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 25, 2015

(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)

 

 

 

(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:

 

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

 

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

 

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

 

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

 

 

 

Item 5.02                                           Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

 

(e)                                  Stockholder approval of the amendments to the John Deere Omnibus Equity and Incentive Plan and re-approval of the John Deere Short-Term Incentive Bonus Plan

 

On February 25, 2015, the stockholders of Deere & Company (“Company”) approved the amendments to the John Deere Omnibus Equity and Incentive Plan (“Omnibus Plan”) and re-approved the John Deere Short-Term Incentive Bonus Plan (“Bonus Plan” and, together with the Omnibus Plan, “Plans”) at the Company’s annual meeting of stockholders. The Company’s stockholders approved the Plans in accordance with the voting results set forth below under Item 5.07.

 

The material terms of the amendments to the Omnibus Plan were described in the Company’s definitive Proxy Statement filed with the Securities and Exchange Commission on January 14, 2015 (“Proxy Statement”) under the caption “Item 4 — Amendment of the John Deere Omnibus Equity and Incentive Plan,” and the full text of the Omnibus Plan was filed as an exhibit thereto. The amendments to the Omnibus Plan (i) increase by 13,000,000 the number of shares authorized for making awards under the Omnibus Plan and (ii) extend the period during which the Company may make grants to eligible employees to December 31, 2020.

 

Re-approval of the Bonus Plan satisfied the requirements under Section 162(m) of the U.S. Internal Revenue Code for amounts paid under the Bonus Plan to certain executive officers to be tax deductible to the Company. The material terms of the Bonus Plan were described in the Company’s Proxy Statement under the caption “Item 5 — Re-approval of the John Deere Short-Term Incentive Bonus Plan,” and the full text of the Bonus Plan was filed as an exhibit thereto. The Bonus Plan provides for cash payments to executive, administrative and professional employees based on the achievement of pre-established performance goals over a performance period of one fiscal year.

 

The above description of the amendments to the Omnibus Plan and the Bonus Plan does not purport to be complete and is qualified in its entirety by the full texts of the Omnibus Plan and the Bonus Plan, set forth as Appendices D and E, respectively, to the Proxy Statement, and are incorporated herein by reference.

 

Item 5.07              Submission of Matters to a Vote of Security Holders

 

(a)         The Company annual meeting of stockholders was held on February 25, 2015.

 

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

 

1.              The following directors were elected for terms expiring at the annual meeting in 2016:

 

		Shares Voted For		Shares Voted Against		Abstain		Broker Non- Votes
Samuel R. Allen		219,055,040		5,923,039		5,603,806		54,802,398
Crandall C. Bowles		225,503,396		4,232,975		845,514		54,802,398
Vance D. Coffman		227,830,417		1,898,861		852,607		54,802,398
Charles O. Holliday, Jr.		228,968,472		755,037		858,376		54,802,398
Dipak C. Jain		226,280,739		3,412,961		888,185		54,802,398
Michael O. Johanns		228,937,049		786,340		858,496		54,802,398

 

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Clayton M. Jones		228,571,393		1,104,963		905,529		54,802,398
Joachim Milberg		228,166,454		1,545,936		869,495		54,802,398
Richard B. Myers		227,737,330		1,994,748		849,807		54,802,398
Gregory R. Page		228,600,542		1,122,211		859,132		54,802,398
Thomas H. Patrick		226,577,313		3,111,146		893,426		54,802,398
Sherry M. Smith		228,956,755		769,272		855,858		54,802,398

 

2.              A Company proposal, requesting that stockholders approve an amendment to the Company’s Bylaws adding a right permitting holders of record of at least twenty-five percent (25%) of the voting power of the Company’s outstanding capital stock who have held such shares in a net long position continuously for at least one year to call a special meeting of stockholders by written request filed with the Corporate Secretary and otherwise in accordance with the Bylaws, passed with the following vote:

 

Shares Voted For Proposal		Shares Voted Against Proposal		Abstain		Broker Non-Votes
228,277,794		1,273,470		1,030,621		54,802,398

 

3.              A Company proposal, required by the Dodd-Frank Wall Street Reform and Consumer Protection Act, requesting that stockholders approve a non-binding resolution to approve the compensation awarded by the Company to the Company’s Named Executive Officers (“say on pay”) as described in the Compensation Discussion & Analysis (“CD&A”), tabular disclosures, and other narrative executive compensation disclosures in the January 14, 2015 Proxy Statement as required by the rules of the Securities and Exchange Commission, passed with the following vote:

 

Shares Voted For Proposal		Shares Voted Against Proposal		Abstain		Broker Non-Votes
214,924,824		10,251,494		5,405,567		54,802,398

 

4.              A Company proposal, requesting that stockholders approve amendments to the Omnibus Plan to (i) increase by 13,000,000 the number of shares authorized for making awards under the Omnibus Plan and (ii) extend the period during which the Company may make grants to eligible employees to December 31, 2020, passed with the following vote:

 

Shares Voted For Proposal		Shares Voted Against Proposal		Abstain		Broker Non-Votes
214,809,332		10,512,999		5,259,554		54,802,398

 

5.              A Company proposal, requesting that stockholders re-approve the Bonus Plan to meet the requirements under Section 162(m) of the U.S. Internal Revenue Code for amounts paid under the Bonus Plan to certain executive officers to be tax deductible to the Company, passed with the following vote:

 

Shares Voted For Proposal		Shares Voted Against Proposal		Abstain		Broker Non-Votes
223,393,812		5,763,127		1,424,946		54,802,398

 

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6.              Deloitte & Touche LLP was ratified as the Company’s independent registered public accounting firm for the 2015 fiscal year with the following vote:

 

Shares Voted For Proposal		Shares Voted Against Proposal		Abstain
281,604,013		2,448,063		1,332,207

 

(c)          At the Company’s annual meeting of stockholders in 2011, stockholders approved, on an advisory basis, to hold an annual advisory vote to approve executive compensation. In keeping with the stockholders’ advisory vote, the Board of Directors has decided that it will include an advisory stockholder vote on executive compensation in its proxy materials on an annual basis each year until the next required advisory vote on the frequency of stockholder votes on executive compensation, which will occur no later than the Company’s annual meeting of stockholders in 2017.

 

Item 9.01              Financial Statements and Exhibits.

 

(d)           Exhibits

 

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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, 2015

 

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Exhibit Index

 

Number and Description of Exhibit

 

10.1                        John Deere Omnibus Equity and Incentive Plan (Appendix D to Proxy Statement of registrant filed January 14, 2015, Securities and Exchange Commission File Number 1-4121*)

 

10.2                        John Deere Short-Term Incentive Bonus Plan (Appendix E to Proxy Statement of registrant filed January 14, 2015, Securities and Exchange Commission File Number 1-4121*)

 

*              Incorporated by reference.

 

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