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

Bylaws

On October 19, 2022, the Board of Directors approved an amendment and restatement of the Company's bylaws, (such amended and restated Company bylaws, the "Sixth Amended and Restated Bylaws"), effective as of such date.

Among other matters, the Sixth Amended and Restated Bylaws update certain procedural requirements related to director nominations by stockholders in light of Rule 14a-19 under The Securities Exchange Act of 1934 ("Exchange Act Rule 14a-19"), which requires the use of universal proxy cards in director contests.

Specifically, the Sixth Amended and Restated Bylaws provide, among other things, that the stockholder must (i) include in its advance notice of nomination, a representation that the stockholder intends to deliver a proxy statement and form of proxy to holders of the Company's voting shares representing at least sixty-seven percent (67%) of the voting power of the stock entitled to vote generally in the election of directors and all other information required under Exchange Act Rule 14a-19, and (ii) further update and supplement such notice to provide evidence that the stockholder has solicited proxies from holders of at least 67% of the voting power of the Company's outstanding capital stock entitled to vote in the election of directors.

Additional changes to the Sixth Amended and Restated Bylaws include removing the requirement for the Company to produce and keep for inspection by any stockholder at the time and place of a meeting of stockholders a complete list of the stockholders entitled to vote at such meeting, which conform to recent amendments to the Delaware General Corporation Law.

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

Item 9.01 Financial Statements and Exhibits.



(d)  Exhibits.

  Exhibit Number    Description
      3    .1       Sixth Amended and Restated Bylaws of DuPont de Nemours, Inc.
        104         The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

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