Corteva, Inc. announced an agreement with Starboard Value LP and its affiliates (“Starboard”), pursuant to which three new independent directors proposed by Starboard—David C. Everitt, Janet P. Giesselman, and Kerry J. Preete—will join Corteva’s Board of Directors (the “Board”), effective immediately, each with terms expiring at the company’s upcoming 2021 Annual Meeting of Stockholders (“2021 Annual Meeting”), currently scheduled to be held on May 7, 2021. The company has also agreed to nominate the three new independent directors for election as directors at the 2021 Annual Meeting.
Separately, the company announced that Karen H. Grimes will also join the company’s Board, effective immediately, with her term expiring at the 2021 Annual Meeting, when she will stand for election. Lee M. Thomas, Dr. Robert Brown and Lois Juliber will not stand for re-election to the Board at the 2021 Annual Meeting. With the addition of the four new independent directors, the size of the Board will temporarily increase from 12 to 16 directors, and upon the conclusion of the 2021 Annual Meeting, the Board will be reduced to 13 directors, 12 of whom will be independent.
Gregory R. Page, Independent Chairman of Corteva, said, “We are pleased to have reached this constructive outcome with Starboard which we believe is in the best interests of all our stockholders. We look forward to welcoming these accomplished new directors as the entire organization continues to direct the full force of its energy and expertise to creating value for our stockholders, customers, and other important stakeholders around the world.”
“Our team has been intently focused on execution to assure that we meet our commitments to our stockholders and customers,” said James C. Collins, Jr., Chief Executive Officer. “We are very pleased to have reached a resolution that will further enhance our Board’s existing depth of agriculture and innovation expertise as we move ahead and build long term value as a global agriculture leader.”
“We identified Corteva as a leader in its field with significant potential to improve both growth and profitability,” said Jeff Smith, Chief Executive Officer of Starboard. “After constructive discussions with Corteva’s Board, we are pleased that these new directors will contribute their deep industry expertise and track records of value creation to help Corteva capitalize fully on its many opportunities.”
Page added, “I and the entire Board want to thank Lee, Bob and Lois for their outstanding service to Corteva and the positive impact their contributions have had as we established the strong foundation for this new company. We wish them all the best.”
As a result of the agreement between Starboard and Corteva, Starboard will withdraw its director nominations previously submitted to Corteva and will support the Board’s full slate of directors at the 2021 Annual Meeting. Starboard also agreed to abide by customary standstill provisions and voting commitments. The complete agreement will be filed by Corteva with the U.S. Securities and Exchange Commission (“SEC”) as an exhibit to a Current Report on Form 8-K. Cravath, Swaine & Moore LLP is serving as legal counsel to Corteva and Evercore and JP Morgan Securities LLC Fare serving as Corteva’s financial advisors. Olshan Frome Wolosky LLP is serving as legal counsel to Starboard.
About David Everitt
Currently retired, David C. Everitt most recently served as Interim Chief Executive Officer of Harsco Corporation from February 2014 to August 2014. Prior to that, Mr. Everitt had been with Deere & Company since 1975, when he joined Deere as an engineer following his graduation from Kansas State University. Over the next nearly four decades, Mr. Everitt held positions of increasing responsibility, most recently responsible for the sales and marketing of all North America and Asia as well as global design and production of John Deere tractors and turf and utility and global Ag Solutions Systems. Mr. Everitt also serves on the board of directors of Allison Transmission Holdings, Inc., Brunswick Corporation and Harsco Corporation and previously served on the board of directors of Agrium, Inc. until its merger with Potash Corporation, which formed Nutrien Ltd., where he also previously served as a director.
About Janet Giesselman
Janet Plaut Giesselman most recently served as President of NH Enterprise, a consulting firm focused on strategic planning and execution for companies with international growth objectives, from 2010 to May 2017. During her more than 30 years in agriculture and specialty chemicals, Ms. Giesselman held a number of senior leadership positions at The Dow Chemical Company from 2001 to 2010, including Business Vice President of Dow Latex, President and General Manager of Dow Oil & Gas, and Vice President of Dow Agrosciences. Ms. Giesselman currently serves as a director of GCP Applied Technologies, Avicanna Inc., Twin Disc, Inc, Ag Growth International, Inc. and McCain Foods, a privately held frozen foods company. She previously served as a director of OMNOVA Solutions Inc. until its sale to Synthomer in 2020.
About Karen Grimes
A highly experienced financial services executive, Karen H. Grimes retired as senior managing director, partner and equity portfolio manager in 2018 from Wellington Management Group, after more than 20 years at the firm. Prior to Wellington, Ms. Grimes spent 12 years in portfolio management and investment research roles at Wilmington Trust Corporation, Butcher and Singer, and First Atlanta Corporation. She began her career as a field engineer in the Atlanta office at IBM after serving for three years in the U.S. Army. Ms. Grimes has served as a non-executive director and member of the Audit Committee at TEGNA Inc. since February 2020 and has been a non-executive director and member of the Audit & Risk Committee at Toll Brothers, Inc. since 2019.
About Kerry Preete
Kerry J. Preete spent over three decades with the Monsanto Company, a premier global provider of sustainable agriculture solutions, where he held positions of increasing responsibility, most recently serving as Executive Vice President and Chief Strategy Officer, from 2010 to June 2018. At Monsanto, Mr. Preete had also served as President of Global Crop Protection and Chemicals, Vice President of International Crops Business, and President of Seminis Vegetable Seeds, among other leadership positions. He currently serves as a director of Univar Solutions and of Avient Corporation.