Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 27, 2021, the Board of Directors (the "Board") of DuPont de Nemours, Inc. (the "Company") increased the size of the Board to 13 directors and appointed Deanna M. Mulligan to the Company's Board of Directors. Ms. Mulligan was previously nominated by the Board for election at the Company's Annual Meeting of Stockholders on April 28, 2021 (the "Annual Meeting"). As disclosed in Item 5.07 below, Ms. Mulligan was elected to the Board by the Company's stockholders at the Annual Meeting. Immediately following the adjournment of the Annual Meeting the size of the Board was decreased from 13 to 12 directors.

Ms. Mulligan served as CEO of The Guardian Life Insurance Company of America, a mutual life insurance company (Guardian), from 2019 to October 2020, as President and Chief Executive Officer of Guardian from 2011 to 2019 and as President and Chief Operating Officer of Guardian in 2010. She also served as a member of Guardian's Board of Directors from 2011 until her retirement at year-end 2020 and as its Board Chair from October 2020 until her retirement date. Ms. Mulligan joined Guardian in 2008 as the Executive Vice President, Individual Life and Disability. Prior to joining Guardian in 2008, Ms. Mulligan founded DMM Management Solutions LLC where she served as President from 2007 to 2008. Previously, she held several other management positions at McKinsey & Company, AXA Financial, Inc. and New York Life Insurance Company. Ms. Mulligan currently serves as a director of The Vanguard Group, Inc., Trustee of the Vanguard Funds, Trustee of the Economic Club of New York, Trustee of New York Presbyterian Hospital, Director of Chief Executives for Corporate Purpose, Director of Partnership for New York City and Trustee of the Bruce Museum.

Ms. Mulligan was appointed to the Environment, Health, Safety and Sustainability Committee of the Board and the People and Compensation Committee of the Board.

On April 30, 2021, the Company issued a press release announcing Ms. Mulligan's election to the Board, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 5.03 Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Certificate of Incorporation

At the Annual Meeting, the stockholders of the Company approved an amendment to the Company's Second Amended and Restated Articles of Incorporation, (the "Certificate of Incorporation"), to reduce to 15% the ownership threshold for stockholders to call a special meeting.

The Company's Board of Directors previously approved the amendment to the Certificate of Incorporation which became effective when the Company filed the Third Amended and Restated Certificate of Incorporation of DuPont de Nemours, Inc. with the Secretary of State of the State of Delaware on April 28, 2021.

The foregoing description of the amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Third Amended and Restated Certificate of Incorporation, which is filed as Exhibit 3.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Bylaws

On April 28, 2021, in connection with the effectiveness of the Third Amended and Restated Certificate of Incorporation the Board unanimously adopted the Fifth Amended and Restated Bylaws. The Fifth Amended and Restated Bylaws reduce to 15% the ownership threshold for stockholders to call a special meeting, consistent with the amendment to the Certificate of Incorporation approved by the Company's stockholders at the Annual Meeting. In addition, the Fifth Amended and Restated Bylaws (i) incorporate certain director nominee qualification requirements and advance resignation requirements from the Company's Corporate Governance Guidelines and Director Code of Conduct into the Company's bylaws; (ii) provide for certain amendments to the forum selection clause; and (iii) provide for certain administrative changes with respect to the appointment of officers.

The foregoing description does not purport to be complete and is qualified in its entirety by reference to the full text of the Fifth Amended and Restated Bylaws which is filed as Exhibit 3.2 to this Current Report on Form 8-K and is incorporated herein by reference.

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Item 5.07 Submission of Matters to a Vote of Security Holders. On April 28, 2021, the Company held the Annual Meeting. As of the close of business on March 8, 2021, the record date for the Annual Meeting, (the "Record Date"), 534,525,262 shares of the Company's common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 432,418,152 shares of common stock were voted in person or by proxy, representing 80.9 percent of the shares entitled to be voted. The following are the final voting results on the matters considered and voted upon at the Annual Meeting, all of which are described in the Company's 2021 Proxy Statement.



Agenda Item 1-Election of Directors. The Company's stockholders elected the
following 12 nominees to serve on the Board of Directors of the Company until
the next annual meeting of stockholders or until their successors have been duly
elected and qualified.


Director                           For            Against         Abstain        Broker Non-Votes
Amy G. Brady                   352,011,441       4,955,388        779,948           74,671,375
Edward D. Breen                333,238,255       21,723,475      2,785,047          74,671,375
Ruby R. Chandy                 351,517,159       5,445,085        784,533           74,671,375
Franklin K. Clyburn, Jr.       346,803,191       10,118,897       824,689           74,671,375
Terrence R. Curtin             350,056,174       6,843,557        847,046           74,671,375
Alexander M. Cutler            346,526,758       10,403,397       816,622           74,671,375
Eleuthère I. du Pont           349,973,425       7,040,595        732,757           74,671,375
Luther C. Kissam               349,954,017       6,965,352        827,408           74,671,375
Frederick M. Lowery            351,431,262       5,494,905        820,610           74,671,375
Raymond J. Milchovich          351,306,336       5,604,423        836,018           74,671,375
Deanna M. Mulligan             353,214,382       3,746,182        786,213           74,671,375
Steven M. Sterin               351,550,577       5,358,852        837,348           74,671,375

Agenda Item 2-Advisory Resolution to Approve Executive Compensation. The Company's stockholders approved, by advisory vote, the compensation of its named executive officers.



     For            Against         Abstain        Broker Non-Votes
 332,031,926       24,018,572      1,696,279          74,671,375

Agenda Item 3-Ratification of the Appointment of the Independent Registered Public Accounting Firm. The Company's stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2021.



     For            Against        Abstain        Broker Non-Votes
 427,805,833       3,820,925       791,394               -

Agenda Item 4-Amendment and Restatement of the Company's Certificate of Incorporation. The Company's stockholders approved the amendment and restatement of the Company's Certificate of Incorporation to reduce to 15% ownership threshold for stockholders to call a special meeting.



     For            Against         Abstain        Broker Non-Votes
 343,695,448       12,913,879      1,137,450          74,671,375

Agenda Item 5-Stockholder Proposal - Right to Act by Written Consent. The Company's stockholders did not approve a stockholder proposal regarding a request that the Board take such steps as may be necessary to permit action by written consent of the minimum number of stockholders entitled to cast the minimum number of votes necessary to authorize such action at a meeting of stockholders.

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     For             Against         Abstain        Broker Non-Votes
 124,648,865       230,944,662      2,153,250          74,671,375

Agenda Item 6-Stockholder Proposal - Annual Disclosure of EEO-1 Data. The Company's stockholders approved a stockholder proposal regarding a request for the Board to adopt a policy requiring the Company to disclose on its website its Consolidated EEO-1 Report.



     For            Against         Abstain        Broker Non-Votes
 294,360,528       57,074,382      6,311,867          74,671,375

Agenda Item 7-Stockholder Proposal - Annual Report on Plastic Pollution. The Company's stockholders approved a stockholder proposal regarding a request for that the Board of Directors of the Company issue an annual report to stockholders on plastic pollution.



     For            Against         Abstain        Broker Non-Votes

285,822,956 66,125,675 5,798,146 74,671,375




Item 9.01  Financial Statements and Exhibits.
(d)  Exhibits.
  Exhibit Number    Description
        3.1         Third Amended and Restated Certificate of Incorporation of DuPont de Nemours,
                    Inc.
        3.2         Fifth Amended and Restated Bylaws of DuPont de Nemours, Inc.
       99.1         Press Release, dated April 30, 2021, regarding the appointment of Deanna
                    Mulligan to the Board.
        104         The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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