Form 8-K
false 0001755672 0001755672 2020-02-21 2020-02-21

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 8-K

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) 

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of Earliest Event Reported): February 24, 2020 (February 21, 2020)

 

Corteva, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

Delaware

 

001-38710

 

82-4979096

(State or other jurisdiction

of Incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

974 Centre Road, Building 735

Wilmington, Delaware 19805

(Address of principal executive offices) (Zip Code)

(302) 485-3000

(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:

  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

  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

Common Stock, par value $0.01 per share

 

CTVA

 

New 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 company  

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.  

 

 


Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(d)      On February 21, 2020, the Board of Directors (the “Board”) of Corteva, Inc. (the “Company”) increased the size of its Board from 12 to 13 directors by appointing Nayaki Nayyar, President of Digital Service and Operations Management at BMC Software, an independent director of the Board with immediate effect. Ms. Nayyar will stand for re-election at Company’s 2020 Annual Meeting of Stockholders and will serve on the audit committee and nomination and governance committee.

There is no arrangement or understanding between Ms. Nayyar and any other persons pursuant to which she was selected as a director of the Company. Additionally, there are no transactions in which Ms. Nayyar has an interest requiring disclosure under Item 404(a) of Regulation S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a news release on February 24, 2020, announcing the appointment of Ms. Nayyar. A copy of this news release is furnished as Exhibit 99.1. The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, “Regulation FD Disclosure.”

Item 9.01 Exhibits.

(d) Exhibits.
 

99.1

   

Press Release dated February 24, 2020

         
 

104

   

The cover page from the Company’s Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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, thereunto duly authorized.

CORTEVA, INC.

(Registrant)

     

By:

 

/s/ Cornel B. Fuerer

 

Cornel B. Fuerer

 

Senior Vice President, General Counsel

February 24, 2020

EX-99.1

Exhibit 99.1

 

LOGO    News Release

Corteva Appoints Nayaki Nayyar,

President of Digital Service & Operations Management at BMC Software,

to Board of Directors

Brings Deep Expertise in Digital Enterprise Services

Wilmington, Del., – Feb. 24, 2020 – Corteva, Inc. (NYSE: CTVA) announced today that Nayaki Nayyar has been elected to Corteva’s Board of Directors, effective February 21, 2020. A seasoned executive in digital enterprise services, Ms. Nayyar is currently President of Digital Service and Operations Management at BMC Software, an enterprise software and information technology services company. Prior to joining BMC, Ms. Nayyar served in senior strategy and management positions at SAP in its cloud, CRM and mobile business units. With this appointment, Corteva has a 13-member Board of Directors.

Chief Executive Officer James C. Collins, Jr., said, “We are delighted to welcome Nayaki to our Board. Her extensive expertise in digital enterprise software and services and insight into emerging technologies is greatly valuable to us as we continually enhance both the digital services we provide to farmers to help them maximize the potential of their businesses as well as our own enterprise resource solutions, focused on driving productivity across our global organization.”

“Corteva’s Board has been purposely built with a broad range of experience directly relevant to Corteva’s business and its ability to drive value creation for Corteva’s stakeholders,” said Greg Page, Chairman of the Board of Directors. “The experience and skill set that Nayaki brings is an outstanding complement to the existing expertise of our directors in executive leadership, agricultural sciences, finance, human resources and government. We very much look forward to Nayaki’s contributions.”

Ms. Nayyar said, “Corteva is committed to leveraging digital solutions to drive its business and the agriculture industry forward. I am delighted to have the opportunity to work with the Board of Directors and leadership team as we apply the benefits of technology across a wide range of applications to support the best interests of Corteva’s customers.”

Prior to joining BMC Software in 2016, where she is focused on using AI and machine learning to transform IT service management, Ms. Nayaki spent five years at SAP, where most recently she was general manager and global head of SAP’s Internet of Things (IoT) division. She assumed that role after holding strategy and senior management positions with SAP’s Cloud business unit, managing large teams globally. She previously served in roles of increasing responsibility at Valero Energy Corporation, including Chief Technical Officer, focused on enterprise architecture and enterprise services. Ms. Nayaki began her career at Shell Oil Company in 1996, where among other responsibilities, she led global SAP implementation.

Ms. Nayyar serves on the Board of Directors of Veritone Inc. (NASDAQ: VERI), one of the leading providers of an operating system for artificial intelligence. She holds a B.E. in mechanical engineering from Osmania University (India) and an M.S. in computer science from the University of Houston, and she is a graduate of the Stanford Executive Program.

# # #


About Corteva

Corteva, Inc. is a publicly traded, global pure-play agriculture company that provides farmers around the world with the most complete portfolio in the industry - including a balanced and diverse mix of seed, crop protection and digital solutions focused on maximizing productivity to enhance yield and profitability. With some of the most recognized brands in agriculture and an industry-leading product and technology pipeline well positioned to drive growth, the company is committed to working with stakeholders throughout the food system as it fulfills its promise to enrich the lives of those who produce and those who consume, ensuring progress for generations to come. Corteva became an independent public company on June 1, 2019 and was previously the Agriculture Division of DowDuPont. More information can be found at www.corteva.com.

Follow Corteva Agriscience on Facebook, Instagram, LinkedIn, Twitter and YouTube.

#    #    #

02/24/2020

Media Contact:

Gregg M. Schmidt

+1 302-485-3260

gregg.m.schmidt@corteva.com

Investor Contact:

Megan Britt

+1 302-485-3279

megan.britt@corteva.com

 

2