Split, move, board fight: 'Best times ahead,' says DuPont CEO

DuPont Co. CEO Ellen Kullman sent this letter Monday to DuPont Co. employees near the company's Wilmington, Del. headquarters as staff prepares to relocate to the company's suburban Chestnut Run complex, in the face of a contested board election. Some highlights (NOTES and emphases added): 

Dear Colleagues: The next few weeks will be very active as we advance the move to Chestnut Run, approach the official launch of Chemours and enter the final phase of the proxy contest with Trian Fund Management (Nelson Peltz's hedge fund group. Trian says here that DuPont under Kullman underperformed, while she reaped millions in stock payouts; and that DuPont should speed expense cuts so shareholders get more cash.)...

With the move to Chestnut Run, our changes in location undoubtedly make more real the impending division of DuPont and Chemours (DuPont's plan spin-off, which will separate titanium dioxide plants generating 20% of the company's $35 billion in yearly revenues into a new company, and pay $4 billion to DuPont shareholders. More here.) I believe deeply that the best times are ahead for both organizations. The separation will create two strong companies...

(OWNERS BACK US, NOT PELTZ:) Nick (Fanandakis [corrected], DuPont CFO) and I, together with a group of our highly engaged directors, have been meeting and speaking with our shareholders. With increasing clarity about how our strategy is working and how it will continue to deliver increasing value, shareholders are very supportive of our strategic path forward...

(THOUGH SOME OF YOU MIGHT NOT BE WITH US FOR LONG:) As we scale the organization for the next generation DuPont, related changes are impacting our people. We will continue to address changes and impacts on our people as respectfully and sensitively as we can, in a time when we must focus on being as competitive as possible—especially in light of the challenging markets in which we are operating.

(STRESS ALERT:) The next few weeks of the proxy contest might feel increasingly intense as Trian continues to press its case publicly and with our shareholders.

The primary reason we are so actively opposing having Trian on the Board is their risky, value-destructive agenda to breakup the Company and add excessive debt -- which relies on a campaign that significantly misrepresents and distorts the facts.

(I'M NOT CASHING OUT, NET:) One example is Trian's attempt to question my confidence in our long term potential by making misleading statements about my stock ownership, including in our local Wilmington newspaper, with references to options exercised last fall under a 10b5-1 plan that exercises options at a pre-determined price.

In fact, my ownership of DuPont stock has consistently grown over time. It is four times greater than DuPont's corporate governance requirement for executive stock ownership... I have a significant stake in our company's future, and my compensation is closely aligned with the interests of shareholders.

(I'M DIGGING IN:) After 26 years with DuPont, and six as its CEO, I am proud of how we have grown value for customers and shareholders, outperforming our peers and major stock indexes. I could not be more committed to DuPont or confident that, working together, we will continue to generate significantly greater value in the years ahead.

(SAVE THE BRANDYWINE!:) I often remind myself, as I am sure you do, of our 212-year history as an iconic American company. During this time of change, I encourage all of us to draw on our heritage, our core values, our history of reinvention—and on each other—to help us stay focused on our customers and on all we will accomplish in the future. -- Ellen