| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 21, 2021, James C. Collins, Jr., chief executive officer of Corteva, Inc. (the “Company”) and the Company’s board of directors (the “Board”) mutually agreed Mr. Collins would retire from all of his positions with the Company effective December 31, 2021 (the “Retirement Date”). An external executive search for Mr. Collins’ successor is currently in progress.
Mr. Collins and the Company entered into a letter agreement, dated June 21, 2021 (the “Agreement”) setting forth the terms and conditions related to Mr. Collins’ retirement transition. If Mr. Collins’ replacement successor is appointed prior to his Retirement Date, Mr. Collins will serve as an advisor to the Company for a transition period to run through his Retirement Date, unless otherwise placed on “garden leave” as defined in the Agreement. Under the Agreement, Mr. Collins will resign from the Board upon the earliest of: (i) the date, if applicable, he is placed on garden leave; (ii) the date the Company appoints his successor; and (iii) the Retirement Date.
Under the Agreement, Mr. Collins’ retirement on the Retirement Date will constitute a separation by the Company without “Cause” for purposes of the Corteva, Inc. Change in Control and Executive Severance Plan (the “Severance Plan”). Under the Severance Plan, Mr. Collins will be entitled to certain severance compensation and benefits upon his separation from the Company. Under the Agreement, the pro-rated annual bonus payable under the Severance Plan will be equal to an amount (without proration) calculated based on (x) with respect to Company-wide performance goals, actual performance achieved by the Company during the performance period and (y) with respect to any individual performance factor, target performance (for the avoidance of doubt, without regard to any negative discretion with respect to such individual performance factor), provided, that the Company may, in its sole discretion, increase the amount of such bonus based on Mr. Collins’ performance prior to the Retirement Date.
The forgoing severance compensation will generally be paid to Mr. Collins in a lump sum cash payment no later than 60 days following the Retirement Date, subject to Mr. Collins’ execution of a standard release of claims and the withholding of any amounts required by law. Mr. Collins’ outstanding equity awards will continue to vest in accordance with his existing equity award agreements. Under the Severance Plan and the Agreement, Mr. Collins’ entitlement to the severance payments is conditioned upon his compliance with certain non-compete and non-solicitation requirements for a period of one year following his retirement.
The foregoing description of the Agreement and Severance Plan does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Agreement and Severance Plan, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report and incorporated by reference herein.
| Item 7.01 | Regulation FD Disclosure. |
The Company issued a news release on June 23, 2021, announcing the retirement of Mr. Collins. A copy of this news release is furnished as Exhibit 99.1. The Company is furnishing the information under this item, including Exhibit 99.1, pursuant to Item 7.01, “Regulation FD Disclosure.”
Cautionary Statement About Forward-Looking Statements
This Current Report contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A of the Securities Act of 1933, as amended, which are intended to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and may be identified by their use of words like “guidance”, “plans,” “expects,” “will,” “anticipates,” “believes,” “intends,” “projects,” “estimates,” “outlook,” or other words of similar meaning. All statements that address expectations or projections about the future, including statements about the Company’s strategy for growth and financial results are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of future events which may not be accurate or realized. Forward- looking statements also involve risks and uncertainties, many of which are beyond the Company’s control. While the list of factors presented below is considered representative, no such list should be considered to be a complete statement of all potential risks and uncertainties. Unlisted factors may present significant additional obstacles to the realization of forward-looking statements. Consequences of material differences in results as compared with those anticipated in the forward-looking statements could include, among other things, business disruption, operational problems, financial loss, legal liability to third parties and similar risks, any of which could have a material adverse effect on the Company’s business, results of operations and financial condition. Some of the important factors that could cause the Company’s actual results to differ materially from those projected in any such forward-looking statements include: (i) failure to obtain or maintain the necessary regulatory approvals for some of the Company’s products; (ii) failure to successfully develop and commercialize the Company’s pipeline; (iii) effect of the degree of public understanding and acceptance or perceived public acceptance of the Company’s biotechnology and other agricultural products; (iv) effect of changes in agricultural and related policies of governments and international organizations; (v) effect of competition and consolidation in the Company’s industry; (vi) effect of competition from manufacturers of generic products; (vii) costs of complying with evolving regulatory requirements and the effect of actual or alleged violations of environmental laws
