8-KCorporate ChangesExhibits & Filings

DEERE & CO 8-K Report, Bylaw Amendment (Dec 4, 2006)

Filed December 4, 2006For Securities:DE

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.

Frequently Asked Questions

The primary change is that for uncontested director elections, a director must now receive a majority of the votes cast (more 'for' votes than 'against' votes) to be elected, rather than simply a plurality.

If a director fails to be elected by a majority of votes cast in an uncontested election, they are required to offer their written resignation to the Board of Directors.

The Corporate Governance Committee will review the tendered resignation and make a recommendation to the full Board. The Board will then make a decision on whether to accept or reject the resignation, or take other action, and will publicly disclose its decision and the reasons behind it within 90 days.

No, the change to a majority vote standard applies only to uncontested elections (where the number of nominees equals the number of directors to be elected). In contested elections, the vote standard remains a plurality of votes cast.