Corteva Inc
For the period ended Apr 26, 2024. Filed Mar 15, 2024.
View on SEC.govAbout this filing
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 26, 2024 · Filed Mar 15, 2024
Contents
Proxy Statement Summary
This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all information that you should consider, and you should read the entire Proxy Statement carefully before voting.
| ANNUAL MEETING OF STOCKHOLDERS | ||
| Date and Time | Place | Record Date |
| April 26, 2024 8:00 a.m. Eastern Daylight Time | Virtually at: www.virtualshareholdermeeting.com/ CTVA2024 | March 1, 2024 |
MEETING AGENDA AND VOTING RECOMMENDATIONS
| Agenda Item · Board Recommendation · Page | |||
|---|---|---|---|
| 1: | Election of Directors | FOR all board nominees | 18 |
| 2: | Advisory Resolution to Approve Executive Compensation | FOR | 62 |
| 3: | Ratification of the Appointment of the Independent Registered Public Accounting Firm | FOR | 63 |
| 4. | Approve an Amendment to Corteva’s Certificate of Incorporation | FOR | 66 |
Corteva 2024 Proxy Statement |i
CORTEVA’S BACKGROUND
Corteva is a U.S. based, pure-play agriculture company that provides farmers around the world the most complete portfolio in the industry — leveraging its global scale and comprehensive routes to market to deliver innovative agriculture solutions to its farmer customers and contribute to a sustainable global agricultural system. Corteva is ideally equipped to solve farmers’ productivity challenges through its balanced and diverse portfolio of seed and crop protection offerings. Corteva leverages the power of its unique distribution strategy, superior product pipeline, and unmatched customer relationships to deliver earnings growth, while taking actions across the organization to drive margin expansion and increase operating efficiency. At the same time, Corteva maintains a disciplined approach to capital allocation, balancing its investment in ongoing growth initiatives with enhancing the return of capital to stockholders.
ii | Corteva 2024 Proxy Statement
Director Nominees
You are being asked to vote on the election of 13 directors: Lamberto Andreotti; Klaus A. Engel; David C. Everitt; Janet P. Giesselman; Karen H. Grimes; Michael O. Johanns; Rebecca B. Liebert; Marcos M. Lutz; Charles V. Magro, Nayaki R. Nayyar; Gregory R. Page; Kerry J. Preete; and Patrick J. Ward. All directors are elected annually. Detailed information about the Board nominees’ background, skills, diversity, and expertise can be found in Agenda Item 1: Election of Directors.
| Name Age Current Position | Independent | Audit Committee | Governance and Compliance Committee | People and Compensation Committee | Sustainability& Innovation Committee | Other Current Public Boards |
|---|---|---|---|---|---|---|
| (As of the date of this Proxy Statement) | ||||||
| Lamberto Andreotti Age 73 Retired Chair & Chief Executive Officer, Bristol-Myers Squibb | 🌑 | 🌑C | 🌑 | 1 | ||
| Klaus A. Engel, Ph.D. Age 67 Retired Chief Executive Officer, Evonik Industries | 🌑 | 🌑 | 🌑 | 0 | ||
| David C. Everitt Age 71 Retired Agricultural & Turf Division President, Deere & Company | 🌑 | 🌑 | 🌑 | 3 | ||
| Janet P. Giesselman Age 69 Retired President and General Manager, Dow Oil & Gas | 🌑 | 🌑C | 🌑 | 2 | ||
| Karen H. Grimes Age 67 Retired Senior Managing Director & Partner, Wellington Management | 🌑 | 🌑 | 🌑 | 2 | ||
| Michael O. Johanns Age 73 Retired U.S. Senator and U.S. Secretary of Agriculture | 🌑 | 🌑 | 🌑 | 1 | ||
| Rebecca B. Liebert, Ph.D. Age 56 Chief Executive Officer, The Lubrizol Corporation | 🌑 | 🌑 | 🌑C | 0 | ||
| Marcos M. Lutz Age 54 Chief Executive Officer, Ultrapar Participações S.A. | 🌑 | 🌑 | 🌑 | 1 | ||
| Charles V. Magro Age 54 Chief Executive Officer, Corteva, Inc. | 1 | |||||
| Nayaki R. Nayyar Age 53 Chief Executive Officer, Securonix, Inc. | 🌑 | 🌑 | 🌑 | 1 | ||
| Gregory R. Page Age 72 Retired Chair & Chief Executive Officer, Cargill, Incorporated | 🌑 | 🌑 | 🌑 | 3 | ||
| Kerry J. Preete Age 63 Retired Executive VP & Chief Strategy Officer, Monsanto Company | 🌑 | 🌑 | 🌑 | 1 | ||
| Patrick J. Ward Age 60 Retired Chief Financial Officer, Cummins Inc. | 🌑 | 🌑C | 🌑 | 1 | ||
C = Chair
Corteva 2024 Proxy Statement |iii
The table below sets forth key metrics and attributes regarding our slate of director nominee slate.
| Gender Diversity | Ethnic/Racial Diversity | Non-U.S. Born |
|---|---|---|
| 92% Independent | 4.1 years Average Tenure | 64 years Average Age |
| ✔ 12 of 13 Director nominees are independent | |
| CORPORATE GOVERNANCE BEST PRACTICES As part of Corteva’s commitment to high ethical standards, the Board follows sound governance practices. These practices, which are summarized here, are described in more detail beginning on page 5 of the Proxy Statement and on the Company’s website at https://investors.corteva.com/. | ✔ Independent Board committees ✔ Annual Board elections ✔ Director elections by a majority of votes cast ✔ Directors not elected by a majority of votes cast are subject to the Company’s resignation policy ✔ Independent director executive sessions ✔ Annual Board, committee, and individual director evaluations ✔ Director orientation and education ✔ Non-employee directors are required to hold equity compensation until minimum holding requirement is met ✔ Required to hold 5 times their annual cash retainer within 5 years ✔ Executives and directors prohibited from hedging or pledging Company stock ✔ Stockholder right to call special meetings (25% ownership threshold) ✔ No super-majority stockholder voting requirements ✔ Eligible stockholders are able to nominate directors through proxy access |
iv | Corteva 2024 Proxy Statement
The following summarizes key governance characteristics related to the executive compensation programs in which the named executive officers participate:
KEY EXECUTIVE COMPENSATION PRACTICES
✔ Use of performance metrics to align pay with performance with a structure designed to discourage excessive risk-taking ✔ Balancing short-term and long-term incentives using multiple performance metrics, which balance achieving near-term targets with investing for sustainable long-term growth through innovation ✔ Set rigorous stock ownership and retention requirements for our named executive officers ✔ Significant focus on performance-based pay ✔ Maintaining a compensation clawback policy ✔ Employ an independent compensation consultant to review and advise on executive compensation ✔ Use tally sheets to monitor executive compensation ✔ Regularly review the People and Compensation Committee charter to ensure independence and adherence to best practices and priorities ✔ Regularly review our peer group with the People and Compensation Committee to ensure appropriate benchmarking of our compensation programs ✔ Conducting annual say-on-pay votes ✔ Use an environmental, social and governance modifier in our short-term incentive plan to hold executives accountable for incremental progress toward the Company’s sustainability targets and aspirations ✔ Maintain regular engagement with our investors on the Company’s strategy, governance, and compensation programs û No single-trigger change in control agreements û Prohibit hedging and pledging of Corteva securities by our executives and directors û Prohibit option repricing, reloads, exchanges or options granted below market value û No tax gross-ups on benefits and perquisites (except for limited mobility benefits) û No dividends paid on unvested or unearned performance share units
Corteva 2024 Proxy Statement |v
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON APRIL 26, 2024
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 2024 by visiting www.investordelivery.com
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.