SEC Info - Corteva, Inc., et al. - ‘10-K’ for 12/31/19

Corteva, Inc., et al. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Friday, 2/14/20, at 7:29am ET · For: 12/31/19 · Accession #: 1755672-20-6 · File #s: 1-00815, 1-38710

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 4.78M 2: EX-4.1 Instrument Defining the Rights of Security Holders HTML 67K 3: EX-4.2 Instrument Defining the Rights of Security Holders HTML 60K 4: EX-21 Subsidiaries List HTML 135K 5: EX-23.1 Consent of Experts or Counsel HTML 53K 6: EX-23.2 Consent of Experts or Counsel HTML 53K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 67K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 68K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 57K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 57K 90: R1 DEI Document HTML 139K 164: R2 Consolidated Statements of Income HTML 154K 132: R3 Consolidated Statements of Comprehensive Income HTML 90K 28: R4 Consolidated Balance Sheets HTML 202K 87: R5 Consolidated Balance Sheets (Parentheticals) HTML 74K 161: R6 Consolidated Statements of Cash Flows HTML 254K 130: R7 Consolidated Statements of Equity HTML 162K 24: R8 Consolidated Statements of Equity (Parentheticals) HTML 60K 93: R9 Schedule II - Valuation and Qualifying Accounts HTML 94K (Notes) 179: R10 Background and Basis of Presentation (Notes) HTML 83K 153: R11 Summary of Significant Accounting Policies HTML 113K 34: R12 Recent Accounting Guidance HTML 92K 101: R13 Business Combinations HTML 98K 176: R14 Divestitures and Other Transactions HTML 247K 150: R15 Revenue (Notes) HTML 140K 31: R16 Restructuring and Asset Related Charges HTML 130K 98: R17 Related Parties (Notes) HTML 60K 175: R18 Supplementary Information HTML 138K 154: R19 Income Taxes HTML 243K 47: R20 Earnings Per Share of Common Stock (Notes) HTML 119K 69: R21 Accounts and Notes Receivable, Net HTML 71K 183: R22 Inventories HTML 62K 113: R23 Property, Plant and Equipment HTML 74K 44: R24 Goodwill and Other Intangible Assets HTML 167K 66: R25 Leases (Notes) HTML 112K 180: R26 Short-Term Borrowings, Long-Term Debt and HTML 134K Available Credit Facilities 110: R27 Commitments and Contingent Liabilities HTML 117K 48: R28 Stockholders' Equity HTML 236K 65: R29 Pension Plans and Other Post Employment Benefit HTML 561K Plans 103: R30 Stock-Based Compensation HTML 196K 36: R31 Financial Instruments HTML 174K 145: R32 Fair Value Measurements HTML 99K 171: R33 Geographic Information HTML 88K 106: R34 Segment Reporting (Notes) HTML 191K 39: R35 Quaterly Financial Data HTML 189K 148: R36 Subsequent Events (Notes) HTML 55K 174: R37 EID Basis of Presentation (Notes) HTML 105K 107: R38 EID Related Party (Notes) HTML 65K 35: R39 EID Income Taxes (Notes) HTML 327K 71: R40 EID Segment FN (Notes) HTML 217K 51: R41 EID Quarterly FN (Notes) HTML 233K 126: R42 Background and Basis of Presentation (Policies) HTML 95K 197: R43 Summary of Significant Accounting Policies HTML 198K (Policies) 72: R44 Recent Accounting Guidance Recent Accounting HTML 91K Guidance (Policies) 53: R45 Recent Accounting Guidance Accounting HTML 83K Pronouncements (Tables) 127: R46 Business Combinations (Tables) HTML 98K 198: R47 Divestitures and Other Transactions (Tables) HTML 237K 74: R48 Revenue (Tables) HTML 133K 49: R49 Restructuring and Asset Related Charges (Tables) HTML 125K 18: R50 Supplementary Information (Tables) HTML 138K 85: R51 Income Taxes (Tables) HTML 244K 167: R52 Earnings Per Share of Common Stock (Tables) HTML 129K 143: R53 Accounts and Notes Receivable, Net (Tables) HTML 65K 17: R54 Inventories (Tables) HTML 62K 84: R55 Property, Plant and Equipment (Tables) HTML 75K 166: R56 Goodwill and Other Intangible Assets (Tables) HTML 154K 142: R57 Leases (Tables) HTML 115K 20: R58 Short-Term Borrowings, Long-Term Debt and HTML 127K Available Credit Facilities (Tables) 82: R59 Commitments and Contingent Liabilities (Tables) HTML 75K 192: R60 Stockholders' Equity (Tables) HTML 243K 120: R61 Pension Plans and Other Post Employment Benefit HTML 545K Plans (Tables) 59: R62 Stock-Based Compensation (Tables) HTML 173K 78: R63 Financial Instruments (Tables) HTML 170K 191: R64 Fair Value Measurements (Tables) HTML 95K 119: R65 Geographic Information (Tables) HTML 91K 58: R66 Segment Reporting (Tables) HTML 196K 77: R67 Quaterly Financial Data (Tables) HTML 186K 187: R68 EID Income Taxes (Tables) HTML 223K 123: R69 EID Segment FN (Tables) HTML 101K 136: R70 EID Quarterly FN (Tables) HTML 230K 157: R71 Schedule II - Valuation and Qualifying Accounts HTML 78K (Details) 94: R72 Background and Basis of Presentation (Details) HTML 79K 23: R73 Summary of Significant Accounting Policies HTML 81K (Details) 137: R74 Recent Accounting Guidance Lease ASU - Effect on HTML 95K Balance Sheet (Details) 158: R75 Business Combinations DAS Common Control Transfer HTML 120K - Balance Sheet (Details) 95: R76 Business Combinations DAS Common Control Transfer HTML 98K Income Statement (Details) 25: R77 Divestitures and Other Transactions Divestitures HTML 115K and Other Transactions - Narrative (Details) 133: R78 Divestitures and Other Transactions ECP HTML 199K Divestiture (Details) 163: R79 Divestitures and Other Transactions SP Divestiture HTML 229K (Details) 135: R80 Divestitures and Other Transactions Divestitures HTML 110K and Other Transactions - Divested Ag Business Results of Operations (Details) 156: R81 Divestitures and Other Transactions Divestitures HTML 58K and Other Transactions - Divested Ag Business Depreciation and Capital Expenditures (Details) 91: R82 Divestitures and Other Transactions Divestitures HTML 95K and Other Transactions - PChem Results of Operations (Details) 21: R83 Revenue Narrative (Details) HTML 60K 139: R84 Revenue Contract Balances (Details) HTML 70K 160: R85 Revenue Disaggregation of Revenue - Products HTML 88K (Details) 96: R86 Revenue Disaggregation of Revenue - Geo (Details) HTML 101K 26: R87 Restructuring and Asset Related Charges DowDuPont HTML 106K Agriculture Division Restructuring Program (Details) 131: R88 Restructuring and Asset Related Charges DowDuPont HTML 111K Cost Synergy Program (Details) 162: R89 Restructuring and Asset Related Charges Asset HTML 62K Impairments (Details) 193: R90 Related Parties Services Provided by and to Dow HTML 61K (Details) 121: R91 Related Parties Transactions with DowDuPont HTML 64K (Details) 61: R92 Supplementary Information Other Income (Expense) - HTML 116K Net (Details) 80: R93 Supplementary Information Foreign Currency HTML 81K Exchange Gain (Loss) (Details) 189: R94 Supplementary Information Reconciliation of Cash, HTML 78K Cash Equivalents and Restricted Cash (Details) 117: R95 Supplementary Information Supplementary HTML 58K Information (Narrative) (Details) 57: R96 Income Taxes Income Taxes - Narrative (Details) HTML 66K 76: R97 Income Taxes Income Taxes - Geographic Allocation HTML 99K of Income and Provision for Income Taxes (Details) 188: R98 Income Taxes Income Taxes - Reconciliation to US HTML 127K Statutory Rate (Details) 124: R99 Income Taxes Income Taxes - Deferred Tax Balances HTML 110K (Details) 196: R100 Income Taxes Income Taxes - Operating Loss and Tax HTML 65K Credit Carryforwards (Details) 125: R101 Income Taxes Income Taxes - Gross Unrecognized Tax HTML 83K Benefits (Details) 50: R102 Earnings Per Share of Common Stock Net Income for HTML 91K EPS Calc Basic and Diluted (Details) 70: R103 Earnings Per Share of Common Stock EPS Calculation HTML 67K - Basic (Details) 199: R104 Earnings Per Share of Common Stock EPS Calculation HTML 68K - Diluted (Details) 128: R105 Earnings Per Share of Common Stock Share Count HTML 80K Information (Details) 54: R106 Accounts and Notes Receivable, Net (Schedule of HTML 76K Accounts and Notes Receivable, Net) (Details) 73: R107 Accounts and Notes Receivable, Net Customer HTML 60K Financing (Details) 195: R108 Inventories Schedule of Inventory (Details) HTML 72K 129: R109 Property, Plant and Equipment Schedule of HTML 89K Property, Plant and Equipment (Details) 144: R110 Property, Plant and Equipment Schedule of HTML 55K Depreciation (Details) 168: R111 Goodwill and Other Intangible Assets Goodwill by HTML 108K Segment (Details) 86: R112 Goodwill and Other Intangible Assets Other HTML 107K Intangible Assets (Details) 19: R113 Goodwill and Other Intangible Assets Amortization HTML 74K Expense (Details) 141: R114 Leases Narrative (Details) HTML 62K 165: R115 Leases Lease Costs (Details) HTML 68K 83: R116 Leases Supplemental Cash Flow Information HTML 58K (Details) 16: R117 Leases Supplemental Balance Sheet Information HTML 81K (Details) 140: R118 Leases Lease Term and Discount Rate (Details) HTML 61K 169: R119 Leases Maturity of Lease Liabilities (Details) HTML 90K 79: R120 Leases Future Minimum Lease Commitments (Details) HTML 73K 60: R121 Short-Term Borrowings, Long-Term Debt and HTML 70K Available Credit Facilities Short-Term Borrowings and Capital Lease Obligations (Details) 122: R122 Short-Term Borrowings, Long-Term Debt and HTML 99K Available Credit Facilities Long Term Debt (Details) 194: R123 Short-Term Borrowings, Long-Term Debt and HTML 77K Available Credit Facilities Available Committed Credit Facilities (Narrative) (Details) 75: R124 Short-Term Borrowings, Long-Term Debt and HTML 148K Available Credit Facilities Debt Redemptions/Repayments (Details) 56: R125 Short-Term Borrowings, Long-Term Debt and HTML 55K Available Credit Facilities Uncommitted Credit Facilities and Outstanding Letters of Credit (Details) 118: R126 Commitments and Contingent Liabilities Guarantee HTML 61K Narrative (Details) 190: R127 Commitments and Contingent Liabilities Litigation HTML 65K - Chemours (Details) 81: R128 Commitments and Contingent Liabilities Litigation HTML 71K - DuPont (Details) 55: R129 Commitments and Contingent Liabilities Litigation HTML 96K - Leach and MDL Settlement (Details) 22: R130 Commitments and Contingent Liabilities Litigation HTML 56K - Fayetteville (Details) 92: R131 Commitments and Contingent Liabilities HTML 86K Environmental (Details) 155: R132 Stockholders' Equity Common Stock (Details) HTML 89K 134: R133 Stockholders' Equity Noncontrolling Interest HTML 68K (Details) 27: R134 Stockholders' Equity Other Comprehensive Income HTML 123K (Loss) (Details) 97: R135 Stockholders' Equity Tax Benefit (Expense) on Net HTML 63K Activity (Details) 159: R136 Stockholders' Equity Reclassifications out of AOCI HTML 152K (Details) 138: R137 Pension Plans and Other Post Employment Benefit HTML 121K Plans Additional Information (Details) 29: R138 Pension Plans and Other Post Employment Benefit HTML 58K Plans Weighted Average Assumptions used to Determine Benefit Obligations - Pension (Details) 88: R139 Pension Plans and Other Post Employment Benefit HTML 67K Plans Weighted Average Assumptions used to Determine Net Periodic Benefit Cost - Pension (Details) 40: R140 Pension Plans and Other Post Employment Benefit HTML 59K Plans Weighted Average Assumptions used to Determine Benefit Obligations and Periodic Benefit Cost - OPEB (Details) 63: R141 Pension Plans and Other Post Employment Benefit HTML 61K Plans Assumed Health Care Cost Trend Rates (Details) 185: R142 Pension Plans and Other Post Employment Benefit HTML 153K Plans Change in Projected Benefit Obligations, Plan Assets and Funded Status (Details) 115: R143 Pension Plans and Other Post Employment Benefit HTML 109K Plans Amounts Recognized in Consolidated Balance Sheets (Details) 41: R144 Pension Plans and Other Post Employment Benefit HTML 62K Plans Pension Plans with Projected Benefit Obligations in Excess of Plan Assets (Details) 64: R145 Pension Plans and Other Post Employment Benefit HTML 64K Plans Pension Plans with Accumulated Benefit Obligations in Excess of Plan Assets (Details) 186: R146 Pension Plans and Other Post Employment Benefit HTML 130K Plans Components of net periodic benefit cost (Credit) and Amounts Recognized in Other Comprehensive Loss (Details) 116: R147 Pension Plans and Other Post Employment Benefit HTML 73K Plans Estimated Future Benefit Payments (Details) 43: R148 Pension Plans and Other Post Employment Benefit HTML 71K Plans Target Allocation for Plan Assets (Details) 62: R149 Pension Plans and Other Post Employment Benefit HTML 186K Plans Basis of Fair Value Measurement (Details) 100: R150 Pension Plans and Other Post Employment Benefit HTML 130K Plans Summary of Fair Value Measurement of Level 3 Pension Plan Assets (Details) 33: R151 Stock-Based Compensation Stock Compensation HTML 81K (Details) 152: R152 Stock-Based Compensation Weighted Average HTML 65K Assumptions - Stock Options (Details) 178: R153 Stock-Based Compensation Stock Options (Details) HTML 163K 99: R154 Stock-Based Compensation Restricted Stock Units HTML 179K and Performance Deferred Stock (Details) 32: R155 Financial Instruments Financial Instruments HTML 58K (Narrative) (Details) 151: R156 Financial Instruments Notional Amounts (Details) HTML 61K 177: R157 Financial Instruments Cash Flow Hedges Included in HTML 71K AOCI (Details) 102: R158 Financial Instruments Fair Value of Derivatives HTML 81K (Details) 30: R159 Financial Instruments Effect of Derivative HTML 82K Instruments (Details) 112: R160 Fair Value Measurements Fair Value Measurement HTML 77K Recurring Basis (Details) 182: R161 Fair Value Measurements Fair Value Measurement HTML 83K Nonrecurring Basis (Details) 68: R162 Geographic Information Revenue by Country HTML 83K (Details) 46: R163 Geographic Information Net Property by Country HTML 68K (Details) 111: R164 Segment Reporting Segment Information (Details) HTML 106K 181: R165 Segment Reporting Segment Reconciliation (Details) HTML 142K 67: R166 Segment Reporting Segment Assets (Details) HTML 63K 45: R167 Segment Reporting Other Items (Details) HTML 67K 108: R168 Segment Reporting Sig Items (Details) HTML 182K 184: R169 Quaterly Financial Data Quarterly Financial Data HTML 106K (Details) 172: R170 Quaterly Financial Data Quarterly Financial Data HTML 112K (Parentheticals) (Details) 146: R171 Quaterly Financial Data Quarterly Financial Data HTML 115K Restatement (Details) 37: R172 Subsequent Events (Details) HTML 59K 104: R173 EID Basis of Presentation (Details) HTML 57K 173: R174 EID Related Party (Details) HTML 66K 147: R175 EID Income Taxes Geographic Allocation (Details) HTML 108K 38: R176 EID Income Taxes Rate Reconciliation (Details) HTML 154K 105: R177 EID Segment FN Segment Reconciliation (Details) HTML 172K 170: R178 EID Quarterly FN (Details) HTML 77K 149: R179 EID Quarterly FN Reconciliations (Details) HTML 101K 109: XML IDEA XML File -- Filing Summary XML 384K 42: XML XBRL Instance -- ctva-12x31x201910xk_htm XML 11.47M 89: EXCEL IDEA Workbook of Financial Reports XLSX 310K 12: EX-101.CAL XBRL Calculations -- dd-20191231_cal XML 299K 13: EX-101.DEF XBRL Definitions -- dd-20191231_def XML 2.96M 14: EX-101.LAB XBRL Labels -- dd-20191231_lab XML 3.90M 15: EX-101.PRE XBRL Presentations -- dd-20191231_pre XML 3.28M 11: EX-101.SCH XBRL Schema -- dd-20191231 XSD 477K 114: JSON XBRL Instance as JSON Data -- MetaLinks 819± 1.29M 52: ZIP XBRL Zipped Folder -- 0001755672-20-000006-xbrl Zip 1.14M

Exhibit 4.1

DESCRIPTION OF CORTEVA, INC. COMMON STOCK

The following summary description of our common stock is based on the provisions of the General Corporation Law of the State of Delaware (the “DGCL”), our certificate of incorporation, as amended, and our bylaws, as amended. This description does not purport to be complete and is qualified in its entirety by reference to the full text of the DGCL, as it may be amended from time to time, and to the terms of our certificate of incorporation and bylaws, as each may be amended from time to time, which are incorporated by reference as exhibits to our Annual Report on Form 10-K.

Our authorized capital stock consists of 1,666,666,667 shares of common stock, par value $0.01 per share. The number of authorized shares of any class may be increased or decreased by an amendment to our certificate of incorporation proposed by our board of directors and approved by a majority of voting shares voted on the issue at a meeting at which a quorum exists. As of December 31, 2019, there were 748,400,792 shares of our common stock outstanding and no shares of our preferred stock outstanding.

Except as otherwise provided for by resolution or resolutions of our board of directors with respect to the issuance of any series of preferred stock or by the DGCL, the holders of outstanding shares of our common stock have the exclusive right to vote on all matters requiring stockholder action. On each matter on which holders of our common stock are entitled to vote, each outstanding share of such common stock will be entitled to one vote. Subject to the rights of holders of any series of outstanding preferred stock, holders of shares of our common stock have equal rights of participation in the dividends and other distributions in cash, stock or property of Corteva when, as and if declare thereon by our board of directors from time to time out of assets or funds of Corteva legally available therefor and have equal rights to receive the assets and funds of Corteva available for distribution to stockholders in the event of any liquidation, dissolution or winding up of the affairs of Corteva, whether voluntary or involuntary.

Preferred Stock

Our board of directors has been authorized to provide for the issuance of up to 250,000,000 shares of our preferred stock in multiple series without the approval of shareholders. With respect to each series of our preferred stock, the shares of such series will have such voting powers, full or limited, if any, and such designations, preferences and relative, participating, optional or other special rights, and qualifications, limitations or restrictions thereof, as are stated and expressed in the resolution or resolutions providing for the issue of such series, adopted by our board of directors. The authority of our board of directors with respect to such series includes, but is not limited to, the determination or fixing of the following:


•	the designation of the series;


•	the number of shares within the series, which number the board of directors may thereafter (except where otherwise provided in the certificate of designation for such series) increase or decrease (but not below the number of shares of such series then outstanding);


•	the dividend rate, if any, payable to holders of shares of such series, any conditions and dates upon which such dividends will be payable, the relation which such dividends will bear to the dividends payable on any other class or classes of stock or any other series of any class of stock of Corteva, and whether such dividends will be cumulative or non-cumulative;


•	whether the shares of such series will be subject to redemption by Corteva, in whole or in part, at the option of Corteva or of the holders thereof, and, if made subject to such redemption, the times, prices, form of payment and other terms and conditions of such redemption;


•	the terms and amount of any sinking fund provided for the purchase or redemption of the shares of such series;


•	whether or not the shares of such series will be convertible into or exchangeable for shares of any other class or classes of any stock or any other series of any class of stock of Corteva or any other security, and, if provision is made for conversion or exchange, the times, prices, rates, adjustments and other terms and conditions of such conversion or exchange;


•	the extent, if any, to which the holders of shares of such series will be entitled to vote generally, with respect to the election of directors, upon specified events or otherwise;


•	the restrictions, if any, on the issue or reissue of any additional preferred stock; and


•	the rights and preferences of the holders of the shares of such series upon any voluntary or involuntary liquidation or dissolution of, or upon the distribution of assets of, Corteva.

Therefore, depending on the nature of the preferred stock issued, it may diminish the relative voting power of holders of our common stock, or upon its conversion to Corteva common stock be dilutive to existing common stock holders. We will file a copy of the certificate of amendment to our certificate of incorporation that contains the terms of each new series of preferred stock with the Secretary of the State of Delaware and with the SEC each time we would issue a new series of preferred stock. Each such certificate of amendment will establish the number of shares included in a designated series and fix the designation, powers, privileges, preferences and rights of the shares of each series as well as any applicable qualifications, limitations or restrictions. The right of a holder of preferred stock to receive payment in respect thereof upon any liquidation, dissolution or winding up of us will be subordinate to the rights of our general creditors.

Charter and Bylaw Provisions; Takeover Statutes

A number of provisions in our certificate of incorporation and bylaws as well as the DGCL may make it more difficult to acquire control of Corteva or remove our management.

Structure of Board

Our board of directors is elected annually. Our bylaws provide that each director will hold office for a term expiring at the next succeeding annual meeting of stockholders and until such director’s successor is duly elected and qualified. The Corteva board, in accordance with our bylaws, will consist of between 6 and 16 directors, with the number of directors to be determined only by resolution adopted by a majority of the entire board. Furthermore, subject to the provisions of our certificate of incorporation and the rights of the holders of any class or series of preferred stock to elect directors, any vacancies on the board caused by death, removal or resignation of any director or any other cause, and any newly created directorships resulting from an increase in the authorized number of directors, will be permitted to be filled only by a majority vote of the directors then in office, even if less than a quorum, or by a sole remaining director, and shall not be filled by stockholders. This provision could prevent a stockholder from obtaining majority representation on our board of directors by allowing our board of directors to enlarge and fill the new directorships with our board of director’s own nominees.

Removal of Directors

In accordance with the DGCL and subject to the rights of the holders of any class or series of preferred stock, the entire board of directors or any individual director may be removed at any time, with or without cause, only by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of Corteva then entitled to vote generally in the election of directors, voting as a single class.

Advance Notice of Proposals and Nominations

Our bylaws provide that stockholders must give timely written notice to bring business before an annual meeting of stockholders or to nominate candidates for election as directors at an annual meeting of stockholders. Generally, to be timely, a stockholder’s notice will be required to be delivered to the Secretary of Corteva not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the date we first mailed its proxy materials for the preceding year’s annual meeting. Our bylaws also specify the form and content of a stockholder’s notice.

Limits on Special Meetings

Our bylaws provide that special meetings of stockholders may be called by order of our board of directors or by written request of stockholders holding together at least 25% of all the shares of Corteva entitled to vote at the meeting, and shall be held at such date and time, within or without the State of Delaware, as may be specified by such order. These provisions may prevent stockholders from bringing matters before an annual meeting of stockholders or from nominating candidates for election as directors at an annual meeting of stockholders.

Amendment of the Bylaws

Our board of directors is authorized to amend, alter, change, adopt and repeal our bylaws by the affirmative vote of a majority of the total directors present or by unanimous consent. Stockholders also have the power to amend, alter, change, adopt and repeal our bylaws by the affirmative vote of the holders of a majority of the voting power of all of the shares of capital stock of Corteva then entitled to vote generally in the election of directors, voting as a single class.

Takeover Statutes

Section 203 of the DGCL generally prohibits “business combinations”, including mergers, sales and leases of assets, issuances of securities and similar transactions by a corporation or a subsidiary with an interested stockholder who beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless: (i) the board of directors of the target corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, (ii) upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the corporation’s voting stock (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer) or (iii) after the person or entity becomes an interested stockholder, the business combination is approved by the board of directors and authorized at a meeting of stockholders by the affirmative vote of at least 66 2⁄3% of the outstanding voting stock not owned by the interested stockholder. We did not opt out of the protections of Section 203 of the DGCL. As a result, the statute applies to Corteva.

Exclusive Forum

Our bylaws provide that unless we consent in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware shall be the sole and exclusive forum for (i) any derivative action or proceeding brought on behalf of Corteva, (ii) any action asserting a claim of breach of a fiduciary duty owed by any Corteva director, officer or other employee to Corteva or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, or (iv) any action asserting a claim governed by the internal affairs doctrine. Our bylaws also provide that we are entitled to equitable relief, including injunction and specific performance, to enforce such provisions regarding forum. These provisions do not preclude or contract the scope of exclusive federal or concurrent jurisdiction for actions brought under the Exchange Act or the Securities Act or the respective rules and regulations promulgated thereunder.

Exchange Listing

Our common stock is listed on NYSE under the symbol “CTVA.”

Transfer Agent and Registrar

The transfer agent and registrar for our common stock is Computershare Trust Company, N.A.

* * * *

Pursuant to Item 601(b) (4) (iii) of Regulation S-K promulgated under the Securities Exchange Act of 1934, as amended, Corteva, Inc. hereby agrees to furnish any copies of certificates or instruments representing its securities described herein to the Securities and Exchange Commission upon the request of the Commission and, in accordance with such regulation, such certificates or instruments are not being filed as part of this Annual Report on Form 10-K for the year ended December 31, 2019.

This ‘10-K’ Filing

Date

Other Filings

Filed on:

2/14/20

4, POSASR, SC 13G

For Period end:

12/31/19

11-K, 4

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/08/24 Corteva, Inc. 10-K 12/31/23 176:25M 2/09/23 Corteva, Inc. 10-K 12/31/22 166:28M 2/10/22 Corteva, Inc. 10-K 12/31/21 187:29M 2/11/21 Corteva, Inc. 10-K 12/31/20 196:32M 11/05/20 Corteva, Inc. S-8 11/05/20 6:168K Donnelley … Solutions/FA

Corteva, Inc., et al. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Friday, 2/14/20, at 7:29am ET · For: 12/31/19 · Accession #: 1755672-20-6 · File #s: 1-00815, 1-38710

Previous ‘10-K’: None · Next: ‘10-K’ on 2/11/21 for 12/31/20 · Latest: ‘10-K’ on 2/8/24 for 12/31/23 · 5 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Corteva, Inc., et al. – ‘10-K’ for 12/31/19 – ‘EX-4.1’

On: Friday, 2/14/20, at 7:29am ET · For: 12/31/19 · Accession #: 1755672-20-6 · File #s: 1-00815, 1-38710

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-4.1’ — Instrument Defining the Rights of Security Holders

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

5 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents