Corteva, Inc.
For the period ended Apr 30, 2025. Filed Mar 21, 2025.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Apr 30, 2025 · Filed Mar 21, 2025
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
|---|---|
| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Pursuant to §240.14a-12 |
CORTEVA, INC.
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
| ☒ | No fee required. |
|---|---|
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
9330 Zionsville Road
Indianapolis, Indiana 46268
March 21, 2025
LETTER FROM CHAIRMAN
AND CHIEF EXECUTIVE OFFICER
Dear Investor:On behalf of the Board of Directors (the “Board”), we are pleased to invite you to the Annual Stockholder Meeting of Corteva, Inc. (“Annual Meeting”), which will be held virtually on April 30, 2025 at 8:00 a.m. Eastern Daylight Time. Included with this letter, you will find a notice setting forth the agenda for the Annual Meeting, along with our Proxy Statement discussing these agenda items in more detail and how to participate in the Annual Meeting.
| Our Performance In 2024, our teams delivered solid performance in technology penetration, customer delivery and productivity that allowed us to continue to grow our margins, despite crop protection supply imbalances. Given our strong results for the full year 2024, we returned more than $1.5 billion to stockholders during the year via dividends and share repurchases, while also investing in research and development and early-state disruptive technologies through our Corteva Catalyst platform that will drive long-term value creation for our stockholders in the years to come.As an agriculture technology company, our innovation on behalf of customers and our commitment to their productivity is the foundation of our ability to deliver long-term value for our stockholders and help sustain the planet by contributing to secure, sustainable food and energy supplies. Our technologically advantaged seed technologies contributed significantly to our margin growth in 2024 with EnlistTM E3 soybeans being the number one soybean technology in the United States. In crop protection our sales of sustainable, differentiated technologies, including RinskorTM and our spinosyns franchise, outpaced our older technologies and we received over 200 registration approvals for our crop protection products spanning over 30 active ingredients. Finally, the execution on our business and operational strategy, as well as ongoing productivity initiatives, continue to allow us to optimize our resource allocation, including returns to stockholders, as well as investment in our research capabilities and disruptive technologies, to drive the long-term value creation for our stockholders and customers. | Your Highly Qualified Board of Directors Your Board is recommending for election at this year’s Annual Meeting a slate of twelve highly qualified directors. Each of these individuals has been carefully vetted through our board assessment and refreshment processes to assure the right mix of expertise, experience, and perspective to provide the best possible oversight of the Company’s strategic direction. The Board slate proposed is varied in personal attributes, skill, and perspectives, while also being well-experienced in agriculture, chemical manufacturing, innovation, and technology. Engagement We believe it is essential to engage with all our stakeholders to assure that a mix of perspectives helps guide our value creation strategy. In 2024, Corteva engaged in constructive dialogue with stockholders representing approximately 40% of our outstanding common stock to hear their perspectives on Corteva’s business and innovation strategy, corporate governance policies, sustainability priorities, human capital management, and compensation practices. Your vote is very important, regardless of the number of shares you own. Whether or not you plan to attend the Annual Meeting, we hope you will vote as soon as possible. On behalf of the Board and management, we thank you for your continued investment in Corteva. Sincerely, | ||
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| Gregory R. PageChair of Board | Charles V. MagroChief Executive Officer and Director |
NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS
Dear Stockholder:
At the 2025 Annual Meeting of Stockholders (the “2025 Meeting”), stockholders will vote on the following matters either by proxy or in person:
| Date:April 30, 2025Time:8:00 a.m. Eastern Daylight TimeLocation:Virtually at –www.virtualshareholdermeeting.com/CTVA2025 | Agenda:1.The election of 12 directors. The 12 nominees recommended by the Board of Directors are identified in the Proxy Statement.2.Advisory resolution to approve the compensation of the Company’s named executive officers.3.Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for fiscal year 2025.4.Transaction of any other business as may properly come before the 2025 Meeting. |
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How to Vote
Your vote is important. Whether or not you plan on attending the 2025 Meeting, please vote your shares as soon as possible by internet, telephone or mail.
| BY INTERNETFollow the instructions on your enclosed proxy card | BY PHONEFollow the instructions on your enclosed proxy card | BY MAILUse the postage-paid envelope provided |
The Board of Directors of Corteva, Inc. (the “Board”) has set the close of business on March 5, 2025, as the record date for determining stockholders who are entitled to receive notice of the 2025 Meeting and to vote.
Proof of stock ownership is necessary to attend the 2025 Meeting. The 2025 Meeting will be a completely virtual meeting with no physical meeting location. Please see page 3 of the Proxy Statement for more information on attending virtually.
As permitted by U.S. Securities and Exchange Commission (the “SEC”) rules, proxy materials were made available via the internet. Notice regarding the availability of proxy material and instructions on how to access those materials were mailed to certain stockholders of record on or about March 21, 2025 (the “Notice”). These instructions include how to vote online and how to request a paper copy of the proxy materials. This method of notice and access gives the Company the opportunity to deliver proxy materials to stockholders in a lower cost, more environmentally sound manner.
Thank you for your continued support and your interest in Corteva, Inc.
Cornel B. Fuerer
Senior Vice President, Chief Legal & Public Affairs Officer, and Secretary
March 21, 2025
The Notice, Proxy Statement and Annual Report are available at www.proxyvote.com Stockholders may request their proxy materials be delivered to them electronically in 2025 by visitingwww.investordelivery.com
Cautionary Statement About Forward-Looking Statements
This Proxy Statement contains certain estimates and forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about Corteva’s financial results or outlook; strategy for growth; product development; regulatory approvals; market position; capital allocation strategy; liquidity; sustainability initiatives; the anticipated benefits of acquisitions, restructuring actions, or cost savings initiatives; and the outcome of contingencies, such as litigation and environmental matters, are forward-looking statements.
Forward-looking statements and other estimates are based on certain assumptions and expectations of future events, which may not be accurate or realized, and also involve risks and uncertainties, many of which are beyond Corteva’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on Corteva’s business, results of operations and financial condition. Some of the important factors that could cause Corteva’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of the company's products; (ii) failure to successfully develop and commercialize the company's pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the company's biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws or permit requirements; (vi) effect of climate change and unpredictable seasonal and weather factors; (vii) failure to comply with competition and antitrust laws; (viii) effect of competition in the company's industry; (ix) competitor’s establishment of an intermediary platform for distribution of the company's products; (x) risk related to geopolitical and military conflict; (xi) effect of volatility in the company's input costs; (xii) risks related to the company's global operations; (xiii) effect of industrial espionage and other disruptions to the company's supply chain, information technology or network systems; (xiv) risks related to environmental litigation and the indemnification obligations of legacy EIDP liabilities in connection with the separation of Corteva; (xv) impact of the company's dependence on third parties with respect to certain of its raw materials or licenses and commercialization; (xvi) failure of the company's customers to pay their debts to the company, including customer financing programs; (xvii) failure to effectively manage acquisitions, divestitures, alliances, restructurings, cost savings initiatives, and other portfolio actions; (xviii) failure to raise capital through the capital markets or short-term borrowings on terms acceptable to the company; (xix) increases in pension and other post-employment benefit plan funding obligations; (xx) risks related to pandemics or epidemics; (xxi) capital markets sentiment towards sustainability matters; (xxii) the company's intellectual property rights or defense against intellectual property claims asserted by others; (xxiii) effect of counterfeit products; (xxiv) the company's dependence on intellectual property cross-license agreements; and (xxv) other risks related to Corteva’s separation from DowDuPont.
Additionally, there may be other risks and uncertainties that Corteva is unable to currently identify or that Corteva does not currently expect to have a material impact on its business. Where, in any forward-looking statement or other estimate, an expectation or belief as to future results or events is expressed, such expectation or belief is based on the current plans and expectations of Corteva’s management and expressed in good faith and believed to have a reasonable basis, but there can be no assurance that the expectation or belief will result or be achieved or accomplished. Corteva disclaims and does not undertake any obligation to update or revise any forward-looking statement, except as required by applicable law. A detailed discussion of some of the significant risks and uncertainties which may cause results and events to differ materially from such forward-looking statements is included in the section titled “Risk Factors” of our Annual Report on Form 10-K.
Our Website
No portion of the Company’s website, or the materials contained on it, have been made part of this Proxy Statement or our Annual Report on Form 10-K. Nor are any such portion of the Company’s website, or materials contained on it incorporated herein by reference, unless such incorporation is specifically mentioned herein.
Product Disclosures
Products with TM and ® are trademarks of Corteva Agriscience LLC and its affiliated companies. The transgenic soybean event in Enlist E3® soybeans is jointly developed and owned by Corteva Agriscience LLC and M.S. Technologies, L.L.C.
2025 Annual Meeting of Stockholders
Corteva, Inc.
TABLE OF CONTENTS
| Proxy Statement Summary · ii · Agenda Item 2: | |||
|---|---|---|---|
| Voting and Attendance Procedures | 1 | Advisory Resolution to Approve Executive Compensation | |
| 64 | |||
| Corporate Governance | 5 | ||
| Board of Directors | 5 | Agenda Item 3: | |
| Corporate Governance Policies | 6 | Ratification of the Appointment of the | |
| Board Committees | 10 | Independent Registered Public | |
| Accounting Firm | 65 | ||
| Related Person Transactions | 14 | Fees Paid to Independent RegisteredPublic Accounting Firm | 66 |
| Our Policies | 14 | ||
| Audit Committee’s Pre-Approval Policies | |||
| Corporate Responsibility and Values | 15 | and Procedures | 66 |
| Report of the Audit Committee | 67 | ||
| Agenda Item 1: | Additional Information | 68 | |
| Election of Directors | 18 | Future Stockholder Proposals | 68 |
| Board Composition | 18 | Future Annual Meeting Business | 68 |
| Director Nominees | 21 | Future Director Nominee Through Proxy Access | 68 |
| Director Compensation | 30 | Multiple Stockholders With the Same Address | 68 |
| Equity Compensation Plan Information | 31 | Electronic Delivery of Proxy Materials | 69 |
| Compensation Discussion and Analysis | 33 | Appendix A: Non-GAAP Metrics | A-1 |
| Executive Summary | 34 | ||
| How We Determine Executive Compensation | 36 | ||
| Components of Our Executive Compensation Program | 38 | ||
| How We Manage Compensation Risk | 41 | ||
| 2024 Compensation Decisions | 42 | ||
| Compensation of Executive Officers | 48 | ||
| 2024 Summary Compensation Table | 48 | ||
| 2024 Grants of Plan-Base Awards | 51 | ||
| Outstanding Equity Awards | 52 | ||
| 2024 Option Exercises and Stock Vested | 53 | ||
| Pension Benefits | 53 | ||
| Nonqualified Deferred Compensation | 55 | ||
| Potential Payments Upon Termination or Change in Control | 56 | ||
| Compensation Committee Interlocks and Insider Participation | 58 | ||
| Compensation Committee Report | 58 | ||
| CEO Pay Ratio | 59 | ||
| Pay For Performance | 59 | ||
Corteva 2025 Proxy Statement |i
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.