~~guidelines and skills-based approach, the Company announced the appointment of Ulf M. "Mark" Schneider, President and CEO of Fresenius SE & Co. KGaA to the Board, effective as of October 22, 2014.~~

On August 6, 2014, Mr. Cutler discussed Trian's Second White Paper with Mr. Garden, informing Mr. Garden that the Board, after fully reviewing the proposal, had carefully considered and unanimously rejected the analysis and conclusions in Trian's Second White Paper, including Trian's second plan to break-up the Company, and determined that its current course of action, which included cost cutting and the Performance Chemicals separation, was the appropriate course of action for the Company at such time. Mr. Garden then informed Mr. Cutler that Trian viewed itself and the Company as having only two options: DuPont would either appoint Mr. Garden to the Board or Trian would take the matter to DuPont's stockholders. Mr. Cutler replied that there was, in his view, a third option — continued constructive dialogue of the type in which the Company and Trian were already engaging — but, in response, Mr. Garden reiterated his position.

~~On August 12, 2014, Mr. Cutler called Mr. Garden to inform him that the Board of Directors had again determined not to nominate him for service on the Board of Directors.~~

~~On September 16, 2014, Trian sent a letter and a summary of its Second White Paper to the Board and publicly filed both documents.~~

On October 16, 2014, Mr. Cutler contacted Mr. Peltz by telephone, at the request of Mr. Peltz, to discuss, among other things, the performance of the Company and the progress regarding the separation of its Performance Chemicals segment. At the end of the call, Mr. Peltz stated that unless the Company agreed to appoint two Trian executives and one unidentified industry executive to be chosen by Trian to its Board, Trian would initiate a proxy fight with the goal of electing a majority of Trian-nominated directors to the Board.

On October 29, 2014, Ms. Kullman met with Mr. Peltz. The discussion at the meeting focused on, among other things, the performance of the Company. At the conclusion of the meeting, Mr. Peltz not only reiterated the ultimatum presented at the October 16th meeting, but also indicated that if Trian were to go public with its nominees, it would not thereafter agree to any settlement with the Company. Ms. Kullman expressed a willingness to continue discussions with Mr. Peltz and Trian as a stockholder, but reiterated that the Board had determined that the Company's current course of action was in the best interest of the Company's stockholders.

On November 5, 2014, the Board, after careful deliberation, including with regard to the Company's corporate governance guidelines, unanimously determined not to appoint Mr. Peltz or Mr. Garden to the Board and such determination was communicated to Trian by Ms. Kullman.

During the fall of 2014, the Company's management and the Board began the search for two new, highly-qualified directors to fill the vacancies to be created by the departures of Messrs. Richard H. Brown and Curtis J. Crawford, who were expected to leave the Board to join the board of directors of The Chemours Company ("Chemours") upon its separation from the Company. In connection with the process, the Board hired a third-party search firm to help assist them in identifying candidates that had the requisite skills and experience to meet the Board's and Governance Committee's criteria.

After the consideration and review of numerous candidates by the Governance Committee, including with regard to the Company's corporate governance guidelines, the Company's Board search process culminated with the identification of Messrs. Edward D. Breen and James L. Gallogly as the candidates who possessed, to the highest degree, the skills and experience sought by the Governance Committee and typified by the Company's existing Board members. For additional information on the criteria utilized by the Board, see "Proposal 1: Election of Directors — Director Skills and Qualifications."

On December 10, 2014, representatives from the Company's financial advisors met with representatives from Trian, including Messrs. Peltz and Garden. At the meeting, Messrs. Peltz and Garden reiterated that if Trian were to go public with its nominees, it would not thereafter agree to any settlement with the Company.

On January 8, 2015, Trian delivered a notice to the Company nominating four individuals (with Mr. Garden as an alternative nominee), including Mr. Peltz, to stand for election to the Board of Directors of the Company at the Annual Meeting, and stating that Trian would solicit proxies in support of such election. The notice also included a proposal to repeal any provisions or amendments to the Company's Bylaws adopted without stockholder approval after August 12, 2013 and prior to the Company's 2015 Annual Meeting.

On January 9, 2015, the Company publicly issued a statement confirming that it had received Trian's nomination notice and indicating that the Governance Committee would review Trian's proposed director nominees and make a recommendation regarding such nominees that it believed was in the best interest of all stockholders.

At the end of January 2015, in response to the notice received on January 8, 2015 and in connection with a process established by the Governance Committee for the consideration of new directors, members of the Governance Committee, including Mr. Cutler and Marillyn A. Hewson, interviewed each of the Trian nominees, including Mr. Peltz. Ms. Kullman participated in the interviews with respect to all Trian nominees other than Mr. Peltz, whom she had previously spoken with on numerous occasions.

On February 4, 2015, Ms. Kullman and Mr. Cutler met with Mr. Peltz to discuss the results of the Governance Committee's process with regard to the Trian nominees and the topic of Board composition. After explaining to Mr. Peltz that the Governance Committee, in considering how to fill the expected vacancies on the Board of Directors left by the planned departures of two members of the Board to join the Chemours Board, had determined that the Company's two previously identified candidates were superior candidates to each of Trian's candidates, Ms. Kullman and Mr. Cutler attempted to present Mr. Peltz with a proposal for resolving Trian's proxy contest.

The Company's proposed resolution centered around the possibility of appointing one of Trian's nominees, who had been selected by the Governance Committee as a viable candidate and was not Mr. Peltz, to the Board of Directors of the Company under circumstances in which Trian would withdraw its slate and support the Company's nominees at the Annual Meeting, thus avoiding a time consuming and costly proxy contest.

The Board had determined that adding Mr. Peltz to the Board would not serve the long-term interests of the Company's stockholders. This decision was based on insight gathered from direct interactions, including a formal interview, that members of the Board had with Mr. Peltz and feedback from Company representatives based on their direct interactions with Mr. Peltz and other Trian representatives. Based on these direct experiences, interview and reports, the Board became concerned that Mr. Peltz's decision-making would be guided by a predetermined agenda regarding Trian's break-up plan (particularly given that Trian's ultimatums were to break up the Company or appoint a Trian representative to the Board, suggesting that if the Company were to be broken up, then Trian would have no need for a Board seat), rather than the attitude of being open to all alternatives, with no preconceived notions, that all Board members must exhibit in order to be effective stewards of the Company and the stockholders whom they represent. Further, the Board has a skills-based approach for identifying director candidates that is largely focused on the business and Company's strategic direction and goals. After careful consideration, the Board concluded that Mr. Peltz's skills and experience would not be additive to the Board's current mix of skills and experience.

Mr. Peltz both refused to hear the details of the Company's proposal, specifically declining to be informed of either the names of the Company's two candidates or the potential viable Trian nominee candidate, and insisted that any settlement would require appointing Mr. Peltz personally to the Company's Board.

On February 5, 2015, in connection with the separation of Chemours, the Company announced that Messrs. Crawford and Brown would transition off of the Board immediately — to initially serve as consultants to Chemours, and then as directors upon completion of the separation — and that Messrs. Breen and Gallogly had been appointed as independent directors to its Board. Later that day, Trian released a statement that, among other things, applauded the appointment of Messrs. Breen and Gallogly, but continued to insist that Mr. Peltz personally be added to the Board.

~~On February 11, 2015, Trian publicly filed its preliminary proxy statement with regard to its nominees and proposal.~~

~~Subsequent to February 11, 2015, Trian and the Company each issued numerous press releases and sent various letters and presentations to the Company's stockholders.~~

Around noon on March 11, 2015, Mr. Peltz called Ms. Kullman and requested an immediate in-person meeting in New York to discuss Trian's proposed resolution to the proxy contest. Ms. Kullman and Mr. Cutler scheduled a call with Mr. Peltz for later that day. On that call, Mr. Peltz proposed that DuPont (i) appoint Mr. Peltz and one additional Trian nominee to the Board, (ii) appoint the two remaining Trian nominees to the Chemours

~~Board and (iii) change certain corporate governance provisions at Chemours. Ms. Kullman and Mr. Cutler responded by indicating that they would convey Mr. Peltz's proposal to the Board for review.~~

After thorough consideration, the Board determined that Mr. Peltz's proposal was not a meaningful step toward a constructive resolution that served the best interests of the Company and its stockholders and again determined, based on the persistence of the factors discussed in the Board's February 4th determination, that adding Mr. Peltz to the Board would not serve the long-term interests of the Company's stockholders. The Board then authorized Ms. Kullman and Mr. Cutler to deliver a settlement offer to Mr. Peltz that would expand the Board's size and appoint one of Trian's nominees, Mr. Myers, to the Board. On March 13, 2015, Ms. Kullman and Mr. Cutler sent a letter to Mr. Peltz explaining the Board's conclusions and making the aforementioned settlement offer.

~~On March 13, 2015, Trian filed an amended preliminary proxy statement with regard to its nominees and proposal.~~

~~As of the date hereof, the Company and Trian have had no other material contacts.~~

We are not responsible for the accuracy of any information provided by or relating to Trian contained in any proxy solicitation materials filed or disseminated by, or on behalf of, Trian or any other statements that Trian may otherwise make. Trian chooses which of our stockholders will receive Trian's proxy solicitation materials.

You are being asked to vote on the election of 1210 directors. All directors are elected annually. Detailed information about each ~~Director's~~Director’s background, skills and expertise can be found inProposal 1 — Election of ~~Directors.~~Directors.

In 2014, DuPont continued to deliver value to shareholders through volume, margin, and earnings growth in a majority of our segments, despite macroeconomic headwinds. We continued to successfully transform DuPont to focus on commercial opportunities in Agriculture and Nutrition, Bio-Based Industrials and Advanced Materials, where we expect our science, engineering and innovation capabilities can deliver the greatest value. We continued to reduce costs and improve efficiency and effectiveness, which translates into better operating margins. And importantly, we continued our commitment to return capital to shareholders.

~~Through volume, margin, and earnings growth across the majority of our operating segments, we grew 2014 operating earnings per share ("EPS")~~⁽¹⁾ by 3.0% from 2013 despite significant market and macroeconomic challenges, including an overall weaker economy in the agriculture sector and a stronger dollar. These results include our Performance Chemicals segment, which is in the process of being separated from the Company, where full year operating earnings⁽¹⁾ were down 8% primarily due to lower pricing and the negative impacts of portfolio and currency. We continued to achieve significant margin improvement, with segment adjusted operating margin expansion of 740 basis points between 2008 and 2014⁽¹⁾.

DuPont is in the midst of a multi-year transformation of our portfolio to focus on the highest potential commercial opportunities where we expect our science and engineering capabilities can deliver the greatest value. As part of this process, the spin-off of The Chemours Company, our Performance Chemicals segment, remains on track for completion in mid-2015. In connection with the separation of Chemours, we undertook a comprehensive review of our business and cost structure, with the assistance of a leading management consulting firm, to ensure that the post-spin DuPont would be as efficient as possible. We exceeded our cost savings targets for the initial phase of implementation and have accelerated our originally announced schedule. We expect annual run-rate savings of approximately $1 billion and $1.3 billion by the end of 2015 and 2017, respectively, and continue to look for additional savings. These figures assume annual run-rate savings from the separation of Chemours of approximately $375 million, and other annual run rate savings of approximately $625 million and $925 million by the end of 2015 and 2017, respectively, in each case the majority of which is salary-and-benefits-related savings attributable to headcount reduction at the Company, with the remainder derived largely from increased manufacturing, warehouse and logistics efficiency. The Company is not aware of any factors that would result in the anticipated level of cost savings being reduced or delayed in any material respect. In 2014, savings from these redesign initiatives contributed $0.07 per share to operating earnings.

Our goal for the next generation DuPont is to connect the laboratory and the marketplace more closely than ever before, resulting in faster delivery of creative, science-based solutions for customers around the world. We are enabling safer, more nutritious food; creating high performance, cost effective, energy efficient materials; and increasingly delivering renewably sourced, bio-based materials and fuels. DuPont launched nearly 1,600 new products and filed more than 1,650 US patents in 2014 alone, including innovations like Dermacor® seed treatment for soybeans, Kapton® polyimide films for handheld electronic devices, and Tyvek® 800J for chemical protective garments. Excluding Performance Chemicals, new products introduced in the past four years delivered 32% of sales in 2014.

In 2014, we also continued the tradition of returning capital to shareholders. We executed $2 billion in share repurchases against our $5 billion share repurchase program and delivered a 4% increase in our common stock dividend for a total of $3.7 billion returned to shareholders in 2014. Going back the past six years, we have returned approximately $14 billion to shareholders through dividend growth (12% growth since 2009) and share repurchases.

We also expect to return all or substantially all of the one-time dividend proceeds from Chemours, currently estimated at $4 billion (based on a target BB credit rating for Chemours and pending the final credit ratings and underlying business conditions for Chemours), to DuPont shareholders via share repurchases over the 12 to 18 months following the separation, with a portion expected to be returned in 2015.

We design our executive compensation programs to attract, motivate, reward and retain the high quality executives necessary to lead the Company and to accomplish our strategies. The following key principles guide the design and administration of those compensation programs:

~~Programs should reinforce business strategies and drive long-term sustained stockholder value.~~

~~Pay actions for our named executive officers in 2014 reflected our Company's performance.~~

The NEO average payout factor under our short-term incentive program ("STIP") was 54% of target in 2014, down from 87% in 2013, which is based on a combination of (i) the Company's performance (the Company's Operating EPS), (ii) the applicable business units' performance (based upon after-tax operating income, revenue, cash flow from operations and certain other relevant metrics), and (iii) individual performance. For further discussion, please see the section entitled "Compensation Discussion and Analysis — 2014 Compensation Decisions — Our Annual Compensation Program" beginning on page 52 of this proxy statement.

Performance-based restricted stock units ("PSUs") for the 2012 to 2014 performance period were paid out below target at 37%. The payout with respect to PSUs is based on a combination of the Company's percentile ranking for both revenue growth and TSR over the prior three year period, in each case, against its peer group. TSR (stock price appreciation plus dividends) for the 2012 PSU program was calculated based on a practice predominant among our peer group members for compensation purposes and in accordance with the terms of the plan. The underlying TSR was calculated using a 20-day closing average stock price immediately prior to the beginning of the three-year performance period and the average closing stock price over the last 20 days of that performance period. For further discussion, please see the section entitled "Compensation Discussion and Analysis — 2014 Compensation Decisions — Our Long-Term Incentive Program" beginning on page 56 of this proxy statement.

~~Proxy Summary~~ ~~Executive Compensation — Aligning Pay with Performance~~

~~Total Direct Compensation ("TDC") for our NEOs in 2014 is shown in the table below.~~

This table is not intended to be a substitute for the Summary Compensation Table ("SCT") or Grants of Plan-Based Awards Table ("GPBAT"). Base salary is shown as of December 31, 2014. STIP awards and Long-term Incentive ("LTI") awards for 2014 are reflected in the SCT and GPBAT. The value of LTI awards reflected in this table differs from the value of equity awards shown in the SCT and GPBAT because those tables reflect the probable outcome of the performance conditions for PSUs. The LTI amounts shown in this table value PSUs at the closing price of DuPont Common Stock on the date of grant, and reflect the value the Human Resources and Compensation Committee considered when making LTI awards for 2014.

Strong corporate governance is an integral part of ~~DuPont's~~DuPont’s core values, and is part of the foundation for our sustainable growth mission. DuPont is committed to having sound corporate governance principles and practices. Within this section, you will find information about our Board of Directors and our governance structure and processes. More information about our corporate governance principles, guidelines and practices and other related information can be found on our website atwww.dupont.com under the ~~"Investors"~~“Investors” caption.

The DuPont Board of Directors Corporate Governance Guidelines form an important framework for the ~~Board's~~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~~Board’s responsibilities, leadership structure, independence, qualifications, election, annual self-evaluation, and access to management and advisors.

We invite you to visit our website atwww.dupont.com, under the ~~"Investors"~~“Investors” caption to review the following governance documents:

• • •

Corporate Governance Guidelines, including Guidelines for Determining the Independence of DuPont Directors

• • •

Charters for the following committees:

Human Resources and Compensation Committee

Corporate Governance ~~Guidelines, including Guidelines for Determining the Independence of DuPont Directors~~

~~•••~~

~~Charters for the following committees:~~

Committee

• • •

•

~~Audit Committee~~

•

~~Human Resources~~The Code of Business Conduct and ~~Compensation Committee~~

•

~~Corporate Governance Committee~~

Ethics for the DuPont Board of Directors; the Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller; and the DuPont Code of Conduct

~~•••~~

~~The Code of Business Conduct and Ethics for the DuPont Board of Directors; the Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller; and the DuPont Code of Conduct~~

~~•••~~

~~Bylaws~~

~~•••~~

~~Political Contributions Policy and Report~~

• • •

Bylaws

• • •

Political Contributions Policy and Report

Copies of these documents may also be obtained free of charge by writing to the ~~Corporate~~ Secretary.

BOARD LEADERSHIP STRUCTURE

The Board has determined that having the same person hold the Chair and chief executive officer ~~("CEO"~~(“CEO”) positions is the best board leadership structure for DuPont at this time. The Board appreciates that any advantages gained by having a single ~~CEO/Chair~~Chair/CEO must be weighed against any associated independence concerns, and has implemented adequate safeguards to address such concerns. The Board has implemented a robust independent Lead Director structure that is consistent with the best industry practices, including the policies of Institutional Shareholder Services ~~("ISS"~~(“ISS”). This leadership structure provides DuPont with the benefit of a combined Chair/CEO balanced by a strong independent Lead Director. A.M. Cutler is our independent Lead Director.

~~Role of the Independent Lead Director~~

~~The independent Board members elect the independent Lead Director annually. The Lead Director serves for at least one year and has the following responsibilities:~~

~~•••~~

~~chairs all meetings of the Board at which the Chair is not present, including executive sessions of the independent directors;~~

~~•••~~

~~serves as liaison between the Chair and the independent directors;~~

~~•••~~

~~reviews and approves information sent to the Board;~~

~~•••~~

~~reviews and approves meeting agendas for the Board;~~

~~•••~~

~~reviews and approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;~~

~~•••~~

~~has the authority to call meetings of the independent directors; and~~

~~•••~~

~~if requested by major stockholders, ensures that he or she is available for consultation and direct communication.~~

Role of the Independent Lead Director

The independent Board members elect the independent Lead Director annually. The Lead Director serves for at least one year and has the following responsibilities:

• • • chairs all meetings of the Board at which the Chair is not present, including executive sessions of the

independent directors;

• • • serves as liaison between the Chair and the independent directors;

• • • reviews and approves information sent to the Board;

• • • reviews and approves meeting agendas for the Board;

• • • reviews and approves meeting schedules to assure that there is sufficient time for discussion of all agenda items;

• • • has the authority to call meetings of the independent directors; and

• • • if requested by major stockholders, ensures that he or she is available for consultation and direct communication.

LOGO

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders 17

~~Table of Contents~~

Governance of the Company " Board Leadership Structure

~~Regularly scheduled Board meetings include a session of all directors and the CEO.~~

Each director is an equal participant in each decision made by the full Board. In addition, the Board meets in regularly scheduled executive sessions without the participation of the CEO or other senior executives. We believe executive sessions promote frank and open discussions among ~~nonmanagement~~non-management directors.

All directors have access to ~~DuPont's~~DuPont’s management. As necessary and appropriate, the Board and its committees may also retain outside legal, financial or other advisors.

Director Independence

~~Twelve~~Ten of the ~~Board's thirteen~~Board’s eleven current directors are independent directors in accordance with the standards of independence of the NYSE and as described in the Corporate Governance Guidelines. The Governance Committee as well as the Board annually reviews relationships that directors may have with the Company to make a determination of whether there are any material relationships that would preclude a director from being independent.

All members of the Audit, Human Resources and Compensation, and Corporate Governance Committees are independent directors under the ~~Board's~~Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. The Board and each committee undertake an annual self-evaluation of performance with a particular focus on overall effectiveness. The Governance Committee is responsible for overseeing the self-evaluation process. Through an annual process overseen and coordinated by the Human Resources and Compensation Committee, independent directors evaluate the ~~CEO's~~CEO’s performance and set the ~~CEO's~~CEO’s compensation.

~~BOARD'S~~BOARD’S ROLE IN THE OVERSIGHT OF RISK MANAGEMENT

The Board has an active role, directly and through the ~~Board's~~Board’s committee structure, in the oversight of our risk management efforts. The Board has identified the key risks to be monitored by them on a recurring basis, and regularly reviews and discusses with members of management information regarding the ~~Company's~~Company’s business disruption, economic, environmental, legal, process safety, regulatory, reputational, strategic, technological and other risks, their potential impact, and our risk mitigation efforts.

Each Board committee plays a key role in overseeing the management of risks that are within the ~~committee's~~committee’s area of focus.



*Board Committee*				*Risk Management Oversight*

~~The~~ Human Resources and Compensation Committee				responsible for overseeing the management of risks relating to the ~~Company's~~Company’s executive compensation practices

Audit Committee				oversees management and effectiveness of accounting, auditing, external reporting, compliance and internal control risks

Corporate Governance Committee				addresses risks associated with director independence, ~~and~~ potential conflicts of interest
				and other ethics and compliance risks
Environmental Policy and Safety Committee				focuses on risks associated with emerging regulatory developments related to ~~the~~safety, health and environment

Science and Technology Committee				considers key research and development initiatives and the risks related to those programs

Although each committee is responsible for overseeing the management of certain risks, the full Board is regularly informed by its committees about these risks. This enables the Board and its committees to coordinate risk oversight and the relationships among the various risks.

18 ~~Proxy Statement for 2015 Annual Meeting of Stockholders~~

~~Table of Contents~~

~~Governance of the Company~~ ~~Committees of the Board~~

~~COMMITTEES OF THE BOARD~~



~~Audit Committee~~
10		Proxy Statement for 2017 Annual Meeting of Stockholders

Governance of the Company " Committees of the Board

COMMITTEES OF THE BOARD


Audit Committee	Responsibilities include: • ~~Employs the Company's~~• Employsthe Company’s independent registered public accounting firm, subject to stockholder ratification, to audit the ~~Company's~~Company’s Consolidated Financial Statements. • ~~Pre-approves all~~• Pre-approvesall services performed by the ~~Company's~~Company’s independent registered public accounting firm. • ~~Provides oversight~~• Providesoversight on the external reporting process and the adequacy of the ~~Company's~~Company’s internal controls. • ~~Reviews effectiveness~~• Reviewseffectiveness of the ~~Company's~~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 business conduct and ethics policies.~~ •Company’s external reporting process or adequacy of internal controls. ~~Reviews the~~• Reviewsthe scope of the audit activities of the independent registered public accounting firm and the ~~Company's~~Company’s internal auditors and appraises audit efforts of both. • ~~Reviews services~~• Reviewsservices provided by the ~~Company's~~Company’s independent registered public accounting firm and other disclosed relationships as they bear on the independence of the ~~Company's~~Company’s independent registered public accounting firm. • ~~Establishes procedures~~• Establishesprocedures for the receipt, retention and resolution of complaints regarding accounting, internal controls or auditing matters. All members of the Audit Committee are independent directors under the ~~Board's~~Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. The Board has determined that all members of the Audit Committee ~~(L. Andreotti, R. A. Brown, E. I. du Pont, J. L. Gallogly, U. M. Schneider, P. J. Ward and, prior to his resignation from the Board on February 5, 2015, R.H. Brown)~~ are audit committee financial experts within the meaning of applicable Securities and Exchange Commission rules. 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 Proposal 2 — Ratification of Independent Registered Public Accounting Firm in this Proxy Statement.

Human Resources and Compensation Committee		Responsibilities include: • ~~Assesses current~~• Assessescurrent and future senior leadership talent, including assisting the Board in CEO succession planning. • ~~Reviews and~~• Reviewsand approves ~~DuPont's~~DuPont’s programs for executive development, performance and skill evaluations. • ~~Oversees the~~• Overseesthe performance evaluation of the CEO based on input from other independent directors. • •Recommends,for approval by the independent directors, CEO compensation. • ~~Recommends and~~• Recommendsand approves the principles guiding ~~DuPont's~~DuPont’s executive compensation and benefits plans. • ~~Reviews DuPont's~~• ReviewsDuPont’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~~• Workswith management to develop the ~~CD&A.~~ •Compensation Discussion and Analysis. ~~Considers the~~• Considersthe voting results of any say-on-pay or related stockholder proposals. All members of the Human Resources and Compensation Committee are independent directors under the ~~Board's~~Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 19

~~Table of Contents~~

~~Governance of the Company~~ ~~Committees of the Board~~



	~~Corporate Governance Committee~~
	Proxy Statement for 2017 Annual Meeting of Stockholders		11

Governance of the Company " Committees of the Board



Corporate Governance Committee	Responsibilities include: • •Determines the qualifications, qualities, skills and other expertise required to be a director. • •Establishes the process for identifying and evaluating director nominees. • •Recommends to the Board nominees for election to the Board of Directors. • •Reviews and recommends to the Board committee structure, membership and leadership, including the independent Lead Director. • •Regularly reviews principles, policies and procedures affecting directors and the ~~Board's~~Board’s operation and effectiveness. • •Provides oversight regarding ~~DuPont's~~DuPont’s policies on political contributions and lobbying expenses. • •Oversees evaluation of the Board and its effectiveness. • Oversees the Company’s ethics and compliance functions, including review of its business conduct and ethics policies. All members of the Corporate Governance Committee are independent directors under the ~~Board's~~Board’s Corporate Governance Guidelines and applicable regulatory and listing standards.

Environmental Policy & Safety Committee		Responsibilities include: • •Reviews ~~DuPont's~~DuPont’s safety, health and environmental policies and practices. • •Provides support for ~~our~~DuPont’s sustainable growth mission.

Science and Technology Committee		Responsibilities include: • •Monitors state of science and technology capabilities within ~~the Company.~~ •DuPont. •Oversees the development of key technologies essential to ~~DuPont's~~ DuPont’slong-term success.

Committee Membership

The following chart shows the current committee membership and the number of meetings that each committee held in ~~2014.~~2016.

Director

Audit Committee

Human Resources and Compensation Committee

Corporate Governance Committee

Environmental Policy Committee

Science and Technology Committee

Lamberto Andreotti
X X

Edward D. Breen⁽¹⁾
X X

Richard H. Brown⁽²⁾
X X

Robert A. Brown
X C

Bertrand P. Collomb⁽⁴⁾
X C

Curtis J. Crawford⁽²⁾
X X

Alexander M. Cutler
X C

Eleuthère I. du Pont
C X

James L. Gallogly⁽¹⁾
X X

Marillyn A. Hewson
X X

Lois D. Juliber
C X

Ellen J. Kullman

Ulf M. Schneider⁽³⁾
X X

Lee M. Thomas
X X

Patrick J. Ward
X X

Number of Meetings in 2014
10 7 6 3 3


*Director*	*Audit* *Committee*	*Human* *Resources* *and* *Compensation* *Committee*	*Corporate* *Governance* *Committee*	*Environmental* *Policy &* *Safety* *Committee*	*Science* *and* *Technology* *Committee*
Lamberto Andreotti	X			X	X
Edward D. Breen
Robert A. Brown	X			X	C
Alexander M. Cutler		X	C
Eleuthère I. du Pont		X	X
James L. Gallogly	X		X
Marillyn A. Hewson		X	X
Lois D. Juliber		C		X	X
Ulf M. Schneider*	X		X
Lee M. Thomas		X		C	X
Patrick J. Ward	C			X	X
Number of Meetings in 2016	9	6	6	3	3

C = Chair

~~(1)~~: ~~Messrs. Breen and Gallogly joined the Board on February 5, 2015.~~
~~(2)~~: ~~Messrs. R.H. Brown and Crawford resigned from the Board on February 5, 2015.~~
~~(3)~~: ~~Mr. Schneider became a director in October 2014.~~
~~(4)~~: ~~Mr. Collomb is retiring effective immediately prior to the Annual Meeting under the Company's age 72 mandatory retirement policy.~~

20 ~~Proxy Statement for 2015 Annual Meeting of Stockholders~~

Mr. Schneider is not standing for re-election at the Annual Meeting.

~~Table of Contents~~

~~Governance of the Company~~ ~~Committees of the Board~~

Directors fulfill their responsibilities not only by attending Board and committee meetings but also through communication with the Chair and CEO and other members of management relative to matters of mutual interest and concern to the Company.

In ~~2014, fifteen (15)~~2016, twelve (12) meetings of the Board were held. Each director attended at least ~~79%~~89% of the aggregate number of meetings of the Board and the committees of the Board on which the director served during his or her tenure as a director.

As provided in the ~~Board's~~Board’s Corporate Governance Guidelines, directors are expected to attend the ~~Company's~~Company’s Annual Meeting of Stockholders. ~~Ten~~Nine directors attended the ~~2014~~2016 Annual Meeting.

LOGO

Proxy Statement for 2017 Annual Meeting of Stockholders

Governance of the Company
" Other Practices and Policies

OTHER PRACTICES AND POLICIES

Review and Approval of Transactions with Related Persons

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

~~•••~~

~~the commercial reasonableness of the transaction;~~

~~•••~~

~~the materiality of the Related Person's direct or indirect interest in the transaction;~~

~~•••~~

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

~~•••~~

~~whether the transaction was in the ordinary course of business; and~~

~~•••~~

~~the impact of the transaction on the Related Person's independence under the Corporate Governance Guidelines and applicable regulatory and listing standards.~~

• • •

the commercial reasonableness of the transaction;

• • •

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

• • •

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

• • •

whether the transaction was in the ordinary course of business; and

• • •

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 DuPont 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 Governance Committee for ratification. If the 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~~Company’s participation in the transaction.

Under ~~DuPont's~~DuPont’s policies and procedures, a ~~"Related~~“Related Person ~~Transaction"~~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:

~~•••~~

~~DuPont was, is or will be a participant;~~

~~•••~~

~~the aggregate amount involved exceeds $120,000 in any fiscal year; and~~

~~•••~~

~~any Related Person had, has or will have a direct or indirect material interest.~~

• • •

DuPont was, is or will be a participant;

• • •

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

• • •

any Related Person had, has or will have a direct or indirect material interest.

A ~~"Related Person"~~“Related Person” is generally any person who is, or at any time since the beginning of ~~DuPont's~~DuPont’s last fiscal year was:

~~•••~~

• • •

a director or an executive officer of DuPont or a nominee to become a director of DuPont;

• • •

any person who is known to be the beneficial owner of more than five percent of any class of DuPont’s outstanding Common Stock; or

• • •

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

~~a director or an executive officer of DuPont or a nominee to become a director of DuPont;~~

~~•••~~

~~any person who is known to be the beneficial owner of more than five percent of any class of DuPont's outstanding Common Stock; or~~

~~•••~~

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

Certain Relationships and Related Transactions

As discussed above, the Governance Committee is charged with reviewing issues involving independence and all Related Person Transactions. DuPont 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 DuPont, or their immediate family members, are employees. The 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 two percent 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.

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 21

~~Table of Contents~~

~~Governance of~~ In 2016, the Company paid $172,000 to The Vanguard Group for administrative services related to certain benefit plans. SeeOwnership of Company Stock ~~Other Practices and Policies~~ for information about The Vanguard Group’s interest in DuPont.

Restrictions on Certain Types of Transactions

The Company has a policy that prohibits directors and officers from engaging in the following types of transactions with respect to ~~DuPont's~~DuPont’s stock: short-term trading; short sales; hedging transactions; margin accounts and pledging securities. This policy also strongly recommends that all other employees refrain from entering into these types of transactions.

LOGO

Proxy Statement for 2017 Annual Meeting of Stockholders

Governance of the Company " Other Practices and Policies

Code of Business Conduct and Ethics

The Board has adopted a Code of Business Conduct and Ethics for Directors. In addition, the Company has a Code of Conduct applicable to all DuPont employees, including executive officers, and a Code of Ethics for the Chief Executive Officer, Chief Financial Officer and Controller.

~~Board's~~Board’s Consideration of Diversity

The Board does not have a formal policy with respect to diversity. However, the Board and the Governance Committee each believe that it is essential that the Board members represent diverse viewpoints, with a broad array of experiences, professions, skills, geographic representation and backgrounds, as well as diversity of race, gender, national origin and age, that, when considered as a group, provide a sufficient mix of perspectives to allow the Board to best fulfill its responsibilities to the long-term interests of our stockholders. For additional information regarding diversity, see ourCorporate Governance Guidelines, under ~~"Qualifications"~~“Qualifications” and the Director Nomination Process at Appendix A.

~~Communications with the Board and Directors~~

Stockholders and other parties interested in communicating directly with the Board, Chair, Lead Director or other outside director may do so by writing in care of the Corporate Secretary, DuPont Company, 1007 Market Street, D-9058, Wilmington, DE 19898. The Board's independent directors have approved procedures for handling correspondence received by the Company and addressed to the Board, Chair, Lead Director or other outside director. Concerns relating to accounting, internal controls, auditing or ethical matters are immediately brought to the attention of DuPont's internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters, which include an anonymous toll-free hotline (1-800-476-3016) and a website through which to report issues (~~https://reportanissue.com/dupont/welcome~~).

~~OFFICE OF THE CHIEF EXECUTIVE~~

The Office of the Chief Executive (OCE) has responsibility for the overall direction and operations of all of DuPont's businesses and broad corporate responsibility in such areas as corporate financial performance, environmental leadership and safety, development of global talent, research and development and global effectiveness. All members are executive officers.

Communications with the Board and Directors

Stockholders and other parties interested in communicating directly with the Board, Chair, Lead Director or other outside director may do so by writing in care of the Secretary, DuPont Company, 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, Chair, Lead Director or other outside director. Concerns relating to accounting, internal controls, auditing or ethical matters are immediately brought to the attention of DuPont’s internal audit function and handled in accordance with procedures established by the Audit Committee with respect to such matters, which include an anonymous toll-free hotline (1-800-476-3016) and a website through which to report issues (https://reportanissue.com/dupont/welcome).

LOGO

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~
Governance of the Company " Sustainability and Corporate Citizenship

SUSTAINABILITY AND CORPORATE CITIZENSHIP
We are driving a new era of sustainable growth as we continue to transform DuPont. ~~We're building a higher value, sustainable growth company focused on providing solutions to large global issues.~~ Our sustainability efforts create ~~stockholder~~value for our stockholders, customers and ~~societal value~~society while reducing our environmental footprint along the value chains in which we operate.
~~We announced in 2013 that~~Since 1990, DuPont has been at the forefront of the sustainability movement. In 2015, we ~~had achieved~~continued our ~~2015 market-facing and footprint goals ahead of schedule. We continue to track our progress in key areas as we are working on~~leadership journey by announcing a ~~new~~ set of ~~goals appropriate for DuPont after the spin-off of Chemours.~~2020 Sustainability Goals that integrate sustainability in our innovation process, further improve our operational footprint and continue our efforts to enhance global food security. Our ~~2014~~2016 Sustainability ~~Progress~~ Report noted the following achievements by the end of ~~2013:~~2015:
~~•••~~
• • •   Reduced absolute greenhouse gas emissions by nearly 7.5 percent between 2010 and 2015 and cut our total water consumption by approximately 7.6 percent in the same period.
• • •   Reduced non-renewable energy intensity by 3.3 percent since 2010.
• • •   Invested approximately $4.9 billion and introduced nearly 3,000 new products between 2010 and 2015 as part of our 2020 goal to develop innovations that produce more food, enhance nutritional value and improve agriculture sustainability.
• • •   Exceeded our 2020 goal of facilitating 2 million engagements of youth around the world to inform and inspire the next generation to address food security.
~~Reduced our greenhouse gas emissions by 19 percent and lowered our global water usage by 8 percent since 2004.~~
~~•••~~
~~Produced an additional $2.5 billion in revenue from products that reduce greenhouse gas emissions and $12.8 billion in revenue from products based on non-depletable resources.~~
~~•••~~
~~Reduced non-renewable energy intensity by 4.4% since 2010.~~
~~•••~~
~~Invested $2.5 billion in research and development in global food security and introduced 1,700 new products since 2012.~~
We will continue to challenge ourselves with sustainability goals that create value for all of our stakeholders, and through our product innovation, business strategy, and operations we will meet them. Please visit ~~our website~~http://www.dupont.com/corporate-functions/~~our-approach/sustainability.html~~sustainability/performance-reporting/sustainability-reports.html to view our latest ~~Sustainability Progress Report.~~ sustainability reports.
For more about our Corporate Citizenship and Outreach programs visithttp://www.dupont.com/corporate-functions/~~our-company/~~sustainability/outreach.html.
Awards and Recognition
DuPont is proud to have been recognized on the following indices, lists and awards in ~~2014:~~2016:
~~•••~~
~~North America Dow Jones Sustainability Index (DJSI)~~
~~•••~~
~~27 Companies that Changed the World: Fortune Magazine~~
~~•••~~
~~FORTUNE Magazine World's Most Admired Companies~~
~~•••~~
~~Working Mother Magazine 100 Best Companies~~
~~•••~~
~~Top 50 companies for Executive Women~~
~~•••~~
~~HRC Corporate Equality Index~~
• • •   CDP Climate Disclosure “A-“Leadership Band
• • •   Working Mother Magazine 100 Best Companies
• • •   National Association for Female Executives Top 50 Companies for Executive Women
• • •   Human Rights Campaign Corporate Equality Index (100% score)
• • •   Disability Equality Index (100% score)
• • •   DiversityInc’s “25 Noteworthy Companies for Diversity”

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders 23
15
~~Table of Contents~~
~~DIRECTORS'~~DIRECTORS’ COMPENSATION
Nonemployee directors receive compensation for Board service, which is designed to fairly compensate them for their Board responsibilities and align their interests with the long-term interests of stockholders.
The Human Resources and Compensation Committee, which consists solely of independent directors, has the primary responsibility to review and consider any revisions to ~~directors'~~directors’ compensation. The process for setting director pay is guided by the following principles:
DIRECTOR COMPENSATION PRINCIPLES
•
Transparency
• • • The Human Resources and Compensation Committee reviews director compensation annually, and makes recommendations to the full Board, which approves changes to director pay.
• • • Details of director compensation are disclosed in the proxy statement annually.
~~•••~~
~~The Human Resources and Compensation Committee reviews director compensation annually, and makes recommendations to the full Board, which approves changes to director pay.~~
~~•••~~
~~Details of director compensation are disclosed in the proxy statement annually.~~
•
Fair and competitive compensation that aligns director behavior with the best interests of stockholders
~~•••~~
A significant portion of the annual retainer is paid in restricted stock units ("RSUs"), which, with respect to grants made in 2012 and beyond, must be held until retirement. For grants prior to 2012, the restrictions lapse over a three-year period.
~~•••~~
~~Stock Ownership Guidelines exist to encourage ownership. See Stock Ownership Guidelines for additional information.~~
~~•••~~
~~DuPont's goal is to assure competitive levels of director pay, reflective of the significant time commitment expected, through a director compensation program built upon an annual retainer.~~
~~•••~~
~~Directors must act in the best interests of the Company and its stockholders. DuPont's Stock Ownership Guidelines and use of RSUs support and reinforce this commitment.~~
~~•••~~
~~Director compensation is monitored closely against market trends and external practices, as well as against changes at the peer group companies. "Market" and "peer group" are defined on page 46.~~
• • • A significant portion of the annual retainer is paid in restricted stock units (“RSUs”), which must be held until retirement.
• • • Stock Ownership Guidelines exist to encourage ownership. SeeStock Ownership Guidelines for additional information.
• • • DuPont’s goal is to assure competitive levels of director pay, reflective of the significant time commitment expected, through a director compensation program built upon an annual retainer.
• • • Directors must act in the best interests of the Company and its stockholders. DuPont’s Stock Ownership Guidelines and use of RSUs support and reinforce this commitment.
• • • Director compensation is monitored closely against market trends and external practices, as well as against changes at the peer group companies. “Market” and “peer group” are defined on page 37.
With the assistance of its independent compensation consultant, Frederic W. Cook & Co., Inc., the Human Resources and Compensation Committee closely monitors trends in director compensation in the marketplace. The chart below describes the compensation program for nonemployee directors for ~~2014:~~2015 and 2016:

~~Compensation Element~~ ~~2014~~

~~Annual Retainer (Total)~~ ~~$230,000~~

~~Cash Retainer~~ ~~$100,000~~

~~Equity Retainer~~ ~~$130,000~~
~~Delivered in the form of time-vested RSUs~~
~~1,940 RSUs granted on April 23, 2014; provide for dividend-equivalent units; restrictions lapse at separation from service; payable in stock~~

~~Annual Committee Chair Fee~~ ~~Audit Committee Chair — $25,000~~
~~Human Resources and Compensation Committee Chair — $25,000~~
~~All Other Committee Chairs — $20,000~~

~~Lead Director Fee~~ ~~$30,000~~

~~Stock Ownership Guideline~~ ~~Time-vested RSUs required to be held until retirement~~

Compensation Element 2015 2016
Annual Retainer (Total)

$265,000

$265,000

Cash Retainer

$115,000

$115,000

Equity Retainer

$150,000

$150,000

Delivered in the form of time-vested RSUs 2,170 granted in 2015; provide for dividend-equivalent units; restrictions lapse at separation from service; payable in stock

Delivered in the form of time-vested RSUs 2,230 granted on April 27, 2016; provide for dividend-equivalent units; restrictions lapse at separation from service; payable in stock

Annual Committee Chair Fee

Audit Committee Chair — $25,000

Human Resources and Compensation Committee Chair — $25,000

All Other Committee Chairs —
$20,000

Audit Committee Chair — $25,000

Human Resources and Compensation Committee Chair — $25,000

All Other Committee Chairs —
$20,000

Lead Director Fee

$30,000

$30,000

Stock Ownership Guideline

Time-vested RSUs required to be held until retirement

Time-vested RSUs required to be held until retirement

DuPont does not pay meeting fees, but does pay for or reimburse directors for reasonable travel expenses related to attending Board, committee, educational and Company business meetings. The following table ~~below~~ reflects details regarding total director compensation for ~~2014.~~2016. E. ~~J. Kullman,~~D. Breen, Chair and CEO, ~~receives~~received no additional compensation for ~~her~~his service as a director.
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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

Directors’ Compensation " 2016 Directors’ Compensation
2016 DIRECTORS’ COMPENSATION
Name
Fees
Earned or
Paid in Cash⁽¹⁾

Stock
Awards⁽²⁾

Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings⁽³⁾

All Other
Compensation⁽⁴⁾
   Total
L. Andreotti
   $ 115,000    $ 150,458    —    $ 300    $ 265,758
R. A. Brown
   135,000    150,458    —    39,192    324,650
A. M. Cutler
   165,000    150,458    —    39,175    354,633
E. I. du Pont
   115,000    150,458    —    33,499    298,957
J. L. Gallogly
   115,000    150,458    —    300    265,758
M. A. Hewson
   115,000    150,458    —    38,407    303,865
L. D. Juliber
   140,000    150,458    $ 1,584    39,070    331,112
U. M. Schneider
   115,000    150,458    —    300    265,758
L. M. Thomas
   135,000    150,458    —    300    285,758
P. J. Ward
   140,000    150,458    —    300    290,758
(1) The term of office for directors who are elected at our Annual Meeting of Stockholders begins immediately following the election and ends upon the election of directors at the Annual Meeting held the following year. In addition to the annual cash retainer, the amount in this column includes lead director (A. M. Cutler) and committee chair fees (R. A. Brown, A. M. Cutler, L. D. Juliber, L. M. Thomas and P. J. Ward).
~~Table of Contents~~
~~Directors' Compensation~~  ~~2014 Directors' Compensation~~

~~2014 DIRECTORS' COMPENSATION~~

Name

Fees Earned or
Paid in Cash⁽¹⁾

Stock
Awards⁽²⁾

Change in
Pension
Value and
Nonqualified
Deferred
Compensation
Earnings⁽³⁾

All Other
Compensation⁽⁴⁾

Total

L. Andreotti
$100,000 $130,640 $300 $230,940

R. H. Brown⁽⁵⁾
100,000 130,640 26,164 256,804

R. A. Brown
120,000 130,640 30,883 281,523

B. P. Collomb⁽⁶⁾
120,000 130,640 22,201 272,841

C. J. Crawford⁽⁵⁾
100,000 130,640 $7,495 26,987 265,122

A. M. Cutler
150,001 130,640 29,861 310,502

E. I. du Pont
125,000 130,640 33,527 289,167

M. A. Hewson
100,000 130,640 20,771 251,411

L. D. Juliber
125,000 130,640 11,278 21,080 287,998

U. M. Schneider
25,000 65,161 75 90,236

L. M. Thomas
100,000 130,640 300 230,940

P. J. Ward
100,000 130,640 300 230,940

~~(1)~~
The term of office for directors who are elected at our Annual Meeting of Stockholders begins immediately following the election and ends upon the election of directors at the Annual Meeting held the following year. In addition to the annual cash retainer, the amount in this column includes lead director (A. M. Cutler) and committee chair fees (a full year for R. A. Brown, B. P. Collomb, A. M. Cutler, E. I. du Pont, and L. D. Juliber). U. M. Schneider joined our Board in October 2014 and his amount represents three months of the annual retainer.

~~(2)~~
Represents the grant date fair value of the annual equity retainer, which was delivered in the form of 1,940 time-vested RSUs. For U. M. Schneider, the amount represents the grant date fair value of 950 RSUs issued in connection with his election to the Board in October 2014. The grant date fair values were computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation ("FASB ASC Topic 718").
(2) Represents the fair value of the annual equity retainer, which was delivered in the form of 2,230 time-vested RSUs on April 27, 2016. The grant date fair values were computed in accordance with the Financial Accounting Standards Board Accounting Standards Codification Topic 718 Compensation — Stock Compensation (“FASB ASC Topic 718”).
Outstanding equity awards for individual directors are noted below:

Name

Outstanding Stock Awards
at December 31, ~~2014~~2016^(a)

L. Andreotti
   12,208 ~~6,967~~

R. H.A. Brown
   12,621 ~~7,347~~

R. A. ~~Brown~~M. Cutler
   12,621 ~~7,347~~

~~B. P. Collomb~~E. I. du Pont
   12,621 ~~7,347~~

C. J. ~~Crawford~~L. Gallogly
   4,615 ~~7,347~~

M. A. ~~M. Cutler~~Hewson
   12,621 ~~7,347~~

~~E. I. du Pont~~L. D. Juliber
   12,621 ~~7,347~~

U. M. ~~A. Hewson~~Schneider
   5,658 ~~7,347~~

L. ~~D. Juliber~~M. Thomas
   12,621 ~~7,347~~

~~U. M. Schneider~~P. J. Ward
   7,970 ~~956~~

~~L. M. Thomas~~(a)    Includes dividend-equivalent units. Does not include deferred units. Units are as of December 31, 2016.
~~7,347~~

~~P. J. Ward~~
~~3,078~~

~~(a)~~
~~Includes dividend-equivalent units. Does not include deferred units.~~
~~(3)~~
This column reports (i) the estimated change in the actuarial present value of a director's accumulated pension benefits under the Company's discontinued retirement income plan for nonemployee directors, and (ii) above-market earnings on nonqualified deferred compensation balances. The interest rate used to credit earnings on deferrals under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors is the 30-year Treasury rate. For 2014, there were no above-market earnings on deferrals.

~~(4)~~
Includes Company-paid accidental death and disability insurance premiums ($300 per director) and accruals made in 2014 for nonemployee directors under the discontinued Director's Charitable Gift Plan. For more information on the Directors' Charitable Gift Plan, see the narrative discussion below. U. M. Schneider joined our Board in October 2014 and his amount represents three months of the annual insurance premium.

~~(5)~~
Messrs. R.H. Brown and Crawford resigned from the Board on February 5, 2015. They are expected to initially serve as consultants to Chemours, and then as directors of Chemours upon completion of the spin-off.

~~(6)~~
~~Mr. Collomb is retiring effective immediately prior to the Annual Meeting under the Company's age 72 mandatory retirement policy and is not standing for re-election.~~
(3)
~~Proxy Statement~~This column reports (i) the estimated change in the actuarial present value of a director’s accumulated pension benefits under the Company’s discontinued retirement income plan for ~~2015 Annual Meeting of Stockholders~~ 25
nonemployee directors, and (ii) above-market earnings on nonqualified deferred compensation balances. The interest rate used to credit earnings on deferrals under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors is the 30-year Treasury rate. For 2016, L. D. Juliber had above-market earnings on deferrals.
(4) Includes Company-paid accidental death and disability insurance premiums ($300 per director) and accruals made in 2016 for nonemployee directors under the discontinued Directors’ Charitable Gift Plan. For more information on the Directors’ Charitable Gift Plan, see the narrative discussion below.
~~Table of Contents~~
~~Directors' Compensation~~  ~~2014 Directors' Compensation~~
Stock Ownership Guidelines
Our stock ownership guidelines require directors to hold until retirement all annual equity awards granted after 2011. Stock ownership guidelines prior to 2012 required each nonemployee director to hold DuPont Common Stock equal to a multiple of two times the full Annual Retainer. Directors had up to five years from date of election to achieve the required ownership.
Deferred Compensation
Under the DuPont Stock Accumulation and Deferred Compensation Plan for Directors, a director may defer all or part of the Board retainer and committee chair fees in cash or stock units until retirement as a director or until a specified year after retirement. Interest accrues on deferred cash payments and dividend equivalents accrue on
Proxy Statement for 2017 Annual Meeting of Stockholders
17
Directors’ Compensation " 2016 Directors’ Compensation
deferred stock units. This deferred compensation is an unsecured obligation of the Company.
As part of the retention requirements, equity grants will be held until retirement. However, a director may defer payments beyond retirement.
Retirement Income Plan
~~DuPont's~~DuPont’s retirement income plan for nonemployee directors was discontinued in 1998. Nonemployee directors who began their service on the Board before the ~~plan's~~plan’s elimination continue to be eligible to receive benefits under the plan. Upon retirement, annual benefits payable under the plan equal one-half of the annual Board retainer (up to $85,000 and exclusive of any committee compensation and stock, RSU or option grants) in effect at the ~~director's~~director’s retirement. Benefits are payable for the lesser of life or ten years.
~~Directors'~~Directors’ Charitable Gift Plan
In October 2008, DuPont discontinued its Charitable Gift Plan with respect to future directors. The ~~Directors'~~Directors’ Charitable Gift Plan was established in 1993. After the death of a director, we will donate five consecutive annual installments of up to $200,000 each to tax-exempt educational institutions or charitable organizations recommended by the director and approved by DuPont.
A director is fully vested in the plan after five years of service as a director or upon death or disability. The plan is unfunded. DuPont does not purchase insurance policies to satisfy its obligations under the plan. The directors do not receive any personal financial or tax benefit from this program because any charitable, tax-deductible donations accrue solely to the benefit of the Company. Employee directors may participate in the plan if they make a required annual contribution.
Accidental Death and Disability Insurance
DuPont maintains $300,000 accidental death and disability insurance on nonemployee directors.
26
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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~
~~Proposal~~ 1PROPOSAL   ELECTION OF DIRECTORS
Our ~~Board's twelve~~Board’s ten nominees for election as directors are identified below. All of the ~~Board's~~Board’s nominees are current members of the Board of Directors.
The Board has determined that, except for E. ~~J. Kullman,~~D. Breen, Chair and CEO, each of the ~~Board's~~Board’s nominees and each other person who served as director during ~~2014~~2016, is ~~or was,~~ independent within the independence requirements of the NYSE listing standards and in accordance with the Guidelines for Determining the Independence of DuPont Directors set forth in the ~~Board's~~Board’s Corporate Governance Guidelines.
The Board knows of no reason why any of the ~~Board's~~Board’s nominees would be unable to serve as a director. If any of the ~~Board's~~Board’s nominees 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 may designate following recommendation by the Governance Committee, or the Board may reduce the number of directors to eliminate the vacancy.
The Board unanimously recommends using the enclosed WHITE proxy card to vote FOR each of the Board's twelve nominees for Director. Trian has provided DuPont with notice that it intends to nominate four nominees for election as directors at the Annual Meeting. As a result, the election of directors is considered a contested election as defined in the Company's Bylaws, and the twelve nominees receiving the largest pluralities of the votes cast will be elected.
The Board unanimously recommends that you disregard any proxy card that may be sent to you by Trian. Voting AGAINST Trian's nominees on its proxy card is NOT the same as voting FOR our Board's nominees, because a vote against Trian's nominees on its proxy card will revoke any previous proxy submitted by you. If you have already voted using a proxy card sent to you by Trian, you have every right to change it and we urge you to revoke that proxy by voting in favor of our Board's nominees by using the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted.

DIRECTOR SKILLS AND QUALIFICATIONS
Directors are selected for their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. Leadership skills, scientific or technological expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, and diversity are among the relevant criteria, which will vary over time depending on the needs of the Board. Additionally, directors are expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibility. For additional information, see our ~~Board's~~Board’s Corporate Governance Guidelines describing qualifications for directors.
When considering candidates for nomination, the Governance Committee takes into account these factors to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interest of all stockholders. The Governance Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to the Company. The evaluation process does not vary based on whether or not a candidate is recommended by a stockholder.
~~Messrs. Breen and Gallogly were identified by~~Although Mr. Thomas will be age 72 at the time of the Annual Meeting, the Board ~~members and advisors to~~of Directors asked that he stand for re-election given the important role he has played over the last five-plus years in setting the strategy for the Company, and ~~vetted through~~especially in view of this pivotal juncture in the ~~use~~Company’s history as we work constructively to close the merger of equals with The Dow Chemical Company (“Dow”). Mr. Thomas also plays a ~~third party search firm. After a~~critical role as Chairman of the Board’s Environmental Policy and Safety Committee and will be instrumental during this period of ~~consultation,~~transition in overseeing the ~~Committee recommended the nomination of Messrs. Breen and Gallogly to the Board who subsequently unanimously approved their nominations. All~~safety profiles of the ~~Board's nominees, including Messrs. Breen and Gallogly, have been interviewed by members~~three intended companies. SeeProposal 2 — Ratification of Independent Registered Public Accounting Firm for more information about the ~~Governance Committee prior to their nomination to the Board.~~merger.
In connection with Trian's nomination notice, members of the Governance Committee, including Mr. Cutler and Ms. Hewson, interviewed each of the Trian nominees. Ms. Kullman participated in the interviews with respect to all Trian nominees other than Mr. Peltz, with whom she had spoken on numerous occasions.

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders 27
19
~~Table of Contents~~
Proposal 1: Election of Directors " Our Director Nominees

OUR DIRECTOR NOMINEES
The following material contains information concerning the ~~Board's~~Board’s nominees, including their period of service as a director, their recent employment, other directorships, including those held during the past five years with a public company or registered investment company, and age as of the ~~2015~~2017 Annual Meeting.
In addition to the information set forth below, Appendix C sets forth information relating to our directors, nominees for directors and certain of our officers and employees who may be considered "participants" in our solicitation under the applicable Securities and Exchange Commission rules by reason of their position as directors of the Company, as nominees for directors or because they may be soliciting proxies on our behalf.
The Board unanimously recommends using the enclosed WHITE proxy card to vote FOR each of the Board's twelve nominees for Director. Trian has provided DuPont with notice that it intends to nominate four nominees for election as directors at the Annual Meeting. As a result, the election of directors is considered a contested election as defined in the Company's Bylaws, and the twelve nominees receiving the largest pluralities of the votes cast will be elected.
The Board unanimously recommends that you disregard any proxy card that may be sent to you by Trian. Voting AGAINST Trian's nominees on its proxy card is not the same as voting FOR our Board's nominees, because a vote against Trian's nominees on its proxy card will revoke any previous proxy submitted by you. If you have already voted using a proxy card sent to you by Trian, you have every right to change it and we urge you to revoke that proxy by voting in favor of our Board's nominees by using the enclosed WHITE proxy card. Only the latest validly executed proxy that you submit will be counted.

LAMBERTO ANDREOTTI

Age 64
66
Director since ~~April~~ 2012

~~Chief Executive Officer, since May 2010,~~Retired Chair (2015 to 2016) of Bristol-Myers Squibb Company, a global biopharmaceutical company
He formerly served at Bristol-Myers Squibb as chief executive officer from May 2010 to May 2015 and as chief operating officer from March 2008 to May 2010, and executive vice president ~~of Bristol-Myers Squibb~~ and president of Worldwide Pharmaceuticals, a division of Bristol-Myers Squibb, from September 2005 until March 2008. ~~Mr. Andreotti is also on the board of directors for Bristol-Myers Squibb (since 2009).~~ He has also held roles with other pharmaceutical companies, including Farmitalia Carlo Erba and Pharmacia. Mr. Andreotti ~~serves~~served on the board of directors ~~of PhRMA — Pharmaceutical and Research Manufacturers of America. He formerly served as a Vice Chairman of Mead-Johnson Nutrition Company (2009)~~for Bristol-Myers Squibb (since 2009).
Skills and Expertise
As former Chair and Chief Executive Officer of Bristol-Myers Squibb, Mr. Andreotti has a strong track record of leading a science and technology-based corporation and offers significant insight to the Board in the areas of innovation, global business, corporate governance and investor relations. He also provides the Board with a broad perspective on human resources, finance, marketing and government relations from his experience in various senior leadership roles with Bristol-Myers Squibb.


     EDWARD D. BREEN


Age: 59
61
Director since ~~February~~ 2015

Chair and Chief Executive Officer since November 2015
He formerly served as DuPont’s Interim Chair and Chief Executive Officer during October 2015. He served as Chairman, ~~since~~from July 2002 to March 2016, and ~~former~~ 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~~
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 ~~was~~is a director of ~~McLeod USA Incorporated (2001 to 2005) and~~ Comcast Corporation ~~(2005~~(since 2014 and 2005 to ~~2011 and since 2014)~~2011). Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm.
Skills and Expertise
As aChief Executive Officer of DuPont, Mr. Breen is best suited to ensure that critical business issues are brought before the Board, enhancing the Board’s ability to consider, evaluate and maintain oversight over business strategies and DuPont’s risk management efforts. The Board believes that the Company is best served by combining the role of Chair and ~~former CEO of Tyco, Mr. Breen brings valuable global business, portfolio assessment, business transformation, executive leadership and finance background to the Board.~~Chief Executive Officer.

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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~
Proposal 1: Election of Directors " Our Director Nominees

     ROBERT A. BROWN

Age 63
65
Director since 2007

President of Boston University since September 2005
He 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~~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.
Skills and Expertise
With his science and engineering background and from his positions at Boston University and the Massachusetts Institute of Technology, Dr. Brown provides the Board with an invaluable science and technology perspective combined with senior management capabilities.


     ALEXANDER M. CUTLER


Age 63
65
Director since 2008

Retired Chairman and Chief Executive Officer ~~since 2000,~~(2000 to 2016) of Eaton, a global diversified industrial manufacturer
He formerly served as ~~Eaton's~~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), ~~The Greater Cleveland Partnership,~~ United Way Services of Greater Cleveland, and the Musical Arts Association. ~~He is also a member of the Executive Committee of the Business Roundtable and a member of The Business Council.~~
Skills and Expertise
As ~~Chair~~the former Chairman and chief executive officer of Eaton, Mr. Cutler gives the Board a wealth of global business management, finance, investor relations, marketing and supply chain and logistics experience in a multinational manufacturing company. Through his other board roles and his past position as Chair of The Business Roundtable Corporate Governance Committee, Mr. Cutler also provides the Board with important insights in the areas of corporate governance and government relations.


     ELEUTHÈRE I. DU PONT

Age 48
51
Director since 2006

President, since 2008, of the Longwood Foundation, a private foundation principally supporting charitable organizations
He served as senior vice president, operations and chief financial officer of drugstore.com, a leading online provider of health, beauty, vision and pharmacy products from 2007 through 2008. Prior to that, Mr. du Pont served as president and chief financial officer of Wawa, Inc., a chain of food markets in the mid-Atlantic region with sales of $5 billion. He also serves on the boards of WSFS Financial Corporation (since 2013) and Burris Logistics (since 2014).
Skills and Expertise
From his experiences as president, chief financial officer and director, Mr. du Pont brings to the Board expertise on corporate governance, accounting, finance, human resources, information technology, investment management, investor relations and procurement. He also brings a unique perspective from his roles leading safety, supply chain and operations.

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders 29
21
~~Table of Contents~~
Proposal 1: Election of Directors " Our Director Nominees

     JAMES L. GALLOGLY

Age 62
64
Director since ~~February~~ 2015

~~Former~~Retired Chairman of the Management Board (2010-2015) and CEO (2009-2015), LyondellBasell Industries N.V., a premier plastics, chemicals and refining company
Prior to joining LyondellBasell, Mr. Gallogly held senior management positions at ConocoPhillips, including as Executive Vice President of Worldwide Exploration and Production, and Executive Vice President of Refining, Marketing and Transportation. He was President and Chief Executive Officer of Chevron Phillips Chemical Company ~~LLC, including as President and Chief Executive Officer.~~LLC. Mr. Gallogly is a member of the University of Oklahoma Gallogly College of Engineering Board of Visitors, a director of the University of Colorado ~~Engineering Advisory Council~~Foundation and the University Cancer Foundation Board of Visitors at the University of Texas M.D. Anderson Cancer Center. Mr. Gallogly is also ~~presides as Chairman~~a director of Junior Achievement of Southeast Texas.
Skills and Expertise
From his roles as Chair and CEO at LyondellBasell and other public company executive roles, Mr. Gallogly adds to the Board strong safety, investor relations, capital market, finance, environmental management, global business, technology, human resources, information technology, corporate governance and portfolio assessment and business transformation experience.


     MARILLYN A. HEWSON

Age 61
63
Director since 2007

Chairman, President and Chief Executive Officer since January 2014 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
She was CEO and President of Lockheed Martin from January to December 2013 and has served as director since 2012. Having served 3234 years at Lockheed Martin, she ~~has~~ previously held the positions of President and Chief Operating Officer from November 2012 to December ~~2012;~~2012 and Executive Vice President of Electronic Systems from 2010 to ~~2012; President of Systems Integration from 2008 to 2009; Executive Vice President of Global Sustainment for Aeronautics from 2007 to 2008.~~2012. Ms. Hewson previously chaired the Sandia ~~Corporation's~~Corporation’s Board of Directors from 2010 to 2013. She ~~serves~~served on the ~~President's~~President’s Export Council, is ~~Vice Chairman~~on the Board of Governors and Executive Committee of the Aerospace Industries Association, an Associate Fellow of the American Institute of Aeronautics and Astronautics, ~~and~~ a ~~member~~vice-chair of the Business Roundtable and a member of the Business Council. She serves on the Board of Directors of the Congressional Medal of Honor Foundation, the Board of Governors of the USO, the Board of the National Geographic Education Foundation, the Board of Catalyst and the Board of Visitors of the University of ~~Alabama's~~Alabama’s Culverhouse College of Commerce and Business Administration.
Skills and Expertise
Through experience gained in leadership roles and as chairman and chief executive of Lockheed Martin, Ms. Hewson 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. In addition, Ms. Hewson offers expertise in government relations.

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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~
Proposal 1: Election of Directors " Our Director Nominees

     LOIS D. JULIBER

Age 66
68
Director since 1995

Retired Vice Chairman, a position she held from October 2004 to March 2005, of Colgate-Palmolive Company, the principal business of which is the production and marketing of consumer products
She 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 ~~also serves as~~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~~President’s Council at Olin College. Ms. Juliber formerly served as a director of Goldman Sachs(2004-2012).
Skills and Expertise
As the former Vice Chairman, Chief Operating Officer and Chief Technology Officer of Colgate Palmolive, one of the ~~world's~~world’s top science-driven consumer products companies, Ms. Juliber brings to the Board deep and broad experience leading and profitably growing global businesses. Her expertise in marketing, R&D / product development, supply chain management, information technology, human resource development and business development strongly complements ~~DuPont's~~DuPont’s strategic priorities. In addition, she has extensive experience growing U.S.-based businesses in emerging markets such as China and India. With over 20 years of corporate and not-for-profit Board experience, Ms. Juliber also provides unique insight in governance, audit and compensation issues.

~~ELLEN J. KULLMAN~~

~~Age 59~~
~~Director since 2008~~

~~Chair, since December 2009, and Chief Executive Officer of DuPont since January 2009~~
She served as president of DuPont from October 2008 to December 2008. From June 2006 through September 2008, she served as executive vice president. Prior to that, Mrs. Kullman was group vice president-DuPont Safety & Protection. She is chair of the US-China Business Council, and a member of the US-India CEO Forum, and the executive committee of the Business Council. She is also a member of the board of directors of Catalyst and the board of directors of Change the Equation. She is a member of the National Academy of Engineering and co-chair of its Committee on Changing the Conversation: From Research to Action. Mrs. Kullman is a director of United Technologies Corporation (since 2011). She is a member of the board of trustees of Tufts University and serves on the board of overseers at Tufts University School of Engineering.
~~Skills and Expertise~~
As Chief Executive Officer of DuPont, Mrs. Kullman is best suited to ensure that critical business issues are brought before the Board, enhancing the Board's ability to consider, evaluate and maintain oversight over business strategies and DuPont's risk management efforts. The Board believes that the Company is typically best served by combining the role of Chair and Chief Executive Officer. For a discussion of the Board's leadership structure, refer to page 17 of this Proxy Statement.

~~ULF M. ("MARK") SCHNEIDER~~

~~Age 49~~
~~Director since 2014~~
~~President and Chief Executive Officer (since May 2003) of Fresenius Group, a global health care company~~
He served as chief financial officer of Fresenius Medical Care, a Fresenius Group company from November 2001, when he joined Fresenius, to May 2003. Previously, he was Group Finance Director for Gehe UK plc, a pharmaceutical wholesale and retail distributor. He also held several senior executive positions since 1989 with Gehe's majority shareholder, Franz Haniel & Cie. GmbH, a diversified German multinational company. Mr. Schneider is also a member of the board of directors of Fresenius Medical Care (since 2003).
~~Skills and Expertise~~
With over thirteen years of experience as CFO and CEO of two large publicly traded companies, Mr. Schneider brings a depth of experience in finance and accounting, corporate governance, global business and capital markets, business transformation, new business development, investor relations and science and technology.

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 31
~~Table of Contents~~
~~Proposal 1: Election of Directors~~  ~~Our Director Nominees~~

     LEE M. THOMAS

Age 70
72
Director since 2011

Retired chairman (July 2007–May 2012) and chief executive officer (March 2007–December 2011), of Rayonier Inc., a global forest products company
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/CEO of Law Companies Environmental Group Inc., and administrator of the U.S. Environmental Protection Agency. Mr. Thomas also serves on the ~~boards~~board of ~~Airgas Inc. (since 1998),~~ the Regal Entertainment Group (since 2006) ~~and the World Resources Institute.~~.
Skills and Expertise
From his experiences as president/CEO of two public companies, Mr. Thomas provides the Board with a deep understanding of corporate governance, finance, global business and investor relations. He also offers the Board key insights on government relations and environmental management from his tenure as administrator of the Environmental Protection Agency and his senior leadership roles. He brings to the Board valuable organizational management skills through his experiences as an independent consultant and as CEO of a consulting firm.
Proxy Statement for 2017 Annual Meeting of Stockholders
23
Proposal 1: Election of Directors " Our Director Nominees


     PATRICK J. WARD


Age 51
53
Director since 2013

Chief Financial Officer, since May 2008, of Cummins Inc., a global power leader that designs, manufactures, distributes and services engines and related technologies.
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.
Skills and Expertise
From his experiences as Chief Financial Officer and in management of a global public company, Mr. Ward brings a depth of experience in management, financial reporting, global business, capital markets, investment management, investor relations and public accounting and finance.


PROPOSAL 1:

~~PROPOSAL 1:~~
The Board of Directors recommends that you vote ~~"FOR"~~“FOR” all ~~twelve~~ten director nominees

~~ELECTION~~
OF
~~DIRECTORS~~

Please cast your vote for these ~~twelve~~ten director nominees following the instructions on your proxy card, via the internet or over the ~~phone.~~phone
ELECTION
OF
DIRECTORS
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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~
~~Proposal 1: Election of Directors~~  ~~Audit Committee Report~~
AUDIT COMMITTEE REPORT
The Audit Committee of the Board of Directors (the ~~"Committee"~~“Audit Committee”) assists the Board in fulfilling its oversight responsibilities with respect to the external reporting process and the adequacy of the ~~Company's~~Company’s internal controls. Specific responsibilities of the ~~committee~~Audit Committee are set forth in the Audit Committee Charter adopted by the Board and last amended effective March ~~3, 2015.~~1, 2016. The Charter is available on the ~~Company's~~Company’s website (www.dupont.com) under Investors — Corporate Governance.
The Audit Committee is comprised of ~~six~~five directors, all of whom meet the standards of independence adopted by the ~~NYSE~~New York Stock Exchange and the Securities and Exchange Commission. Subject to stockholder ratification, the Audit Committee appoints the ~~Company's~~Company’s independent registered public accounting firm. The Audit Committee approves in advance all services to be performed by the ~~Company's~~Company’s independent registered public accounting firm in accordance with the ~~Committee's~~Audit Committee’s Policy on Pre-approval of Services Performed by the Independent Registered Public Accounting Firm. A summary of the Policy is included with this Proxy Statement as part of the proposal seeking ratification of the independent registered public accounting firm.
Management is responsible for the ~~Company's~~Company’s financial statements and reporting process, for establishing and maintaining an adequate system of internal control over financial reporting, and for assessing the effectiveness of the ~~Company's~~Company’s internal control over financial reporting. PricewaterhouseCoopers LLP ~~("PwC"~~(“PwC”), the ~~Company's~~Company’s independent registered public accounting firm, is responsible for auditing the ~~Company's~~Company’s Consolidated Financial Statements and for assessing the effectiveness of internal control over financial reporting. The Audit Committee has reviewed and discussed the ~~Company's 2014~~Company’s 2016 Annual Report on Form 10-K, including the audited Consolidated Financial Statements of the Company and ~~Management's~~Management’s Report on Internal Control over Financial Reporting, for the year ended December 31, ~~2014~~2016 with management and representatives of PwC.
The Audit Committee has also discussed with PwC matters required to be discussed by Statement on Auditing ~~Standards~~Standard No. ~~61, as amended~~1301 (Communications with Audit Committees)~~, and~~ as adopted by the Public Company Accounting Oversight Board ~~("PCAOB"~~(“PCAOB”). The Audit Committee has received from PwC the letter and written disclosures that are required by applicable requirements of the PCAOB regarding the independent ~~accountant's~~accountant’s communications with the Audit Committee concerning independence and has discussed with PwC its independence.
The Audit Committee has considered whether the provision to the Company by PwC of limited non-audit services is compatible with maintaining the independence of PwC. The Audit Committee has satisfied itself as to the independence of PwC.
Based on the ~~Committee's~~Audit Committee’s review of the audited Consolidated Financial Statements of the Company, and on ~~the Committee's~~its discussions with management of the Company and with PwC, the Audit Committee recommended to the Board of Directors that the audited Consolidated Financial Statements be included in the ~~Company's~~Company’s Annual Report on Form 10-K for the year ended December 31, ~~2014.~~2016.
AUDIT COMMITTEE⁽¹⁾

~~Eleuthère I. du Pont,~~
Patrick J. Ward, Chair
Lamberto Andreotti
Robert A. Brown
~~Patrick J. Ward~~
~~(1)~~
~~At the time of the Audit Committees' determination, Mr. R. H. Brown had resigned from the Board and Messrs.~~
James L. Gallogly ~~and~~
U. Mark Schneider ~~had yet to be appointed to the Audit Committee.~~

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders 33
25
~~Table of Contents~~
~~Proposal~~ 2PROPOSAL   RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Article III, Section 4, 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 public 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 ~~23, 2014,~~27, 2016, the stockholders ratified the appointment by the Audit Committee of ~~PricewaterhouseCoopers LLP (PwC)~~PwC to perform the functions assigned to it in accordance with the Bylaws.
PwC, an independent registered public accounting firm, has served as the ~~Company's~~Company’s independent accountants continuously since 1954. The Audit Committee believes that the knowledge of the ~~Company's~~Company’s business PwC has gained through this period of service is valuable. While from time to time, the Audit Committee considers whether there should be a rotation of the independent registered public accounting firm ~~in order~~ to assure continuing auditor independence, it and the Board believe that the continued retention of PwC is in the best interests of the Company and its investors.
Pursuant to the SEC rules, the lead partner must be rotated after five years giving the Company the benefit of new thinking and approaches. The Audit Committee and its chairperson are involved in the selection of the lead partner.
To assure that the audit and non-audit services performed by the independent registered public accounting firm do not impair its independence in appearance and/or fact, the Audit Committee has established policies and procedures requiring its pre-approval of all such services and associated fees.
The independent registered public accounting firm submits a report annually regarding the audit, audit-related, tax and other services it expects to render in the following year and the associated, forecasted fees to the Audit Committee for its approval. Audit services include the audit of the ~~Company's~~Company’s Consolidated Financial Statements, separate audits of its subsidiaries, services associated with regulatory filings and attestation services regarding the effectiveness of the ~~Company's~~Company’s internal controls over financial reporting. Audit-related services are assurance services that are reasonably related to the audit of the ~~Company's~~Company’s Consolidated Financial Statements or services traditionally provided by the independent registered public accounting firm. Audit-related services include employee benefit plan audits; audits of carve-out financial statements related to divestitures; due diligence services regarding potential acquisitions or dispositions, including tax-related due diligence; and agreed-upon or expanded audit procedures related to regulatory requirements. Tax services include selected non-U.S. tax compliance services, advice and recommendation with respect to issues such as tax audits and appeals, restructurings, mergers and acquisitions, and assistance regarding appropriate handling of items on the returns, required disclosures, elections and filing positions available to the Company. Other services include non-financial attestation, assessment and advisory services.
If a service has not been included in the annual pre-approval process, it must be specifically pre-approved by the Audit Committee. In situations where the cost of services is likely to exceed the approved fees, excluding the impact of currency, specific pre-approval is required. Requests for specific pre-approvals will be considered by the full Audit Committee. If that is not practical, then the Chair may grant specific pre-approvals when the estimated cost for the service or the increase in fees for a previously ~~pre- approved~~pre-approved service does not exceed $500,000. Any such pre-approvals are reported to the full Audit Committee at its next meeting.
On December 11, 2015, DuPont and Dow announced entry into an Agreement and Plan of Merger under which the companies will combine in an all-stock merger of equals, subject to satisfaction of customary closing conditions, including receipt of regulatory approval (the “Merger Transaction”). The combined company will be named DowDuPont Inc. On July 20, 2016, stockholders of both DuPont and Dow voted to approve all stockholder proposals necessary to complete the merger at their respective special meetings. After completion of the Merger Transaction, DuPont and Dow intend to pursue, subject to the receipt of approval by the board of directors of DowDuPont, the separation of the combined company’s agriculture business, specialty products business and material science business through a series of tax-efficient transactions (collectively, the “Intended Business Separations”). The Company has engaged PwC to provide services related to the Merger Transaction and Intended Business Separations.
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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~
Proposal 2 " Ratification of Independent Registered Public Accounting Firm
The Audit Committee pre-approved all services rendered by and associated fees paid to PwC, including services related to the Merger Transaction and Intended Business Separations, for fiscal years ~~2014~~2016 and ~~2013.~~2015. These are shown by category in the following table.

2014
(in millions) 2013
(in millions)

Audit Fees
$15.0 $15.1

Audit-Related Fees⁽¹⁾
14.2 3.9

Tax Fees
0.6 2.2

All Other Fees⁽²⁾
9.3 0.1

TOTAL
39.1 21.3

~~(1)~~
The Company intends to spin-off its Performance Chemicals segment in mid-2015, subject to customary closing conditions. The increase in Audit-Related Fees in 2014 is primarily attributable to the audit of the historical combined financial statements of the Performance Chemicals business in connection with the proposed spin-off.

~~(2)~~
The increase in All Other Fees in 2014 is primarily attributable to supply chain consulting services provided by Booz and Co., which was acquired by PwC in March of 2014. In 2012 the Company retained Booz and Co. in connection with the Company's strategic review of its end-to-end supply chains ("E2E"). At the time of the acquisition, Booz and Co. was actively involved in E2E projects. The Audit Committee pre-approved using Booz and Co. to complete the E2E work because the knowledge spillover from prior E2E work enhanced Booz and Co.'s effectiveness and efficiency.
Subject to ratification by the holders of DuPont Common Stock, the Audit Committee has reemployed PwC as the independent registered public accounting firm to audit the Company's Consolidated Financial Statements for the year 2015 and to render other services as required of them. The Audit Committee actively oversees the fee negotiations and approves the fees associated with the reemployment of PwC. Representatives of PwC are expected to be present at the meeting and will have an opportunity to address the meeting and respond to appropriate questions.

2016
(in millions)

2015
(in millions)
Audit Fees
     $ 14.5      $15.8
Audit-Related Fees*
     22.0      1.1
Tax Fees
     0.2      0.2
All Other Fees
     0.0      3.0
TOTAL
     $ 36.7      $20.1
* Audit-Related Fees paid to PwC in 2016 increased versus prior year primarily due to services related to (i) the Merger Transaction, including purchase accounting and other merger-related technical issues, and (ii) the Intended Business Separations, including the audit of carve-out financial statements. Subject to ratification by the holders of DuPont Common Stock, the Audit Committee has reemployed PwC as the independent registered public accounting firm to audit the Company’s Consolidated Financial Statements for the year 2017 and to render other services as required of them. The Audit Committee actively oversees the fee negotiations and approves the fees associated with the reemployment of PwC. Representatives of PwC are expected to be present at the meeting and will have an opportunity to address the meeting and respond to appropriate questions.
PROPOSAL 2:

~~PROPOSAL 2:~~
The Board of Directors recommends that you vote ~~"FOR"~~“FOR” the following resolution:

~~RATIFICATION~~
OF
~~INDEPENDENT~~
~~REGISTERED~~
~~PUBLIC~~
~~ACCOUNTING~~
~~FIRM~~

RESOLVED: That the action of the Audit Committee in employing PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ~~2015~~2017 to perform the functions assigned to it in accordance with Article III, Section 4, of the Bylaws of E. I. du Pont de Nemours and Company hereby is ratified.
RATIFICATION OF
INDEPENDENT
REGISTERED
PUBLIC
ACCOUNTING FIRM

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders 35
27
~~Table of Contents~~
OWNERSHIP OF COMPANY STOCK
As of ~~February 19, 2015,~~April 14, 2017, set forth below is certain information concerning beneficial owners known to DuPont of more than five percent of ~~DuPont's~~DuPont’s outstanding Common Stock:

Name and Address of Beneficial Owner

Number of Shares
Beneficially Owned

Percent of
Shares
Outstanding⁽⁴⁾

~~Blackrock,~~
Capital World Investors
333 South Hope Street
Los Angeles, CA 90071
90,469,881⁽¹⁾ 10.46%
The Vanguard Group
100 Vanguard Blvd.
Malvern, PA 19355
58,895,084⁽²⁾ 6.81
BlackRock, Inc.
55 East 52^nd52nd Street
New York, NY ~~10022~~10055
57,080,388⁽³⁾ 6.60
(1) Based solely on a Schedule 13G/A filed with the SEC on February 13, 2017, Capital World Investors reported that it has sole voting and dispositive power with respect to 90,469,881 shares as of December 31, 2016.
(2) Based solely on a Schedule 13G/A filed with the SEC on February 9, 2017, The Vanguard Group reported that it has sole voting power with respect to 1,362,928 shares, shared voting power with respect to 169,917 shares, sole dispositive power with respect to 57,374,549 shares, and shared dispositive power with respect to 1,520,535 shares as of December 31, 2016.
(3) Based solely on a Schedule 13G/A filed with the SEC on January 23, 2017, BlackRock, Inc. has sole voting power with respect to 49,570,937 shares and sole dispositive power with respect to 57,080,388 shares as of December 31, 2016.
(4) Based upon DuPont’s Common Stock outstanding as of January 31, 2017.
~~57,240,194~~⁽¹⁾
28
~~6.30~~⁽¹⁾

~~The Vanguard Group~~
~~100 Vanguard Blvd.~~
~~Malvern, PA 19355~~ ~~50,112,269~~⁽²⁾ ~~5.53~~⁽²⁾

~~(1)~~
Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February 9, 2015, Blackrock, Inc. reported that it has sole voting power with respect to 47,600,976 shares and sole dispositive power with respect to 57,240,194 shares as of December 31, 2014.

~~(2)~~
Based solely on a Schedule 13G/A filed with the Securities and Exchange Commission on February 11, 2015, The Vanguard Group reported it has sole voting power with respect to 1,573,045 shares, sole dispositive power with respect to 48,621,621 shares, and shared dispositive power with respect to 1,490,648 shares as of December 31, 2014.
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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~

SECURITY OWNERSHIP BY DIRECTORS AND EXECUTIVE OFFICERS
The following table includes shares of DuPont Common Stock beneficially owned by each director, by each of the ~~Board's~~Board’s nominees, by each executive officer named in the ~~2014~~2016 Summary Compensation Table and by all directors and executive officers as a group as of ~~March 5, 2015.~~December 31, 2016. Under rules of the Securities and Exchange Commission, ~~"beneficial ownership"~~“beneficial ownership” includes shares for which the individual, directly or indirectly, has or shares voting or investment power, whether or not the shares are held for the ~~individual's~~individual’s benefit.

Amount and Nature of Beneficial
Ownership (Number of Shares)

Name

Direct⁽¹⁾

Indirect⁽²⁾

Right to
Acquire⁽³⁾

Percent
of Class

L. Andreotti
0 0 6,968 *

E. D. Breen⁽⁴⁾
13,000 0 0 *

R. H. Brown⁽⁵⁾
0 0 52,030 *

R. A. Brown
0 110 22,926 *

B. P. Collomb⁽⁶⁾
16,440 0 7,347 *

C. J. Crawford⁽⁵⁾
150 235 43,170 *

A. M. Cutler
5,000 0 42,554 *

E. I. du Pont
769 1,601 23,878 *

J. L. Gallogly⁽⁴⁾
3,000 0 0 *

M. A. Hewson
2,896 0 32,850 *

L. D. Juliber
0 600 60,202 *

E. J. Kullman
304,941 9,745 756,933 *

U. M. Schneider
0 0 956 *

L. M. Thomas
6,254 2,000 7,347 *

P. J. Ward
0 0 3,078 *

J. C. Borel
101,527 12,727 206,495 *

T. M. Connelly, Jr.
54,188 29,044 406,359 *

N. C. Fanandakis
104,996 0 155,534 *

M. P. Vergnano
113,430 0 111,986 *

Directors and Executive Officers as a Group
784,833 56,062 2,128,199 *

*
~~Less than one percent.~~

~~(1)~~
      Amount and Nature of Beneficial
Ownership (Number of Shares)
Name    Direct⁽¹⁾    Indirect⁽²⁾    Right to
Acquire⁽³⁾    Percent
of Class
L. Andreotti
   0       0       12,208       *
E. D. Breen
   37,501       15,150       137,050       *
R. A. Brown
   0       110       27,197       *
A. M. Cutler
   5,000       0       55,699       *
E. I. du Pont
   769       1,655       22,719       *
J. L. Gallogly
   17,250       0       5,517       *
M. A. Hewson
   2,896       0       36,582       *
L. D. Juliber
   1,000       600       61,285       *
U. M. Schneider
   0       0       5,658       *
L. M. Thomas
   7,499       2,000       12,621       *
P. J. Ward
   0       0       7,970       *
J. C. Collins
   29,689       28,047       59,081       *
N. C. Fanandakis
   137,954       0       275,638       *
C. M. Doyle
   100       0       31,751       *
S. L. Fox
   1,367       0       30,666       *
Directors and Executive Officers as a Group
   304,069       47,562       926,696       *
* Less than one percent.
(1) These shares are held individually or jointly with others, or in the name of a bank, broker or nominee for the individual’s account.
(2) This column includes other shares over 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, and shares held under the Company’s Retirement Savings Plan (“RSP”).
(3) This column includes shares which directors and executive officers had a right to acquire beneficial ownership of within 60 days from December 31, 2016, through the exercise of stock options or through the conversion of RSUs or deferred stock units granted or held under DuPont’s equity-based compensation plans.
Consummation of the Merger Transaction with ~~others, or~~Dow will result in a change of control of the ~~name~~Company. SeeProposal 2 — Ratification of ~~a bank, broker or nominee~~ Independent Registered Public Accounting Firmfor ~~the individual's account.~~

~~(2)~~
This column includes other shares over 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, and shares held under the RSP.

~~(3)~~
This column includes shares which directors and executive officers had a right to acquire beneficial ownership of within 60 days from March 5, 2015, through the exercise of stock options or through the conversion of RSUs or deferred stock units granted or held under DuPont's equity-based compensation plans.

~~(4)~~
~~Messrs. Breen and Gallogly joined the Board on February 5, 2015.~~

~~(5)~~
~~Messrs. R.H. Brown and Crawford resigned from the Board on February 5, 2015.~~

~~(6)~~
~~Mr. Collomb is retiring effective immediately prior to the Annual Meeting and is not standing for re-election~~
more information.
Section 16(a) Beneficial Ownership Reporting Compliance
Directors and executive officers are required to file reports of ownership and changes in ownership of DuPont Common Stock with the ~~Securities and Exchange Commission.~~SEC. Based on our review of copies of reports we have received, and written representations received from our directors and executive officers with respect to
~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 37
~~Table of Contents~~
filing of reports on Forms 3, 4 and 5, ~~we believe that during 2014 all such required~~one report (reporting two transactions) for L. M. Thomas and two reports (reporting one transaction and three transactions, respectively) for E. D. Breen were filed ~~on a timely basis.~~late due to administrative error.
Proxy Statement for 2017 Annual Meeting of Stockholders
29

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No individual who served on the Human Resources and Compensation Committee in ~~2014~~2016 was at any time during the year, while he or she was a member of such committee, an officer or employee of DuPont or any of its subsidiaries nor was any such person a former officer of DuPont or any of its subsidiaries. No individual who served on the Human Resources and Compensation Committee in ~~2014~~2016 had any relationship requiring disclosure under the ~~Securities and Exchange Commission's~~SEC’s rules for disclosure of related party transactions. In addition, no member of the Board of Directors is an executive officer of another entity at which one of ~~DuPont's~~DuPont’s executive officers serves on the board of directors.
~~COMPENSATION COMMITTEE REPORT~~
The Human Resources and Compensation Committee (the "Compensation Committee") of the Board of Directors has reviewed the Compensation Discussion and Analysis ("CD&A") section included in this Proxy Statement.
~~The Compensation Committee has also reviewed and discussed the CD&A with management.~~
Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in DuPont's Annual Report on Form 10-K for the year ended December 31, 2014 and in this Proxy Statement.
~~The members of the Compensation Committee of the Board of Directors have provided this report.~~
~~HUMAN RESOURCES AND COMPENSATION COMMITTEE~~
~~Lois D. Juliber, Chair~~
~~Alexander M. Cutler~~
~~Marillyn A. Hewson~~
~~Lee M. Thomas~~
38 COMPENSATION COMMITTEE REPORT
The Human Resources and Compensation Committee (the “Compensation Committee”) of the Board of Directors has reviewed the Compensation Discussion and Analysis (“CD&A”) section included in this Proxy Statement.
The Compensation Committee has also reviewed and discussed the CD&A with management.
Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the CD&A be included in DuPont’s Annual Report on Form 10-K for the year ended December 31, 2016, and in this Proxy Statement.
The members of the Compensation Committee of the Board of Directors have provided this report.
HUMAN RESOURCES AND COMPENSATION COMMITTEE
Lois D. Juliber, Chair
Alexander M. Cutler
Eleuthère I. du Pont
Marillyn A. Hewson
Lee M. Thomas
30
Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~
COMPENSATION DISCUSSION AND ANALYSIS
In this section, we review the objectives and elements of ~~DuPont's~~DuPont’s executive compensation program and discuss and analyze the ~~2014~~2016 compensation decisions regarding our Named Executive Officers ~~("NEOs"~~(“NEOs”):
~~•••~~. For 2016 our NEOs are:
~~Ellen J. Kullman,~~• • •    Edward D. Breen,Chair and Chief Executive Officer
~~•••~~
• • •Nicholas C. Fanandakis,Executive Vice President and Chief Financial Officer
~~•••~~
~~Thomas M. Connelly, Jr.,~~• • •~~Executive Vice President and Chief Innovation Officer (retired on December 31, 2014)~~
~~•••~~
~~Mark P. Vergnano,~~    James C. Collins,Executive Vice President
~~•••~~
~~James~~• • •    C. ~~Borel,~~Marc Doyle,Executive Vice President

• • •~~COMPENSATION DISCUSSION AND ANALYSIS ("CD&A") TABLE OF CONTENTS~~
   Stacy L. Fox,Senior Vice President and General Counsel
~~Executive Summary~~ 40
~~Our Performance in 2014~~
41
~~Summary of Our 2014 Compensation Actions~~
43
~~Consideration of Say On Pay Results~~
44

~~Our Executive Compensation Philosophy~~

46

~~How We Determine Executive Compensation~~

46
~~Oversight Responsibilities for Executive Compensation~~
46
~~We Conduct a Competitive Analysis~~
47

~~Components of Our Executive Compensation Program~~

48
~~Direct Compensation Components~~
48
~~Benefits, Retirement and Other Compensation Components~~
49

~~How We Manage Compensation Risk~~

50
~~Payout Limitations or Caps~~
50
~~Stock Ownership Guidelines~~
50
~~Compensation Recovery Policy (Clawbacks)~~
51

~~2014 Compensation Decisions~~

52
~~Our Annual Compensation Program~~
52
~~Our Long-Term Incentive Program~~
56

~~2014 NEO Performance and Total Compensation Summary~~

58
~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 39
~~Table of Contents~~
~~Compensation Discussion and Analysis~~  ~~Executive Summary~~

EXECUTIVE SUMMARY
DuPont is a science company. We work collaboratively to find sustainable, innovative, market-driven solutions to meet some of the ~~world's~~world’s biggest challenges, making lives better, safer and healthier for people everywhere.
OUR EXECUTIVE COMPENSATION PHILOSOPHY
We design our executive compensation programs to attract, motivate, reward and retain the high-quality executives necessary for Company leadership and accomplishment of our strategies.
Our compensation programs are designed and administered to follow these core principles:
•••
Establish a strong link between pay and performance
•••
Align ~~executives'~~executives’ interests with ~~stockholders'~~stockholders’ interests
•••
Reinforce business strategies and drive long-term sustained stockholder value
We regularly review best practices in governance and executive compensation to ensure that our programs align with our core principles. Here are some of the compensation practices we follow:
~~2014~~2016 COMPENSATION PRACTICES AND POLICIES
What We Do ü    Use performance metrics to align pay with performance
ü    Balance short- and long-term incentives using multiple performance metrics
ü    Put caps on incentive compensation
ü    Set rigorous stock ownership requirements for NEOs (values equal to a target multiple of base salary)
ü    ~~Implement~~Maintain a compensation recovery policy (clawbacks)
ü    Employ an independent compensation consultant to review and advise on executive compensation
ü    Use tally sheets
ü
Regularly review the Human Resources and Compensation Committee (the ~~"Committee"~~“Committee”) Charter to ensure best practices and priorities

What We ~~Don't~~Don’t Do          ×    Enter into employment agreements (except for newly hired executives when there is a demonstrated business need)
×    Sign severance agreements ~~except~~(except in the event of a change in control (double trigger) or limited-duration agreements for newly hired executives when there is a demonstrated business ~~need~~need)
×    Establish or allow excessive compensation practices that encourage ~~excessively risky business decisions~~excessive risk taking
×    Allow short sales, hedging, margin accounts, or securities pledging of DuPont stock
×    Reload, reprice, or backdate stock options
×    Grant stock options with an exercise price less than fair market value
×    Tax gross-ups on benefits and perquisites (except for ~~mobility benefits)~~relocation benefits and in limited circumstances in connection with a qualifying termination in connection with a change in control)
×    Pay dividends on unvested or unearned performance share units

~~CLEAR STRATEGY~~    >    ~~STRONGER COMPANY~~>    ~~SUPERIOR RETURN TO STOCKHOLDERS~~
~~DuPont's higher-growth and higher-value strategy includes strengthening our world-leading position in three strategic areas:~~
~~•••~~
~~Agriculture & Nutrition: Extend our leadership position across the high-value, science-driven segments of the agriculture-to-food value chains.~~
~~•••~~
~~Bio-Based Industrials: Build transformational new businesses based on our world-leading biotechnology capabilities.~~
~~•••~~
~~Advanced Materials: Strengthen and grow our leading position in differentiated, high-value materials businesses by leveraging new technologies.~~
To deliver on these strategies, we have been relentless in the pursuit of the fundamentals, three operational priorities that guide our day-to-day activities — innovating and further increasing our return on research and development, leveraging our global reach, especially in fast growing markets, and maintaining a cadence that demands strong execution and ongoing productivity gains. By leveraging our integrated capabilities in biology, chemistry, materials science and engineering, we can deliver faster, better, even transformational solutions, to our customers. This unique combination, together with our proven R&D engine, global reach and market penetration, creates distinctive competitive advantages for DuPont.

Proxy Statement for 2017 Annual Meeting of Stockholders
63
Proposal    MANAGEMENT PROPOSAL TO RECOMMEND, BY ADVISORY VOTE, FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
As part of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Congress adopted Section 14A of the Securities Exchange Act of 1934, pursuant to which the Board is giving our stockholders this opportunity to approve on an advisory, or non-binding basis, the compensation of our named executive officers, as disclosed in this Proxy Statement. Section 14A also allows stockholders to vote, at least once every six years, on the frequency with which such vote should occur, the options being once every one, two or three years. The Board of Directors recommends that the vote occur every year.
After careful consideration, our Board of Directors recommends that the stockholder “say on executive pay” vote occur annually. The Board of Directors believes that an annual vote is in the best interests of our stockholders because it allows stockholders to provide direct, ongoing input on our compensation philosophy, policies and practices, as disclosed in our proxy statement each year. An annual advisory vote also provides the Human Resources and Compensation Committee with the opportunity to evaluate its compensation decisions taking into account the timely feedback provided by stockholders. In addition, the Board of Directors recognizes that an annual advisory vote to approve executive compensation is consistent with the Company’s policy of facilitating communications of stockholders with the Board of Directors and its various committees, including the Human Resources and Compensation Committee.
Stockholders may cast a vote on the preferred voting frequency by selecting the option of one, two or three years (or abstain) when voting in response to the resolution set forth below.
PROPOSAL 4:
MANAGEMENT PROPOSAL TO RECOMMEND, BY ADVISORY VOTE, FREQUENCY OF ADVISORY VOTES ON EXECUTIVE COMPENSATION
The Board of Directors Recommends that you vote “ONE YEAR” on the following resolution:
RESOLVED that the stockholders determine, on an advisory basis, whether the preferred frequency of the stockholder advisory vote to approve the named executive officer compensation disclosed in this Proxy Statement should be every one, two or three years.
This vote is advisory in nature, which means that it is not binding on the Company, its Board of Directors or the Human Resources and Compensation Committee. However, the Human Resources and Compensation Committee fully intends to give meaningful and careful consideration to the vote results and is committed to take any actions it deems necessary or appropriate in light of those results.
ONE YEAR
64
Proxy Statement for 2017 Annual Meeting of Stockholders
STOCKHOLDER
PROPOSALS


The Board welcomes open dialogue on the topic presented in the following stockholder proposal. This proposal may contain inaccurate assertions or other errors, which the Board has not attempted to correct. However, the Board has thoroughly considered the proposal and recommends a vote as set forth below.

~~Proposal~~ 4PROPOSAL STOCKHOLDER PROPOSAL ON
~~LOBBYING~~
EXECUTIVE COMPENSATION REPORT
~~As You Sow, 1611 Telegraph Avenue, Suite 1450, Oakland, CA 94612, on behalf~~The International Brotherhood of ~~Andrew Behar,~~DuPont Workers, P.O. Box 10, Waynesboro, VA 22980, owner of 8060 shares of DuPont ~~common stock,~~Common Stock, has given notice that ~~they~~it will introduce the following resolution and statement in support thereof:
~~Whereas,~~ ~~corporate lobbying exposes our company~~RESOLVED: That the stockholders of E. I. du Pont de Nemours and Company, assembled in annual meeting in person and by proxy, hereby recommend the following nonbinding proposal: that the Board of Directors prepare a report, to ~~risks~~be made available to shareholders four months after the 2017 Annual Meeting, that ~~could adversely affect~~shall review the ~~company's stated goals, objectives,~~compensation packages provided to senior executives of the Company and ~~ultimately shareholder value, and~~address the following:
1. Comparison of compensation packages for senior executives with that provided to the lowest paid Company employees.
2. Whether there should be a ceiling on compensation provided to senior executives so as to prevent the possibility of excessive compensation.
3. Whether compensation of senior executives should be adjusted in a situation where there is a stated need for employees to be laid off from work.
Stockholders’ Statement
~~Whereas,~~ ~~we rely~~Pay for senior executives of DuPont is determined by its Board of Directors. According to the March 2016 proxy statement, members of the Board receive annual compensation ranging from $305,000 to $330,000 for their service on the ~~information~~Board.
Yet it does not appear that these members of the Board are required to attend any meetings or even participate in conference calls. Nor is it clear precisely what work, if any, is performed by any individual member of the Board.
Given this extraordinarily generous compensation provided ~~by our company~~ to ~~evaluate goals~~the members of the Board, is it any surprise that these same members have approved extraordinarily generous compensation for senior executives of DuPont? Can we just view this back and ~~objectives,~~forth between the Board and ~~we, therefore, have a strong interest in full disclosure~~senior executives as simply that of ~~our company's lobbying to assess whether it~~“one hand washing the other?”
Not surprisingly, virtually nothing is ~~consistent with its expressed goals and~~said in the ~~best interests of shareholders and long-term value.~~
~~Resolved:~~proxy statement regarding how the ~~shareowners~~employees of DuPont ~~request~~— those who are not executives — are compensated. This failure is no surprise given that over the past several years employees have been granted the most minimal of wage increases — averaging about 2% — and have experienced the gutting of their pension plan.
This proposal seeks to have the Board ~~authorize~~address these issues of compensation, issues involving not just the ~~preparation~~compensation of ~~a report, updated annually, disclosing:~~
1.
~~Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications.~~

2.
~~Payments by DuPont used for (a) direct or indirect lobbying or (b) grassroots lobbying communications,~~executives, but also how executives are compensated in ~~each case including the amount~~relation to how non- executive employees of ~~the payment and the recipient.~~

3.
~~DuPont's membership in and payments to any tax-exempt organization that writes and endorses model legislation.~~
this company are compensated.
If youAGREE with this proposal, please mark your proxyFOR this resolution.
76
Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders
65
~~Table of Contents~~
Proposal 4 5 Stockholder Proposal on ~~Lobbying~~Executive Compensation Report "
4.
~~Description of the decision making process and oversight by management and the Board for making payments described in sections 2 and 3 above.~~
For purposes of this proposal, a "grassroots lobbying communication" is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. "Indirect lobbying" is lobbying engaged in by a trade association or other organization of which DuPont is a member.
~~Both "direct and indirect lobbying" and "grassroots lobbying communications" include efforts at the local, state and federal levels.~~
~~The report shall be presented to the Audit Committee~~ Position of the Board ~~or other relevant oversight committees and posted on DuPont's website.~~
~~Stockholder's Statement~~
As shareholders, we encourage transparency and accountability in the use of staff time and corporate funds to influence legislation and regulation both directly and indirectly. We believe such disclosure is in shareholders' best interests. DuPont is a member of the American Chemistry Counsel (ACC), which spent $12.25 million lobbying in 2013. DuPont's lobbying through the ACC is controversial ("The Cancer Lobby,"~~New York Times~~, October 6, 2012). DuPont does not comprehensively disclose its trade association memberships or payments on its website. Absent a system of accountability, company assets could be used for objectives contrary to DuPont's long-term interests.
DuPont spent approximately $10.2 million in 2013 on direct federal lobbying activities (opensecrets.org), and is one of 30 companies that paid lobbyists more than it paid in taxes for 2008-2010 (Forbes). DuPont's lobbying around genetically modified organism labeling has drawn scrutiny ("U.S. GMO Labeling Foes Triple Spending in First Half of This Year over 2013,"~~Reuters~~, Sept. 3, 2014). The federal lobbying figure does not include lobbying expenditures to influence legislation in states, where DuPont also lobbies. DuPont spent $3.8 million in Washington on a single ballot initiative in 2013, and $5.4 million on a single initiative in California in 2012 (votersedge.org).

~~POSITION OF THE BOARD OF DIRECTORS~~

~~The Board~~ of Directors ~~recommends that you vote "AGAINST" this proposal~~

DuPont's business operations are directly impacted by extensive federal and state laws and regulations in environmental, tax, trade and other areas of importance to the Company. It is essential for DuPont to be involved in the political process by making prudent political contributions consistent with business objectives and in compliance with all federal, state and local laws.

The Company's policy on political activity is posted on its website at the Investor Center under "Corporate Governance." We will not make corporate contributions to federal candidates, and will make corporate contributions to state and local candidates only where legally permitted under state and local rules. We will make corporate contributions to political committees or other entities only to the extent allowed under applicable law. We will not use corporate funds to communicate to the general public advocating the election or defeat of political candidates. Our Corporate Governance Committee and a committee composed of senior management chaired by our Vice President, Government Affairs, provide oversight regarding these matters to ensure continued alignment with our core values and business strategies.

The Company reports contributions and other spending as required by both federal and state laws. The Company's employee Code of Conduct, which is available on its website at dupont.com, also addresses political contributions and activities. The Company is committed to complying with all applicable lobbying laws, including those relating to registration and reporting. At the federal level, the Company publicly reports its lobbying activities, including expenditures, subject matters lobbied and identification of those employees who lobby on the Company's behalf. Third parties that lobby on behalf of DuPont separately report. These disclosures are publicly available on the House and Senate lobby disclosure websites.

POSITION OF THE BOARD OF DIRECTORS

The Board of Directors recommends that you vote “AGAINST” this proposal”

The Board of Directors shares the underlying objective for the Company’s compensation policy and programs is to be linked to business and individual performance and shareholder value. Our compensation programs for all employees reflect competitive positioning, internal equity, and the value the individual brings to the position. The Board believes that the objective of this proposal is being addressed through the engaged oversight and work of the Human Resources and Compensation Committee as described in the Compensation Discussion and Analysis (“CD&A”) set forth on pages 31-47 of this Proxy Statement.

The Securities and Exchange Commission has adopted extensive rules that provide for expanded disclosure of compensation-related information and additional transparency. In complying with these rules, the Company has fully disclosed the relevant details of its executive compensation practices in this Proxy Statement so that stockholders may evaluate those practices. The Board’s executive compensation practices are the result of the comprehensive process outlined in the CD&A above. That process requires the Committee to make many interrelated decisions and consider numerous competing interests. The Committee goes to great lengths to illustrate its pay for performance approach to executive compensation on pages 36-40 of the CD&A. In addition, stockholders have the right to vote, on an advisory basis, on the executive compensation disclosed in this Proxy Statement.

Last year, shareholders who voted approved the compensation of our NEOs. The support is not only a reflection of our executive compensation disclosure and transparency, but also our strong culture of corporate governance. Ten of the eleven Board members, and all committee members, are independent under the Board’s Corporate Governance Guidelines and applicable regulatory and listing standards. In 2016, 12 meetings of the Board were held. Each director attended at least 89% of the aggregate number of meetings of the Board and the committees of the Board on which the director served. Attendance at these meetings averaged 97% among all directors in 2016.

For the foregoing reasons, the Board believes that the report requested by the proposal is not necessary.

Annually, the Company discloses the identity of recipients of political contributions or expenditures made by DuPont, the amount contributed and the date on which it was made during the prior calendar year. For


PROPOSAL 5.	*The Board of Directors recommends that you vote “AGAINST” this proposal.*
STOCKHOLDER PROPOSAL ON EXECUTIVE COMPENSATION REPORT
AGAINST		~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 77

~~Table of Contents~~

~~Proposal 4~~ ~~Stockholder Proposal on Lobbying~~

purposes of this report, the term "political contributions and expenditures" includes payments made to (i) individual candidates, (ii) party committees; (iii) Political Action Committees ("PACs"); (iii) Leadership PACs; (iv) ballot issue groups (state or federal); or (v) any 527 organizations. This term does not apply to money spent on lobbying or to charitable donations. This annual report includes a separate section reporting the total aggregate amount spent on lobbying at the federal and state levels.

DuPont is a member of various industry organizations and trade associations (Associations) to which we pay dues. Our participation in trade associations is based on issues and concerns affecting our company. Associations may engage in political activity to the extent permitted by law. DuPont does inquire and makes a reasonable effort to obtain from the Associations what portion of the Company's dues or payments are used for political expenditures or contributions that if made directly by DuPont would not be deductible under Section 162(e)(1) of the Internal Revenue Code. The Company reports such amounts on its website.

~~For the foregoing reasons, the Board of Directors believes that the report requested by the Proposal is unnecessary.~~



~~PROPOSAL 4.~~ 66					*~~The Board of Directors recommends that you vote "AGAINST" this proposal:~~*
~~STOCKHOLDER~~ ~~PROPOSAL ON~~ ~~LOBBYING~~ ~~AGAINST~~

Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders

~~Table of Contents~~

STOCKHOLDER PROPOSALS

~~STOCKHOLDER~~
~~PROPOSALS~~

The Board welcomes open dialogue on the topic presented in the following stockholder proposal. This proposal may contain inaccurate assertions or other errors, which the Board has not attempted to correct. However, the Board has thoroughly considered the proposal and recommends a vote as set forth below.

~~Proposal~~ 5PROPOSAL STOCKHOLDER PROPOSAL ON ~~GROWER~~
~~COMPLIANCE~~
ACCIDENT RISK REDUCTION REPORT

The ~~Sisters of Charity of Saint Elizabeth, P.O. Box 476, Convent Station, New Jersey 07961,~~United Steelworkers, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union (USW), Five Gateway Center, Pittsburgh, PA owner of 300 shares of DuPont common stock; Sisters of St. Dominic of Caldwell New Jersey, 40 South Fullerton Ave., Montclair, New Jersey 07042, owner of 100 shares of DuPont common stock; The Sisters of St. Francis of Philadelphia, 609 South Convent Road, Aston, Pennsylvania 19014, owners of 17,395 shares of DuPont common stock; Benedictine Sisters of Virginia, Saint Benedict Monastery, 9535 Linton Hall Road, Bristow, Virginia 20136, owner of 1,000 shares of DuPont Common Stock; Benedictine Sisters of Baltimore, Emmanuel Monastery, 2229 West Joppa Road, Lutherville, Maryland 21093, owner of 150 shares of DuPont common stock; CHE Trinity Health, 20555 Victor Parkway, Livonia, MI 48152, owner of $2000 worth of share of DuPont common stock; and the Society of the Holy Child Jesus — American Province, 1341 Montgomery Avenue, Rosemont, PA 19010, owner of 1,250 shares of DuPont common stock, have given notice that they will introduce the following resolution and statement in support thereof:

~~RESOLVED:~~ Shareholders request a comprehensive report by a committee of independent directors of the Board on how DuPont is monitoring herbicide utilization and grower compliance with best practices and adherence to "technology use agreements" (TUAs) with its seed products. Shareholders request the report, at reasonable expense and omitting proprietary information, be completed within one year of the shareholder meeting.

~~Stockholders' Statement~~

DuPont's product use guides stipulate requirements for growers using insect resistant and herbicide resistant seeds, but indicate no repercussions to the grower, or to DuPont, for non-compliance with either weed or insect management best practices.

DuPont has compliance guides for insect resistance management (IRM). While the guides state that compliance with IRM is a contractual obligation, there appears to be no mechanism for monitoring grower compliance. Integrated Pest Management (IPM) and resistance monitoring are essential for assuring long-term effectiveness of Bt corn (Cullen, Gray, Gassmann and Hibbard http://www.ingentaconnect.com/content/esa/jipm/2013/00000004/00000003/art00003)

~~The evolution of herbicide-resistant weeds poses a significant challenge to current-weed management practices; DuPont recognizes increased weed resistance:~~~~in 29 states and two Canadian provinces~~~~. (https://www.pioneer.com/home/site/us/agronomy/weed-mgmt-and-glyphosate-resis/).~~

~~Weed resistance is in part the result of herbicide overuse, i.e. noncompliance with best weed management practices.~~

According to Weed Science, 10/30/2014, "There are currently 437 unique cases (species × site of action) of herbicide resistant weeds globally, with 238 species (138 dicots and 100 monocots). Weeds have evolved resistance to 22 of the 25 known herbicide sites of action and to 155 different herbicides. Herbicide resistant weeds have been reported in 84 crops in 65 countries. Their international survey website has 1933 registered users and 441 weed scientists have contributed new cases of herbicide resistant weeds." The reality is highlighted on its website, http://www.weedscience.org/summary/home.aspx:

Beyond weed resistance, "The prevalence of glyphosate-tolerant crops has contributed to the high rates of glyphosate contamination in the environment. In 2002, the U.S. Geological Survey (USGS) collected 154 water samples from 51 streams in nine Midwestern states and glyphosate was detected in 36% of the samples, and aminomethylphosphonic acid or AMPA (a degradation product of glyphosate) was detected in 69% of the samples." (http://www.beyondpesticides.org/dailynewsblog/?p=8239)

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 79

~~Table of Contents~~

~~Proposal 5 Stockholder Proposal on Grower Compliance~~ ~~Position of the Board of Directors~~

A~~2012 study~~ found that Roundup, in sublethal and environmentally relevant concentrations, caused further-reaching effects on nontarget species than previous considered. http://www.esajournals.org/doi/abs/10.1890/11-0189.1

~~Indicators of corporate concern regarding herbicide use include:~~

~~•••~~

Sysco Corporation, which supplies Wendy's, Applebee's, and other restaurant providers, has established an Integrated Pest Management (IPM) Program that in its first three years reduced herbicide use by nearly 900,000 pounds. Sysco's program requires its suppliers to prepare IPM programs and employs third party auditors.

~~•••~~

~~McDonald's has begun a process of gathering and disseminating information on best management practices for herbicide use reduction in its potato supply chain.~~

~~•••~~

~~Unilever has a goal to sustainably source 100% of its agricultural raw materials by 2020. One sourcing indicator includes reducing the use of herbicides.~~

~~POSITION OF THE BOARD OF DIRECTORS~~

~~The Board of Directors recommends that you vote "AGAINST" this proposal~~

The Board of Directors agrees that identification of and comprehensive disclosure of potential liabilities and trends and uncertainties facing the Company is of critical importance to stockholders and other constituencies. The Company currently has in place an extensive system of controls and procedures designed to ensure that issues are surfaced and addressed. The Board therefore believes that the concerns raised in the proposal are already being satisfied.

The Company is dedicated to the development of new products benefiting society and the environment, and is committed to ensuring the safety of the products it offers. The Company conducts significant testing on new products before they are brought to the marketplace.

Under the leadership of the Product Stewardship Council and associated product stewardship teams and networks throughout the Company, DuPont's ongoing product stewardship efforts are designed to assure that the Company's products remain safe and appropriate for use, and that any potential concerns regarding products are identified and addressed in a timely manner. Product stewardship reviews are conducted on a regular basis by all businesses. Data collected by the Company in any post-market monitoring is integrated fully into the product stewardship process. For example, any significant change in use, regulations or risk information may trigger a new review of the product. The Board's Environmental Policy Committee and a committee composed of senior management provide oversight regarding these matters.

~~Additionally, herbicide and insecticide use studies and surveys are currently available through a variety of independent and government sources. For example,PG Economics~~ annually prepares a report on the environmental implications of genetically modified crops that includes data on pesticide use, including herbicides and insecticides. The U.S. Department of Agriculture~~Economic Research Service~~ (USDA-ERS) also offers summaries of insecticide and herbicide use data. The Company subscribes to multiple farmer market research surveys, which capture reported on-farm use and practices, as well as sales and use summaries from the leading consultants in this area, Phillips McDougall. The BioFortified.org website, an independent educational organization started by university researchers, catalogues thousands of studies about topics related to biotechnology, including research into the~~safety of glyphosate~~.

The Company's scientists have extensive experience with the science related to the development of resistance to pest management practices. Company experts conduct and review the latest science, and participate in industry forums and technical task forces globally to develop and communicate applicable best management tools to growers.

The Environmental Protection Agency (EPA) governs the use, sale and labeling of pesticides, including herbicides. An herbicide must first meet a stringent set of regulatory requirements before it is "registered" by the EPA and before it can be distributed or sold in the United States. The EPA sets the conditions for use of the product and requires the conditions be placed in labeling instructions that a user must follow. Finally, as part of a "re-registration process", the EPA formally reevaluates registered products to determine if it should continue allowing their use.

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~~Proposal 5 Stockholder Proposal on Grower Compliance~~ ~~Position of the Board of Directors~~

DuPont is committed to working with industry associations and farmers to help them have access to a wide range of herbicide products, and the best available information to successfully manage weeds. DuPont proactively delivers weed management information to crop producers to assist them in managing their crops to their fullest potential. In addition, DuPont is a member of the Weed Science Society of America (WSSA) and the Herbicide Resistant Action Committee (HRAC) who have developed educational materials to help manage and prevent resistance and encourages the use of sustainable best management practices.

~~DuPont also supports the WSSA best management practices for herbicide resistance management described inReducing the Risks of Herbicide Resistance: Best Management Practices and Recommendations~~ (~~Norsworthy et al., Weed Sci. 2012, Special Issue: 31-62~~).

Intensive, long-term use of any single management strategy can lead to the development of resistant weeds. However, integrated management practices can minimize this risk, while at the same time providing growers with a more consistent, effective, and sustainable weed management program. DuPont recommends growers employ these best management practices in addition to following all label requirements related to herbicide use. These efforts are working. For example, the Agricultural Biotechnology Stewardship Technical Committee, a consortium of Bt corn registrants, including DuPont, submits an annual Compliance Assurance Program report to the U.S. Environmental Protection Agency describing industry-coordinated compliance assurance efforts for Bt traits. The Compliance Assurance Program includes on-farm refuge assessments, an online survey and insect resistance management education and awareness. The 2013 Compliance Assurance Program (CAP) results showed increases in the number of farmers planting the required refuge or products with integrated refuge.

~~For the foregoing reasons, the Board believes that the report requested by the proposal is not necessary.~~



~~PROPOSAL 5.~~				*~~The Board of Directors recommends that you vote "AGAINST" this proposal:~~*
~~STOCKHOLDER~~ ~~PROPOSAL ON~~ ~~GROWER~~ ~~COMPLIANCE~~
~~AGAINST~~

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ 81

~~Table of Contents~~


	~~STOCKHOLDER~~ ~~PROPOSALS~~				The Board welcomes open dialogue on the topic presented in the following stockholder proposal. This proposal may contain inaccurate assertions or other errors, which the Board has not attempted to correct. However, the Board has thoroughly considered the proposal and recommends a vote as set forth below.

~~Proposal~~ 6 ~~STOCKHOLDER PROPOSAL ON PLANT CLOSURES~~

~~The International Brotherhood of DuPont Workers, P.O. Box 10, Waynesboro, VA, 22980, owner of 60~~ shares of DuPont common stock, has given notice that it will introduce the following resolution and statement in support thereof:

RESOLVED: ~~That the stockholders~~Shareholders of ~~E.I. DuPont De~~E. I. Du Pont de Nemours &and Company ~~assembled in annual meeting and by proxy, hereby request that~~(DuPont) urge the Board of Directors consider the following nonbinding proposal: That it create a committee, with members drawn from the employee work force of DuPont, the union leadership of DuPont, the management of DuPont, and any necessary independent consultants, to report by the 2018 annual meeting, at reasonable cost and excluding proprietary and personal information, on the steps DuPont has taken to reduce the ~~Board~~risk of ~~Directors regarding:~~

~~(1)~~

accidents. The ~~impact~~report should describe the Board’s oversight of Process Safety Management, staffing levels, inspection and maintenance of facilities and other equipment.

Stockholders’ Statement

On November 14, 2014, the DuPont Crop Protection unit in LaPorte, TX had an accidental leak of 24,000 pounds of the toxic gas methyl mercaptan that claimed the lives of four DuPont employees. In 2010, one worker was killed when a steel hose carrying phosgene gas burst in Belle, WV and later that year, a welder perished in an explosion at the Buffalo, NY facility.

The financial fallout from these accidents was also significant. DuPont had initial fines totaling $372,000 issued by OSHA for the LaPorte accident. The Company also was initially fined $43,000 in the Belle fatality and $61,500 for the fatality in Buffalo (this fine was eventually reduced to ~~communities~~$49,000).

From January 2010 through June 2015, DuPont has had nearly $850,000 in initial OSHA fines for 97 violations — most categorized as ‘Serious’, with a ~~result~~number listed as ‘Willful’ and ‘Repeat. In July 2015, DuPont LaPorte was placed in the “severe violator enforcement program” by OSHA where it will remain for the next three years.

An important segment of ~~DuPont's action in laying off mass numbers of employees, selling~~DuPont’s revenue is its ~~plants~~workplace safety consulting business — DuPont Sustainable Solutions. Therefore, it is troubling from a reputational standpoint when an OSHA assistant director stated, “DuPont promotes itself as having a‘world-class safety’ culture and even markets its safety expertise to other employers, but these four preventable workplace deaths and ~~closing its plants.~~

~~(2)~~

~~Alternatives that can be developed to help mitigate~~ the ~~impact~~very serious hazards we uncovered at this facility are evidence of ~~such actions in the future.~~

~~Stockholder's Statement~~ a failed safety program.”

In ~~just~~its September 2015 interim investigation report on the ~~last 3 years,~~LaPorte fatalities, the Chemical Safety and Hazard Investigation Board (CSB) recommended the Company address several key Health and Safety issues:

Inherently Safer Design Review

Ensure Manufacturing Building is Safe for Workers

Ensure Relief System Design is Safe for Workers and the Public

Perform More Robust Process Hazard Analysis

Ensure Active Workforce Participation

Public Transparency and Accountability

The CSB safety recommendations — especially regarding public transparency and accountability are critical for DuPont’s shareholders. Our company currently challenges shareholders to a wide-ranging search of reports and websites to find some of the relevant material requested by Proponents. We believe our approach to public reporting simplifies this matter to the benefit of all shareholders.

While DuPont ~~has closed, sold or sharply reduced the size of~~frequently assures shareholders that safety is a ~~great number of its plants across the United States.~~

~~These actions include — but are in no way limited to —~~“Core Value”, the recent ~~sale~~fatal accidents, coupled with many other violations indicate an alarming pattern that must be altered. The threat of ~~its factory in Louisville, Kentucky~~another catastrophic event is a significant and ~~its factory in Nashville, Tennessee. Just over~~material risk for shareholders, which requires a ~~year ago, over 200 employees from the Richmond, Virginia plant were laid off, replaced with low wage contract employees.~~higher level of transparency than currently exists.

~~Many thousands of other workers have been or will be impacted by the spin-off of the performance chemicals unit, resulting in many layoffs, plant sales or outright closures of plants.~~

Employees who lose their jobs as a result of these actions typically have upward of 30 years of service with DuPont. The amount of their pension is drastically reduced with the termination of their employment from DuPont, even if they are hired by the company that purchases the factory.

~~Also, as a result of recently enacted changes by DuPont, the cost of retiree health insurance has skyrocketed, and is far more than it is for employees.~~

~~As far as securing other employment, that is next to impossible for someone over 50 years of age who has worked in a factory all his life.~~

This combination of job loss, pension reduction and health insurance cost increase can be devastating not just to the former employee, but to the community in which he resides, shops in and pays taxes.

There are other equally substantial costs for the community in which the plants are located. Where DuPont has closed its plants, there often are environmental issues that make it difficult for the site to be put to any real productive use. The buildings simply remain (with the DuPont logo removed, of course), undergoing gradual deterioration. Think about it — would you like to live or run a business near a vacated DuPont factory? Would anyone?

For this reason, it is important that attention be paid to the impact these actions on the communities in which the plants are located and how best to mitigate their impact. This is particularly true given the close relationship between DuPont and the communities where it has been operating for upward of 50 or more years.

~~If you AGREE, please mark your proxy FOR this resolution.~~

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~~Proposal 6 Stockholder Proposal on Plant Closures~~ ~~Position of the Board of Directors~~

~~POSITION OF THE BOARD OF DIRECTORS~~

~~The Board of Directors recommends that you vote "AGAINST" this proposal~~

The Board of Directors shares the proponent's desire to minimize the potential impact on employees and communities where a plant reduction, sale or closure occurs. In the limited circumstances where reduction, sale or closure of a DuPont facility has been necessary, the Company has worked closely with local community leaders, union representatives and other affected parties to address concerns. The Board believes it already receives appropriate information about plant closings, sales and reductions and therefore believes the proposed report to the Board is unnecessary.

DuPont provides a wide range of resources and benefits to employees impacted by a plant closure or reduction. Employment opportunities at other DuPont facilities are communicated to employees so they can apply for such positions if they wish to continue their employment with the Company at another location. Employees may also be redeployed within the Company if employment needs exist. If employees do not have the opportunity to continue employment with DuPont or the buyer of Company assets, the Company offers a comprehensive separation package, including, among other benefits, Career Transition Financial Assistance, which currently provides termination benefits equal to one month's pay for each two (2) years of service, with a minimum benefit of two (2) months pay and a maximum of twelve (12) months pay. In addition, outplacement assistance, education and retraining grants of up to $5,000 per employee and continuation of medical, dental and life insurance benefits are provided for one year. Employees who participate in the pension plan may be eligible, based on age and years of service, for early retirement benefit.

It is the Company's practice to provide the community affected by a plant closure, sale or reduction with significant advance notice of the decision, and to communicate and work closely with community leaders to help minimize any impact the reduction or closure may have on the community at large.

~~For the foregoing reasons, the Board believes that the report requested by the proposal is not necessary.~~

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~~PROPOSAL 6.~~

Proxy Statement for 2017 Annual Meeting of Stockholders

Proposal 6 Stockholder Proposal on Accident Risk Reduction Report " Position of the Board of Directors


POSITION OF THE BOARD OF DIRECTORS *The Board of Directors recommends that you vote ~~"AGAINST"~~“AGAINST” this ~~proposal:~~*proposal
~~STOCKHOLDER~~ ~~PROPOSAL ON~~ ~~PLANT CLOSURES~~
~~AGAINST~~

~~Proxy Statement for 2015 Annual Meeting~~

DuPont agrees that the safety of ~~Stockholders~~ 83

~~Table of Contents~~


	~~STOCKHOLDER~~ ~~PROPOSALS~~				its operations is critical to its employees, community and the Company. DuPont’s business operations are subject to extensive federal and state safety laws and regulations, and the Company currently has in place extensive systems and procedures designed to ensure continuous improvement in the Company’s safety performance. The Board ~~welcomes open dialogue on~~of Directors therefore believes that the ~~topic presented~~concerns raised in the ~~following stockholder proposal.~~proposal are already being addressed. Safety and health are core values for DuPont, and the Company is committed to continuously improving its practices in these areas. For example, DuPont participates in the American Chemistry Council’s Responsible Care program. This ~~proposal may contain inaccurate assertions or other errors, which~~program is a comprehensive health, safety, security and environmental performance improvement initiative. As a part of this program, Responsible Care companies commit to systematic, continuous improvement in process safety. DuPont undergoes certification by an independent, accredited auditor to assure the Responsible Care structure and system are in place to measure, manage and verify performance. The Board of Directors, including the Chief Executive Officer, is informed about pertinent safety and health issues. The Company’s safety systems and policies are in place and actions are taken to implement these policies. The Environmental Policy and Safety Committee assists the Board ~~has not attempted~~of Directors in fulfilling its oversight responsibilities by assessing the effectiveness of programs and initiatives that support the Safety, Health and Environment, Product Stewardship, and Sustainability programs of the Company. Safety is intrinsic to ~~correct. However,~~the Company’s operations. The Company already makes safety and health data available in several different contexts. The Company publicly reports worker safety and process safety data via the Responsible Care website. Safety and health performance data is also provided in the Company’s Global Reporting Initiative Report, which is available on its website at dupont.com. Corporate and site level safety and health statistics are also shared with Company employees. The Company must balance transparency on safety and health matters with the need to safeguard proprietary information that is central to the Company’s operations. Public reporting of information regarding process safety management oversight, inspection and maintenance of Company facilities, and staffing levels, as is suggested by the proposal, could provide an advantage to the Company’s competitors. For the foregoing reasons, the Board ~~has thoroughly considered~~believes that the report requested by the proposal ~~and recommends a vote as set forth below.~~
					is not necessary.

~~Proposal~~ 7 ~~STOCKHOLDER PROPOSAL TO REPEAL~~
~~CERTAIN BYLAWS ADOPTED WITHOUT~~
~~STOCKHOLDER APPROVAL~~

Trian, beneficial holder of an aggregate of 2.7% of the DuPont Common Stock, has given formal notice that it intends to introduce the following resolution for action at the 2015 Annual Meeting, which would allow stockholders of the Company to amend or repeal any amendments to the Bylaws unilaterally adopted by the Board without stockholder approval subsequent to August 12, 2013. Adoption of this proposal requires the affirmative vote of a majority of the shares present in person or represented by proxy. Adoption of the Trian Proposal would have the effect of repealing any provisions or amendments of the bylaws adopted without stockholder approval after August 12, 2013 and prior the company's 2015 Annual Meeting.

~~Trian Proposal~~

RESOLVED, that each provision or amendment of the bylaws of E. I. du Pont de Nemours and Company (the "Company") adopted by the Board of Directors of the Company (and not by the Company's stockholders) subsequent to August 12, 2013 and prior to the approval of this resolution be, and hereby is, repealed, effective as of the time this resolution is approved by the Company's stockholders.

~~Statement in Opposition of the Trian Proposal~~

~~The Board of Directors recommends that stockholders vote AGAINST the Trian Proposal for the following reasons:~~

Trian's proposal seeks to repeal any provisions or amendments of the company's bylaws adopted without stockholder approval after August 12, 2013 and prior to the company's 2015 Annual Meeting, without regard to the subject matter of any bylaw provisions or amendment in question.

~~No provisions or amendments to the company's bylaws have been adopted subsequent to August 12, 2013.~~ While the Board does not currently expect to adopt any amendments to the bylaws prior to the company's 2015 Annual Meeting, the Board could determine prior to the Annual Meeting that an amendment is necessary and in the best interest of the stockholders. The Board believes that the automatic repeal of any bylaw amendment, irrespective of its content, duly adopted by the Board (whether with or without stockholder approval) could have the effect of repealing one or more properly adopted bylaw amendments that the Board determined to be in the best interests of the company and its stockholders and adopted in furtherance of its fiduciary duties, including in response to future events not yet known to the company. Furthermore, as a public company subject to the federal proxy rules, it might be impracticable — if not impossible — for the company to obtain stockholder approval for a necessary bylaw amendment within a timeframe necessary to serve the best interests of the company and its stockholders.

As the Board is fully empowered by its corporate documents and Delaware law to alter, amend, repeal or add provisions to the company's bylaws in accordance with its fiduciary duties and no provision of the company's bylaws is expected to be impacted by the Trian Proposal, we believe this proposal represents no purpose other than to limit Board actions otherwise permitted by the company's governing documents and Delaware law.

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~~Proposal 7 Stockholder Proposal to Repeal Certain Bylaws Adopted Without Stockholder Approval~~ ~~Position of the Board of Directors~~

~~For these reasons, the Board urges stockholders to vote AGAINST the Trian Proposal.~~

Other Matters. The Board of Directors knows of no other proposals that may properly 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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Proxy Statement for 2017 Annual Meeting of Stockholders

Proxy Statement ~~Cost of Solicitation.~~" We will bear the cost of the solicitation of proxies by the Company. In addition to mail and e-mail, proxies may be solicited personally, via the Internet or by telephone or facsimile, by a few of our regular employees without additional compensation. We will reimburse brokers and other persons holding stock in their names, or in the names of nominees, for their expenses for forwarding proxy materials to principals and beneficial owners and obtaining their proxies. As a result of the potential proxy solicitation by Trian, we may incur additional costs in connection with our solicitation of proxies. We have hired Innisfree M&A Incorporated ("Innisfree"), 501 Madison Avenue, 20th Floor, New York, NY 10022 to assist us in the solicitation of proxies for a fee of up to $2,000,000 plus out-of-pocket expenses. Innisfree expects that approximately 200 of its employees will assist in the solicitation. Our expenses related to the solicitation of proxies from stockholders this year will significantly exceed those normally spent for an Annual Meeting. Such costs are expected to aggregate approximately $[·], exclusive of any potential litigation costs in connection with the Annual Meeting. These additional solicitation costs are expected to include the fee payable to our proxy solicitor; fees of outside counsel and financial and other advisors to advise the Company in connection with a contested solicitation of proxies; increased mailing costs, such as the costs of additional mailings of solicitation material to stockholders, including printing costs, mailing costs and the reimbursement of reasonable expenses of banks, brokerage houses and other agents incurred in forwarding solicitation materials to beneficial owners of our common stock, as described above; and possibly the costs of retaining an independent inspector of election. To date, we have incurred approximately $[·~~] of these solicitation costs.~~ Forward Looking Statements

~~FORWARD-LOOKING~~

FORWARD LOOKING STATEMENTS

This proxy statement contains “forward-looking statements” within the meaning of the federal securities laws, including Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. In this context, forward-looking statements ~~which may be identified~~often address expected future business and financial performance and financial condition, and often contain words such as “expect,” “anticipate,” “intend,” “plan,” “believe,” “seek,” “see,” “will,” “would,” “target,” similar expressions, and variations or negatives of these words.

Forward-looking statements by their ~~use of words like "plans," "expects," "will," "believes," "intends," "estimates," "anticipates" or other words of similar meaning. All statements~~nature address matters that ~~address expectations or projections about the future, including~~are, to different degrees, uncertain, such as statements about the ~~company's strategy for growth, product development, regulatory approval, market position,~~consummation of the proposed merger of equals transaction with The Dow Chemical Company (the “DowDuPont Merger”) and the proposed transaction with FMC Corporation (“FMC”) in which, among other things, FMC will acquire a portion of DuPont’s crop protection business (the “Divested Ag Business”) and DuPont will acquire substantially all of FMC’s Health and Nutrition business (the “Acquired H&N Business”) and the anticipated benefits thereof. These and other forward-looking statements, including the failure to consummate the DowDuPont Merger or the proposed transaction or to make or take any filing or other action required to consummate such transactions in a timely manner or at all, are not guarantees of ~~recent acquisitions, timing of anticipated benefits~~future results and are subject to risks, uncertainties and assumptions that could cause actual results to differ materially from ~~restructuring actions, outcome of contingencies, such as litigation and environmental matters, expenditures and financial results, are forward looking~~those expressed in any forward-looking statements. Forward-looking statements are not guarantees of future performance and are based on certain assumptions and expectations of future events which may not be realized. Forward-looking statements also involve risks and uncertainties, many of which are beyond the ~~company's~~company’s control. Some of the important factors that could cause the ~~company's~~company’s actual results to differ materially from those projected in any such forward-looking statements are: fluctuations in energy and raw material prices; failure to develop and market new products and optimally manage product life cycles; ability to respond to market acceptance, rules, regulations and policies affecting products based on ~~biotechnology;~~biotechnology and, in general, for products for the agriculture industry; outcome of significant litigation and environmental ~~matters;~~matters, including realization of associated indemnification assets, if any; failure to appropriately manage process safety and product stewardship issues; changes in laws and regulations or political conditions; global economic and capital markets conditions, such as inflation, interest and currency exchange rates; business or supply disruptions; security threats, such as acts of sabotage, terrorism or war, natural disasters and weather events and ~~natural disasters;~~patterns which could affect demand as well as availability of products for the agriculture industry; ability to protect and enforce the ~~company's~~company’s intellectual property rights; successful integration of acquired businesses and separation of underperforming or non-strategic assets or ~~businesses~~businesses; and ~~successful~~risks related to the DowDuPont Merger Transaction and the proposed transaction. These risks include, but are not limited to, (i) the completion of the DowDuPont Merger and the proposed ~~spin-off~~transaction on anticipated terms and timing, including obtaining regulatory approvals, anticipated tax treatment, unforeseen liabilities, future capital expenditures, revenues, expenses, earnings, synergies, economic performance, indebtedness, financial condition, losses, future prospects, business and management strategies for the management, expansion and growth of the ~~Performance Chemicals segment~~new combined company’s or the Acquired H&N Business and other conditions to the completion of the DowDuPont Merger and the proposed transaction, (ii) the possibility that the DowDuPont Merger and the proposed transaction may not close, including because the various approvals, authorizations and declarations of non-objections from certain regulatory and governmental authorities with respect to either the DowDuPont Merger or the proposed transaction may not be obtained, on a timely basis or otherwise, including that these regulatory or governmental authorities may not approve of FMC as an acceptable purchaser of the Divested Ag Business in connection with the proposed transaction or may impose conditions on the granting of the various approvals, authorizations and declarations of non-objections, including requiring the respective Dow, DuPont and FMC businesses, including the Acquired H&N Business (in the case of DuPont) and the Divested Ag Business (in the case of FMC), to divest certain assets if necessary to obtain certain regulatory approvals or otherwise limiting the ability of the combined company to integrate parts of the Dow and DuPont businesses and/or the DuPont and Health and Nutrition businesses, (iii) the ability of DuPont to integrate the Acquired H&N Business successfully and to achieve anticipated synergies, (iv) potential litigation or regulatory actions relating to the DowDuPont Merger or the proposed transaction that could be instituted against DuPont or its directors, (v) the risk that disruptions from the DowDuPont Merger or the proposed transaction will harm DuPont’s business, including current plans and operations, (vi) the ability of DuPont to retain and hire key personnel, (vii) potential adverse reactions or changes to business relationships resulting from the announcement or completion of the DowDuPont Merger or the

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Proxy Statement for 2017 Annual Meeting of Stockholders

Proxy Statement " Forward Looking Statements

proposed transaction, (viii) uncertainty as to the long-term value of DowDuPont common stock, (ix) continued availability of capital and financing and rating agency actions, (x) legislative, regulatory and economic developments, (xi) potential business uncertainty, including changes to existing business relationships, during the pendency of the DowDuPont Merger or the proposed transaction that could affect DuPont’s financial performance, (xii) certain restrictions during the pendency of the DowDuPont Merger or the proposed transaction that may impact DuPont’s ability to ~~fully realize the expected benefits~~pursue certain business opportunities or strategic transactions and (xiii) unpredictability and severity of catastrophic events, including, but not limited to, acts of terrorism or outbreak of war or hostilities, as well as management’s response to any of the aforementioned factors. These risks, as well as other risks associated with the DowDuPont Merger or the proposed ~~spin-off. The company undertakes~~transaction, are or will be more fully discussed in (1) DuPont’s most recently filed Form 10-K, 10-Q and 8-K reports, (2) DuPont’s subsequently filed Form 10-K and 10-Q reports and (3) the joint proxy statement/prospectus included in the Registration Statement filed with the SEC in connection with the DowDuPont Merger. Unlisted factors may present significant additional obstacles to the realization of forward looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on DuPont’s consolidated financial condition, results of operations, credit rating or liquidity. DuPont assumes no ~~duty~~obligation to ~~update~~publicly provide revisions or updates to any forward-looking statements, whether as a result of new information, future developments or ~~new information.~~otherwise, should circumstances change, except as otherwise required by securities and other applicable laws.

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~~Table of Contents~~

APPENDIX A TO ~~2015~~2017 PROXY STATEMENT

DIRECTOR NOMINATION PROCESS

The purpose and responsibilities of the Corporate Governance Committee, described in the ~~Committee's~~Committee’s Charter (available on our website atwww.dupont.com), include recommending to the Board nominees for election as directors. The ~~Committee's~~Committee’s members are independent under the ~~Board's~~Board’s Corporate Governance Guidelines and the NYSE standard.

The Committee considers potential candidates suggested by Board members, as well as management, stockholders and others. The Committee has engaged a director recruitment firm to assist in identifying and evaluating potential candidates.

The ~~Board's~~Board’s Corporate Governance Guidelines describe qualifications for directors. Directors are selected based on their integrity and character; sound, independent judgment; breadth of experience, insight and knowledge; business acumen; and significant professional accomplishment. Leadership skills, scientific or technology expertise, familiarity with issues affecting global businesses in diverse industries, prior government service, and diversity are among the relevant criteria, which will vary over time depending on the needs of the Board. Additionally, directors are expected to be willing and able to devote the necessary time, energy and attention to assure diligent performance of their responsibility.

When considering candidates for nomination, the Committee takes into account these factors to assure that new directors have the highest personal and professional integrity, have demonstrated exceptional ability and judgment and will be most effective, in conjunction with other directors, in serving the long-term interest of all stockholders. The Committee will not nominate for election as a director a partner, member, managing director, executive officer or principal of any entity that provides accounting, consulting, legal, investment banking or financial advisory services to DuPont.

The Committee will consider candidates for director suggested by stockholders, applying the factors for potential candidates described above and taking into account the additional information described below. Stockholders wishing to suggest a candidate for director should write to the Corporate Secretary and include:

~~•••~~

~~A statement that the writer is a stockholder of record (or providing appropriate support of ownership of DuPont stock);~~

~~•••~~

~~The name of and contact information for the candidate;~~

~~•••~~

~~A statement of the candidate's business and educational experience;~~

~~•••~~

~~Information regarding each of the factors described above in sufficient detail to enable the Committee to evaluate the candidate;~~

~~•••~~

A statement detailing any relationship between the candidate and any customer, supplier or competitor of DuPont or any other information that bears on potential conflicts of interest, legal considerations or a determination of the candidate's independence;

~~•••~~

~~Information concerning service as an employee, officer or member of a board of any charitable, educational, commercial or professional entity;~~

~~•••~~

~~Detailed information about any relationship or understanding between the proposing stockholder and the potential candidate; and~~

~~•••~~

~~A statement by the potential candidate that s/he is willing to be considered and to serve as a director if nominated and elected.~~

• • •

A statement that the writer is a stockholder of record (or providing appropriate support of ownership of DuPont stock);

• • •

The name of and contact information for the candidate;

• • •

A statement of the candidate’s business and educational experience;

• • •

Information regarding each of the factors described above in sufficient detail to enable the Committee to evaluate the candidate;

• • •

Information concerning service as an employee, officer or member of a board of any charitable, educational, commercial or professional entity;

• • •

Detailed information about any relationship or understanding between the proposing stockholder and the potential candidate; and

• • •

A statement by the potential candidate that s/he is willing to be considered and to serve as a director if nominated and elected.

Once the Committee has identified a prospective candidate, the Committee makes an initial determination as to whether to conduct a full evaluation of the candidate. This initial determination is based on whatever information is provided to the Committee with the recommendation of the prospective candidate, as well as the ~~Committee's~~Committee’s own knowledge of the prospective candidate. This may be supplemented by inquiries to the person making the recommendation or others. The preliminary determination is based primarily on the likelihood that the prospective nominee can satisfy the factors described above. If the Committee determines, in consultation with the Chair of the Board and other Board members as appropriate, that further consideration is warranted, it may gather additional information about the prospective ~~nominee's~~nominee’s background and experience.

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Proxy Statement for 2017 Annual Meeting of Stockholders

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The Committee also considers other relevant factors as it deems appropriate, including the current composition of the Board and specific needs of the Board to assure its effectiveness. In connection with this evaluation, the Committee determines whether to interview the prospective nominee. One or more members of the Committee and other directors, as appropriate, may interview the prospective nominee in person or by telephone. After completing this evaluation, the Committee concludes whether to make a recommendation to the full Board for its consideration.

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Proxy Statement for ~~2015~~2017 Annual Meeting of Stockholders ~~A-1~~

~~Table of Contents~~

APPENDIX B TO ~~2015~~2017 PROXY STATEMENT

RECONCILIATION OF NON-GAAP FINANCIAL MEASURES

(Dollars in millions, except per share amounts)

The 2017 Proxy Statement includes information that does not conform to U.S. generally accepted accounting principles (“GAAP”) and are considered non-GAAP measures. These measures include the company’s consolidated results and earnings per share on an operating earnings basis, which excludes significant items and non-operating pension and other postemployment employee benefit costs (operating earnings and operating EPS), total segment pre-tax operating earnings and business unit operating earnings. Management uses these measures internally for planning, forecasting and evaluating the performance of the company’s segments, including allocating resources and evaluating incentive compensation. From a liquidity perspective, management uses free cash flow, which is defined as cash provided/used by operating activities less purchases of property, plant and equipment. Free cash flow is useful to investors and management to evaluate the company’s cash flow and financial performance, and is an integral financial measure used in the company’s financial planning process. Management believes ~~the use of certain~~that these non-GAAP measures are meaningful to investors ~~because~~as they provide insight with respect to the ongoing operating results of the company and ~~additional metrics for use in~~provide a more useful comparison ~~to competitors.~~of year-over-year results. These non-GAAP measures ~~are not recognized in accordance with generally accepted accounting principles (GAAP)~~supplement our GAAP disclosures and should not be viewed as an alternative to GAAP measures of performance. ~~Furthermore, these measures may not be consistent with similar measures used by other companies.~~ Reconciliations of non-GAAP measures to GAAP are provided below.

~~Segment Sales:~~

Year ended December 31,
2014 2008

Segment Sales⁽¹⁾
$35,011 $26,499

Less: Performance Chemicals⁽²⁾
6,497 6,245

Less: Other
5 160

Total Segment Sales (excluding Performance Chemicals and Other)
$28,509 $20,094

~~(1)~~: ~~Segment sales include transfers.~~
~~(2)~~: ~~Prior periods reflect the reclassifications~~Reconciliation of ~~Viton® fluoroelastomers from Performance Materials to Performance Chemicals.~~

~~Segment Adjusted~~ Operating ~~Earnings:~~Earnings

Year ended December 31,
2014 2008

Segment PTOI (GAAP)⁽¹⁾
$6,356 $3,373

Less: Performance Chemicals PTOI⁽²⁾
913 619

Less: Other/Pharma PTOI
(391) 839

Less: Corporate Expenses⁽³⁾
572 479

Add: Significant Items (Benefit) Charge⁽⁴⁾
(444) 466

Segment Adjusted Operating Earnings (excluding Performance Chemicals and Other/Pharma)⁽⁵⁾ (Non-GAAP)
$4,818 $1,902

~~(1)~~: Segment PTOI is defined as income (loss) from continuing operations before income taxes excluding non-operating pension and other post-retirement employee benefit costs, exchange gains (losses), corporate expenses and interest.
~~(2)~~: ~~Prior periods reflect the reclassifications of Viton® fluoroelastomers from Performance Materials to Performance Chemicals.~~
~~(3)~~: Represents total corporate expenses excluding significant items, an estimate of DuPont Performance Coatings residual costs and an estimate for an amount that would be allocated to Performance Chemicals.
~~(4)~~: ~~Represents significant items included in Segment PTOI, excluding those related to Performance Chemicals and Other/Pharma.~~
~~(5)~~: ~~Segment adjusted operating margin (non-GAAP) is based on total segment sales and segment adjusted operating earnings, excluding Performance Chemicals and Other/Pharma.~~


*Year ended December 31,*	*2016*
Income from continuing operations before income taxes (GAAP)	$	3,265
Add: Significant items charge		519
Add: Non-operating pension and other postretirement employee benefit (OPEB) costs		40
Operating Earnings before income taxes (Non-GAAP)	$	3,824
Add: Corporate expenses		340
Add: Interest expense		370
Less: Net exchange losses		106
Segment Operating Earnings	$	4,640
Add: Net operating losses - Pharma/Nonaligned businesses		78
Add: Other adjustment		16
Business Unit Operating Earnings (Non-GAAP)	$	4,734

Reconciliation of Operating EPS

Year ended December 31,
2014 2013 2012

EPS from continuing operations (GAAP)
$3.90 $3.04 $2.59

Add: Significant items charge included in EPS
0.01 0.45 0.72

Add: Non-operating pension/OPEB costs included in EPS
0.10 0.39 0.46

Operating EPS (Non-GAAP)
$4.01 $3.88 $3.77

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ ~~B-1~~

~~Table of Contents~~


*Year ended December 31,*	*2016*		*2015*		*2014*
EPS from continuing operations (GAAP)		$2.85	$	2.09	$	3.39
Add: Significant items charge (benefit) included in EPS		0.48		0.39		(0.12	)
Add: Non-operating pension and OPEB costs included in EPS		0.02		0.29		0.09
Operating EPS (Non-GAAP)	$	3.35	$	2.77	$	3.36

Reconciliation of ~~Segment Operating Earnings~~

Year ended December 31,

2014

2013

Agriculture:

Segment Pre-tax Operating Income (PTOI) (GAAP)
$2,668 $2,132

Add: Significant items (benefit) charge in Segment PTOI
(316) 351

Segment Operating Earnings (Non-GAAP)
$2,352 $2,483

Performance Chemicals:

Segment Pre-tax Operating Income (PTOI) (GAAP)
$913 $941

Add: Significant items charge in Segment PTOI
21 74

Segment Operating Earnings (Non-GAAP)
$934 $1,015

Nutrition & Health:

Segment Pre-tax Operating Income (PTOI) (GAAP)
$365 $305

Add: Significant items charge (benefit) in Segment PTOI
15 (6)

Segment Operating Earnings (Non-GAAP)
$380 $299

~~B-2~~ ~~Proxy Statement for 2015 Annual Meeting of Stockholders~~

Free Cash Flow


*Year ended December 31,*	*2016*		*2015*
Cash provided by operating activities (GAAP)	$	3,300	$	2,316
Less: Purchases of Property, Plant and Equipment		1,019		(1,629	)
Free Cash Flow (Non-GAAP)	$	2,281	$	687

~~Table of Contents~~

~~APPENDIX C TO 2015 PROXY STATEMENT~~

~~ADDITIONAL INFORMATION REGARDING PARTICIPANTS IN THE SOLICITATION~~

Under applicable SEC rules and regulations, members of the Board of Directors, the Board's nominees, and certain officers and other employees of the Company are "participants" with respect to the Company's solicitation of proxies in connection with the Annual Meeting. The following sets forth certain information about the persons who are "participants."

~~1. Directors and Nominees~~

The following table sets forth the names and business addresses of the Company's directors (all of whom are also nominees for director), as well as the names and principal business addresses of the corporation or other organization in which the principal occupations or employment of the directors is carried on. The principal occupations or employment of the Company's directors are set forth under the heading "Proposal 1: Election of Directors" in this Proxy Statement.





~~Lamberto Andreotti~~		~~Bristol-Myers Squibb, 345 Park Avenue, New York, NY 10154~~

~~Edward D. Breen~~ Proxy Statement for 2017 Annual Meeting of Stockholders	B-1

	~~Tyco International plc, 9 Roszel Road, Princeton, NJ 08540~~

~~Robert A. Brown~~ *E. I. DU PONT DE NEMOURS AND COMPANY* *ATTN: STOCKHOLDER RELATIONS* *974 CENTRE ROAD* *WILMINGTON, DE 19805*	VOTE BY INTERNET -www.proxyvote.com
	Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Daylight Time on thecut-off date (see reverse). Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form.
	ELECTRONIC DELIVERY OF FUTURE PROXY MATERIALS
	If you would like to reduce the costs incurred by our company in mailing proxy materials, you can consent to receiving all future proxy statements, proxy cards and annual reports electronically viae-mail or the Internet. To sign up for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access proxy materials electronically in future years.
	VOTE BY PHONE -1-800-690-6903
	Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Daylight Time on thecut-off date (see reverse). Have your proxy card in hand when you call and then follow the instructions.
	VOTE BY MAIL
	Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. Votes must be received by thecut-off date (see reverse).
	~~Boston University, President's Office, 8~~^th ~~Floor, One Silber Way, Boston, MA 02215~~

~~Alexander M. Cutler~~		~~Eaton, 1000 Eaton Boulevard, Cleveland, OH 44122~~

~~Eleuthère I. du Pont~~AN ADMISSION TICKET IS REQUIRED TO ATTEND THE ANNUAL STOCKHOLDER MEETING. SEE REVERSE SIDE.		~~Longwood Foundation, 100 W. 10~~^th ~~Street, #1109, Wilmington, DE 19801~~

~~James L. Gallogly~~		~~DuPont, 1007 Market Street, D-9000, Wilmington, DE 19898~~

~~Marillyn A. Hewson~~		~~Lockheed Martin Corporation, 6801 Rockledge Drive, Bethesda, MD 20817~~

~~Lois D. Juliber~~		~~DuPont, 1007 Market Street, D-9000, Wilmington, DE 19898~~

~~Ellen J. Kullman~~		~~DuPont, 1007 Market Street, D-9000, Wilmington, DE 19898~~

~~Ulf M. Schneider~~		~~Fresenius SE & Co. KGaA, Else-Kroener-Strasse 1, 61352 Bad Homburg/Germany~~

~~Lee M. Thomas~~		~~DuPont, 1007 Market Street, D-9000, Wilmington, DE 19898~~

~~Patrick J. Ward~~		~~Cummins, Inc., 500 Jackson Street, Columbus, IN 47201~~

~~2. Certain Officers and Other Employees~~TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:

The following table sets forth the name and principal occupation of the Company's officers and employees who are "participants." The principal occupation refers to such person's position with the Company, and the principal business address of each such person is 1007 Market Street, Wilmington, DE 19898.

*~~Name~~*		*~~Principal Occupation~~*



~~Ellen J. Kullman~~	E22516-P89440-Z69633	~~CEO~~ KEEP THIS PORTION FOR YOUR RECORDS

~~Nicholas C. Fanandakis~~		~~Executive Vice President and CFO~~

~~Gregory R. Friedman~~		~~Vice President-Investor Relations~~

~~Erik T. Hoover~~		~~Corporate Secretary~~
		DETACH AND RETURN THIS PORTION ONLY

~~3. Information Regarding Ownership of the Company's Securities by Participants~~THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.

Except as described in this Appendix C or in this Proxy Statement, none of the persons listed above under "Directors and Nominees" or "Certain Officers and Other Employees" owns any Company securities of record that they do not own beneficially. The number of Company securities beneficially owned by directors and named executive officers as of March 5, 2015 is set forth under the heading "Security Ownership by Directors

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ ~~C-1~~

~~Table of Contents~~

and Executive Officers" in this Proxy Statement. The number of Company securities beneficially owned by the Company's other officers and employees who are "participants" as of March 5, 2015 is set forth below.

*~~Name~~*	*~~Company Securities Owned~~⁽¹⁾*



~~Gregory R. Friedman~~ E. I. DU PONT DE NEMOURS AND COMPANY		~~7,516.0000~~

~~Erik T. Hoover~~	~~1,094.0000~~

~~(1)~~: Includes shares which the participants had a right to acquire beneficial ownership of within 60 days from March 5, 2015, through the exercise of stock options or through the conversion of RSUs or deferred stock units granted or held under DuPont's equity-based compensation plans.

~~4. Information Regarding Transactions in the Company's Securities by Participants~~A

The following table sets forth purchases and sales of the Company's securities during the past two years by the persons listed above under "Directors and Nominees" and "Certain Officers and Other Employees." None of the purchase price or market value of the securities listed below is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities.

~~Company Securities Purchased or Sold (1/1/13 through 3/5/15)~~

Name

Date

Number of
Shares,
Non-Qualified
Options and
Deferred
Units Acquired
or Disposed of

Transaction Description

Lamberto Andreotti
14-Mar-13 19.3867 2

24-Apr-13 2470.0000 9

12-Jun-13 39.3328 2

12-Sep-13 37.0430 2

13-Dec-13 35.9793 2

14-Mar-14 33.2002 2

23-Apr-14 1940.0000 9

12-Jun-14 45.1162 2

12-Sep-14 49.8494 2

12-Dec-14 46.9021 2

Edward D. Breen
23-Feb-15 13000.0000 1

Robert A. Brown
14-Mar-13 156.6508 2

24-Apr-13 2470.0000 9

12-Jun-13 172.7037 2

12-Sep-13 162.6497 2

13-Dec-13 157.9786 2

14-Mar-14 139.4397 2

23-Apr-14 1940.0000 9

12-Jun-14 148.4532 2

12-Sep-14 164.0269 2

12-Dec-14 154.3294 2

~~C-2~~ ~~Proxy Statement for 2015 Annual Meeting of Stockholders~~

~~Table of Contents~~

Name

Date

Number of
Shares,
Non-Qualified
Options and
Deferred
Units Acquired
or Disposed of

Transaction Description

Alexander M. Cutler
31-Jan-13 210.7481 13

28-Feb-13 208.7682 13

14-Mar-13 272.0867 2

31-Mar-13 203.4174 13

24-Apr-13 2470.0000 9

30-Apr-13 183.4525 13

31-May-13 537.7307 13

12-Jun-13 289.8084 2

31-Aug-13 529.8481 13

12-Sep-13 277.1046 2

30-Nov-13 488.7585 13

13-Dec-13 642.4986 2

28-Feb-14 487.8414 13

14-Mar-14 255.3586 2

23-Apr-14 1940.0000 9

30-May-14 565.0988 13

12-Jun-14 264.4257 2

31-Aug-14 592.4519 13

12-Sep-14 296.2655 2

30-Nov-14 548.5574 13

12-Dec-14 282.7651 2

Eleuthère du Pont
14-Mar-13 156.6508 2

24-Apr-13 2470.0000 9

12-Jun-13 172.7037 2

12-Sep-13 162.6497 2

13-Dec-13 157.9786 2

14-Mar-14 145.7765 2

23-Apr-14 1940.0000 9

12-Jun-14 154.6169 2

12-Sep-14 170.8373 2

12-Dec-14 160.7372 2

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ ~~C-3~~

~~Table of Contents~~

Name

Date

Number of
Shares,
Non-Qualified
Options and
Deferred
Units Acquired
or Disposed of

Transaction Description

Nicholas C. Fanandakis
6-Feb-13 55,233.0000 5

6-Feb-13 12016.0000 9

6-Feb-13 3711.0480 11

4-Mar-13 21322.0000 10

4-Mar-13 10693.0000 11

14-Mar-13 652.2845 2

12-Jun-13 633.7836 2

12-Sep-13 596.8873 2

13-Dec-13 579.7457 2

5-Feb-14 10097.0000 9

5-Feb-14 45688.0000 5

6-Feb-14 16,038.0000 11

3-Mar-14 12,862.0000 10

3-Mar-14 6406.0000 11

14-Mar-14 340.8405 2

12-Jun-14 331.0808 2

12-Sep-14 365.8130 2

12-Dec-14 344.1861 2

4-Feb-15 9,154.0000 9

4-Feb-15 58,190.0000 5

9-Feb-15 3,900.0000 11

2-Mar-15 4433.0000 10

2-Mar-15 2208.0000 11

Gregory R. Friedman
6-Feb-13 318.0000 11

6-Feb-13 6803.0000 5

6-Feb-13 1480.0000 9

14-Mar-13 21.345 2

29-Apr-13 947.0000 3

3-May-13 496.0000 7

12-Jun-13 20.7386 2

12-Sep-13 19.5322 2

13-Dec-13 18.9714 2

5-Feb-14 8041.0000 5

5-Feb-14 1778.0000 9

6-Feb-14 467.0000 11

7-Feb-14 8176.0000 3

25-Feb-14 673.0000 7

14-Mar-14 21.8691 2

12-Jun-14 21.2696 2

12-Sep-14 23.5009 2

31-Oct-14 14462.0000 9

12-Dec-14 120.1236 2

4-Feb-15 5335.0000 5

~~C-4~~ ~~Proxy Statement for 2015 Annual Meeting of Stockholders~~

~~Table of Contents~~

Name

Date

Number of
Shares,
Non-Qualified
Options and
Deferred
Units Acquired
or Disposed of

Transaction Description

4-Feb-15 840.0000 9

9-Feb-15 606.0000 11

James L. Gallogly
23-Feb-14 3000.0000 1

Marillyn A. Hewson
14-Mar-13 237.2023 2

24-Apr-13 2470.0000 9

12-Jun-13 250.9708 2

12-Sep-13 236.3604 2

13-Dec-13 229.5726 2

14-Mar-14 205.5037 2

23-Apr-14 1940.0000 9

12-Jun-14 212.7123 2

12-Sep-14 235.0270 2
��
12-Dec-14 221.1319 2

Erik T. Hoover
5-Feb-14 2924.0000 5

5-Feb-14 647.0000 9

14-Mar-14 4.4268 2

12-Jun-14 4.3058 2

12-Sept-14 4.7575 2

12-Dec-14 4.4763 2

4-Feb-15 4268.0000 5

4-Feb-15 672.0000 9

9-Feb-15 102.0000 11

Lois D. Juliber
31-Jan-13 105.3740 13

28-Feb-13 104.3841 13

14-Mar-13 434.9048 2

31-Mar-13 101.7087 13

24-Apr-13 2470.0000 9

30-Apr-13 91.7262 13

31-May-13 268.8653 13

12-Jun-13 445.5366 2

31-Aug-13 264.9240 13

12-Sep-13 421.6835 2

30-Nov-13 244.3792 13

13-Dec-13 411.5526 2

28-Feb-14 234.5391 13

14-Mar-14 381.4366 2

23-Apr-14 1940.0000 9

30-May-14 225.4364 13

12-Jun-14 385.3889 2

31-Aug-14 236.3485 13

12-Sep-14 427.4543 2

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ ~~C-5~~

~~Table of Contents~~

Name

Date

Number of
Shares,
Non-Qualified
Options and
Deferred
Units Acquired
or Disposed of

Transaction Description

30-Nov-14 218.8375 13

12-Dec-14 403.7846 2

Ellen J. Kullman
18-Jan-13 80000.0000 3

18-Jan-13 80000.0000 7

6-Feb-13 56,914.0000 9

6-Feb-13 28,067.3685 11

6-Feb-13 261,628.0000 5

4-Mar-13 144,354.0000 10

4-Mar-13 72,394.0000 11

14-Mar-13 999.5676 2

29-Apr-13 125,629.0000 7

10-May-13 110,692.0000 3

10-May-13 110,692.0000 7

12-Jun-13 971.2165 2

12-Sep-13 914.6766 2

13-Dec-13 888.4100 2

26-Dec-13 50,000.0000 3

26-Dec-13 50,000.0000 7

5-Feb-14 37,359.0000 9

5-Feb-14 169,043.0000 5

6-Feb-14 24,683.0000 11

27-Feb-13 100,000.0000 3

27-Feb-13 100,000.0000 7

3-Mar-14 60,284.0000 10

3-Mar-14 30,022.0000 11

14-Mar-14 686.3135 2

2-Apr-14 300,000.0000 3

2-Apr-14 300,000.0000 7

12-Jun-14 667.5630 2

12-Sep-14 737.5939 2

18-Sep-14 446,767.0000 3

18-Sep-14 446,767.0000 7

24-Sep-14 86,439.0000 3

24-Sep-14 86,439.0000 7

12-Dec-14 693.9873 2

4-Feb-15 31,361.0000 9

4-Feb-15 199,354.0000 5

9-Feb-15 23,284.0000 11

2-Mar-15 22,241.0000 10

2-Mar-15 11,077.0000 11

~~C-6~~ ~~Proxy Statement for 2015 Annual Meeting of Stockholders~~

~~Table of Contents~~

Name

Date

Number of
Shares,
Non-Qualified
Options and
Deferred
Units Acquired
or Disposed of

Transaction Description

Ulf M. Schneider
23-Oct-14 950.0000 9

12-Dec-14 6.4384 2

Lee M. Thomas
14-Mar-13 25.2145 2

24-Apr-13 2470.0000 9

12-Jun-13 44.9954 2

12-Sep-13 42.3759 2

13-Dec-13 41.1551 2

14-Mar-14 36.8612 2

23-Apr-14 1940.0000 9

12-Jun-14 48.6771 2

12-Sep-14 53.7837 2

12-Dec-14 50.5978 2

Patrick J. Ward
24-Oct-13 1060.0000 9

13-Dec-13 7.9183 2

14-Mar-14 7.3067 2

23-Apr-14 1940.0000 9

12-Jun-14 19.9302 2

12-Sep-14 22.0211 2

12-Dec-14 20.7191 2

~~(1)~~: ~~Open market acquisition.~~
~~(2)~~: ~~Grant of dividend equivalent units.~~
~~(3)~~: ~~Exercise of Non-Qualified Options.~~
~~(4)~~: ~~Grant of performance-based Non-Qualified Options.~~
~~(5)~~: ~~Grant of Non-Qualified Options.~~
~~(6)~~: ~~Cancellation of Non-Qualified Options upon lapse.~~
~~(7)~~: ~~Open market sale.~~
~~(8)~~: ~~Gift of shares.~~
~~(9)~~: ~~Grant of Time-Vested Restricted Stock Units.~~
~~(10)~~: ~~Shares issued in settlement of Performance-Based Stock Units.~~
~~(11)~~: ~~Shares withheld as payment of taxes or costs upon conversion, vesting or exercise of Deferred Units, Restricted Stock Awards or Non-Qualified Options.~~
~~(12)~~: ~~Represents estimated quarterly increase (decrease) of shares held in the participant's Retirement Savings Plan.~~
~~(13)~~: ~~Stock units acquired through deferral of director fees.~~

~~5. Miscellaneous Information Concerning Participants~~

Except as described in this Appendix C or in this Proxy Statement, neither any participant nor any of their respective associates or affiliates (together, the "Participant Affiliates") is either a party to any transaction or series of transactions since January 1, 2014 or has knowledge of any current proposed transaction or series of proposed transactions (i) to which the Company or any of its subsidiaries was or is to be a participant, (ii) in which the amount involved exceeds $120,000 and (iii) in which any participant or Participant Affiliate had, or will have, a direct or indirect material interest. Furthermore, except as described in this Appendix C or in this Proxy Statement, (a) no participant or Participant Affiliate, directly or indirectly, beneficially owns any securities of the Company or any securities of any subsidiary of the Company, and (b) no participant owns any securities of the Company of record but not beneficially.

~~Proxy Statement for 2015 Annual Meeting of Stockholders~~ ~~C-7~~

~~Table of Contents~~

Except as described in this Appendix C or in this Proxy Statement, no participant or Participant Affiliate has entered into any agreement or understanding with any person with respect to any future employment by the Company or any of its affiliates or any future transactions to which the Company or any of its affiliates will or may be a party.

Except as described in this Appendix C or in this Proxy Statement, there are no contracts, arrangements or understandings by any participant or Participant Affiliate since January 1, 2014 with any person with respect to any securities of the Company, including, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies.

Except as described in this Appendix C or in this Proxy Statement, and excluding any director or executive officer of the Company acting solely in that capacity, no person who is a party to an arrangement or understanding pursuant to which a nominee for election as director is proposed to be elected has any substantial interest, direct or indirect, by security holdings or otherwise, in any matter to be acted upon at the Annual Meeting.

~~C-8~~ ~~Proxy Statement for 2015 Annual Meeting of Stockholders~~

The Board of Directors recommends that you vote ~~AGAINST~~FOR all the nominees in Proposal 1 andFOR Proposals 2 and 3.

Election of Directors

Nominees:

For

Against

Abstain

1a. Lamberto Andreotti

☐

For

Against

Abstain

1b. Edward D. Breen

☐

2. To Ratify Appointment of Independent Registered Public Accounting Firm

☐

1c. Robert A. Brown

☐

1d. Alexander M. Cutler

☐

3. To Approve, by Advisory Vote, Executive Compensation

☐

1e. Eleuthère I. du Pont

☐

1f. James L. Gallogly

1g. Marillyn A. Hewson

1h. Lois D. Juliber

1i. Lee M. Thomas

1j. Patrick J. Ward

☐

The Board of Directors recommends you voteONE YEAR on the following ~~Proposals:~~ proposal:

One

Year

Two Years

Three Years

Abstain

4. ~~On Lobbying 5. On Grower Compliance 6. On Plant Closures 7. On Repealing Certain Amendments to~~To Recommend, by Advisory Vote, the ~~Bylaws Adopted by the Board without Stockholder Approval Please sign and date this WHITE proxy card below.~~ Frequency of Advisory Votes on Executive Compensation

☐

The Board of Directors recommends that you vote ~~FOR ALL~~AGAINST the ~~nominees listed in Proposal 1~~following Proposals:

For

Against

Abstain

5. To Prepare a Report on Executive Compensation

☐

6. To Prepare a Report on Accident Risk Reduction

☐

Authorized Signatures—This section must be completed for your vote to be counted. Sign and FOR Proposals 2 and 3. 1. Election of Directors Nominees: (01) Lamberto Andreotti; (02) Edward D. Breen; (03) Robert A. Brown; (04) Alexander M. Cutler; (05) Eleuthère l. du Pont; (06) James L. Gallogly; (07) Marillyn A. Hewson; (08) Lois D. Juliber; (09) Ellen J. Kullman; (10) Ulf M. Schneider; (11) Lee M. Thomas; (12) Patrick J. Ward 2. On Ratification of Independent Registered Public Accounting Firm 3. To Approve, by Advisory Vote, Executive Compensation FOR ALL FOR ALL EXCEPT WITHHOLD ALL (INSTRUCTION: To withhold authority to vote for any individual nominee(s), mark the “For All Except”Date Below:

For address changes and/or comments, please check this box ~~above~~ and write the name of the nominee(s) in the space provided below) X Please mark your vote as in this example Please take a moment now to vote your shares of E. I. du Pont de Nemours and Company common stock for the upcoming Annual Meeting of Stockholders. YOU CAN VOTE TODAY USING ANY OF THE FOLLOWING METHODS: Vote by Internet—Please access https://www.proxyvotenow.com/dd (please note you must type an “s” after “http”). You may also use your mobile device to access the site by scanning this QR code: Then, simply follow the easy instructionsthem on the ~~voting site. You will be required to provide~~back where indicated.

☐

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E22517-P89440-Z69633

~~YOUR VOTE IS IMPORTANT! PLEASE VOTE TODAY. SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE.~~

E. I. DU PONT DE NEMOURS AND COMPANY

Annual Meeting of Stockholders

May 24, 2017, 10:30 AM

974 Centre Rd

Chestnut Run Plaza, Building 730

Wilmington, DE 19805

This Proxy is Solicited on Behalf of the Board of Directors

The undersigned hereby appoints ~~E.I. du Pont, L.D.~~E. D. Breen, L. D. Juliber, and ~~E.J. Kullman~~P. J. Ward or any of them, each with power of substitution, as proxies for the undersigned to vote all shares of Common Stock of said ~~company~~Company which the undersigned is entitled to vote at the Annual Meeting of Stockholders to be held ~~at [Address] at [Time]~~ on ~~[Date], 2015,~~May 24, 2017, and any adjournment or postponement 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 previously given. ~~When properly executed~~

As described on page 4 of the proxy statement, this proxy also provides voting instructions for shares held for the account of the undersigned in certain employee savings plans. A trustee for each plan will vote these shares as directed provided your voting instruction is received by thecut-off date.

A trustee for an employee savings plan may vote as directed by the plan fiduciary or by an independent fiduciary selected by the plan fiduciary all shares held in the plan for which no voting instructions are received. Other shares owned by you will be voted only if you sign and return a proxy card, vote by Internet or telephone, or attend the meeting and vote by ballot. Thecut-off date for shares held in ~~the manner directed herein.~~ certain employee savings plans is May 19, 2017, or, if you are voting by Internet or by phone, by 11:59 p.m., EDT on May 21, 2017. Thecut-off date for all other shares is May 23, 2017.

On matters for which you do not specify a choice, the shares will be voted in accordance with the recommendation of the Board of Directors.

When properly executed this proxy will be voted in the manner directed herein. If no direction is made, this proxy will be votedFOR all director nominees in Proposal 1,FOR Proposals ~~1-3~~2 and 3,ONE YEAR for Proposal 4, andAGAINST Proposals ~~4-7. (continued~~5-6.

Address Changes/Comments:

(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)

Continued and to be signed on ~~the~~ reverse ~~side) WHITE PROXY 6TO VOTE BY MAIL PLEASE DETACH PROXY CARD HERE AND SIGN, DATE AND RETURN IN THE POSTAGE-PAID ENVELOPE PROVIDED6 PRELIMINARY PROXY - SUBJECT TO COMPLETION~~side

V.1.1

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~~Filed by the Registrant~~ý
~~Filed by a Party other than the Registrant~~o
~~Check the appropriate box:~~
ý		Preliminary Proxy Statement

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~~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):~~
ý		No fee required.


Meeting Date:		~~[DAY], [DATE], 2015~~Wednesday, May 24, 2017
Time:		[·]10:30 a.m. (EDT)
Location:		[·] 974 Centre Road, Chestnut Run Plaza, Building 730, Wilmington, DE 19805


• • • Time and Date:		10:30 a.m., May 24, 2017
• • • Place:		974 Centre Road, Chestnut Run Plaza, Building 730, Wilmington, DE 19805
• • • Record Date:		Stockholders as of the close of business on March 28, 2017
• • • Admission:		Please follow the instructions contained inHow to Attend the Annual Meeting on page 4.

				~~Committee Memberships~~


	~~Name~~ ~~Years of Service;~~ ~~Age (as~~(As of the Annual Meeting) *Name* *Years of Service* *Age* *Current Position*			~~Committee Memberships~~													*Committee Memberships*		Other Current Public Boards
					*Independent~~(1)~~*				*Audit*			Human Resources and Compensation			Corporate Governance		~~Environment~~Environmental Policy and Safety	Science & Technology	Other Current Public Boards

Lamberto Andreotti Director since 2012; Age 64 ~~CEO,~~66 Retired Chair, Bristol-Myers Squibb Company		YES	~~YES~~ X			X	X	X						X		1

Edward D. Breen Director since 2015; Age 59 ~~Chairman, Tyco International plc~~61 Chair and CEO, DuPont		NO	~~YES~~					X					X			2 1

Robert A. Brown Director since 2007; Age 65 President, Boston University		YES	X				X	Chair
Alexander M. Cutler Director since 2008; Age 65 Retired Chair and CEO, Eaton		YES		X		Chair				1
Eleuthère I. du Pont Director since 2006; Age 51 President, Longwood Foundation		YES		X		X				1
James L. Gallogly Director since 2015; Age 64 Former Chairman of Management Board and CEO, LyondellBasell Industries NV		YES	X			X
Marillyn A. Hewson Director since 2007; Age 63 ~~President, Boston University~~			~~YES~~			X								~~Chair~~

~~Alexander M. Cutler~~ ~~Director since 2008; Age 63~~ ~~Chairman and CEO, Eaton~~			~~YES~~					X			~~Chair~~					2

~~Eleuthère I. du Pont~~ ~~Director since 2006; Age 48~~ ~~President, Longwood Foundation~~			~~YES~~			~~Chair~~								X		1

~~James L. Gallogly~~ ~~Director since 2015; Age 62~~ ~~Former Chairman of Management Board and CEO,~~ ~~LyondellBasell Industries NV~~			~~YES~~			X					X

~~Marillyn A. Hewson~~ ~~Director since 2007; Age 61~~ Chairman, President and CEO, Lockheed Martin Corporation		YES	~~YES~~	X		X		X			X					1

Lois D. Juliber Director since 1995; Age 66 68 Retired Vice Chairman, Colgate-Palmolive Corporation		YES	~~YES~~	Chair			X	~~Chair~~ X						X		1

~~Ellen J. Kullman~~ ~~Director since 2008; Age 59~~ ~~Chair and CEO, DuPont~~			NO													1

~~Ulf M. Schneider~~ ~~Director since 2014; Age 49~~ ~~President and CEO,~~ ~~Fresenius SE & Co. KGaA~~			~~YES~~			X					X					1

Lee M. Thomas Director since 2011; Age 70 72 Retired Chairman and CEO, Rayonier Inc.		YES	~~YES~~	X			Chair	X					X			2 1

Patrick J. Ward Director since 2013; Age 51 53 CFO, Cummins, Inc.			~~YES~~			X							X


		~~Ellen J. Kullman~~ ~~Chair of the Board and~~ ~~Chief Executive Officer~~


Proxy Summary			1
~~Erik T. Hoover~~ ~~Secretary~~ General Information

2
~~Proxy Summary~~	1
~~General Information~~	3
~~Background of the Solicitation~~	8
Governance of the Company	17
~~Corporate Governance Guidelines~~	17	9
~~Board Leadership Structure~~Corporate Governance Guidelines	17	9
~~Board's~~Board Leadership Structure		9
Board’s Role in the Oversight of Risk Management	18	10
Committees of the Board	19	11
Committee Membership	20	12
Other Practices and Policies	21	13
~~Office of the Chief Executive~~	22
Sustainability and Corporate Citizenship	23	15
~~Directors'~~ Directors’ Compensation	24	16
Management Proposal 1 Election of Directors	27	19
Director Skills and Qualifications	27	19
Our Director Nominees	28	20
Audit Committee Report	33	25
Management Proposal 2 Ratification of Independent Registered Public Accounting Firm	34	26
Ownership of Company Stock	36	28
Security Ownership by Directors and Executive Officers	37	29
Compensation Committee Interlocks and Insider Participation	38	30
Compensation Committee Report	38	30
Compensation Discussion and Analysis	39
~~Executive Summary~~	40	31
~~Our Performance in 2014~~Executive Summary	41	31
~~Summary of Our 2014 Compensation Actions~~	43
~~Consideration of Say on Pay Results~~	44
~~Our Executive Compensation Philosophy~~	46
How We Determine Executive Compensation	46	36
Components of Our Executive Compensation Program	48	38
How We Manage Compensation Risk	50	41
~~2014~~2016 Compensation Decisions	52	42
~~2014~~2016 NEO ~~Performance and~~ Total Compensation Summary	58	46
Compensation of Executive Officers	61
~~2014 Summary Compensation Table~~	61	48
~~2014~~2016 Summary Compensation Table		48
2016 Grants of Plan-Based Awards	64	51
Outstanding Equity Awards	66	53
~~2014~~2016 Option Exercises and Stock Vested	68	55
Pension Benefits	69	55
Nonqualified Deferred Compensation	71	57
Potential Payments Upon Termination or Change in Control	72	59
Management Proposal 3 Approve, by Advisory Vote, Executive Compensation	75
~~Stockholder Proposals~~	76
~~Proposal 4 Lobbying~~	76	62
Management Proposal ~~5 Grower Compliance~~4 Approve, by Advisory Vote, Frequency of Advisory Votes on Executive Compensation	79	64
~~Proposal 6 Plant Closures~~Stockholder Proposals	82	65
Proposal ~~7 Repeal Certain Bylaws~~5 Executive Compensation Report	84	65
Proposal 6 Accident Risk Reduction Report		67
Forward Looking Statements		69
Director Nomination Process		A-1
Reconciliation of Non-GAAP Financial Measures		B-1


*Proposal*		Board’s Voting Recommendation	Page References (for more detail)
1.	Election of Directors	FOR EACH NOMINEE	19
2.	Ratification of Independent Registered Public Accounting Firm	FOR	26
3.	Advisory Vote on Executive Compensation	FOR	62
4.	Advisory Vote on Frequency of Advisory Votes on Executive Compensation	ONE YEAR	64
5.	Stockholder Proposal on Executive Compensation Report	AGAINST	65
6.	Stockholder Proposal on Accident Risk Reduction Report	AGAINST	67

*Proposal*		Board's Voting Recommendation	Page References (for more detail)



1.	Election of Directors	FOR EACH NOMINEE RECOMMENDED BY YOUR BOARD	27

2.	Ratification of Independent Registered Public Accounting Firm	FOR	34

3.	Advisory Vote on Executive Compensation	FOR	75

4.	Stockholder Proposal on Lobbying	AGAINST	76

5.	Stockholder Proposal on Grower Compliance	AGAINST	79

6.	Stockholder Proposal on Plant Closures	AGAINST	82

7.	Stockholder Proposal to Repeal Certain Bylaws Adopted without Stockholder Approval	AGAINST	84

*Name*	2014 Base Salary	2014 Final STIP	2014 LTI	*TDC*	2014 TDC vs 2013 TDC (% change)



E. J. Kullman	$1,485,000	$1,310,000	$9,250,000	$12,045,000	–3%

N. C. Fanandakis	765,000	422,000	2,500,000	3,687,000	16%⁽¹⁾

T. M. Connelly, Jr.	776,000	414,000	2,000,000	3,190,000	–6%

J. C. Borel	720,000	376,000	2,100,000	3,196,000	2%

M. P. Vergnano	720,000	376,000	2,100,000	3,196,000	2%





13		~~Size of Board~~⁽¹⁾

12 Proxy Statement for 2017 Annual Meeting of Stockholders	7


*Board and Governance Information*
11	Size of Board
10	Number of Independent Directors⁽²⁾

61 61.7		Average Age of Directors⁽³⁾

15 12		Board Meetings Held in ~~2014~~2016

ü		Annual Election of Directors

ü	Majority Voting for Directors
ü	~~Majority Voting For Directors~~ Independent Lead Director

ü		~~Independent Lead Director~~

		Independent Directors Meet Without Management Present

ü		Director Stock Ownership Guidelines — Hold until Retirement from Board

72		Mandatory Retirement Age for ~~Directors~~Directors*

ü		Code of Business Conduct for Directors, Officers and Employees

ü		Stockholder Ability to Call Special Meetings (25% Threshold)
ü		Succession Planning and Implementation Process
ü	Comprehensive Sustainability Program


				~~Succession Planning and Implementation Process~~
				~~Succession Planning and Implementation Process~~
8				~~Comprehensive Sustainability Program~~

*Director*	*Audit Committee*	*Human Resources and Compensation Committee*	*Corporate Governance Committee*	*Environmental Policy Committee*	*Science and Technology Committee*



Lamberto Andreotti	X				X

Edward D. Breen⁽¹⁾		X		X

Richard H. Brown⁽²⁾	X			X

Robert A. Brown	X				C

Bertrand P. Collomb⁽⁴⁾			X	C

Curtis J. Crawford⁽²⁾			X	X

Alexander M. Cutler		X	C

Eleuthère I. du Pont	C				X

James L. Gallogly⁽¹⁾	X		X

Marillyn A. Hewson		X	X

Lois D. Juliber		C			X

Ellen J. Kullman

Ulf M. Schneider⁽³⁾	X		X

Lee M. Thomas		X		X

Patrick J. Ward	X			X

Number of Meetings in 2014	10	7	6	3	3



		~~2015~~2017 ANNUAL MEETING AND PROXY STATEMENT



*~~Compensation Element~~*				*~~2014~~*

~~Annual Retainer (Total)~~				~~$230,000~~

~~Cash Retainer~~				~~$100,000~~

~~Equity Retainer~~				~~$130,000~~
				~~Delivered in the form of time-vested RSUs~~ ~~1,940 RSUs granted on April 23, 2014; provide for dividend-equivalent units; restrictions lapse at separation from service; payable in stock~~

~~Annual Committee Chair Fee~~				~~Audit Committee Chair — $25,000~~ ~~Human Resources and Compensation Committee Chair — $25,000~~ ~~All Other Committee Chairs — $20,000~~

~~Lead Director Fee~~				~~$30,000~~

~~Stock Ownership Guideline~~				~~Time-vested RSUs required to be held until retirement~~


*Compensation Element*	*2015*	*2016*
Annual Retainer (Total)	$265,000	$265,000
Cash Retainer	$115,000	$115,000
Equity Retainer	$150,000	$150,000
	Delivered in the form of time-vested RSUs 2,170 granted in 2015; provide for dividend-equivalent units; restrictions lapse at separation from service; payable in stock	Delivered in the form of time-vested RSUs 2,230 granted on April 27, 2016; provide for dividend-equivalent units; restrictions lapse at separation from service; payable in stock
Annual Committee Chair Fee	Audit Committee Chair — $25,000 Human Resources and Compensation Committee Chair — $25,000 All Other Committee Chairs — $20,000	Audit Committee Chair — $25,000 Human Resources and Compensation Committee Chair — $25,000 All Other Committee Chairs — $20,000
Lead Director Fee	$30,000	$30,000
Stock Ownership Guideline	Time-vested RSUs required to be held until retirement	Time-vested RSUs required to be held until retirement


*Name*	*Fees* *Earned or* *Paid in Cash⁽¹⁾*		*Stock* *Awards⁽²⁾*		*Change in* *Pension Value* *and* *Nonqualified* *Deferred* *Compensation* *Earnings⁽³⁾*		*All Other* *Compensation⁽⁴⁾*		*Total*
L. Andreotti	$	115,000	$	150,458		—	$	300	$	265,758
R. A. Brown		135,000		150,458		—		39,192		324,650
A. M. Cutler		165,000		150,458		—		39,175		354,633
E. I. du Pont		115,000		150,458		—		33,499		298,957
J. L. Gallogly		115,000		150,458		—		300		265,758
M. A. Hewson		115,000		150,458		—		38,407		303,865
L. D. Juliber		140,000		150,458	$	1,584		39,070		331,112
U. M. Schneider		115,000		150,458		—		300		265,758
L. M. Thomas		135,000		150,458		—		300		285,758
P. J. Ward		140,000		150,458		—		300		290,758

*Name*	Fees Earned or Paid in Cash⁽¹⁾	Stock Awards⁽²⁾	Change in Pension Value and Nonqualified Deferred Compensation Earnings⁽³⁾	All Other Compensation⁽⁴⁾	*Total*



L. Andreotti	$100,000	$130,640		$300	$230,940

R. H. Brown⁽⁵⁾	100,000	130,640		26,164	256,804

R. A. Brown	120,000	130,640		30,883	281,523

B. P. Collomb⁽⁶⁾	120,000	130,640		22,201	272,841

C. J. Crawford⁽⁵⁾	100,000	130,640	$7,495	26,987	265,122

A. M. Cutler	150,001	130,640		29,861	310,502

E. I. du Pont	125,000	130,640		33,527	289,167

M. A. Hewson	100,000	130,640		20,771	251,411

L. D. Juliber	125,000	130,640	11,278	21,080	287,998

U. M. Schneider	25,000	65,161		75	90,236

L. M. Thomas	100,000	130,640		300	230,940

P. J. Ward	100,000	130,640		300	230,940



*Name*			Outstanding Stock Awards at December 31, ~~2014~~2016^(a)

L. Andreotti	12,208	~~6,967~~

R. H.A. Brown	12,621	~~7,347~~

R. A. ~~Brown~~M. Cutler	12,621	~~7,347~~

~~B. P. Collomb~~E. I. du Pont	12,621	~~7,347~~

C. J. ~~Crawford~~L. Gallogly	4,615	~~7,347~~

M. A. ~~M. Cutler~~Hewson	12,621	~~7,347~~

~~E. I. du Pont~~L. D. Juliber	12,621	~~7,347~~

U. M. ~~A. Hewson~~Schneider	5,658	~~7,347~~

L. ~~D. Juliber~~M. Thomas	12,621	~~7,347~~

~~U. M. Schneider~~P. J. Ward	7,970	~~956~~

~~L. M. Thomas~~(a) Includes dividend-equivalent units. Does not include deferred units. Units are as of December 31, 2016.				~~7,347~~

~~P. J. Ward~~		~~3,078~~




LAMBERTO ANDREOTTI Age 64 66 Director since ~~April~~ 2012		~~Chief Executive Officer, since May 2010,~~Retired Chair (2015 to 2016) of Bristol-Myers Squibb Company, a global biopharmaceutical company He formerly served at Bristol-Myers Squibb as chief executive officer from May 2010 to May 2015 and as chief operating officer from March 2008 to May 2010, and executive vice president ~~of Bristol-Myers Squibb~~ and president of Worldwide Pharmaceuticals, a division of Bristol-Myers Squibb, from September 2005 until March 2008. ~~Mr. Andreotti is also on the board of directors for Bristol-Myers Squibb (since 2009).~~ He has also held roles with other pharmaceutical companies, including Farmitalia Carlo Erba and Pharmacia. Mr. Andreotti ~~serves~~served on the board of directors ~~of PhRMA — Pharmaceutical and Research Manufacturers of America. He formerly served as a Vice Chairman of Mead-Johnson Nutrition Company (2009)~~for Bristol-Myers Squibb (since 2009). *Skills and Expertise* As former Chair and Chief Executive Officer of Bristol-Myers Squibb, Mr. Andreotti has a strong track record of leading a science and technology-based corporation and offers significant insight to the Board in the areas of innovation, global business, corporate governance and investor relations. He also provides the Board with a broad perspective on human resources, finance, marketing and government relations from his experience in various senior leadership roles with Bristol-Myers Squibb.



EDWARD D. BREEN Age: 59 61 Director since ~~February~~ 2015		Chair and Chief Executive Officer since November 2015 He formerly served as DuPont’s Interim Chair and Chief Executive Officer during October 2015. He served as Chairman, ~~since~~from July 2002 to March 2016, and ~~former~~ 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~~ 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 ~~was~~is a director of ~~McLeod USA Incorporated (2001 to 2005) and~~ Comcast Corporation ~~(2005~~(since 2014 and 2005 to ~~2011 and since 2014)~~2011). Mr. Breen is a member of the Advisory Board of New Mountain Capital LLC, a private equity firm. *Skills and Expertise* As aChief Executive Officer of DuPont, Mr. Breen is best suited to ensure that critical business issues are brought before the Board, enhancing the Board’s ability to consider, evaluate and maintain oversight over business strategies and DuPont’s risk management efforts. The Board believes that the Company is best served by combining the role of Chair and ~~former CEO of Tyco, Mr. Breen brings valuable global business, portfolio assessment, business transformation, executive leadership and finance background to the Board.~~Chief Executive Officer.




ROBERT A. BROWN Age 63 65 Director since 2007		President of Boston University since September 2005 He 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~~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. *Skills and Expertise* With his science and engineering background and from his positions at Boston University and the Massachusetts Institute of Technology, Dr. Brown provides the Board with an invaluable science and technology perspective combined with senior management capabilities.



ALEXANDER M. CUTLER Age 63 65 Director since 2008		Retired Chairman and Chief Executive Officer ~~since 2000,~~(2000 to 2016) of Eaton, a global diversified industrial manufacturer He formerly served as ~~Eaton's~~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), ~~The Greater Cleveland Partnership,~~ United Way Services of Greater Cleveland, and the Musical Arts Association. ~~He is also a member of the Executive Committee of the Business Roundtable and a member of The Business Council.~~ *Skills and Expertise* As ~~Chair~~the former Chairman and chief executive officer of Eaton, Mr. Cutler gives the Board a wealth of global business management, finance, investor relations, marketing and supply chain and logistics experience in a multinational manufacturing company. Through his other board roles and his past position as Chair of The Business Roundtable Corporate Governance Committee, Mr. Cutler also provides the Board with important insights in the areas of corporate governance and government relations.



ELEUTHÈRE I. DU PONT Age 48 51 Director since 2006		President, since 2008, of the Longwood Foundation, a private foundation principally supporting charitable organizations He served as senior vice president, operations and chief financial officer of drugstore.com, a leading online provider of health, beauty, vision and pharmacy products from 2007 through 2008. Prior to that, Mr. du Pont served as president and chief financial officer of Wawa, Inc., a chain of food markets in the mid-Atlantic region with sales of $5 billion. He also serves on the boards of WSFS Financial Corporation (since 2013) and Burris Logistics (since 2014). *Skills and Expertise* From his experiences as president, chief financial officer and director, Mr. du Pont brings to the Board expertise on corporate governance, accounting, finance, human resources, information technology, investment management, investor relations and procurement. He also brings a unique perspective from his roles leading safety, supply chain and operations.




JAMES L. GALLOGLY Age 62 64 Director since ~~February~~ 2015		~~Former~~Retired Chairman of the Management Board (2010-2015) and CEO (2009-2015), LyondellBasell Industries N.V., a premier plastics, chemicals and refining company Prior to joining LyondellBasell, Mr. Gallogly held senior management positions at ConocoPhillips, including as Executive Vice President of Worldwide Exploration and Production, and Executive Vice President of Refining, Marketing and Transportation. He was President and Chief Executive Officer of Chevron Phillips Chemical Company ~~LLC, including as President and Chief Executive Officer.~~LLC. Mr. Gallogly is a member of the University of Oklahoma Gallogly College of Engineering Board of Visitors, a director of the University of Colorado ~~Engineering Advisory Council~~Foundation and the University Cancer Foundation Board of Visitors at the University of Texas M.D. Anderson Cancer Center. Mr. Gallogly is also ~~presides as Chairman~~a director of Junior Achievement of Southeast Texas. *Skills and Expertise* From his roles as Chair and CEO at LyondellBasell and other public company executive roles, Mr. Gallogly adds to the Board strong safety, investor relations, capital market, finance, environmental management, global business, technology, human resources, information technology, corporate governance and portfolio assessment and business transformation experience.



MARILLYN A. HEWSON Age 61 63 Director since 2007		Chairman, President and Chief Executive Officer since January 2014 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 She was CEO and President of Lockheed Martin from January to December 2013 and has served as director since 2012. Having served 3234 years at Lockheed Martin, she ~~has~~ previously held the positions of President and Chief Operating Officer from November 2012 to December ~~2012;~~2012 and Executive Vice President of Electronic Systems from 2010 to ~~2012; President of Systems Integration from 2008 to 2009; Executive Vice President of Global Sustainment for Aeronautics from 2007 to 2008.~~2012. Ms. Hewson previously chaired the Sandia ~~Corporation's~~Corporation’s Board of Directors from 2010 to 2013. She ~~serves~~served on the ~~President's~~President’s Export Council, is ~~Vice Chairman~~on the Board of Governors and Executive Committee of the Aerospace Industries Association, an Associate Fellow of the American Institute of Aeronautics and Astronautics, ~~and~~ a ~~member~~vice-chair of the Business Roundtable and a member of the Business Council. She serves on the Board of Directors of the Congressional Medal of Honor Foundation, the Board of Governors of the USO, the Board of the National Geographic Education Foundation, the Board of Catalyst and the Board of Visitors of the University of ~~Alabama's~~Alabama’s Culverhouse College of Commerce and Business Administration. *Skills and Expertise* Through experience gained in leadership roles and as chairman and chief executive of Lockheed Martin, Ms. Hewson 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. In addition, Ms. Hewson offers expertise in government relations.




LOIS D. JULIBER Age 66 68 Director since 1995		Retired Vice Chairman, a position she held from October 2004 to March 2005, of Colgate-Palmolive Company, the principal business of which is the production and marketing of consumer products She 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 ~~also serves as~~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~~President’s Council at Olin College. Ms. Juliber formerly served as a director of Goldman Sachs(2004-2012). *Skills and Expertise* As the former Vice Chairman, Chief Operating Officer and Chief Technology Officer of Colgate Palmolive, one of the ~~world's~~world’s top science-driven consumer products companies, Ms. Juliber brings to the Board deep and broad experience leading and profitably growing global businesses. Her expertise in marketing, R&D / product development, supply chain management, information technology, human resource development and business development strongly complements ~~DuPont's~~DuPont’s strategic priorities. In addition, she has extensive experience growing U.S.-based businesses in emerging markets such as China and India. With over 20 years of corporate and not-for-profit Board experience, Ms. Juliber also provides unique insight in governance, audit and compensation issues.



~~ELLEN J. KULLMAN~~ ~~Age 59~~ ~~Director since 2008~~		~~Chair, since December 2009, and Chief Executive Officer of DuPont since January 2009~~ She served as president of DuPont from October 2008 to December 2008. From June 2006 through September 2008, she served as executive vice president. Prior to that, Mrs. Kullman was group vice president-DuPont Safety & Protection. She is chair of the US-China Business Council, and a member of the US-India CEO Forum, and the executive committee of the Business Council. She is also a member of the board of directors of Catalyst and the board of directors of Change the Equation. She is a member of the National Academy of Engineering and co-chair of its Committee on Changing the Conversation: From Research to Action. Mrs. Kullman is a director of United Technologies Corporation (since 2011). She is a member of the board of trustees of Tufts University and serves on the board of overseers at Tufts University School of Engineering. *~~Skills and Expertise~~* As Chief Executive Officer of DuPont, Mrs. Kullman is best suited to ensure that critical business issues are brought before the Board, enhancing the Board's ability to consider, evaluate and maintain oversight over business strategies and DuPont's risk management efforts. The Board believes that the Company is typically best served by combining the role of Chair and Chief Executive Officer. For a discussion of the Board's leadership structure, refer to page 17 of this Proxy Statement.



~~ULF M. ("MARK") SCHNEIDER~~ ~~Age 49~~ ~~Director since 2014~~		~~President and Chief Executive Officer (since May 2003) of Fresenius Group, a global health care company~~ He served as chief financial officer of Fresenius Medical Care, a Fresenius Group company from November 2001, when he joined Fresenius, to May 2003. Previously, he was Group Finance Director for Gehe UK plc, a pharmaceutical wholesale and retail distributor. He also held several senior executive positions since 1989 with Gehe's majority shareholder, Franz Haniel & Cie. GmbH, a diversified German multinational company. Mr. Schneider is also a member of the board of directors of Fresenius Medical Care (since 2003). *~~Skills and Expertise~~* With over thirteen years of experience as CFO and CEO of two large publicly traded companies, Mr. Schneider brings a depth of experience in finance and accounting, corporate governance, global business and capital markets, business transformation, new business development, investor relations and science and technology.




LEE M. THOMAS Age 70 72 Director since 2011		Retired chairman (July 2007–May 2012) and chief executive officer (March 2007–December 2011), of Rayonier Inc., a global forest products company 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/CEO of Law Companies Environmental Group Inc., and administrator of the U.S. Environmental Protection Agency. Mr. Thomas also serves on the ~~boards~~board of ~~Airgas Inc. (since 1998),~~ the Regal Entertainment Group (since 2006) ~~and the World Resources Institute.~~. *Skills and Expertise* From his experiences as president/CEO of two public companies, Mr. Thomas provides the Board with a deep understanding of corporate governance, finance, global business and investor relations. He also offers the Board key insights on government relations and environmental management from his tenure as administrator of the Environmental Protection Agency and his senior leadership roles. He brings to the Board valuable organizational management skills through his experiences as an independent consultant and as CEO of a consulting firm.





PATRICK J. WARD Age 51 53 Director since 2013		Chief Financial Officer, since May 2008, of Cummins Inc., a global power leader that designs, manufactures, distributes and services engines and related technologies. 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. *Skills and Expertise* From his experiences as Chief Financial Officer and in management of a global public company, Mr. Ward brings a depth of experience in management, financial reporting, global business, capital markets, investment management, investor relations and public accounting and finance.


PROPOSAL 1:
~~PROPOSAL 1:~~					*The Board of Directors recommends that you vote ~~"FOR"~~“FOR” all ~~twelve~~ten director nominees*
~~ELECTION~~ OF ~~DIRECTORS~~					Please cast your vote for these ~~twelve~~ten director nominees following the instructions on your proxy card, via the internet or over the ~~phone.~~phone
ELECTION
OF
DIRECTORS



	2014 (in millions)	2013 (in millions)

Audit Fees	$15.0	$15.1

Audit-Related Fees⁽¹⁾	14.2	3.9

Tax Fees	0.6	2.2

All Other Fees⁽²⁾	9.3	0.1

TOTAL	39.1	21.3


	*2016* *(in millions)*		*2015* *(in millions)*
Audit Fees	$	14.5	$15.8
Audit-Related Fees*		22.0	1.1
Tax Fees		0.2	0.2
All Other Fees		0.0	3.0
TOTAL	$	36.7	$20.1


PROPOSAL 2:
~~PROPOSAL 2:~~					*The Board of Directors recommends that you vote ~~"FOR"~~“FOR” the following resolution:*
~~RATIFICATION~~ OF ~~INDEPENDENT~~ ~~REGISTERED~~ ~~PUBLIC~~ ~~ACCOUNTING~~ ~~FIRM~~					RESOLVED: That the action of the Audit Committee in employing PricewaterhouseCoopers LLP as the independent registered public accounting firm for the year ~~2015~~2017 to perform the functions assigned to it in accordance with Article III, Section 4, of the Bylaws of E. I. du Pont de Nemours and Company hereby is ratified.
RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



*Name and Address of Beneficial Owner*			Number of Shares Beneficially Owned	Percent of Shares Outstanding⁽⁴⁾

~~Blackrock,~~ Capital World Investors 333 South Hope Street Los Angeles, CA 90071	90,469,881⁽¹⁾	10.46%
The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355	58,895,084⁽²⁾	6.81
BlackRock, Inc. 55 East 52^nd52nd Street New York, NY ~~10022~~10055	57,080,388⁽³⁾	6.60


	~~57,240,194~~⁽¹⁾
28	~~57,240,194~~⁽¹⁾	~~6.30~~⁽¹⁾

~~The Vanguard Group~~ ~~100 Vanguard Blvd.~~ ~~Malvern, PA 19355~~	~~50,112,269~~⁽²⁾		~~5.53~~⁽²⁾

*Name*	*Direct⁽¹⁾*	*Indirect⁽²⁾*	Right to Acquire⁽³⁾	Percent of Class


	Amount and Nature of Beneficial Ownership (Number of Shares)


L. Andreotti	0	0	6,968	*

E. D. Breen⁽⁴⁾	13,000	0	0	*

R. H. Brown⁽⁵⁾	0	0	52,030	*

R. A. Brown	0	110	22,926	*

B. P. Collomb⁽⁶⁾	16,440	0	7,347	*

C. J. Crawford⁽⁵⁾	150	235	43,170	*

A. M. Cutler	5,000	0	42,554	*

E. I. du Pont	769	1,601	23,878	*

J. L. Gallogly⁽⁴⁾	3,000	0	0	*

M. A. Hewson	2,896	0	32,850	*

L. D. Juliber	0	600	60,202	*

E. J. Kullman	304,941	9,745	756,933	*

U. M. Schneider	0	0	956	*

L. M. Thomas	6,254	2,000	7,347	*

P. J. Ward	0	0	3,078	*

J. C. Borel	101,527	12,727	206,495	*

T. M. Connelly, Jr.	54,188	29,044	406,359	*

N. C. Fanandakis	104,996	0	155,534	*

M. P. Vergnano	113,430	0	111,986	*

Directors and Executive Officers as a Group	784,833	56,062	2,128,199	*


	Amount and Nature of Beneficial Ownership (Number of Shares)
*Name*	*Direct⁽¹⁾*	*Indirect⁽²⁾*	Right to Acquire⁽³⁾	Percent of Class
L. Andreotti	0	0	12,208	*
E. D. Breen	37,501	15,150	137,050	*
R. A. Brown	0	110	27,197	*
A. M. Cutler	5,000	0	55,699	*
E. I. du Pont	769	1,655	22,719	*
J. L. Gallogly	17,250	0	5,517	*
M. A. Hewson	2,896	0	36,582	*
L. D. Juliber	1,000	600	61,285	*
U. M. Schneider	0	0	5,658	*
L. M. Thomas	7,499	2,000	12,621	*
P. J. Ward	0	0	7,970	*
J. C. Collins	29,689	28,047	59,081	*
N. C. Fanandakis	137,954	0	275,638	*
C. M. Doyle	100	0	31,751	*
S. L. Fox	1,367	0	30,666	*
Directors and Executive Officers as a Group	304,069	47,562	926,696	*


~~Executive Summary~~		40
~~Our Performance in 2014~~		41
~~Summary of Our 2014 Compensation Actions~~		43
~~Consideration of Say On Pay Results~~		44
~~Our Executive Compensation Philosophy~~		46
~~How We Determine Executive Compensation~~		46
~~Oversight Responsibilities for Executive Compensation~~		46
~~We Conduct a Competitive Analysis~~		47
~~Components of Our Executive Compensation Program~~		48
~~Direct Compensation Components~~		48
~~Benefits, Retirement and Other Compensation Components~~		49
~~How We Manage Compensation Risk~~		50
~~Payout Limitations or Caps~~		50
~~Stock Ownership Guidelines~~		50
~~Compensation Recovery Policy (Clawbacks)~~		51
~~2014 Compensation Decisions~~		52
~~Our Annual Compensation Program~~		52
~~Our Long-Term Incentive Program~~		56
~~2014 NEO Performance and Total Compensation Summary~~		58

PROPOSAL 6:

~~PROPOSAL 7.~~

The Board of Directors recommends that you vote ~~"AGAINST"~~“AGAINST” this ~~proposal:~~proposal.

STOCKHOLDER
PROPOSAL ON
ACCIDENT RISK
REDUCTION
REPORT

~~TRIAN~~
~~PROPOSAL~~

AGAINST