What is the main change reported in this 8-K filing?

The main change is the elimination of Deere & Company's classified Board of Directors structure. This means all directors will now be elected annually, rather than in staggered three-year terms. This change was approved by stockholders on February 24, 2010.

When will the move to annual director elections be fully implemented?

The transition to electing the entire Board of Directors annually will be fully implemented beginning with the 2013 annual meeting. However, the provisions related to director removal and filling vacancies are effective for directors elected after the 2010 annual meeting.

How does this change benefit shareholders?

These changes enhance corporate governance by increasing director accountability. Annual elections give shareholders more frequent opportunities to vote on the performance of the entire board. Additionally, the ability to remove directors with or without cause provides shareholders with more direct power to influence board composition if they deem it necessary.

What happens if a director vacancy occurs before the 2013 annual meeting?

Vacancies on the board can be filled by a majority of the board of directors. Any director appointed to fill a vacancy will serve only until the next annual meeting of stockholders, at which point stockholders will elect a director to serve out any remaining term.

DE 8-K: Corporate Changes

Summary

Deere & Company (DE) filed an 8-K on February 25, 2010, reporting on significant amendments to its Certificate of Incorporation and Bylaws, approved by stockholders on February 24, 2010. The primary change is the elimination of the classified board structure, transitioning to annual elections for all directors. This move aligns with a trend towards greater director accountability to shareholders. The amendments also clarify how board vacancies are filled and introduce the ability for stockholders to remove directors with or without cause for those elected after the 2010 annual meeting. These changes are designed to enhance corporate governance and shareholder rights. By moving to an annual election of the entire board, investors gain more frequent opportunities to express their confidence in director performance. The ability to remove directors with or without cause further empowers shareholders by providing a mechanism to address underperformance or disagreements with board decisions between annual meetings. Investors should view these governance improvements positively as they generally lead to greater management and board responsiveness.

Key Highlights

1Deere & Company's stockholders approved amendments to the company's Certificate of Incorporation and Bylaws on February 24, 2010.
2The key change is the elimination of the classified Board of Directors structure, moving towards annual elections for all directors.
3This transition means that starting with the 2013 annual meeting, the entire Board will be elected annually.
4Amendments clarify that directors appointed to fill board vacancies will serve only until the next annual stockholder election.
5Stockholders now have the ability to remove directors with or without cause, specifically for those elected after the 2010 annual meeting.
6The amendments to the Bylaws reflect these changes, including provisions for filling vacancies and director removal.
7The company has filed the amended Restated Certificate of Incorporation and Bylaws as exhibits to this report.

DEERE & CO 8-K Report, Bylaw Amendment (Feb 26, 2010)

Summary

Key Highlights

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