UNITED STATES

 

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C.  20549

 

 

FORM 8-K

 

 

 

CURRENT REPORT

 

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

 

 

Date of Report: February 22, 2017

(Date of earliest event reported)

 

 

D E E R E  &  C O M P A N Y

(Exact name of registrant as specified in its charter)

 

 

DELAWARE

 

1-4121

 

36-2382580

(State or other jurisdiction of incorporation)

 

(Commission File Number)

 

(IRS Employer Identification No.)

 

One John Deere Place

Moline, Illinois 61265

(Address of principal executive offices and zip code)

 

(309) 765-8000

(Registrant’s telephone number, including area code)

 

 

 

 

 

(Former name or former address, if changed since last report.)

 

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

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

 

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

 

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

 

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 


 

Item 5.07         Submission of Matters to a Vote of Security Holders

 

(a)       The Company annual meeting of stockholders was held on February 22, 2017.

 

(b)      The voting results for each matter submitted to a vote of stockholders at the Company’s annual meeting are as follows:

 

1.            Annual Election of Directors

 

The following directors were elected for terms expiring at the annual meeting in 2017:

 

 

Shares Voted For

Shares Voted
Against

Abstain

Broker Non-
Votes

Samuel R. Allen

218,814,839

5,678,210

1,286,309

51,422,945

Crandall C. Bowles

221,671,251

3,769,453

338,654

51,422,945

Vance D. Coffman

222,556,084

2,863,022

360,252

51,422,945

Alan C. Heuberger

224,517,375

884,290

377,693

51,422,945

Dipak C. Jain

222,358,237

3,006,583

414,538

51,422,945

Michael O. Johanns

224,463,239

952,974

363,145

51,422,945

Clayton M. Jones

224,145,155

1,266,427

367,776

51,422,945

Brian M. Krzanich

224,244,817

1,163,677

370,864

51,422,945

Gregory R. Page

224,631,961

785,878

361,519

51,422,945

Sherry M. Smith

224,178,759

1,256,446

344,153

51,422,945

Dmitri L. Stockton

224,276,948

1,126,284

376,126

51,422,945

Sheila G. Talton

223,982,943

1,442,530

353,885

51,422,945

 

2.            Advisory Vote on Executive Compensation

 

The stockholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers disclosed in the January 13, 2017 Proxy Statement (“Proxy Statement”), including the Compensation Discussion & Analysis, the compensation tables and related disclosure, with the following vote:

 

Shares Voted For
Proposal

Shares Voted Against
Proposal

Abstain

Broker Non-Votes

213,959,801

9,516,474

2,303,083

51,422,945

 

3.            Advisory Vote on Frequency of Future Advisory Votes on Executive Compensation

 

A Company proposal, required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, requesting that stockholders vote on a non-binding resolution to determine whether the advisory stockholder vote on say on pay shall occur every one, two or three years, resulted in the following outcome:

 

Shares Voted In
Favor of One Year
Frequency

Shares Voted In
Favor of Two Year
Frequency

Shares Voted In
Favor of Three
Year Frequency

Abstain

206,253,195

758,129

17,794,508

973,526

 

Consistent with a majority of the votes cast with respect to this proposal and with the recommendation of the Board of Directors, the Company will hold a shareholder advisory vote on executive compensation annually until the next required vote on the frequency of shareholder votes on executive compensation.

 

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4.            Ratification of Independent Registered Public Accounting Firm

 

Deloitte & Touche LLP was ratified as the Company’s independent registered public accounting firm for the 2017 fiscal year with the following vote:

 

Shares Voted For
Proposal

Shares Voted Against
Proposal

Abstain

273,876,529

2,501,431

824,343

 

5.            Stockholder Proposal—Right to Act by Written Consent

 

A stockholder proposal, requesting that stockholders approve a “proxy access” amendment to the Company’s Bylaws adding a right of stockholders to act by written consent as set forth in the January 13, 2017 Proxy Statement, failed with the following vote:

 

Shares Voted For
Proposal

Shares Voted Against
Proposal

Abstain

Broker Non-Votes

81,546,376

142,820,517

1,412,465

51,422,945

 

 

Signature

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereto duly authorized.

 

 

DEERE & COMPANY

 

 

 

 

By:

/s/ Todd E. Davies

 

 

Todd E. Davies, Secretary

 

 

 

 

 

 

Dated: February 27, 2017

 

 

 

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