8-KShareholder Matters

DEERE & CO 8-K Report, Shareholder Vote Results (Feb 27, 2023)

Filed February 27, 2023For Securities:DE

Summary

This 8-K filing from Deere & Company reports on the outcomes of their Annual Meeting of Shareholders held on February 22, 2023. The primary focus is on the voting results for key corporate governance matters, including the election of directors, advisory votes on executive compensation, and the ratification of the independent auditor. All director nominees were overwhelmingly elected, and shareholders approved the executive compensation on an advisory basis with strong support. Furthermore, the company will continue to hold advisory votes on executive compensation annually, aligning with shareholder preference. Investors will note the decisive outcomes for director elections and executive pay, signaling shareholder confidence in current leadership and compensation practices. The ratification of Deloitte & Touche LLP as the independent auditor provides continuity in financial oversight. The rejection of a shareholder proposal concerning termination pay indicates that the current severance policies are favored by a majority of voting shareholders over the proposed change.

Key Highlights

  • 1All director nominees for election at the 2023 Annual Meeting were elected by a substantial majority of votes.
  • 2Shareholders approved, on an advisory basis, the compensation paid to the Company's named executive officers.
  • 3Shareholders voted overwhelmingly in favor of holding advisory votes on executive compensation every one year.
  • 4Deloitte & Touche LLP was ratified as Deere & Company's independent registered public accounting firm for the fiscal year 2023.
  • 5A shareholder proposal seeking approval for senior manager severance payments exceeding 2.99 times base salary plus target short-term bonus was not approved.

Frequently Asked Questions

The key outcomes include the election of all director nominees, advisory approval of executive compensation, a shareholder vote to hold future executive compensation advisory votes annually, and the ratification of Deloitte & Touche LLP as the independent auditor. A shareholder proposal regarding termination pay was not approved.

Shareholders approved the executive compensation on an advisory basis, with approximately 204.8 million shares voting for the proposal and 15.9 million shares voting against it.

Following the shareholder vote, Deere & Company's Board of Directors has determined that the company will hold an advisory vote on executive compensation every year, consistent with the majority shareholder preference.

No, the shareholder proposal requesting shareholder approval for senior managers' severance or termination payments exceeding 2.99 times base salary plus target short-term bonus was not approved. Approximately 90.5 million shares voted for the proposal, while 129.2 million shares voted against it.