Independent
Tenure on this board
4.6 yrs
Also a director at
Rtx Corp (RTX)
10 nominees · 6 ballot items.
Elect 10 directors; advisory vote to approve executive compensation (say-on-pay); ratify Deloitte & Touche LLP as independent auditor; and vote on three shareholder proposals regarding (1) a report on ROI of emission reduction goals, (2) shareholder right to act by written consent, and (3) a report on faith-based business resource groups — the Board recommends FOR management proposals and AGAINST each shareholder proposal.
Elect the 10 director nominees named in the Proxy Statement to serve until the 2027 annual meeting; each director is elected annually.
Advisory (non-binding) vote to approve the compensation of Deere’s named executive officers as disclosed in the Proxy Statement, including the CD&A and compensation tables.
This non-binding advisory proposal asks shareholders to approve Deere’s named executive officer (NEO) compensation disclosure — effectively endorsing the design and outcomes of the company’s pay program. Management seeks this advisory approval as a routine governance practice to solicit shareholder feedback and to validate its pay-for-performance approach, which for fiscal 2025 emphasized strong alignment via metrics such as OROA, OROS, ROE for STI and relative revenue growth and rTSR for PSUs, as well as a shift toward equity-based long-term incentives. The company cites robust fiscal 2025 performance on core metrics (e.g., OROA 21.7%, OROS 12.6%, and strong STI payout of 160.8% of target) and explains how program design (50% of LTI in performance stock units, caps on payouts, recovery policy, stock ownership and holding requirements) fosters alignment with shareholder value. Notable context includes recent plan refinements — higher STI targets, removal of LTIC for new cycles, and adoption of rTSR — and ongoing shareholder engagement that the Board says informed these changes. The Board recommends FOR the proposal because it views the program as appropriately rigorous, market-aligned, and responsive to shareholders (citing prior 89% support in 2025). While the vote is advisory and non-binding, management commits to consider the outcome when making future compensation decisions but retains ultimate decision authority. Key risks and tensions include the cyclical nature of Deere’s industries which can lead to divergent short-term equity and revenue outcomes (e.g., PSUs paying zero in the 2023–2025 cycle due to relative revenue performance), and the potential for shareholders to disagree with metric weighting or the balance between cash and equity. From a governance perspective, supporting the proposal signals investor acceptance of the Committee’s methodology and adjustments; voting against it would signal shareholder concern prompting potential re-evaluation of metric choices, targets, or pay mix. Overall, this proposal is a standard shareholder advisory mechanism to affirm or question the Board’s executive pay decisions, placed in the context of Deere’s explicit pay-for-performance framework and recent program changes intended to strengthen alignment with long-term shareholder returns.
Ratify the appointment of Deloitte & Touche LLP as Deere’s independent registered public accounting firm for fiscal 2026.
Shareholder proposal requesting the Board evaluate and report on the current and expected return on investment (ROI) of Deere’s greenhouse gas emission reduction goals, accounting for litigation and reputational risk.
Shareholder proposal requesting that the Board permit shareholders to act by written consent without ownership-duration restrictions, enabling shareholders holding the minimum number of votes necessary to authorize an action to do so.
Shareholder proposal requesting an evaluation and report on the risks (reputational, human capital, operational, legal, and other) of failing to allow faith-based business resource groups (BRGs) within Deere.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD CAPITAL MANAGEMENT LLC | 6.1% | 16,525,075 | $9.3B |
| 2 | Capital World Investors | 4.5% | 12,272,894 | $6.9B |
| 3 | STATE STREET CORP | 3.9% | 10,611,381 | $6.0B |
| 4 | PRICE T ROWE ASSOCIATES INC /MD/ | 2.8% | 7,473,254 | $4.2B |
| 5 | BlackRock, Inc. | 2.5% | 6,852,542 | $3.9B |
| 6 | BlackRock, Inc. | 1.9% | 5,033,922 | $2.8B |
| 7 | GEODE CAPITAL MANAGEMENT, LLC | 1.8% | 4,878,984 | $2.7B |
| 8 | FMR LLC | 1.5% | 4,024,789 | $2.3B |
| 9 | VANGUARD PORTFOLIO MANAGEMENT LLC | 1.4% | 3,749,988 | $2.1B |
| 10 | GATES FOUNDATION TRUST | 1.3% | 3,557,378 | $2.0B |
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