VOTING AND ATTENDANCE PROCEDURES
the issued and outstanding shares of common stock entitled to vote that are present in person or represented by proxy constitute a quorum for the transaction of
business at the 2020 Meeting.
For Agenda Item 1: Election of Directors, each nominee must receive more FOR votes than AGAINST votes in order to be elected.
For Agenda Item 3, stockholders must select ONE YEAR, TWO YEARS, or THREE YEARS in order to select their preferred frequency for an advisory vote on named executive officer compensation. For all other Agenda Items to be presented for a vote at the
2020 Meeting (2, 4, and 5), each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions and broker non-votes will be included in determining the presence of a quorum at the 2020 Meeting, but will not be counted
or have an effect on the outcome of any matter except as specified below with respect to Agenda Item 4.
Broker non-votes occur when a person holding shares
through a bank or broker, meaning that their shares are held in a nominee name or beneficially through such bank or broker, does not provide instructions as to how to vote their shares and the bank or broker is not permitted to exercise voting
discretion. Under New York Stock Exchange (NYSE) rules, your bank or broker may vote shares held in beneficial name only on Agenda Item 4: Ratification of the Appointment of the Independent Registered Public Accounting Firm, without
instruction from you, but may not vote on any other matter to be voted on at the 2020 Meeting. A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the 2020 Meeting for ten days before the
2020 Meeting, during normal business hours, at the Office of the Corporate Secretary.
Proxy Solicitation on Behalf of the Board
The Board is soliciting proxies to provide an opportunity for all stockholders to vote, whether or not the stockholders are able to attend the 2020 Meeting or an
adjournment or postponement thereof. Directors, officers and employees may solicit proxies on behalf of the Board in person, by mail, by telephone or by electronic communication. The proxy representatives of the Board will not be specially
compensated for their services in this regard.
Attending the 2020 Meeting
This year our 2020 Meeting will be a completely virtual meeting with no physical meeting location. The meeting will only be conducted via live webcast. We believe this
format will allow for greater participation of our stockholders generally and, in light of the coronavirus outbreak (COVID-19), is consistent with the Companys core values to live safely. Conducting a virtual meeting will also
allow stockholders whose travel may be restricted due to COVID-19 to partake in the meeting.
To participate in the virtual meeting, visit
www.virtualshareholdermeeting.com/CTVA2020 and enter the 16-digit control number included on your notice of Internet availability of the proxy materials, on your proxy card, or on the voting instructions that accompanied your proxy materials. You
may begin to log into the meeting platform beginning at 10:30 a.m. CDT on April 28, 2020. The meeting will begin promptly at 11:00 a.m. CDT on April 28, 2020.
The virtual meeting platform is fully supported across browsers (Internet Explorer, Firefox, Chrome, and Safari) and devices (desktops, laptops, tablets, and cell
phones) running the most updated version of applicable software and plugins. Participants should ensure that they have a strong Wi-Fi connection wherever they intend to participate in the meeting. Participants should also give themselves plenty of
time to log in and ensure that they can hear streaming audio prior to the start of the meeting.
We are committed to ensuring our stockholders have the same rights
and opportunities to participate in the 2020 Meeting as if it been held in a physical location. If you wish to submit a question during the meeting, you may log into www.proxyvote.com and enter your 16-digit control number. Once past the login
screen, click on Question for Management, type in your question, and click Submit. Alternatively, if you want to submit your question during the meeting, log into the virtual meeting platform at
www.virtualshareholdermeeting.com/CTVA2020, type your question into the Ask a Question field, and click Submit.
Questions pertinent to
meeting matters will be answered during the meeting, subject to time constraints. Questions regarding personal matters, including those related to employment or product or service issues, are not pertinent to meeting matters and therefore will not
be answered.
2 | Corteva 2020 Proxy Statement