20,000
Lead Independent Director Fees					50,000				30,000				50,000

 

								25