LTIC PLAN PHILOSOPHY
For a description of the LTIC Plan Philosophy, see the discussion in the “Long-Term Incentive” section of the CD&A in this Proxy Statement.
PLAN BENEFITS
Since
awards under the LTIC Plan are based on the future achievement of performance goals to be established by the Committee, we
cannot determine the amounts that will be received or allocated in the future under the LTIC Plan. The table below shows,
for
the individuals and groups described, final awards earned in fiscal 2017 under the John Deere Mid-Term Incentive Plan
(MTI).
|
|
Fiscal 2017
|
Name or Group
|
|
MTI Bonus
Dollar Value
(1)
|
Samuel R. Allen
|
|
|
$961,769
|
|
Rajesh Kalathur
|
|
|
$305,419
|
|
James M. Field
|
|
|
$305,419
|
|
Jean H. Gilles
|
|
|
$305,419
|
|
John C. May
|
|
|
$305,419
|
|
Non-NEO Executive Group
|
|
|
$1,442,045
|
|
Non-Executive Director Group
(2)
|
|
|
None
|
|
Non-Executive Officer Employee Group
|
|
$
|
44,694,510
|
|
(1)
|
Represents the amount earned for fiscal 2017 under the John Deere Mid-Term Incentive Plan.
|
(2)
|
Non-employee directors are not eligible to participate in the MTI or LTIC plan.
|
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Table of Contents
Ratification of Independent
Registered Public Accounting Firm
|
Item 4 – Ratification of Independent Registered Public Accounting Firm
|
The Audit Review Committee is directly responsible for the appointment, oversight, compensation, and retention of the independent registered public accounting firm that audits Deere’s financial statements and our internal control over financial reporting. The Audit Review Committee has approved the selection of Deloitte & Touche LLP to serve as the independent registered public accounting firm for fiscal 2018. Deloitte & Touche and its predecessors have acted as our independent registered public accounting firm since 1910. Benefits of a long-term engagement by an auditor include audit quality, enabled by understanding and expertise of the company’s global business and accounting practices, and audit efficiency and effectiveness, related to familiarity with the company and the avoidance of time and expense related to new auditor onboarding. The Audit Review Committee believes that the continued retention of Deloitte & Touche to serve as the independent registered public accounting firm for Deere is in the best interests of the company and its stockholders. The Audit Review Committee and the Board are requesting that stockholders ratify this appointment as a means of soliciting stockholders’ opinions and as a matter of good corporate practice. The current Deloitte & Touche lead auditor for Deere, Doug Alkema, was appointed in 2016.
The affirmative vote of a majority of the shares present in person or by proxy and entitled to vote at the meeting is required to ratify the selection of Deloitte & Touche LLP. If the stockholders do not ratify the selection, the Audit Review Committee will consider any information submitted by the stockholders
in connection with the selection of the independent registered public accounting firm for the next fiscal year. Even if the selection is ratified, the Audit Review Committee, in its discretion, may direct the appointment of a different independent registered public accounting firm at any time during the year
if the Audit Review Committee believes such a change would be in the best interests of Deere and its stockholders.
We expect a representative of Deloitte & Touche LLP to attend the Annual Meeting. This representative will have an opportunity to make a statement and to respond to appropriate questions.
|
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE
“FOR”
THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
|
Pre-approval of Services by the Independent Registered Public Accounting Firm
The Audit Review Committee has adopted a policy for pre-approval of audit and permitted non-audit
services provided by Deere’s independent registered public accounting firm. The Audit Review Committee
will consider annually and, if appropriate, approve the provision of audit services by its independent
registered public accounting firm. The Audit Review Committee will consider and, if appropriate, pre-approve the provision of defined audit and non-audit services. The Audit Review Committee also will consider on a case-by-case basis and, if appropriate, approve specific services that are not otherwise
pre-approved.
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Ratification of Independent Registered Public Accounting Firm
Item 4 - Ratification of Independent Registered Public Accounting Firm
Any proposed engagement that has not been pre-approved may be presented to the Audit Review Committee for consideration at its next regular meeting or, if earlier consideration is required, to the Audit Review Committee or one or more committee members. The member or members who have delegated authority to approve services between regular meetings
will report any specific approvals to the Audit Review Committee at its next regular meeting. The Audit Review Committee
regularly reviews summary reports detailing all services being provided to Deere by its independent registered public
accounting firm.
Fees Paid to the Independent Registered Public Accounting Firm
The following table summarizes the aggregate fees billed for professional services by Deloitte & Touche LLP, the member firms of Deloitte Touche Tohmatsu, Limited, and their respective affiliates for the fiscal years 2016 and 2017:
Plan Category
|
|
2017
|
|
2016
|
Audit Fees
(1)
|
|
$
|
15,777,000
|
|
$
|
15,293,000
|
Audit-Related Fees
(2)
|
|
$
|
726,000
|
|
$
|
725,000
|
Tax Fees
|
|
$
|
—
|
|
$
|
—
|
All Other Fees
|
|
$
|
—
|
|
$
|
—
|
Total
|
|
$
|
16,507,000
|
|
$
|
16,018,000
|
(1)
|
Audit fees include amounts charged in connection with the audit of Deere’s annual financial statements and reviews of the financial statements included
in Deere’s Quarterly Reports on Form 10-Q, including services related thereto such as comfort letters, statutory audits, attest services, consents, and accounting consultations.
|
(2)
|
Audit-related fees reflect fees charged for assurance and related services that are reasonably related to the performance of the audit of our financial statements. These services included audits of financial statements of employee benefit plans, various attestation services, and other consultations.
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Ratification of Independent Registered Public Accounting Firm
Audit Review Committee Report
|
Audit Review Committee Report
|
TO THE BOARD OF DIRECTORS:
The Audit Review Committee consists of the following members of the Board of Directors: Dipak C. Jain, Alan C. Heuberger, Michael O. Johanns, Gregory R. Page, Sherry M. Smith (Chair) and Sheila G. Talton. Each of the members is independent as
defined under the rules of the New York Stock Exchange (NYSE). The Audit Review Committee is responsible for assisting the Board of Directors in fulfilling its oversight responsibilities pertaining to the accounting, auditing, and financial reporting processes of Deere. Management is responsible for establishing and maintaining Deere’s internal control over financial reporting and for preparing financial statements in accordance with accounting principles generally accepted in the United States. The Audit Review Committee is responsible for oversight of certain risks to the company. The Audit Review Committee is directly responsible for the appointment, oversight, compensation, and retention of Deloitte & Touche LLP, the independent
registered public accounting firm for Deere. Deloitte & Touche LLP is responsible for performing an independent audit of Deere’s annual consolidated financial statements and internal control over financial reporting and expressing opinions on (i) the conformity of Deere’s financial statements with accounting principles generally accepted in the United States and (ii) Deere’s internal control over financial reporting.
All members of the Audit Review Committee
are financially literate under the applicable NYSE rules, and three members of the Audit Review Committee — Mr.
Heuberger, Mr. Page, and Ms. Smith — are “audit committee financial experts” within the meaning of that
term as defined by the Securities and Exchange Commission in Regulation S-K under the Securities Exchange Act of 1934. The
Audit Review Committee has a written charter describing its responsibilities, which has been approved by the Board of
Directors and is available on Deere’s website at
www.deere.com/corpgov
. Members of the Audit Review Committee
rely on the information provided and the representations made to them by management, which has primary responsibility for
establishing and maintaining appropriate internal control over financial reporting and for Deere’s financial statements
and reports, and by the independent registered public accounting firm, which is responsible for performing an audit in
accordance with Standards of the Public Company Accounting Oversight Board (United States) (PCAOB) and expressing opinions on
(i) the conformity of Deere’s financial statements with accounting principles generally accepted in the United States
and (ii) Deere’s internal control over financial reporting.
In this context, we have reviewed and discussed with management Deere’s audited financial statements as of and for the fiscal
year ended October 29, 2017. We have discussed with Deloitte & Touche LLP the matters required to be discussed by PCAOB Auditing Standard No. 16, Communications with Audit Committees. We have discussed the scope of and plans for the annual audit with Deloitte & Touche LLP. We have received and reviewed the written disclosures and the letter from Deloitte & Touche LLP
required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications
with the Audit Review Committee concerning independence and have discussed with them their independence. We have concluded that Deloitte & Touche LLP’s provision of audit and non-audit services to Deere is compatible with their independence.
On at least a quarterly basis, the Audit Review Committee meets in executive session with Deere management and the Deere internal audit staff, as well as separately with Deloitte & Touche LLP.
Based on the reviews and discussions referred to above and exercising our business judgment, we recommend to the Board of Directors that the financial statements referred to above be included in Deere’s Annual Report on Form 10-K for the fiscal year ended October 29, 2017, for filing with the SEC. We have selected Deloitte & Touche LLP as Deere’s independent registered public accounting firm for fiscal 2018 and have approved submitting the selection of the independent registered public accounting firm for ratification by the stockholders.
Audit Review Committee
Sherry M. Smith (Chair)
Alan C. Heuberger
Dipak C. Jain
Michael O. Johanns
Gregory R. Page
Sheila G. Talton
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Table of Contents
Stockholder Proposal
|
Item 5 - Stockholder Proposal
|
We expect the following proposal to be presented by stockholders at the Annual Meeting, although if the proposal is not properly presented by or on behalf of the proponent, they will not be voted on. Following SEC rules, other than minor formatting changes, we are reprinting the proposal and supporting statement as it was submitted to us, and we take no responsibility for its content. Upon request to our Corporate Secretary at the address listed under the “2018 Stockholder Proposals and Nominations” section below, we will provide the names, addresses, and shareholdings of the sponsors and any cosponsors of this proposal.
Stockholder Proposal — Special Shareowner Meetings
A stockholder has submitted the following proposal:
“Proposal 1 Special Shareowner Meetings
RESOLVED:
Shareowners ask our board to take the steps necessary (unilaterally if possible) to amend our bylaws and each appropriate governing document to give holders in the aggregate of 10% of our outstanding common stock the power to call a special shareowner meeting. This proposal does not impact our board’s current power to call a special meeting.
This proposal is important because our current right to call a special
meeting is especially restrictive — requiring 25% of shares. Plus all shares owned for less than one-year cannot
participate in meeting the elevated 25% threshold to call a special meeting. Additionally we have no right to act by written
consent Scores of Fortune 500 companies enable shareholders to call special meetings and to act by written consent. Special
meetings allow shareowners to vote on important matters, such as electing new directors that can arise between Annual
Meetings. Shareowner input on the timing of shareowner meetings is especially important when events unfold quickly and issues
may be moot by the next Annual Meeting. This is important because there could be 15-months or more between Annual
Meetings.
The right to call a special meeting to elect directors is more important at Deere because Deere may have a problem with board refreshment. Our board adopted a bylaw not long ago to raise the age at which a director may serve to beyond age 72. It did this without our approval.
Meanwhile 3 directors have long tenure which can detract from director independence:
Crandall Bowles:
|
18 years
|
Dipak Jain:
|
15 years
|
Vance Coffman:
|
13 years
|
If our management adopts this proposal it will be one sign that management values our shareholder input.
Please vote to enhance shareholder value:
Proposal 1 – Special Shareowner Meetings”
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Table of Contents
Stockholder Proposal
Item 5 - Stockholder Proposal
Deere’s Response — Statement of Opposition to Stockholder Proposal
|
THE BOARD RECOMMENDS THAT YOU VOTE
“AGAINST”
THE PROPOSAL TO ADOPT SPECIAL SHAREOWNER MEETINGS FOR THE FOLLOWING REASONS:
|
The Board has given careful consideration to this proposal and has concluded for the reasons described below that the adoption of this resolution is unnecessary and is not in the best interests of Deere and its stockholders. Deere has already implemented a progressive special meeting right for stockholders that is aligned with current best practices and that the Board believes is in the best interests of all stockholders.
In an effort to expand the ability of our stockholders to participate in Deere’s governance, we amended our bylaws in 2015, which was adopted by our stockholders at our 2015 Annual Meeting, to permit holders of 25% or more of our common stock to call special meetings of stockholders. The Board adopted the special meeting bylaws after careful consideration and engagement with a number of our stockholders. Since our adoption of these bylaws, we have had further discussions regarding Deere’s governance policies with numerous stockholders. Based on their feedback as well as a benchmarking review of special meeting rights adopted by other peer companies, we continue to believe that our current special meeting framework best
balances the competing interests of efficient governance with stockholder access, is appropriate for the company, and is in
the best interest of all of its stockholders at this time.
In addition, the Board has implemented numerous corporate governance policies to provide Deere stockholders with the ability to communicate with directors and promote the consideration of stockholder views. In particular, those policies
offer our stockholders the following governance rights and benefits:
—
|
The right to nominate directors and have such nominees included in the proxy statement — commonly referred to as “proxy access;”
|
—
|
Eleven of our 12 directors are independent; our CEO is our only management director;
|
—
|
The opportunity to elect all directors annually using a majority voting standard in uncontested elections;
|
—
|
The ability to recommend director candidates to the Corporate Governance Committee, which considers those
recommendations in the same manner as recommendations received from other sources (as discussed above under
“Identification and Evaluation of Director Nominees”);
|
—
|
The option to directly nominate director candidates and solicit proxies for the election of those candidates in accordance
with the company’s bylaws and the federal securities laws;
|
—
|
The right for stockholders holding 25% or more of our common stock to call special meetings;
|
—
|
The right to submit proposals for inclusion in the company’s proxy statement for consideration at an Annual Meeting,
subject to the rules and regulations of the SEC;
|
—
|
The opportunity to communicate directly with members of the Board, the Chairman, any Board committee, or the
independent Presiding Director (described above under “Communication with the Board”); and
|
—
|
The opportunity to vote annually in the “say-on-pay” vote to express their views on executive compensation.
|
Along with a lack of necessity, the Board also believes that the proposal carries with it the risk of significant adverse
consequences. Lowering the threshold to call a special meeting to 10% would allow special interest groups with small minority ownership interests to cause disruption and substantial costs to be incurred by the other 90% of stockholders while advancing interests that may not be shared more broadly by Deere’s stockholders.
Given the Board’s continued commitment to strong corporate governance, Deere’s record of performance as supported by its governance structure, and our existing special meeting right, which is consistent with current best practices, the Board believes that adoption of this stockholder proposal is not necessary or in the long-term interests of all of Deere’s stockholders.
|
FOR THE REASONS STATED, DEERE’S BOARD OF DIRECTORS RECOMMENDS YOU VOTE
“AGAINST”
THE PROPOSAL TO ADOPT THE SPECIAL SHAREOWNER MEETING BY LAW.
|
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Table of Contents
Additional Information
Voting and Meeting Information
|
Why am I receiving this Proxy Statement?
You are receiving this Proxy Statement because you owned shares of Deere common stock at the close of business on December 29, 2017, which entitles you to vote, either in person at the Annual Meeting or by proxy. This Proxy Statement describes the matters on which you are asked to vote so you can make an informed decision.
This Proxy Statement, together with our Annual Report for the fiscal year ended October 29, 2017, a proxy
card, and a voter instruction card, will be mailed or can be accessed online on or about January 12, 2018. We refer to these documents collectively as Deere’s Proxy Solicitation Materials.
What is “Notice and Access” and why did Deere elect to use it?
We make the Proxy Solicitation Materials available to stockholders electronically under the Notice
and Access regulations of the U.S. Securities and Exchange Commission (the “SEC”). Specifically, most
of our stockholders receive a Notice of Electronic Availability (“Notice”) instead of a full set of Proxy Solicitation Materials in the mail. The Notice explains how to access and review the Proxy Solicitation Materials and how to vote online. We believe this method of delivery expedites distribution of Proxy Solicitation Materials and also allows us to conserve natural resources and reduce the costs of printing and distributing these materials.
If you received a Notice but would prefer to received printed copies of the Proxy Solicitation Materials in the mail, please follow the instructions in the Notice for requesting such materials.
How do I vote?
You can vote either in person at the Annual Meeting or by proxy without attending the meeting. To ensure a quorum, we urge you to vote by proxy even if you plan to attend. If you attend the meeting and vote in person, that vote will override your proxy vote.
To vote your shares, follow the instructions in the Notice, voter instruction form, or proxy card. Telephone and internet voting is available to all registered and most beneficial stockholders.
Stockholders voting by proxy may use one of the following three options:
BY INTERNET
(available for most stockholders)
|
|
BY MAIL
(available for all stockholders)
|
|
BY TELEPHONE
(available for most stockholders)
|
Y
ou can vote your shares online at www.proxyvote.com. You will need the 16-digit control number on the Notice of Internet Availability or proxy card
|
|
|
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
|
|
|
In the U.S. or Canada, you can vote your shares by calling 1-800-690-6903
|
|
If your shares are held in “street name” by a bank, broker, or other holder of record, the information sent by your holder of record will explain the voting options available to you. If your shares are held in “street name” and you wish to vote them in person at the Annual Meeting, you must obtain a legal proxy from your holder of record to do so.
The telephone and internet voting facilities for stockholders will close at 11:59 p.m. Eastern Standard Time on February 27, 2018.
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Additional Information
Voting and Meeting Information
If you hold shares through one of our employee savings plans, your vote must be received by the plan administrator by February 23, 2018, or your plan shares will not be voted.
Can I change my proxy vote?
Yes. At any time before your shares are voted by proxy at the meeting, you may change your vote by:
—
|
revoking it by written notice to Todd E. Davies, our Corporate Secretary, at the address on the Notice
|
—
|
delivering a later-dated proxy (including a telephone or internet vote)
|
—
|
voting in person at the meeting
|
If you hold your shares in “street name,” please refer to the information sent by your bank, broker, or other holder of record for information about revoking or changing your proxy.
How many votes do I have?
You will have one vote for each share of Deere common stock that you owned at the close of business on December 29, 2017.
How many shares are entitled to vote?
There were 323,257,115 shares of Deere common stock outstanding as of December 29, 2017, and entitled to vote at the meeting.
How many votes must be present to hold the meeting?
Under our by-laws, a majority of the votes that can be cast must be present in person or by proxy to constitute a quorum for the Annual Meeting. Abstentions and shares represented by “broker non-votes” (explained below) will be counted as present and entitled to vote for purposes of determining a quorum.
How many votes are needed for the proposals to pass?
In an uncontested election, nominees for director who receive a majority of “for” votes cast (meaning the number of shares voted “for” a nominee exceeds the number of shares voted “against” that nominee) will be elected. If an incumbent director nominee does not receive a majority of votes cast in an uncontested election, our bylaws require the director to promptly tender a written resignation to the Board. After receiving a recommendation from the Corporate Governance Committee, the Board will determine whether to accept or reject the resignation and will publicly disclose its decision and the rationale behind
it within 90 days of the date the election results are certified.
If the number of nominees exceeds the number of directors to be elected (i.e., a contested election), the nominees who receive the most votes will be elected as directors.
Each of the other proposals will pass if the affirmative vote of a majority of the shares present in person or by proxy is cast in
favor of the proposal.
What if I abstain from voting or vote “abstain”?
If you abstain from voting or vote “abstain” your shares will:
—
|
Be counted as present for purposes of determining whether there are enough votes to constitute a quorum;
|
—
|
Have no effect on the outcome of the election of directors; or
|
—
|
Count as a vote against any other proposal to be considered at the meeting.
|
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Table of Contents
Additional Information
Voting and Meeting Information
What if I don’t return my proxy card and don’t attend the Annual Meeting?
If your shares are registered in your own name with our transfer agent and you do not vote, your shares will not be voted at all.
If you hold your shares in “street name” and you do not give your bank, broker, or other holder of record specific voting instructions, your record holder may vote your shares on the ratification of the independent registered public accounting firm, but may not vote your shares on any other matter that comes before the Annual Meeting. If you do not provide voting
instructions on these other matters, the votes will be considered “broker non-votes.” Broker non-votes will be counted as present for purposes of determining whether there is a quorum, but will not affect the outcome of any proposal.
What happens if a nominee for director declines or is unable to accept election?
If you vote by proxy and unforeseen circumstances make it necessary for the Board to substitute another person for a nominee, the designated proxy will vote your shares for that other person.
Is my vote confidential?
Yes. The tabulator, the proxy solicitation agent, and the inspectors of voting must comply with confidentiality guidelines
that prohibit disclosure of votes to Deere. The tabulator of the votes and at least one of the inspectors of voting will be
independent of Deere and our officers and directors. The only time your voting records will be disclosed is (i) as required
by law, (ii) to the inspectors of voting, or (iii) if the election is contested.
If you write comments on the proxy card you return to Deere, those comments will be reviewed, but your vote will
remain confidential.
Attendance at the Annual Meeting
If you plan to attend the meeting, you must be a holder of Deere shares as of December 29, 2017. In order to expedite your admission process, we encourage you to register for admission before 11:59 p.m. on Tuesday, February 27, 2018. You may register for admission for yourself and one guest by:
—
|
Visiting
www.proxyvote.com
and following the instructions provided. You will need the 16-digit control number included on your proxy card, voter instruction form, or notice
|
—
|
At the entrance to the meeting, we will verify your registration and request to see a valid form of photo identification, such as a driver’s license or passport. To expedite your entry to the meeting, we encourage you to print your admission ticket prior to arriving at the meeting
|
If you do not register for admission in advance of the meeting, we will request to see your photo identification at the entrance
to the meeting and will determine if you owned common stock on the record date by:
—
|
Verifying your name and stock ownership against our list of registered stockholders
|
—
|
Asking to review evidence of your stock ownership as of December 29, 2017, such as your brokerage statement.
|
|
You must bring such evidence with you in order to be admitted to the meeting.
|
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Table of Contents
Additional Information
Annual Report
Will I receive a copy of Deere’s Annual Report?
We have either mailed the Annual Report to you with this Proxy Statement or sent you a Notice with the web address for accessing the Annual Report online.
How can I receive a copy of Deere’s 10-K?
There are three ways to obtain, free of charge, a copy of our Annual Report on Form 10-K for the fiscal year ended October 29, 2017:
1.
|
Visit the Investor Relations section of our website at
www.deere.com/stock
|
2.
|
Write to our Stockholder Relations Department at One John Deere Place, Moline, Illinois 61265-8098
|
3.
|
Search the SEC’s EDGAR database at
www.sec.gov
|
What is “householding”?
If two or more stockholders reside at the same address and appear to be members of the same family, we will send single copies of either the Proxy Solicitation Materials or the Notice, as applicable, to that address unless one of the stockholders
notifies us that he or she wishes to receive individual copies. This procedure reduces printing and distribution costs related
to the Annual Meeting. We do not rely on householding when we mail dividend checks.
If Proxy Solicitation Materials were delivered to an address that you share with another stockholder and you prefer to receive separate copies, please contact our Stockholder Relations Department at One John Deere Place, Moline, Illinois 61265-8098 or by phone at (309) 765-4491.
A number of brokerage firms have instituted householding. They will have their own procedures for stockholders who wish
to receive individual copies of the Proxy Solicitation Materials.
How do I revoke my consent to the householding program?
To revoke your consent to householding, please contact Broadridge Investor Communication Solutions, Inc. either by calling (800) 542-1061 or by writing to Broadridge, Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
Electronic Delivery of Proxy Statement and Annual Report
|
Can I access Deere’s Proxy Solicitation Materials electronically?
Most stockholders can elect to view future proxy statements and annual reports online instead of receiving copies in the mail. You can choose this option and save us the cost of printing and mailing these documents by:
—
|
following the instructions provided on your proxy card, voter instruction form, or notice
|
—
|
going to
www.proxyvote.com
and following the instructions provided
|
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON FEBRUARY 28, 2018:
The Proxy Statement and Annual Report are available on our website at
www.deere.com/stock
.
|
If you choose to receive future proxy statements and annual reports electronically, you will receive an e-mail message next year containing the internet address to access these documents as well as voting instructions.
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Additional Information
Information no Incorporated into this Proxy Statement
Information not Incorporated into This Proxy Statement
|
The information on our website (
www.deere.com
) is not and shall not be deemed to be a part of this Proxy Statement
by reference or otherwise incorporated into any other filings we make with the SEC, except to the extent we specifically
incorporate it by reference.
We do not know of any other matters that will be considered at the Annual Meeting. If any other appropriate business should properly come before the meeting, the Board will have discretionary authority to vote according to its best judgment.
2019 Stockholder Proposals and Nominations
|
Proposals for Inclusion in 2019 Proxy Statement
Next year’s Annual Meeting of stockholders will be held on February 27, 2019. If you intend to present a proposal at next year’s Annual Meeting and you wish to have the proposal included in the proxy statement for that meeting, the Corporate Secretary must receive your proposal in writing, at the address below, no later than September 21, 2018.
Director Nominations for Inclusion in 2019 Proxy Statement
In 2016, our Board amended the company’s bylaws to permit a shareholder or a group of up to 20 shareholders that has owned at least 3% of our outstanding common stock for at least three years to nominate and include in our proxy statement candidates for our Board, subject to certain requirements. Any such nomination must be received at the address below no earlier than the close of business on October 31, 2018, and no later than the close of business on November 30, 2018. Any such notice must meet the other requirements set forth in our bylaws.
Other Proposals and Nominations
If you would like to present a proposal at next year’s Annual Meeting or if you would like to nominate one or more directors without inclusion in the proxy statement, you must provide written notice to the Corporate Secretary at the address below between October 31, 2018, and November 30, 2018. Directors may be nominated at the Annual Meeting of stockholders only by or at the direction of, or authorization by, the Board, or by any stockholder entitled to vote at the meeting who provides the requisite notice.
Notice of a proposal must include for each matter: (1) a brief description of the business to be brought before the meeting; (2) the reasons for bringing the matter before the meeting; (3) your name and address; (4) the class and number of Deere
shares you own, either beneficially or of record; (5) whether and the extent to which you (or someone on your behalf) have
entered into any derivative or other instrument, transaction, agreement, or arrangement with respect to Deere’s stock; (6) any material interest you may have in the proposal; and (7) any other information related to you that is required to be disclosed in connection with the solicitation of proxies with respect to such business under federal securities laws then in effect.
Notice of a nomination must include: (1) your name and address; (2) the name, age, business address, residence address, and principal occupation of the nominee; (3) the class, series, and number of Deere shares that you and the nominee own, either
beneficially or of record; (4) whether and the extent to which you or the nominee (or anyone on behalf of either of you) has
entered into any derivative or other instrument, transaction, agreement, or arrangement with respect to Deere’s stock; (5) a description of all agreements or arrangements between you and the nominee regarding the nomination; (6) the nominee’s
consent to be elected and to serve; (7) a completed certification of director eligibility; and (8) any other information related to
you that is required to be disclosed in the solicitation of proxies for election of directors under federal securities laws then in effect. We may require any nominee to furnish other information, within reason, that may be needed to determine the nominee’s eligibility.
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Additional Information
Cost of Solicitation
Where to Send All Proposals and Nominations
Proponents must submit stockholder proposals and recommendations for nomination as a director in writing to the following address:
Corporate Secretary
Deere & Company
One John Deere Place
Moline, Illinois 61265-8098
The Corporate Secretary will forward the proposals and recommendations to the Corporate Governance Committee for consideration.
Deere pays for the Annual Meeting and the solicitation of proxies. In addition to soliciting proxies by mail, Deere has made arrangements with banks, brokers, and other holders of record to send proxy materials to you. We will reimburse them for their expenses in doing so.
We have retained Georgeson Inc., a proxy soliciting firm, to assist in the solicitation of proxies for an estimated fee of $20,000 plus reimbursement of certain out-of-pocket expenses. In addition to their usual duties, directors, officers, and certain other
employees of Deere may solicit proxies personally or by telephone, fax, or e-mail. They will not receive special compensation for these services.
For the Board of Directors,
Todd E. Davies
Corporate Secretary
Moline, Illinois
January 12, 2018
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Director Independence Categorical Standards of Deere & Company Corporate Governance Policies
NYSE STANDARDS OF INDEPENDENCE
A director may not be considered independent if the director does not meet the criteria for independence established by the New York Stock Exchange (NYSE) and applicable law. A director is considered
independent under the NYSE criteria if the Board finds that the director has no material relationship with the company. Under the NYSE rules, a director will not be considered independent if within the past three years:
—
|
the director has been employed by Deere, either directly or through a personal or professional services agreement
|
—
|
an immediate family member of the director was employed by Deere as an executive officer
|
—
|
the director receives more than $120,000 during any 12-month period in direct compensation from Deere, other than for service as an interim chairman or CEO and other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service)
|
—
|
an immediate family member of the director receives more than $120,000 during any 12-month period in direct compensation from Deere, other than for service as a non-executive employee and other than director and committee fees and pension or other forms of deferred compensation for prior service (provided such compensation is not contingent in any way on continued service)
|
—
|
the director was affiliated with or employed by Deere’s independent auditor
|
—
|
an immediate family member of the director was a partner of Deere’s independent auditor or was
affiliated with or employed in a professional capacity by Deere’s independent auditor and personally
worked on Deere’s audit
|
—
|
a Deere executive officer has served on the compensation committee of a company that at the same time employed the director or an immediate family member of the director as an executive officer
|
—
|
the director is employed, or an immediate family member of a director is employed as an executive
officer of another company and the annual payments to or received from Deere exceed in any of the last three fiscal years the greater of $1 million or 2% of such other company’s consolidated gross annual revenues
|
In addition, in determining the independence of any director who will serve on the Compensation Committee, the Board must consider all factors specifically relevant to determining whether the director
has a relationship to Deere is material to that director’s ability to be independent from management in connection with the duties of a Compensation Committee member, including but not limited to:
—
|
the source of compensation of such director, including any consulting, advisory, or other compensatory fee paid by Deere to such director
|
—
|
whether such director is affiliated with Deere or an affiliate of Deere
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Appendix A
CATEGORICAL STANDARDS OF INDEPENDENCE
The Board has established the following additional categorical standards of independence to assist it in making independence determinations:
Business Relationships. Any payments by Deere to a business employing, or 10% or more owned by, a director or an immediate family member of a director for goods or services or other contractual arrangements must be made in the ordinary course of
business and on substantially the same terms as those prevailing at the time for comparable transactions with non-affiliated
persons. The following relationships are not considered material relationships that would impair a director’s independence:
—
|
if a director or an immediate family member of the director is an officer of another company that does business with Deere and the annual sales to, or purchases from, Deere during such company’s preceding fiscal year are less than one percent of
the gross annual revenues of such company
|
—
|
if a director is a partner of or of counsel to a law firm, the director or an immediate family member of the director does not personally perform any legal services for Deere and the annual fees paid to the firm by Deere during such firm’s preceding fiscal year do not exceed $100,000
|
—
|
if a director is a partner, officer, or employee of an investment bank or consulting firm, the director (or an immediate family
member of the director) does not personally perform any investment banking or consulting services for Deere and the annual fees paid to the firm by Deere during such firm’s preceding fiscal year do not exceed $100,000
|
Relationships with Not-for-Profit Entities. A director’s independence will not be considered impaired solely for the reason that the director or an immediate family member is an officer, director, or trustee of a foundation, university, or other not-for-profit organization that receives from Deere or its foundation during any of the prior three fiscal years contributions in an amount not exceeding the greater of $1 million or 2% of the not-for profit organization’s aggregate annual charitable receipts during the entity’s fiscal year. (Any automatic matching of employee charitable contributions by Deere or its foundation is not included in Deere’s contributions for this purpose.) All contributions by Deere in excess of $100,000 to not-for-profit entities with which the director is affiliated shall be reported to the Corporate Governance Committee and may be considered in
making independence determinations.
For purposes of these standards, “Deere” shall mean Deere & Company and its direct and indirect subsidiaries, and “immediate family member” shall have the meaning set forth in the NYSE independence rules, as may be amended from time to time.
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Appendix B
Deere & Company Reconciliation of Non-GAAP Measures
SHORT-TERM INCENTIVE:
As described in the CD&A under Short-Term Incentive (STI), Operating Return on Operating Assets (OROA) and Return on Equity (ROE) are the metrics used to measure performance for the STI program. The OROA and ROE calculations for the
fiscal year 2017 are summarized as follows. The Equipment Operations OROA calculation excludes the assets from our captive financial services. ROE is based solely on the Financial Services segment.
(Millions of $)
OROA Calculation for Equipment Operations:
|
|
Equipment
Operations
|
|
Agriculture
and Turf
Operations
|
|
Construction
and Forestry
Operations
|
Operating Profit
|
|
$
|
2,821
|
|
$
|
2,484
|
|
$
|
337
|
Average Identifiable Assets With Inventories at Standard Cost
(1)
|
|
$
|
13,319
|
|
$
|
9,929
|
|
$
|
3,390
|
OROA With Inventories at Standard Cost
(1)
|
|
|
21.2
%
|
|
|
25.0
%
|
|
|
9.9
%
|
|
ROE Calculation for Financial Services:
|
|
|
|
|
|
|
|
|
|
Net Income Attributable to Deere & Company
|
|
$
|
477
|
|
|
|
|
|
|
Average Equity
|
|
$
|
4,497
|
|
|
|
|
|
|
ROE
|
|
|
10.6
%
|
|
|
|
|
|
|
(1)
|
In the event of an acquisition where goodwill exceeds $50 million, goodwill is excluded for two years to allow time for integration of the new business. For STI purposes, Average Identifiable Assets with Inventories at Standard Cost for the fiscal year 2017 was reduced by $101.2 million to reflect the partial year impact on goodwill for an acquisition made during the year. Average Identifiable Assets with Inventories at LIFO were $12,150, $8,996, and $3,154 (in
millions) for Equipment Operations, Agriculture and Turf Operations and Construction and Forestry Operations, respectively. OROA with Inventories at LIFO and goodwill as reported were 23.2%, 27.6%, and 10.7% for Equipment Operations, Agriculture and Turf, and Construction and Forestry, respectively.
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Appendix B
MID-TERM INCENTIVE:
As described in the CD&A under Mid-Term Incentive (MTI), Shareholder Value Added (SVA) is the metric used to measure performance for the MTI program. The computation of SVA is summarized as follows for the performance period ended 2017:
(Millions of $)
|
|
Fiscal Year
2015
|
|
Fiscal Year
2016
|
|
Fiscal Year
2017
|
SVA Calculation for Equipment Operations:
|
|
|
|
|
|
|
|
|
|
Operating Profit
|
|
$
|
2,177
|
|
$
|
1,880
|
|
$
|
2,821
|
|
|
|
|
|
|
|
|
|
|
Average Identifiable Assets
|
|
|
|
|
|
|
|
|
|
With Inventories at LIFO
|
|
$
|
12,491
|
|
$
|
11,816
|
|
$
|
12,150
|
With Inventories at Standard Cost
|
|
$
|
13,840
|
|
$
|
13,046
|
|
$
|
13,319
|
Less Estimated Cost of Assets
(1) (3)
|
|
$
|
(1,661
)
|
|
$
|
(1,565
)
|
|
$
|
(1,599
)
|
SVA
|
|
$
|
516
|
|
$
|
315
|
|
$
|
1,222
|
SVA Calculation for Financial Services:
|
|
|
|
|
|
|
|
|
|
Net Income Attributable to Deere & Company
|
|
$
|
633
|
|
$
|
468
|
|
$
|
477
|
Operating Profit
|
|
$
|
963
|
|
$
|
709
|
|
$
|
722
|
Average Equity
(3)
|
|
$
|
4,655
|
|
$
|
4,488
|
|
$
|
4,497
|
Less Cost of Equity
(2)
|
|
$
|
(705
)
|
|
$
|
(680
)
|
|
$
|
(680
)
|
SVA
|
|
$
|
258
|
|
$
|
29
|
|
$
|
42
|
Deere Enterprise SVA
|
|
$
|
774
|
|
$
|
344
|
|
$
|
1,264
|
Total SVA for Three-Year Performance Period Ending 2017
|
|
|
|
|
|
|
|
$
|
2,382
|
(1)
|
For purposes of determining SVA, the equipment segments are assessed a pretax cost of assets that on an annual basis is generally 12% of the segment’s
average identifiable operating assets during the applicable period with inventory at standard cost (believed to more closely approximate the current cost
of inventory and Deere’s investment in the asset).
|
(2)
|
For SVA, Financial Services is assessed an annual pretax cost of average equity of approximately 15%.
|
(3)
|
In the event of an acquisition where goodwill exceeds $50 million, goodwill is excluded for two years to allow time for integration of the new business.
Goodwill for MTI purposes for the fiscal year ended October 29, 2017 and October 30, 2016 was reduced by $101.2M and $46.2M, respectively, to reflect the impact of acquisitions. There was no adjustment for goodwill for MTI purposes for the fiscal year ended October 31, 2015.
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Appendix C
John Deere Long-Term Incentive Cash Plan
SECTION 1. ESTABLISHMENT AND PURPOSE
1.1 Establishment of the Plan.
Deere & Company, a Delaware corporation (the “Company”), has established a long-term incentive compensation plan to be known as the “John Deere Long-Term Incentive Cash Plan” (the “Plan”), as set forth in this document. The Plan permits the awarding of cash bonuses to Employees of the Company, based on the achievement of preestablished
performance goals over a performance period longer than one fiscal year.
The Plan was previously known as the John Deere Mid-Term Incentive Plan and was approved by the Board of Directors of the Company and subsequently by the Company’s shareholders at the 2003 Annual Meeting and became effective as of November 1, 2002. The Plan shall remain in effect, as amended from time to time, until terminated by the Board or Committee as provided by Section 13 herein.
1.2 Purpose.
The purpose of the Plan is to provide Participants with a meaningful long-term incentive cash opportunity geared
toward the achievement of specific performance goals.
SECTION 2. DEFINITIONS
Whenever used in the Plan, the following terms shall have the meanings set forth below (unless otherwise expressly provided)
and, when the defined meaning is intended, the term is capitalized.
(a) “Award Opportunity” means the incentive award payouts which a Participant may earn under the Plan, as established by the Committee pursuant to Section 5.1 herein.
(b) “Beneficial Owner” has the meaning ascribed to such term in Rule 13d-3 of the General Rules and Regulations under the
Exchange Act.
(c) “Board” or “Board of Directors” means the Board of Directors of the Company.
(d) “Code” means the Internal Revenue Code of 1986, as amended, and the rules, regulations and guidance thereunder.
(e) “Committee” means a committee of two (2) or more individuals appointed by the Board to administer the Plan pursuant
to Section 3 herein who are not current or former officers or employees of the Company, who are “outside directors” to the
extent required by and within the meaning of Section 162(m) of the Code, and who are independent directors pursuant to New York Stock Exchange rules.
(f) “Company” means Deere & Company, a Delaware corporation (including any and all majority-owned subsidiaries), and any successor thereto.
(g) “Corporate” means Deere & Company and its subsidiaries.
(h) “Disability” has the meaning ascribed to such term in applicable disability or retirement plans of the Company.
(i) “Employee” means a full-time or part-time executive, administrative or professional employee of the Company.
(j) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, or any successor act thereto.
(k) “Executive Officers” means any executive officers designated by the Committee for purposes of qualifying payouts under
the Plan for exemption from Section 162(m) of the Code.
(l) “Final Award” means the actual award earned during a Performance Period by a Participant, as determined by the Committee at the end of the Performance Period.
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(m) “Non-corporate” means a specified segment of Deere & Company’s operations designated as such by the Chief Executive Officer and approved by the Committee for purposes of the Plan, such as a business unit, division, product line, or other
such segmentation.
(n) “Participant” means an Employee who is actively participating in the Plan.
(o) “Performance Period” means the period of time designated as such by the Committee.
(p) “Person” has the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d)
thereof, including a “group” as defined in Section 13(d).
(q) “Plan” means the John Deere Long-Term Incentive Cash Plan.
(r) “Recoupment Policy” means the Company’s Executive Incentive Award Recoupment Policy, as amended from time to time, or any successor policy thereto.
(s) “Retirement” has the meaning ascribed to such term in the John Deere Pension Plan for Salaried Employees, or any successor plan thereto, or in the other applicable retirement plan(s) of the Company.
SECTION 3. ADMINISTRATION
The Plan shall be administered by the Committee. The Committee may delegate to the Company responsibility for day-to-day administration of the Plan, following administrative guidelines approved from time to time by the Committee.
Subject to the limitations of the Plan, the Committee shall: (i) select from the Employees of the Company, those who shall participate in the Plan, (ii) grant Award Opportunities in such forms and amounts as it shall determine, (iii) impose such limitations, restrictions, and conditions upon such Award Opportunities as it shall deem appropriate, (iv) interpret the Plan and adopt, amend, and rescind administrative guidelines and other rules and regulations relating to the Plan, (v) correct any defect or omission or reconcile any inconsistency in this Plan or in any Award Opportunity granted hereunder, and (vi) make all other necessary determinations and take all other actions necessary or advisable for the implementation and administration of the Plan. The Committee’s determinations on matters within its authority shall be conclusive and binding upon all parties. The inadvertent failure of any member of the Committee to meet the qualification requirements of an “outside director” under
Section 162(m) of the Code shall not invalidate or otherwise impair any actions taken or awards granted by the Committee.
SECTION 4. ELIGIBILITY AND PARTICIPATION
4.1 Eligibility.
All Employees (as defined in Section 2 herein) who are actively employed by the Company in any Performance Period shall be eligible to participate in the Plan for such Performance Period, subject to the limitations of Section 7 herein. Eligibility does not guarantee participation, however, and an employee shall be considered a Participant for a given Performance Period only to the extent provided in Section 4.2.
4.2 Participation.
Participation in the Plan shall be determined each Performance Period from among Employees of the Company, as determined by the Committee. Employees who have been designated as Participants for any Performance Period shall be provided access to the performance goals and related Award Opportunities for the relevant Performance Period, as soon as is practicable.
4.3 No Right to Participate.
No Participant or other Employee shall at any time have a right or entitlement to be selected for participation in the Plan for any Performance Period, despite having previously participated in the Plan.
SECTION 5. AWARD DETERMINATION
5.1 Performance Goals.
Prior to the beginning of each Performance Period, or as soon as practicable thereafter, the Committee shall establish performance goals for that Performance Period. Except as provided in Section 11, the goals may be based on any combination of Corporate, Non-corporate, and individual performance. After the performance goals are established, the Committee will align the achievement of the performance goals with the Award Opportunities (as described in Section 5.2 herein), such that the level of achievement of the preestablished performance goals at the end of the Performance Period will determine the Final Award amounts. Except as provided in Section 11, the Committee also shall have the authority to exercise
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subjective discretion in the determination of Final Awards, as well as the authority to delegate the ability to exercise subjective discretion in this respect.
The Committee also may establish one (1) or more Company-wide performance goals which must be achieved for any Participant to receive a Final Award for that Performance Period.
5.2 Award Opportunities.
Prior to the beginning of each Performance Period, or as soon as practicable thereafter, the Committee shall establish an Award Opportunity for each Participant. The established Award Opportunity shall vary in relation to the
job classification of each Participant. Except as provided in Section 11, in the event a Participant changes job levels during a Performance Period, the Participant’s Award Opportunity may be, but is not required to be, adjusted to reflect the amount of
time at each job level during the Performance Period.
5.3 Adjustment of Performance Goals.
Except as provided in Section 11, the Committee shall have the right to adjust the performance goals and the Award Opportunities (either up or down) during a Performance Period if it determines that external
changes or other unanticipated business conditions have materially affected the fairness of the goals, have unduly influenced
the Company’s ability to meet them, have materially affected the Company’s or its divisions’ ability to pay the Awards or if the
adjustments are due to the Company significantly changing the basis of its financial reporting due to the Company adopting
during the Performance Period new or revised accounting standards or International Financial Reporting Standards.
5.4 Final Award Determinations.
At the end of each Performance Period, Final Awards shall be computed for each Participant as determined by the Committee. Except as provided in Section 11, each individual award shall be based upon (i) the Participant’s Award Opportunity, (ii) Corporate and Non-corporate performance, and (iii) individual performance (if applicable).
5.5 Limitations.
The amount payable to a Participant for any Performance Period shall not exceed $6,000,000.
SECTION 6. PAYMENT OF FINAL AWARDS
6.1 Form and Timing of Payment.
Final Awards shall be payable in cash, in one (1) lump sum, on or before the March 15 following the end of the relevant Performance Period.
6.2 Payment of Partial Awards.
In the event a Participant no longer meets the eligibility criteria as set forth in the Plan during the course of a particular Performance Period, the Committee may, in its sole discretion, pay a full or partial Final Award, determined in accordance with Section 5.4 herein. Any such full or partial Final Award shall be evidenced in writing and shall be paid in cash, in one (1) lump sum, on or before the March 15 following the end of the Performance Period to which it relates.
6.3 Unsecured Interest.
No Participant or any other party claiming an interest in amounts earned under the Plan shall have any
interest whatsoever in any specific asset of the Company. To the extent that any party acquires a right to receive payments
under the Plan, such right shall be equivalent to that of an unsecured general creditor of the Company.
6.4 Repayment of Final Awards.
Final Awards paid under the Plan shall be subject to the terms of the Company’s Recoupment Policy. The Company shall have the right to recover Final Awards paid under the Plan pursuant to the terms of the Recoupment Policy or otherwise as required by law.
SECTION 7. TERMINATION OF EMPLOYMENT
7.1 Termination of Employment Due to Death, Disability, Retirement, or Transfer to Business Unit Not Included in the Plan.
Unless the Committee
establishes otherwise at the time of establishing an Award Opportunity, in the event that during the final six calendar
months of a Performance Period the employment of the Participant for whom such Award Opportunity was established is terminated by reason of death, Disability, Retirement, or transfer to a business unit of the Company not included in the Plan, the Final Award, determined in accordance with Section 5.4 herein, for such Performance Period shall be paid. In the case of a Participant’s Disability, the employment termination shall be deemed to have occurred on the date the Committee determines
the definition of Disability to have been satisfied.
Final Award payments thus determined shall be payable in cash, in one (1) lump sum, on or before the March 15 following the end of the Performance Period(s) to which they relate.
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7.2 Termination of Employment for Other Reasons.
Unless the Committee establishes otherwise at the time of establishing an Award Opportunity, in the event the employment with the Company of the Participant for whom such Award Opportunity was established is terminated for any reason other than death, Disability, Retirement, or transfer to a business unit not included
in the Plan each during the final thirteen calendar months of a Performance Period, all of the Participant’s rights to a Final
Award for the Performance Period(s) then in progress shall be forfeited. A discontinuation of employment with the Company due to the divestiture of all or part of a business resulting in less than majority direct or indirect ownership of such business by the Company shall be considered a termination of employment for purposes of the Plan. However, the Committee, in its sole discretion, may pay a partial Final Award for the portion of any Performance Period that the Participant was employed by the Company, determined in accordance with Section 5.4 herein. Any such partial Final Award shall be evidenced in writing, and shall be paid in cash, in one (1) lump sum, on or before the March 15 following the end of the Performance Period to which it relates.
7.3. Committee Determinations.
In the event of a Participant’s termination of employment, the Committee shall be the sole judge of whether Section 7.1 or Section 7.2 applies to any given Award Opportunity that has been established for such Participant with respect to any Performance Period that is in progress at the time of the Participant’s termination of employment.
SECTION 8. RIGHTS OF PARTICIPANTS
8.1 Employment.
Nothing in the Plan shall interfere with or limit in any way the right of the Company to terminate any Participant’s employment at any time, nor confer upon any Participant any right to continue in the employ of the Company.
8.2 Nontransferability
. Except as permitted in Section 9, a Participant may not assign, sell, pledge, or otherwise transfer (each, a “Transfer”) any right or interest in the Plan or any award under the Plan, and any attempt by a Participant to Transfer any right or interest in the Plan or any award under the Plan shall be void and without effect and shall have the further effect of terminating all of the Participant’s rights, entitlements and interests in the portion of the award subject to Transfer. Notwithstanding the foregoing or anything else in the Plan, and in addition to the Company’s rights under Section 14.2, the Company shall have the right to deduct from a Final Award any amount the Participant owes to the Company (pursuant to contract, debt obligation or otherwise) at the time scheduled for payment; provided, that no such deduction shall be made to the extent it is prohibited by Section 409A of the Code or would cause a Participant to recognize income for United States federal income tax purposes before an award is paid or to incur additional tax or interest under Section 409A of the Code.
Except as required by law or the final order of a court having jurisdiction with respect to the matter, no right or interest of
any Participant in the Plan or any award granted under the Plan shall be subject to any lien, execution, levy, garnishment or attachment.
SECTION 9. BENEFICIARY DESIGNATION
Each Participant under the Plan may, from time to time, name any beneficiary or beneficiaries (who may be named contingently or successively) to whom any benefit under the Plan is to be paid in case of his or her death before he or she receives any or all of such benefit. Each designation will revoke all prior designations by the same Participant and will be
effective only when delivered by the Participant in writing to the designated division of the Company for such purpose during
the Participant’s lifetime. In the absence of any such designation, or if the designated beneficiaries are no longer living, benefits shall be paid to the surviving member(s) of the following classes of beneficiaries, with preference for classes in the
order listed below:
(a) Participant’s spouse (unless the parties were divorced or legally separated by court decree);
(b) Participant’s children (including children by adoption);
(c) Participant’s parents (including parents by adoption); or
(d) Participant’s executor or administrator.
Payments of benefits, in accordance with Section 7.1, shall be made exclusively to the member(s) of the first class, in the order listed above, which has surviving member(s). If that class has more than one (1) member, benefit payments shall be made in
equal shares among members of that class.
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SECTION 10. DEFERRALS
The Committee may permit a Participant to defer such Participant’s receipt of the payment of cash that would otherwise be due to such Participant at the end of a Performance Period. Any such deferral shall be made on terms and conditions established by the Committee from time to time and intended to comply, to the extent applicable, with the requirements of Section 409A of the Code.
SECTION 11. EXECUTIVE OFFICERS
11.1 Applicability of Section 11.
The provisions of this Section 11 shall apply only to Executive Officers. In the event of any
inconsistencies between this Section 11 and the other Plan provisions (other than Section 12), the provisions of this Section 11 shall control.
11.2 Award Determination.
Prior to the beginning of each Performance Period, or as soon as practicable thereafter, the Committee shall establish performance goals for that Performance Period. Performance measures to be used shall be chosen from among the following factors, or any combination of the following, as the Committee deems appropriate: (a) total stockholder return; (b) growth in revenues, sales, settlements, market share, customer conversion, net income, operating
income, cash flow, stock price, and/or earnings per share; (c) return on assets, net assets, and/or capital; (d) return on
stockholders’ equity; (e) economic value added; (f) improvements in costs and/or expenses; or (g) shareholder value added.
Performance measures may be defined on a Corporate or Non-corporate basis or any combination thereof, and may be
measured either on an absolute basis or relative to selected peer companies or a market index. The Committee may select
among the performance measures specified from Performance Period to Performance Period which need not be the same for each Executive Officer in a given Performance Period or in a given year within a Performance Period.
Prior to or as soon as practicable after the beginning of the final fiscal year of each Performance Period, or by any earlier
deadline that may be required under Section 162(m) of the Code, the Committee shall establish the Award Opportunity for each
Executive Officer.
At the end of the Performance Period and prior to payment, the Committee shall certify in writing the extent to which the
performance goals and any other material terms were satisfied. Final Awards shall be computed for each Executive Officer
based on (i) the Participant’s Award Opportunity, and (ii) Corporate and Non-corporate (if applicable) performance.
11.3 Non-adjustment of Performance Goals.
Once established, performance goals shall not be changed during the Performance Period. Participants shall not receive any payout when the Company or Non-corporate segment (if applicable) does not achieve at least minimum performance goals established by the Committee pursuant to Section 11.2.
11.4 Individual Performance and Discretionary Adjustments.
A Final Award computed in accordance with Section 11.2 shall not be
increased to reflect individual performance. However, the Committee retains the discretion to eliminate or decrease the
amount of the Final Award otherwise payable to a Participant.
11.5 Possible Modification.
If, on advice of the Company’s tax counsel, the Committee determines that Section 162(m) of the Code and the regulations thereunder will not adversely affect the deductibility for federal income tax purposes of any amount paid
under the Plan by applying one or more of Sections 5.1, 5.2, 5.3, or 5.4 to an Executive Officer without regard to the exceptions
to such Section or Sections contained in this Section 11, then the Committee may, in its sole discretion, apply such Section
or Sections to the Executive Officer without regard to the exceptions to such Section or Sections that are contained in this Section 11.
SECTION 12. CHANGE IN CONTROL
12.1 Change in Control.
In the event that a Change in Control of the Company, as defined in Section 12.2 below, occurs, a
Participant who is an Employee as of the date of the Change in Control shall be entitled to, for the Performance Period(s) then in progress in which the Change in Control occurs for which the Employee is a Participant (without regard to any requirement of being an Employee at a later time during the Performance Period), an award determined using (i) the Participant’s Award Opportunities (without any proration of the award opportunities or performance goals for any shortened period created by a Change in Control) and (ii) actual Corporate, Non-corporate, and individual results to the date of the Change in Control.
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Appendix C
Awards under this Section 12.1 shall be payable in cash to the Participant as soon as administratively possible, but no later than the March 15 following the end of the calendar year in which the Change in Control occurs.
12.2 Definition of a Change in Control.
For purposes of Section 12.1, a “Change in Control” means a change in control of a nature that would be required to be reported in response to Schedule 14A of Regulation 14A promulgated under the Exchange Act whether or not the Company is then subject to such reporting requirement, provided that, without limitation, such a Change in Control shall be deemed to have occurred if:
(i) any “person” (as defined in Sections 13(d) and 14(d) of the Exchange Act) (other than a Participant or group of Participants, the Company or a subsidiary, any employee benefit plan of the Company including its trustee, or any corporation or similar entity which becomes the Beneficial Owner of securities of the Company in connection with a transaction excepted from the provisions of clause (iii) below) is or becomes the “beneficial owner” (as defined in Rule 13(d-3) under the Exchange Act), directly or indirectly, of securities of the Company (not including the securities beneficially owned or any securities acquired
directly from the Company) representing thirty percent (30%) or more of the combined voting power of the Company’s then outstanding securities;
(ii) the following individuals shall cease to constitute a majority of the Board: individuals who upon the approval of the Plan by the stockholders constitute the Board and any new director(s) whose appointment or election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the time of approval of the Plan by the stockholders or whose appointment or election
or nomination for election was previously so approved but excluding, for this purpose, any such new director whose initial
assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal
of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a person other than the Board;
(iii) there is consummated a merger, consolidation or similar business combination transaction of the Company (including, for the avoidance of doubt, any business combination structured as a forward or reverse triangular merger involving any direct or indirect subsidiary of the Company) with any other company, other than a merger, consolidation or similar business combination transaction which would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity or any parent thereof) at least sixty percent (60%) of the combined voting power of the voting securities of the Company or such surviving entity or parent outstanding immediately after such merger, consolidation or similar business combination transaction; or
(iv) the stockholders of the Company approve a plan of complete liquidation of the Company or there is consummated an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets.
SECTION 13. AMENDMENT AND MODIFICATION
The Committee, in its sole discretion, without notice, at any time and from time to time, may modify or amend, in whole or in part, any or all of the provisions of the Plan, or suspend or terminate it entirely, subject to any requirement for shareholder approval imposed by applicable law or the listing requirements of the New York Stock Exchange; provided, however, that no
such modification, amendment, suspension, or termination may, without the consent of a Participant (or his or her beneficiary in the case of the death of the Participant), materially and adversely affect the rights of a Participant (or his or her beneficiary,
as the case may be) to a payment or distribution of a Final Award determined by the Committee hereunder to which he or she is otherwise entitled.
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Appendices
Appendix C
SECTION 14. MISCELLANEOUS
14.1 Governing Law.
The Plan, and all agreements hereunder, shall be governed by and construed in accordance with the laws of the State of Delaware.
14.2 Withholding Taxes.
The Company shall have the right to deduct from all payments under the Plan any Federal, state, or local taxes required by law to be withheld with respect to such payments.
14.3 Section 409A.
All payments under this Plan are intended to be exempt from the application of Section 409A of the Code as “short-term deferrals” within the meaning of Section 409A of the Code, and the Plan shall be interpreted and administered consistent with such intent. If, notwithstanding the preceding sentence, any payment under the Plan is considered to provide for a deferral of compensation subject to Section 409A of the Code, then any provision of the Plan that contravenes any regulations or Treasury guidance promulgated under Section 409A of the Code or that could cause a Participant to recognize income for United States federal tax purposes in respect of any payment under the Plan prior to the time of payment, or
to be subject to any tax or interest under Section 409A of the Code, may be modified to maintain, to the maximum extent
practicable, the original intent of the applicable provision without the imposition of any tax or interest under Section 409A of the Code. Moreover, any discretionary authority that the Committee may have pursuant to the Plan shall not be applicable to a payment that is subject to Section 409A of the Code to the extent such discretionary authority would contravene Section 409A of the Code.
14.4 Gender and Number.
Except where otherwise indicated by the context, any masculine term used herein also shall include the feminine, the plural shall include the singular, and the singular shall include the plural.
14.5 Severability.
In the event any provision of the Plan shall be held illegal or invalid for any reason, the illegality or invalidity shall not affect the remaining parts of the Plan, and the Plan shall be construed and enforced as if the illegal or invalid provision had not been included.
14.6 Costs of the Plan.
All costs of implementing and administering the Plan shall be borne by the Company.
14.7 Successors.
All obligations of the Company under the Plan shall be binding upon and inure to the benefit of any successor
to the Company, whether the existence of such successor is the result of a direct or indirect purchase, merger, consolidation, or otherwise, of all or substantially all of the business and/or assets of the Company.
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Directions to Deere & Company World Headquarters
ONE JOHN DEERE PLACE
MOLINE, ILLINOIS 61265-8098
The Annual Meeting of stockholders on Wednesday, February 28, 2018, will be held at 10:00 a.m. Central Standard Time in the auditorium at Deere & Company World Headquarters, which is located at One John Deere Place, Moline, Illinois. John Deere Place intersects with John Deere Road east of 70th Street, Moline.
The entrance to World Headquarters and parking are on the east side of the building.
From Chicago (or the east)
Take I-290 (Eisenhower Expressway) west to I-88 West (East-West Tollway), which turns into IL5/John Deere Road. Follow IL5/John Deere Road to John Deere Place. Turn right onto John Deere Place. Follow that for about a 1/4 mile. Turn left onto World Headquarters grounds. Follow the signs to parking to the east side of the building.
From Des Moines (or the west)
Take I-80 east to exit 298. Exit onto I-74 east. Follow for about 9-1/4 miles to the IL5 East/John Deere Road exit (exit 4B). Exit onto IL5 East/John Deere Road. Follow IL5/ John Deere Road east for 3.3 miles to John Deere Place. Turn onto John Deere Place and follow that for about a 1/4 mile. Turn left onto World Headquarters grounds. Follow the signs to parking to the east side of the building.
From Peoria (or the south)
Take I-74 west to the I-280 West exit. Exit onto I-280 West. Follow for about 10 miles to exit 18A. Exit onto I-74 West. Follow for about a 1/2 mile to the IL5 East/John Deere Road exit (exit 4B). Exit onto IL5 East/John Deere Road. Follow IL5/John Deere Road east for 3.3 miles to John Deere Place. Turn onto John Deere Place and follow that for about a 1/4 mile. Turn left onto World Headquarters grounds. Follow the signs to parking to the east side of the building.
Table of Contents
DEERE & COMPANY
STOCKHOLDER
RELATIONS
ONE JOHN DEERE PLACE
MOLINE, IL 61265
YOUR VOTE IS IMPORTANT.
THANK YOU
FOR VOTING!
VOTE BY TELEPHONE AND INTERNET
24
HOURS A DAY, 7 DAYS A WEEK
VOTE BY TELEPHONE -
1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time
the day before the meeting date. Have your proxy card in hand when you call and
then follow the instructions.
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to
transmit your voting instructions and for electronic delivery of information up
until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy
card in hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Deere & Company, c/o
Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
Your telephone or Internet vote authorizes the named proxies to vote in the same
manner as if you marked, signed, and returned the proxy card.
If you have submitted your proxy by
telephone or the Internet there is no need for you to mail back your proxy
card.
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VOTE IN PERSON
Submit your voting instructions at the meeting by filling out
a ballot which, upon request, will be provided to you during the
meeting.
SHAREHOLDER MEETING REGISTRATION:
To vote and/or attend the meeting, go to
the "Register for Meeting" link at
www.proxyvote.com
.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
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E35165-P00705-Z71570
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KEEP THIS PORTION FOR YOUR RECORDS
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DETACH AND RETURN THIS PORTION
ONLY
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THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED.
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Election of Director: Samuel R.
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Election of Director: Charles O. Holliday, Jr.
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Advisory vote on executive compensation
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Re-approve the John Deere Long-Term Incentive Cash Plan
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Stockholder Proposal - Special Shareowner Meetings
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For address changes and/or comments, please check this box and write them on the back where indicated.
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(Please sign, date, and return this
proxy in the enclosed postage prepaid envelope.)
To receive your materials
electronically in the future, please enroll at
www.proxyvote.com.
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Signature [PLEASE SIGN WITHIN BOX]
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Date
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Signature (Joint Owners)
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Table of Contents
Dear Stockholders:
It is a pleasure to invite you to the 2018 Annual Meeting of Stockholders of Deere & Company. The meeting will be held at 10 A.M. Central Time
on Wednesday, February 28, 2018, at the Deere & Company World Headquarters, One John Deere Place, Moline, Illinois.
The enclosed Notice of Meeting and Proxy Statement covers the formal business of the meeting, which includes election of the named
directors, three company proposals, including the ratification of the independent registered public accounting firm for fiscal 2018,
one stockholder proposal, and any other business that properly comes before the meeting. The rules of conduct for the meeting
include the following:
1.
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No cell phones, cameras, sound
equipment, or recording devices may be brought into the
auditorium.
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2.
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There will be a discussion period
at the end of the meeting. If you wish to present a question or comment,
please make your way to a microphone and wait to be recognized, then begin
by stating your name, indicating the city and state where you reside, and
confirming that you are a stockholder.
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3.
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The Chairman is authorized to
impose reasonable time limits on the remarks of individual stockholders
and has discretion to rule on any matters that arise during the meeting.
Personal grievances or claims are not appropriate subjects for the
meeting.
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4.
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Voting results announced at the meeting by the Inspectors of Voting are preliminary. Voting results will be included in a Form 8-K
filed with the Securities and Exchange Commission on or around March 5, 2018.
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5.
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Pagers and similar devices should
be silenced.
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The Notice of the 2018 Annual Meeting, the Fiscal 2017 Proxy Statement, Form of Proxy, and the Fiscal 2017
Annual Report are available on Deere's Internet site at www.JohnDeere.com/stock.
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Detach Proxy Card
Here
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E35166-P00705-Z71570
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DEERE &
COMPANY
PROXY - ANNUAL MEETING / FEBRUARY 28, 2018
Solicited by the Board of Directors for use at the Annual Meeting of Stockholders of Deere & Company on February 28, 2018.
The undersigned appoints each of Samuel
R. Allen and Todd E. Davies, attorney and proxy, with full power of
substitution, on behalf of the undersigned, and with all powers the undersigned
would possess if personally present, to vote all shares of Common Stock of Deere
& Company that the undersigned would be entitled to vote at the above Annual
Meeting and any adjournment thereof.
The shares represented by this proxy
will be voted as specified and, in the discretion of the proxies, on all other
matters. The proxies will vote as the Board of Directors recommends where a
choice is not specified.
Please mark, date, and sign your name
exactly as it appears on this proxy and return this proxy in the enclosed
envelope. When signing as attorney, executor, administrator, trustee, guardian,
or officer of a corporation, please give your full title as such. For joint
accounts, each joint owner should sign.
THIS PROXY IS CONTINUED ON THE
REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN
PROMPTLY.
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Address Changes/Comments:
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(If you noted any Address Changes/Comments above, please mark corresponding box on the reverse side.)
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