Summary
This 8-K filing from Deere & Company (DE), dated December 4, 2006, announces a significant change to its corporate governance. Effective November 29, 2006, the company's Board of Directors approved amendments to its bylaws that alter the vote standard for the election of directors. This change is particularly relevant for investors concerned with director accountability and corporate governance practices. The key change moves the vote standard from a plurality to a majority of votes cast in uncontested director elections. This means that for a director to be elected without opposition, they must receive more 'for' votes than 'against' votes. Furthermore, the bylaws now stipulate a resignation policy for directors who fail to receive a majority of votes in such elections, requiring them to offer their resignation to the Board, which will then publicly disclose its decision and reasoning.
Key Highlights
- 1Deere & Company amended its bylaws to change the director election vote standard from plurality to majority of votes cast in uncontested elections.
- 2This change enhances director accountability to shareholders.
- 3A director failing to achieve a majority of votes in an uncontested election must offer their resignation to the Board.
- 4The Corporate Governance Committee will review the tendered resignation and make a recommendation to the Board.
- 5The Board will decide on the resignation within 90 days of election results certification and publicly disclose its decision and rationale.
- 6The amended bylaws are effective as of November 29, 2006.
- 7The filing includes Exhibit 3, which contains the amended bylaws.