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.