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false0001755672 0001755672 2020-04-30 2020-04-30


 
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): April 28, 2020
Corteva, Inc.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
 
001-38710
 
82-4979096
(State or other jurisdiction
 
(Commission
 
(I.R.S. Employer
of Incorporation)
 
File Number)
 
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. o

 




Item 5.07  Submission of Matters to a Vote of Security Holders

On April 28, 2020, Corteva, Inc. (the “Company”) held its Annual Meeting of Stockholders. As of the close of business on March 9, 2020, the record date for the annual meeting, 749,283,339 shares of the Company’s common stock, par value $0.01 per share, were outstanding and entitled to vote. A total of 648,613,162 shares of common stock were voted in person or by proxy, representing 86.56 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 2020 Proxy Statement.

Proposal 1 - Election of Directors. The Company’s stockholders elected the following 12 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
531,350,950

32,766,910

 
1,212,984

83,282,318

Robert A. Brown
560,260,423

3,856,589

 
1,213,832

83,282,318

James C. Collins, Jr.
561,376,979

2,755,869

 
1,197,996

83,282,318

Klaus A. Engel
560,964,802

3,148,918

 
1,217,124

83,282,318

Michael O. Johanns
560,606,287

3,492,695

 
1,231,862

83,282,318

Lois D. Juliber
551,043,793

13,160,352

 
1,126,699

83,282,318

Rebecca B. Liebert
561,169,375

3,033,809

 
1,127,660

83,282,318

Marcos M. Lutz
501,472,533

62,629,490

 
1,228,821

83,282,318

Nayaki Nayyar
560,117,402

3,989,668

 
1,223,774

83,282,318

Gregory R. Page
511,370,182

52,686,856

 
1,273,806

83,282,318

Lee M. Thomas
551,308,444

12,820,060

 
1,202,340

83,282,318

Patrick J. Ward
560,603,366

3,481,437

 
1,246,041

83,282,318


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
518,710,911
43,648,984
2,970,949
83,282,318

Proposal 3 - Advisory vote on Frequency of vote on Executive Compensation. The Company’s stockholders approved, by advisory vote, a one-year frequency for the vote on the compensation of its named executive officers ("say-on-pay").

One Year
Two Years
Three Years
Abstain
Broker Non-Votes
554,107,896
1,430,816
8,390,557
1,401,575
83,282,318

As indicated in the Company's Proxy Statement, the Company's Board of Directors (the "Board") was recommending that a say-on-pay advisory proposal be held annually. Consistent with the outcome of Proposal 3 and the Board's recommendation, the Company plans to hold say-on-pay votes annually.

Proposal 4 - 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 2020.

For
Against
Abstain
612,646,400
34,548,377
1,418,385





Proposal 5 - Approval of the Company's Global Omnibus Employee Stock Purchase Plan. The Company’s stockholders approved, the adoption of the Company's Global Omnibus Employee Stock Purchase Plan.

For
Against
Abstain
Broker Non-Votes
559,480,420

4,289,768

1,560,656

83,282,318





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.
 
 
 
CORTEVA, INC.
 
(Registrant)
 
 
 
 
By:
/s/ Brian Titus
Name:
Brian Titus
Title:
Vice President and Controller
 
April 30, 2020