DEERE & CO
For the period ended Feb 28, 2024. Filed Jan 10, 2024.
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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.
Feb 28, 2024 · Filed Jan 10, 2024
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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☐
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 under §240.14a-12
DEERE & COMPANY
(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 14a6(i)(1) and 0-11.
Message from Our CHAIRMAN
and presiding director
| January 10, 2024Dear Fellow Shareholders,On behalf of the Board of Directors and the senior management team, we are pleased to invite you to join Deere & Company’s Annual Meeting of Shareholders, which will be held virtually on Wednesday, February 28, 2024 at 10 a.m. Central Standard Time (CST). You may join at virtualshareholdermeeting.com/DE2024. At this meeting, you will have a chance to vote on the matters set forth in the accompanying Proxy Statement. We will also report on our business and provide an opportunity for shareholders to ask questions.Since 1837, John Deere has conducted business essential to life. Our purpose is simple: We run so life can leap forward. That means empowering our customers to have economically and environmentally sustainable businesses so that they can provide the food, fuel, clothing, shelter, and infrastructure the world needs. Our performance is driven by our Smart Industrial Operating Model. It gives us valuable insights into the challenges our customers face and opportunities to use technology to further create value. An example of this is ExactShot™, our groundbreaking planting technology designed to dramatically reduce the amount of starter fertilizer needed during planting. In addition, we made our advanced camera detection and artificial intelligence systems from our revolutionary See & Spray™ platform available as a precision upgrade for previous-generation sprayers, helping to reduce herbicide use, lower costs, and decrease impact on crops and the land. And our new P-Tier line of excavators is built for increased productivity, efficiency, and reduced CO2e emissions. Our efforts are also being guided by our Leap Ambitions—focused, measurable goals designed to deliver exceptional customer experiences, robust financial outcomes, and sustainable practices while creating lasting value for our customers and John Deere.Most of all, we take pride in our employees. They serve as a key differentiator for John Deere and contributor to our customers’ success. And we continue to foster an environment that is inclusive and welcoming for everyone. We are excited about the opportunities that lie ahead for our company and your vote is very important. Whether or not you plan to virtually attend the Annual Meeting, please vote online, by phone, or via standard mail as soon as possible to ensure your vote is recorded promptly. Instructions are in the Proxy Statement, on the Notice of Internet Availability of Proxy Materials, and on the proxy card to explain how to vote your shares.On behalf of the Board of Directors, thank you for your ongoing support of Deere & Company.Sincerely, | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING TO BE HELD ON FEBRUARY 28, 2024:The Proxy Statement and Annual Report are available on our website at www.deere.com/stock. In addition to the Proxy Statement, we are sending you our Annual Report, which includes our fiscal 2023 financial statements. If you wish to receive future proxy statements and annual reports electronically rather than receiving paper copies in the mail, please turn to the section entitled “Electronic Delivery of Proxy Materials” for instructions. |
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| Chairman of the Board and Chief Executive Officer | | Presiding Director |
| John C. MayChairman of the Board,Chief Executive Officer, and President | | Charles O. Holliday, Jr.Presiding Director |
OUR HIGHER PURPOSE
WE RUN SO LIFE CAN LEAP FORWARDThis is the one planet we call home. One place to put down roots and lay foundations. One place to raise crops, kids, and hopes. One planet with one caveat: we must all work in harmony with it.At Deere, we’ve always believed in conducting business conducive to life. Paving or planting, we shape the spaces that sustain us. We turn raw materials into machines that advance a chain of livelihoods—from supplier to dealer, from our customers to their consumers, from ourselves to our communities. We innovate on behalf of productivity, profitability, and planet—not with solutions in search of a problem, but with revolutions that we believe elevate all lives in the one world we know.With the dignity that makes us Deere, we run with nature, run our factories with care, and run to support the people who trust us and the planet that sustains us. Working together to design and delight, test and train, outperform and overcome so life can leap forward.
OUR PURPOSE PRINCIPLES
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| We Live Up to the Legend by inventing and reinventing machines that carry the weight of our legendary brand. | | We Serve with Sincerity through timeless, genuine bonds with farmers, builders, dealers, doers, and each other. | ||
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| 03 | | 04 | ||
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| We Forge the Cutting Edge by leveraging our history of industry-changing innovation to develop solutions that improve lives. | | We Stay Ever Green as stewards of the land, water, and air that sustains us. | ||
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Our Purpose Principles describe who we are at our best, match what we think John Deere should uphold, and help us live our Higher Purpose daily. They do not replace our values, which are core to John Deere. Rather, the Purpose Principles complement them. Together, these four principles are the foundation of our purpose and can be used as guardrails for our decisions and actions as individuals and as a company.
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| | We invite you to learn more about John Deere’s Higher Purpose at: deere.com/en/our-company/higher-purpose |
Notice of 2024 Annual
Meeting of Shareholders
Purpose of Meeting
| Elect the 11 director nominees named in the Proxy Statement (see page 13). | | Date and TimeWednesday, February 28, 2024at 10 a.m. Central Standard Time (CST).PlaceThe Annual Meeting will be held onlineat virtualshareholdermeeting.com/DE2024.You will need to enter the 16-digit controlnumber on your proxy card, votinginstruction form, or Notice of InternetAvailability you previously received. See additional instructions on page 102.WhoHolders of record of shares of Deerecommon stock as of the close of business onJanuary 2, 2024, the record date, are entitled to vote. |
| Approve the compensation of Deere’s named executive officers on an advisory basis (“say-on-pay”) (see page 38). | ||
| Ratify the appointment of Deloitte & Touche LLP as Deere’s independent registered public accounting firm for fiscal 2024 (see page 87). | ||
| Vote on the shareholder proposals, if properly presented at the meeting (see page 91). | ||
| VotingYour opinion is very important. Please vote on the matters described in the accompanying Proxy Statement as soon as possible, whether or not you plan to participate in the online Annual Meeting. You can find voting instructions below and on page 102. | ||
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| By Phone: In the U.S. or Canada, you can vote your shares by calling 1-800-690-6903. | ||
| By Mail: You can vote by mail by marking, dating, and signing your proxy card or voting instruction form and returning it in the postage-paid envelope. | ||
| By Internet: You can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability, voting instruction form, or proxy card. | ||
| During the Meeting: You can vote electronically at the Annual Meeting. See page 102 for information on how to vote. | ||
| On behalf of the Board of Directors, I thank you for exercising your right to vote your shares. For the Board of Directors,Edward R. Berk, Corporate SecretaryMoline, Illinois, January 10, 2024 | ||
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| the 2024 Annual Meeting of Shareholders (the “Annual Meeting”) will be held exclusively online. | ||
Electronic Delivery
of Proxy Materials
Help us help the environment
We encourage all shareholders to voluntarily elect to receive all proxy materials electronically. This helps reduce the paper mailed to you and supports our goal of minimizing our environmental footprint.
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| Sign up for e-delivery atproxyvote.com. Please have your 16-digit control number available. | Benefits of E-Delivery:◾immediate and convenient access to the materials◾helps us reduce our impact on the environment◾helps us reduce our printing and mailing costs |
| Our environmental impactIn 2023, our E-Delivery initiative eliminated 418,133 sets of proxy materials from being produced and mailed. The estimated 399,840 pounds of paper being saved in this process represent the following: | |||
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| 798 tons of wood saved or the equivalent of 4,790 trees | | | 4,280,000 gallons of water saved or the equivalent of 3,080 clothes washers operating for one year |
| 5,100 million BTUs saved or the equivalent of 6,070 residential refrigerators operating for one year | | | 235,000 pounds of solid waste saved |
| 3,590,000 pounds of CO2 equivalent saved or the equivalent of 326 cars operating for one year | | | 319 pounds of hazardous air pollutants saved |
| Environmental impact estimates are calculated using the Environmental Paper Network Paper Calculator. For more information, visit www.papercalculator.org. | |||
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.