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DuPont strikes back at Peltz as proxy war heats up

A sign at the entrance to the DuPont chemical plant reads "Safety is a core value" in LaPorte, Texas, 26 miles (42 km) downtown Houston, November 17, 2014. REUTERS/Erwin Seba

By Swetha Gopinath

(Reuters) - DuPont (DD.N) hit back at activist investor Nelson Peltz's criticism of the company's performance, pointing out that its shareholder returns have been better than that of its rivals.

Trian, which owns a 2.68 percent stake in DuPont, has urged shareholders to vote Peltz and three other nominees to the company's board, calling the proxy vote a "referendum on DuPont's financial performance."

Up to Friday's close, DuPont's shares had risen 18 percent in the last 12 months, compared with a 7 percent increase for Dow Chemical Co (DOW.N). The S&P 500 Index (.SPX) had climbed 14 percent during the period.

Dow Chemical averted a proxy fight with Dan Loeb's hedge fund, Third Point LLC, last November by agreeing to add four independent directors to its board.

Trian, which had previously called for a break-up of DuPont, said last week it was "open-minded" about keeping the company together.

DuPont said on Tuesday it had met with Trian more than 20 times in an effort to "work constructively" with the fund.

"Despite our engagement, they presented an ultimatum to DuPont that they have continued to reiterate to us – break up the company, put Trian on the DuPont board, or face a proxy fight," Chief Executive Ellen Kullman said in a letter to shareholders.

DuPont named two of its own nominees as directors earlier this month, rebuffing Peltz's demand for a board seat.

The company has also refused Trian's demand to split its materials businesses from its agriculture, nutrition and health, and industrial biosciences divisions.

DuPont said it had started the process to spin off its performance chemicals unit "well before" Trian's investment, criticizing the hedge fund for trying to take credit for the move.

The company's board has always been willing to listen to Trian's suggestions but with Peltz insisting on a board seat for himself, a proxy fight was inevitable, a source close to DuPont told Reuters on Tuesday.

DuPont has not set a date for its annual shareholder meeting.

(Additional reporting By Kanika Sikka in Bengaluru; Editing by Saumyadeb Chakrabarty)