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(Address of principal executive offices)(Zip Code)
(i833)
i267-8382
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
i☐Written
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
i☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
i☐ Pre-commencement communications pursuant to Rule 14d-2(b) under
the Exchange Act (17 CFR 240.14d-2(b))
i☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title
of each class
Trading Symbol(s)
Name of each exchange on which registered
iCommon Stock, par value $0.01 per share
iCTVA
iNew
York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth companyi☐
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.o
As described under Item 5.07 of this Current Report on Form 8-K, at the 2024 Annual Meeting of Stockholders (the “Annual Meeting”) of Corteva, Inc. (the “Company”) held on April 26, 2024, the stockholders of the Company approved a proposed amendment (the “ Exculpation Amendment”) to the Company’s certificate of incorporation to permit the exculpation of officers, as is consistent with the Delaware General Corporation Law. The Exculpation Amendment is described in detail under “Agenda Item 4: Amendment to Certificate
of Incorporation” commencing on page 66 of the Company’s definitive proxy statement filed with the Securities and Exchange Commission on March 15, 2024 (the “Proxy Statement”) in connection with the Annual Meeting. The foregoing description of the Exculpation Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the certificate of incorporation, as modified by the Exculpation Amendment (the “Second Amended and Restated Certificate of Incorporation”), which is filed as Exhibit 3.1 to this Current Report
on Form 8-K and incorporated herein by reference. The Second Amended and Restated Certificate of Incorporation became effective upon its filing with the Secretary of State of the State of Delaware on May 1, 2024.
Item 5.07 Submission of Matters to a Vote of Security Holders
On April 26, 2024, the Company held its Annual Meeting. As of the close of business on March 1, 2024, the record date
for the annual meeting, 698,880,420 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 613,323,883 shares of common stock were voted in person or by proxy, representing 87.75 percent of the shares entitled to be voted. The following are the final voting results on proposals considered and voted upon at the meeting, all of which are described in the Company's Proxy Statement.
Proposal 1 - Election of Directors. The Company’s stockholders elected the following 13 nominees to serve on the Board of Directors until the next annual meeting of stockholders
and until their successors have been duly elected or appointed.
Director
For
Against
Abstain
Broker Non-Votes
Lamberto Andreotti
539,684,718
11,699,033
597,147
61,342,985
Klaus
A. Engel, Ph.D.
545,240,186
6,133,830
606,882
61,342,985
David C. Everitt
542,708,188
8,665,360
607,350
61,342,985
Janet P. Giesselman
537,431,173
13,711,940
837,785
61,342,985
Karen
H. Grimes
546,766,775
4,647,600
566,523
61,342,985
Michael O. Johanns
545,080,446
6,276,804
623,648
61,342,985
Rebecca B. Liebert, Ph.D.
546,753,562
4,665,971
561,365
61,342,985
Marcos
M. Lutz
546,682,296
4,706,231
592,371
61,342,985
Charles V. Magro
549,782,583
1,587,262
611,053
61,342,985
Nayaki R. Nayyar
543,321,110
8,038,472
621,316
61,342,985
Gregory
R. Page
533,752,327
17,643,444
585,127
61,342,985
Kerry J. Preete
546,798,879
4,588,068
593,951
61,342,985
Patrick J. Ward
546,486,625
4,890,084
604,189
61,342,985
Proposal
2 - Advisory Vote on Executive Compensation. The Company’s stockholders approved, by advisory vote, the compensation of its named executive officers.
For
Against
Abstain
Broker Non-Votes
524,024,952
26,697,473
1,258,473
61,342,985
Proposal
3 - Ratification of PricewaterhouseCoopers LLP as the Company's Independent Registered Public Accounting Firm. The Company’s stockholders ratified the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2024.
Cover Page Interactive Data File (formatted as inline XBRL)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
