8-KLeadership ChangesMaterial AgreementsOther Events+1

Corteva, Inc. 8-K Report, Material Agreement (Mar 19, 2021)

Filed March 19, 2021For Securities:CTVA

Summary

Corteva, Inc. (CTVA) has entered into a significant agreement with Starboard Value LP and its affiliates, aiming to resolve a proxy contest. The agreement involves a temporary increase in the size of Corteva's Board of Directors from twelve to fifteen, with three independent directors nominated by Starboard (David C. Everitt, Janet P. Giesselman, and Kerry J. Preete) appointed immediately and slated for election at the 2021 Annual Meeting. Following this meeting, the Board size will reduce to thirteen, and three incumbent directors will not stand for re-election. Additionally, Karen H. Grimes has been appointed as a director, bringing the total to sixteen temporarily before the annual meeting. This settlement agreement includes customary standstill provisions, a commitment from Starboard to vote in favor of Corteva's nominees, and a withdrawal of Starboard's previous director nominations. The company also detailed committee assignments for the new directors and confirmed standard director compensation. This resolution is intended to provide stability and a path forward for the company's governance.

Key Highlights

  • 1Corteva has settled with activist investor Starboard Value LP through a board composition agreement.
  • 2The Board of Directors size will temporarily increase to fifteen, then reduce to thirteen after the 2021 Annual Meeting.
  • 3Three independent directors nominated by Starboard (Everitt, Giesselman, Preete) have been appointed to the Board and will be nominated for election.
  • 4Three incumbent directors (Brown, Juliber, Thomas) will retire and not seek re-election at the 2021 Annual Meeting.
  • 5Karen H. Grimes has also been appointed as a director, bringing the temporary total to sixteen.
  • 6Starboard has agreed to withdraw its previous director nominations and vote in favor of Corteva's slate and other board recommendations.
  • 7A standstill agreement is in place, restricting Starboard's actions for a defined period.

Frequently Asked Questions

The agreement results in a temporary expansion of Corteva's Board of Directors from twelve to fifteen members. Three directors nominated by Starboard and one additional independent director, Karen H. Grimes, have been appointed. Following the 2021 Annual Meeting, the Board size will permanently decrease to thirteen directors, with three current directors retiring.

Starboard Value LP, through this agreement, has withdrawn its prior director nominations and committed to voting its shares in favor of Corteva's director nominees and other board-recommended proposals at the 2021 Annual Meeting. They have also agreed to customary standstill provisions, indicating a period of cooperation.

Robert A. Brown, Lois D. Juliber, and Lee M. Thomas will retire from the Board of Directors at the end of their current terms and will not stand for re-election at the 2021 Annual Meeting.

The newly appointed independent directors will receive standard compensation for non-employee directors, as previously disclosed in Corteva's proxy statement.