UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date
of Report (Date of Earliest Event Reported) April 30, 2008
E. I. du Pont de Nemours and Company
(Exact Name of Registrant as Specified in Its Charter)
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| Delaware
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1-815
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51-0014090 |
| (State or Other Jurisdiction
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(Commission
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(I.R.S. Employer |
| Of Incorporation)
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File Number)
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Identification No.) |
1007 Market Street
Wilmington, Delaware 19898
(Address of principal executive offices)
Registrant’s telephone number, including area code: (302) 774-1000
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the
filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c)) |
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| Item 5.02 |
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers |
On April 30, 2008, the Compensation Committee of the Board of Directors (the “Committee”) of E. I.
du Pont de Nemours and Company (the “Company”) recommended, and the Board of Directors of the
Company approved, the adoption of the E. I. du Pont de Nemours Management Deferred Compensation
Plan (the “Plan”), under which a select group of management or highly compensated employees
(“Participants”) may defer receipt of their compensation, including up to 60% of their base salary,
up to 60% of their short-term incentive (“STIP”) awards and up to 100% of their long-term incentive
(“LTI”) awards. The provisions of the Plan relating to the deferral of base salary and LTI Awards
are effective January 1, 2009. The provisions of the Plan relating to the deferral of STIP Awards
are effective for awards earned during 2008 and payable in 2009.
Each year a Participant may choose to allocate his/her deferral contributions of base salary and
STIP awards into as many as five separate investment subaccounts (“Directed Investment
Subaccounts”), and choose a distribution method specific for each subaccount. Separate investment
elections may be made for each Directed Investment Subaccount.
In addition, a Participant may choose to allocate his/her deferral contributions of LTI awards into
as many as five separate stock unit subaccounts (“Stock Unit Subaccounts”), and choose a
distribution method specific for each subaccount. Each Stock Unit Subaccount will consist of
common stock units of the Company. Investment elections may not be made with respect to Stock Unit
Subaccounts.
Participant elections with respect to deferrals of compensation and distributions must generally be
made in the year preceding that in which the compensation is earned, except a newly eligible
Participant may generally make deferral elections up to 30 days after he/she first becomes eligible
to participate in the Plan. Deferral elections related to performance-based compensation may
generally be made no later than six months prior to the end of the performance period.
Participants may only change existing elections with respect to distributions if they satisfy
certain requirements set forth in the Plan, including that they do so no later than 12 months prior
to the first scheduled distribution and that they extend their deferral elections by at least five
years.
Participants may elect one or more investment funds, as designated by the Company, to be used to
determine the additional amounts to be credited to their Directed Investment Subaccounts. These
investment funds are for measurement purposes only and a Participant’s election of any such
investment fund is hypothetical and is not an actual investment of his/her Plan account in any such
investment funds. The Plan is an “unfunded” plan for state and federal income tax purposes and
Participants have the rights of unsecured creditors of the Company with regard to their Plan
accounts. Dividend equivalents will be allocated to Stock Unit Subaccounts and Directed Investment
Subaccounts to the extent such subaccounts consist of common stock units of the Company.
Participants may elect to receive distributions of their accounts on: (i) separation from service;
(ii) a specified date or in accordance with a fixed schedule; (iii) the earlier of (i) or (ii); or
(iv) a change of control, if occurring earlier than (i) or (ii). A Participant may also request a
distribution of all or a portion of his/her account in connection with certain unforeseeable
emergencies. The available forms of payment are a lump sum or annual installments for up to 15
years.
The foregoing description of the Plan does not purport to be complete and is qualified in its
entirety by reference to the Plan, which is filed as Exhibit 10.1 hereto, and is incorporated
herein by reference.
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Item 9.01.
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Financial Statements and Exhibits. |
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10.1 |
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E. I. du Pont de Nemours and Company Management Deferred Compensation Plan |
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