Deere & Company (DE) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for February 26, 2025, to be held virtually, with voting on director elections, executive compensation, auditor ratification, and shareholder proposals.

• 2024 saw the launch of innovative products and continued focus on the Smart Industrial Operating Model, aiming for customer profitability and sustainability.

• Net sales and revenues for 2024 were $51.72 billion, down 16% from 2023, with net income of $7.10 billion, down 30%.

• Total shareholder return (TSR) outperformed the S&P 500 and peer medians over five- and ten-year periods.

Voting matters and shareholder proposals

• Shareholders will vote on 11 director nominees, say-on-pay for executive compensation, ratification of Deloitte & Touche LLP as auditor, and five shareholder proposals.

• Board recommends voting against all shareholder proposals, which address topics such as racial/gender hiring statistics, meritocratic workplace, financial sustainability, civil rights audit, and charitable giving.

Board of directors and corporate governance

• Board consists of 11 nominees with diverse backgrounds: 36% female, 18% racial/ethnic diversity, average tenure 6.5 years, average age 61.

• All directors except the CEO are independent; Lead Director role enhances governance.

• Board committees include Audit Review, Compensation, Corporate Governance, Finance, and Executive, all with defined oversight responsibilities.

• Recent governance changes include limits on outside board service, clarified committee roles, and enhanced director education.