DEERE & CO
For the period ended Feb 26, 2025. Filed Jan 10, 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.
Feb 26, 2025 · Filed Jan 10, 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☐
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 all boxes that apply):
☒ 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 LEAD director
| January 10, 2025Dear 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 26, 2025 at 10 a.m. Central Standard Time (CST). You may join at virtualshareholdermeeting.com/DE2025. 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 our founding in 1837, Deere & Company has conducted business essential to life, guided by a simple principle: We run so life can leap forward. Our commitment is to empower our customers toward creating economically and environmentally sustainable businesses essential for providing the world's necessities—food, fuel, clothing, shelter, and infrastructure.Our journey is driven by our Smart Industrial Operating Model, a beacon that lights our path to understanding our customers and innovating on their behalf. This strategy not only highlights the challenges they face but also frames the technological opportunities that lie ahead. An example of this is the groundbreaking products we launched in 2024, including the S- and T-Series combines and the new high-horsepower 9RX tractor—just to name a few. Each of these innovations is specifically designed to address challenges faced by our customers, such as unpredictable weather, labor shortages, and rising costs. These innovations are not just machines; we believe they're game changers equipped with advanced automation designed to boost harvest quality and efficiency. Furthermore, our JDLink™ Boost is revolutionizing rural connectivity, empowering dedicated farmers in remote areas to improve their outcomes.We are dedicated to setting industry benchmarks for exceptional customer experiences and robust financial outcomes, while fostering sustainable practices that create lasting value for both our customers and our company.At the heart of our success are our employees, whose dedication and expertise are indispensable in making Deere & Company a leader in the industries we serve. Their commitment is reflected in every product we create and every service we provide.As we look to the future, the prospects for Deere & Company are as promising as ever. Your participation and vote are crucial. Whether you attend the meeting virtually or not, please cast your vote online, by phone, or via mail at your earliest convenience to ensure it counts. 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. Thank you for your steadfast support and for your belief in Deere & Company. We look forward to continuing this journey with you.Sincerely, | IMPORTANT NOTICE REGARDING AVAILABILITY OF PROXY MATERIALS FOR THE VIRTUAL ANNUAL MEETING TO BE HELD ON FEBRUARY 26, 2025: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 2024 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 | | L Director |
| John C. MayChairman of the Board,Chief Executive Officer, and President | | Sherry M. SmithLead 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 advancements that we believe elevate all lives in the one world we share.With the values that make 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.
We run, powered by our purpose, and guided by our core values
We recently refreshed our core values, affirming through the addition of humanity our intrinsic belief that all people deserve to be treated with dignity and respect. These values define us and guide us, informing how we show up for each other and all those with whom we do business.
| INTEGRITYGROUNDS USWe earn trust through our words and our actions by doing the right thing, even when it is tough. | QUALITYDEFINES USWe pursue excellence in everything we do for our customers and people. By setting the bar high for our products, processes, services, and experiences, we set ourselves apart from others. | HUMANITYUNITES USWe treat people and our planet with dignity and respect. By building strong, connected, inclusive environments, we support a thriving world. | COMMITMENTDRIVES USWe follow through, offer a helping hand, and go above and beyond to make things right. By holding ourselves and others accountable, we run together to make giant leaps. | INNOVATIONGROWS USWe gain ground with each leap forward. By being curious, taking smart risks, and learning from mistakes, we forge innovations that grow a more sustainable world. |
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| | We invite you to learn more about John Deere’s Higher Purpose at www.deere.com/purpose |
Notice of 2025 Annual
Meeting of Shareholders
Purpose of Meeting
| Elect the 11 director nominees named in the Proxy Statement (see page 11). | | Date and TimeWednesday, February 26, 2025at 10 a.m. Central Standard Time (CST).PlaceThe 2025 Annual Meeting of Shareholders (the “Annual Meeting”) will be held exclusively online at virtualshareholdermeeting.com/DE2025.You will need to enter the 16-digit control number on your proxy card, voting instruction form, or Notice of Internet Availability you previously received. See additional instructions on page 104.WhoHolders of record of shares of Deerecommon stock as of the close of business on December 30, 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 36). | ||
| Ratify the appointment of Deloitte & Touche LLP as Deere’s independent registered public accounting firm for fiscal 2025 (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 104. | ||
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| By Phone: In the U.S. or Canada, you can vote your shares by calling 1-800-690-6903. You will need the 16-digit control number on the Notice of Internet Availability, voting instruction form, or proxy card. | ||
| 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 104 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, IllinoisJanuary 10, 2025 | ||
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 2024, our E-Delivery initiative eliminated 459,408 sets of proxy materials from being produced and mailed. The estimated 439,309 pounds of paper being saved in this process represent the following: | |||
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| 877 tons of wood saved or the equivalent of 5,260 trees | | | 4,700,000 gallons of water saved or the equivalent of 3,390 clothes washers operating for one year |
| 5,600 million BTUs saved or the equivalent of 6,670 residential refrigerators operating for one year | | | 259,000 pounds of solid waste saved |
| 3,950,000 pounds of CO2 equivalent saved or the equivalent of 358 cars operating for one year | | | 351 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.