8-KLeadership ChangesMaterial AgreementsCorporate Changes+2

Corteva, Inc. 8-K Report, Material Agreement (Jun 3, 2019)

Filed June 3, 2019For Securities:CTVA

Summary

Corteva, Inc. (CTVA) has officially completed its separation from DuPont de Nemours, Inc. (DuPont) and commenced operations as an independent, publicly traded agricultural science company. This 8-K filing announces the effective date of this separation, June 1, 2019, marking a significant corporate milestone. As a result, Corteva's common stock is now listed on the New York Stock Exchange under the ticker symbol "CTVA", allowing investors direct access to the company's performance. The filing also details the material definitive agreements entered into with DuPont and Dow Inc. governing the terms of their separation, including agreements related to separation, tax matters, employee matters, and intellectual property. These agreements are crucial for understanding the ongoing relationship and financial arrangements between the newly independent Corteva and its former parent and sibling entities. Additionally, changes to Corteva's Board of Directors and the appointment of Brian Titus as Vice President, Controller, and principal accounting officer are disclosed, signaling the establishment of Corteva's independent corporate governance and financial reporting structure.

Key Highlights

  • 1Corteva, Inc. is now an independent, publicly traded company, effective June 1, 2019.
  • 2Corteva's common stock is listed on the New York Stock Exchange under the ticker symbol "CTVA".
  • 3The separation was completed via a pro rata distribution of Corteva shares to DuPont shareholders.
  • 4Corteva is the successor issuer to E. I. du Pont de Nemours and Company (EID).
  • 5Key agreements have been executed with DuPont and Dow Inc. covering separation terms, tax matters, employee matters, and intellectual property.
  • 6Corteva's Board of Directors has been expanded and reconstituted with new appointments, including Gregory Page as non-executive Chairman.
  • 7Brian Titus has been appointed as Vice President, Controller, and principal accounting officer.

Frequently Asked Questions

This 8-K filing is highly significant as it officially announces the completion of Corteva's separation from DuPont and its commencement as an independent, publicly traded company. This marks a pivotal moment for investors, as Corteva's stock now trades independently on the NYSE under the ticker 'CTVA', providing direct investment exposure to its agricultural business.

Corteva becoming the successor issuer to E.I. du Pont de Nemours and Company (EID) means that Corteva assumes certain reporting and liability obligations previously held by EID. For investors, this confirms that Corteva's financial reporting and historical data will be considered as the continuation of EID's agricultural business operations.

Corteva has entered into several material definitive agreements with DuPont and Dow Inc. These include a Separation and Distribution Agreement, a Tax Matters Agreement, an Employee Matters Agreement, and an Intellectual Property Cross-License Agreement. These agreements define the terms and conditions governing the separation and the ongoing relationships between the entities.

The size of Corteva's Board of Directors was expanded from four to eleven members. Several new directors were appointed, and Gregory Page was appointed as the non-executive Chairman of the Board. This indicates the establishment of Corteva's independent corporate governance structure.