VOTING AND ATTENDANCE PROCEDURES
Shares Outstanding and Quorum
At the close of business on the record date,
March 7, 2022, there were 726,773,605 shares of Corteva, Inc. common stock outstanding and entitled to vote. Each share of common stock is entitled to one vote. The holders of at least 50% of 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 2022 Meeting.
Votes Required
For Agenda Item 1: Election of Directors, each nominee must receive the affirmative vote of a majority of votes cast with respect to each director nominee will
be required for the nominee to be elected. A majority of votes cast means that each nominee must receive more FOR votes than AGAINST votes in order to be elected. For all other Agenda Items to be presented for a vote at the 2022 Meeting (2 and 3),
each such item must receive more FOR votes than AGAINST votes in order to be approved. Abstentions will be included in determining the presence of a quorum at the 2022 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 3.
Broker Non-Votes
A broker non-vote occurs when brokers, banks, or other nominees holding shares for a beneficial owner have discretionary
authority to vote on routine matters brought before a stockholder meeting, but the beneficial owner of the shares fails to provide the broker, bank, or other nominee with specific instructions on how to vote any non-routine matters brought to a vote at the stockholders meeting.
Under the rules of the New York Stock Exchange,
brokers, banks, and other nominees will be entitled to vote your shares on routine matters without instructions from you. The only proposal that would be considered routine in such event is Agenda Item 3, the proposal for the
ratification of the appointment of PwC as Cortevas independent registered public accountants for fiscal year 2022. A broker, bank, or other nominee will not be entitled to vote your shares on any
non-routine matters, absent instructions from you. Non-routine matters include the election of directors and the approval, on a non-binding advisory basis, of the compensation paid to Cortevas named executive officers.
Consequently, if you receive
proxy materials only from Corteva and you do not submit any voting instructions to your broker, bank, or other nominee, your broker, bank, or other nominee may exercise its discretion to vote your shares on the proposal to ratify the appointment of
PwC. If your shares are voted on this proposal as directed by your broker, bank, or other nominee, your shares will constitute broker non-votes on each of the other proposals. Broker non-votes will count for purposes of determining whether a quorum exists, but will not be counted as votes cast with respect to such proposals.
A list of stockholders of record entitled to vote shall be open to any stockholder for any purpose relevant to the 2022 Meeting for ten days before the 2022 Meeting,
during normal business hours, at the Office of the Corporate Secretary.
How Votes Are Counted
If you submit a validly executed proxy card or voting instruction form but do not specify how you want to vote your shares with respect to a particular proposal, then
your shares will be voted in line with the Boards recommendations with respect to any such proposal, i.e., (i) FOR the election of the Boards 13 director nominees; (ii) FOR the non-binding
advisory resolution approving the compensation paid to Cortevas named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis,
compensation tables and narrative discussion; and (iii) FOR the ratification of the appointment of PwC as Cortevas independent public accounting firm for fiscal year 2022. If you submit a proxy card marked abstain on any item,
your shares will not be voted on that item so marked and your vote will not be included in determining the number of votes cast on that matter.
If your shares are
held of record by a bank, broker, or other nominee, Corteva urges you to give instructions to your bank, broker, or other nominee as to how you wish your shares to be voted so you may participate in the stockholder voting at the 2022 Meeting.
As of the date of this Proxy Statement, the Board knows of no business other than that set forth above to be transacted at the 2022 Meeting, but if other matters
requiring a vote do arise, it is the intention of the persons named in the proxy card to whom you are granting your proxy to vote in accordance with their good faith business judgment as to what is in the best interests of Corteva on such matters.
2 | Corteva 2022 Proxy Statement