8-KLeadership ChangesOther EventsExhibits & Filings

Corteva, Inc. 8-K Report, Executive Changes (Jun 26, 2019)

Filed June 26, 2019For Securities:CTVA

Summary

Corteva, Inc. (CTVA) filed an 8-K on June 26, 2019, reporting several key developments impacting its board and executive compensation structure, alongside a significant capital allocation decision. The company appointed Marcos Lutz to its Board of Directors, expanding its size to twelve members, and he has been assigned to the Audit Committee and the People and Compensation Committee. Additionally, Corteva adopted a new "Change in Control and Executive Severance Plan" effective June 25, 2019, which outlines severance packages for its CEO, named executive officers, and other eligible employees under specific termination conditions, particularly in the event of a change in control. This plan includes cash payments, pro-rated bonuses, accelerated vesting of awards, and continued benefits, subject to a release of claims and non-compete/non-solicitation provisions.

Key Highlights

  • 1Appointment of Marcos Lutz to the Board of Directors, increasing board size to twelve.
  • 2Marcos Lutz appointed to the Audit Committee and the People and Compensation Committee.
  • 3Adoption of the Corteva, Inc. Change in Control and Executive Severance Plan, effective June 25, 2019.
  • 4Severance plan provides cash payments, pro-rated bonuses, accelerated vesting of awards, and continued benefits for eligible employees upon qualifying termination.
  • 5Severance multiples vary for the CEO and other participants, with higher multiples applied during a change in control event (within two years).
  • 6Authorized a $1 billion share repurchase program with no expiration date.
  • 7Announced a third quarter common stock dividend of $0.13 per share, payable September 13, 2019.

Frequently Asked Questions

The plan provides eligible participants, including the CEO and other named executive officers, with a lump sum cash payment based on their base salary and target bonus, a pro-rated bonus for the year of termination, accelerated vesting of awards (especially during a change in control), and continued health benefits. These benefits are contingent on the execution of a release of claims and adherence to non-compete, non-solicitation, and confidentiality clauses.

The authorization of a $1 billion share repurchase program indicates the company's intent to return capital to shareholders and potentially increase shareholder value by reducing the number of outstanding shares. The program has no expiration date, allowing management flexibility in timing and execution based on market conditions and other factors.

Marcos Lutz has been appointed as a new member of Corteva, Inc.'s Board of Directors. He will also serve on the Audit Committee and the People and Compensation Committee, suggesting his involvement in financial oversight and executive compensation matters.

Yes, receiving severance benefits is conditioned upon the participant executing a release of claims against the company. Additionally, participants must agree to a one-year non-competition and non-solicitation period, and refrain from using confidential information or disparaging the company at any time after termination. For terminations before August 31, 2019, participants must also waive any benefits under previous DuPont severance plans.