Who can utilize the new proxy access provision, and what are the requirements?

The proxy access provision can be utilized by a stockholder, or a group of up to 20 stockholders, who have continuously owned at least 3% of Deere & Company's outstanding common stock for a minimum of three years. These stockholders and their nominees must also meet other specific requirements detailed in the amended bylaws.

When will the proxy access provision become effective?

The proxy access provision will first be available to stockholders in connection with Deere & Company's 2017 annual meeting of stockholders.

Besides proxy access, what other significant changes were made to the bylaws?

Other significant changes include clarifications and updates to the advance notice bylaw and the special meeting bylaw. Additionally, the director retirement age has been raised from the first annual meeting following a director's 72nd birthday to the first annual meeting following their 75th birthday. The bylaws now also explicitly state the Board's ability to interpret and make determinations under the bylaws.

DE 8-K: Corporate Changes

Q: What is the main purpose of the bylaw amendments reported in this 8-K?

The primary purpose of the bylaw amendments is to implement a 'proxy access' provision, which allows eligible long-term stockholders to nominate director candidates for inclusion in the company's proxy materials. The amendments also include refinements to other existing bylaws and an increase in the director retirement age.

Summary

Deere & Company (DE) filed an 8-K on September 1, 2016, reporting amendments to its Bylaws. The primary change is the adoption of a 'proxy access' provision, allowing eligible stockholders (owning 3% or more for at least three years) to nominate director candidates for inclusion in the company's proxy materials. This move follows engagement with stockholders and is designed to align with best interests. Proxy access will be effective for the 2017 annual meeting. Other amendments include refinements to advance notice and special meeting bylaws, an increase in the director retirement age from 72 to 75, and explicit board authority for bylaw interpretation.

Key Highlights

1Deere & Company adopted a proxy access bylaw, allowing certain long-term stockholders to nominate directors.
2To utilize proxy access, stockholders must own at least 3% of common stock continuously for three years.
3The proxy access provision permits the nomination of up to two individuals or 20% of the Board, whichever is greater.
4Proxy access will be available to stockholders for the 2017 annual meeting.
5The director retirement age was increased from 72 to 75 years.
6The company also updated its advance notice and special meeting bylaws.
7The Board's authority to interpret and make determinations regarding the bylaws was explicitly stated.

DEERE & CO 8-K Report, Bylaw Amendment (Sep 1, 2016)

Summary

Key Highlights

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