Compensation Committee Report
The
reports of the Compensation Committee and the Audit Review Committee that follow
do not constitute soliciting material and will not be deemed filed or
incorporated by reference by any general statement incorporating by reference
this Proxy Statement or future filings into any filing under the Securities Act
of 1933 or under the Securities Exchange Act of 1934, except to the extent that
Deere specifically incorporates the information by reference, and will not
otherwise be deemed filed under these
statutes
.
Compensation Committee
Report
|
The Compensation Committee of the Board of
Directors has reviewed the Compensation Discussion and Analysis required by Item
402(b) of Regulation S-K and discussed it with Deeres management. Based on the
Compensation Committees review and discussions with management, the
Compensation Committee recommends to the Board of Directors that the
Compensation Discussion and Analysis be included in Deeres Proxy
Statement.
Vance D. Coffman, Chair
Crandall C.
Bowles
Clayton M. Jones
Brian M. Krzanich
Dmitri L.
Stockton
59
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive
Compensation Tables
Executive Compensation
Tables
|
In this
section, we provide tabular and narrative information regarding the compensation
of our NEOs for the fiscal year ended October 31, 2016. Fiscal 2016 is the first
year Mr. May met the criteria for inclusion. Therefore only data for fiscal 2016
is included for Mr. May.
FISCAL 2016
SUMMARY COMPENSATION TABLE
Name
& Position
|
|
Fiscal
Year
|
|
Salary
(1)
|
|
Stock
Awards
(2)
|
|
Option Awards
(3)
|
|
Non-Equity
Incentive
Plan
Compensation
(4)
|
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings
(5)
|
|
All
Other
Compensation
(6)
|
|
Total
|
Samuel R. Allen
|
|
2016
|
|
$
|
1,500,000
|
|
$
|
6,246,874
|
|
$
|
2,926,317
|
|
$
|
4,492,426
|
|
$
|
3,005,568
|
|
$
|
471,686
|
|
$
|
18,642,871
|
Chairman and
|
|
2015
|
|
$
|
1,500,000
|
|
$
|
5,612,187
|
|
$
|
2,660,623
|
|
$
|
5,519,363
|
|
$
|
2,931,274
|
|
$
|
477,883
|
|
$
|
18,701,330
|
Chief Executive Officer
|
|
2014
|
|
$
|
1,495,204
|
|
$
|
6,606,197
|
|
$
|
3,058,680
|
|
$
|
5,397,891
|
|
$
|
3,137,079
|
|
$
|
578,245
|
|
$
|
20,273,296
|
Rajesh Kalathur
|
|
2016
|
|
$
|
615,312
|
|
$
|
1,167,110
|
|
$
|
546,760
|
|
$
|
1,269,406
|
|
$
|
352,821
|
|
$
|
155,296
|
|
$
|
4,106,705
|
Senior Vice President and
|
|
2015
|
|
$
|
552,128
|
|
$
|
1,153,349
|
|
$
|
546,826
|
|
$
|
1,953,632
|
|
$
|
284,820
|
|
$
|
146,875
|
|
$
|
4,637,630
|
Chief Financial Officer
|
|
2014
|
|
$
|
525,437
|
|
$
|
1,073,209
|
|
$
|
496,928
|
|
$
|
1,879,751
|
|
$
|
190,760
|
|
$
|
131,124
|
|
$
|
4,297,209
|
James M. Field
|
|
2016
|
|
$
|
686,266
|
|
$
|
1,167,110
|
|
$
|
546,760
|
|
$
|
1,352,171
|
|
$
|
632,142
|
|
$
|
185,457
|
|
$
|
4,569,906
|
President, Agricultural
|
|
2015
|
|
$
|
666,274
|
|
$
|
1,048,459
|
|
$
|
497,120
|
|
$
|
2,146,607
|
|
$
|
506,345
|
|
$
|
180,826
|
|
$
|
5,045,631
|
Equipment Operations
|
|
2014
|
|
$
|
646,353
|
|
$
|
1,180,392
|
|
$
|
546,630
|
|
$
|
2,083,579
|
|
$
|
459,197
|
|
$
|
167,586
|
|
$
|
5,083,737
|
Michael J. Mack, Jr.
|
|
2016
|
|
$
|
696,118
|
|
$
|
1,114,096
|
|
$
|
521,896
|
|
$
|
1,363,662
|
|
$
|
1,027,382
|
|
$
|
186,066
|
|
$
|
4,909,220
|
Group President, JD Financial,
|
|
2015
|
|
$
|
675,839
|
|
$
|
1,258,151
|
|
$
|
596,532
|
|
$
|
2,162,777
|
|
$
|
848,211
|
|
$
|
182,619
|
|
$
|
5,724,129
|
Global HR & Public Affairs
|
|
2014
|
|
$
|
656,147
|
|
$
|
1,212,742
|
|
$
|
561,549
|
|
$
|
2,100,089
|
|
$
|
822,000
|
|
$
|
185,218
|
|
$
|
5,537,745
|
John C. May
|
|
2016
|
|
$
|
599,840
|
|
$
|
1,273,139
|
|
$
|
596,455
|
|
$
|
1,251,358
|
|
$
|
388,506
|
|
$
|
162,727
|
|
$
|
4,272,025
|
President, Ag Solutions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Chief Information Officer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes amounts deferred by the NEO under the John
Deere Voluntary Deferred Compensation Plan. Salary amounts deferred in
fiscal 2016 are included in the first column of the Fiscal 2016
Nonqualified Deferred Compensation Table.
|
(2)
|
R
epresents the
aggregate grant date fair value of PSUs and RSUs computed in accordance
with FASB ASC Topic 718. The values in this column exclude the effect of
estimated forfeitures. Assumptions made in the calculation of these
amounts are included in Note 24, Stock Option and Restricted Stock
Awards, of our consolidated financial statements filed with the SEC on
Form 10-K for the fiscal year ended October 31, 2016 (2016 Form 10-K).
For PSUs, the value at the grant date is based upon the probable outcome
of the performance metrics over the three-year performance period. If the
highest level of payout was achieved, the value of the PSU awards as of
the grant date would be as follows: $8,313,838 (Allen); $1,553,230
(Kalathur); $1,553,230 (Field); $1,482,702 (Mack); and $1,694,290 (May).
RSUs will vest three years after the grant date, at which time they may be
settled in Deere common stock. Refer to the Fiscal 2016 Grants of
Plan-Based Awards table and footnote (7) for a detailed description of the
grant date fair value of stock awards.
|
(3)
|
Represents the
aggregate grant date fair value of stock options computed in accordance
with FASB ASC Topic 718. The values in this column exclude the effect of
estimated forfeitures. The assumptions made in valuing option awards
reported in this column and a more detailed discussion of the binomial
lattice option pricing model appear in Note 24, Stock Option and
Restricted Stock Awards, of our consolidated financial statements filed
with the SEC in the 2016 Form 10-K. Refer to the Fiscal 2016 Grants of
Plan-Based Awards table and footnote (7) for a detailed description of the
grant date fair value of option awards.
|
(4)
|
Non-equity incentive plan compensation includes cash awards under
the STI and MTI plans. Cash awards earned under the STI and MTI plans for
the performance period ended in fiscal 2016 were paid to the NEOs on
December 15, 2016, unless deferred under the Voluntary Deferred
Compensation Plan. Deferred STI and MTI amounts are included in the first
column of the Fiscal 2016 Nonqualified Deferred Compensation
Table.
|
60
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive
Compensation Tables
The following table shows the awards
earned under the STI and MTI plans:
|
|
STI (a)
|
|
MTI (b)
|
|
|
|
Name
|
|
Target
Award as %
of Salary
|
|
Actual
Performance
as % of Target
|
|
Award
Amount
|
|
Target
Award as %
of Salary
|
|
Actual
Performance
as % of Target
|
|
Award
Amount
|
|
Total Non-Equity
Incentive
Plan
Compensation
|
|
Samuel R. Allen
|
|
125%
|
|
137%
|
|
$
|
2,573,063
|
|
121%
|
|
106%
|
|
$
|
1,919,363
|
|
$
|
4,492,426
|
|
Rajesh Kalathur
|
|
85%
|
|
137%
|
|
$
|
717,734
|
|
93%
|
|
106%
|
|
$
|
551,672
|
|
$
|
1,269,406
|
|
James M. Field
|
|
85%
|
|
137%
|
|
$
|
800,499
|
|
93%
|
|
106%
|
|
$
|
551,672
|
|
$
|
1,352,171
|
|
Michael J. Mack, Jr.
|
|
85%
|
|
137%
|
|
$
|
811,990
|
|
93%
|
|
106%
|
|
$
|
551,672
|
|
$
|
1,363,662
|
|
John C. May
|
|
85%
|
|
137%
|
|
$
|
699,686
|
|
93%
|
|
106%
|
|
$
|
551,672
|
|
$
|
1,251,358
|
|
(a)
|
Based on actual
performance, as discussed in the CD&A under Fiscal 2016 Performance
Results for STI, the NEOs earned an STI award equal to 137% of the target
opportunity.
|
|
(b)
|
Based on actual
performance, as discussed in the CD&A under Fiscal 2016 Performance
Results for MTI, the NEOs earned an MTI award equal to 106% of the target
opportunity.
|
(5)
|
The following table
shows the change in pension value and above-market earnings on nonqualified deferred compensation during fiscal 2016.
|
|
|
|
Name
|
|
Change in
Pension Value
(a)
|
|
Nonqualified
Deferred
Compensation Earnings (b)
|
|
Total
|
|
Samuel R. Allen
|
|
$
|
2,972,724
|
|
$
|
32,844
|
|
$
|
3,005,568
|
|
Rajesh Kalathur
|
|
$
|
349,214
|
|
$
|
3,607
|
|
$
|
352,821
|
|
James M. Field
|
|
$
|
620,967
|
|
$
|
11,175
|
|
$
|
632,142
|
|
Michael J. Mack, Jr.
|
|
$
|
971,694
|
|
$
|
55,688
|
|
$
|
1,027,382
|
|
John C. May
|
|
$
|
386,124
|
|
$
|
2,382
|
|
$
|
388,506
|
|
(a)
|
Represents the change
in the actuarial present value of each NEOs accumulated benefit under all
defined benefit plans from October 31, 2015, to October 31, 2016. The
pension value calculations include the same assumptions as used in the
pension plan valuations for financial reporting purposes. For more
information on the assumptions, see footnote (4) under the Fiscal 2016
Pension Benefits Table.
|
|
(b)
|
Represents above-market earnings on
compensation that is deferred by the NEOs under our nonqualified deferred
compensation plans. Above-market earnings represent the difference between
the interest rate used to calculate earnings under the applicable plan and
120% of the applicable federal long-term rate prescribed by the Internal
Revenue Code. See the Fiscal 2016 Nonqualified Deferred Compensation Table
for additional information.
Over the past two years, modifications have
been made for the investment options available under the Nonemployee
Director Deferred Compensation Plan and the Voluntary Deferred Compensation Plan for employees to ensure that participants cannot earn
above-market returns on new deferrals. Minimal amounts may be reported in
future years for prior years deferrals.
|
|
|
(6)
|
The following table provides
details about each component of the All Other Compensation column in the
Fiscal 2016 Summary Compensation Table:
|
|
Name
|
|
Personal
Use
of
Company
Aircraft
(a)
|
|
Financial
Planning
(b)
|
|
Medical
Exams
(c)
|
|
Misc
Perquisites
(d)
|
|
Company
Contributions
to
Defined
ContributionPlans
(e)
|
|
Total
All
Other
Compensation
|
|
Samuel R. Allen
|
|
$
|
30,102
|
|
$
|
|
|
$
|
9,488
|
|
$
|
2,410
|
|
$
|
429,686
|
|
$
|
471,686
|
|
Rajesh Kalathur
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
422
|
|
$
|
154,874
|
|
$
|
155,296
|
|
James M. Field
|
|
$
|
|
|
$
|
2,185
|
|
$
|
|
|
$
|
2,005
|
|
$
|
181,267
|
|
$
|
185,457
|
|
Michael J. Mack, Jr.
|
|
$
|
|
|
$
|
|
|
$
|
896
|
|
$
|
1,301
|
|
$
|
183,869
|
|
$
|
186,066
|
|
John C. May
|
|
$
|
|
|
$
|
4,532
|
|
$
|
4,315
|
|
$
|
588
|
|
$
|
153,292
|
|
$
|
162,727
|
|
(a)
|
Per IRS regulations,
the NEOs recognize imputed income on the personal use of Deeres aircraft.
For SEC disclosure purposes, the cost of personal use of Deeres aircraft
is calculated based on the incremental cost to Deere. To determine the
incremental cost, we calculate the variable costs for fuel on a per mile
basis, plus any direct trip expenses such as on-board catering,
landing/ramp fees, and crew expenses. Fixed costs that do not change based
on usage, such as pilot salaries, depreciation of aircraft, and
maintenance costs, are excluded. Mr. Allens personal usage of company
aircraft in fiscal 2016 amounted to approximately 23 hours of travel,
which represents less than 0.5% of the total hours flown by company
aircraft.
|
|
(b)
|
This column contains amounts Deere paid for
financial planning assistance to the NEOs. Each year, the CEO may receive
up to $15,000 of assistance and the other NEOs may receive up to
$10,000.
|
|
(c)
|
This column contains the amounts Deere paid for
annual medical exams for the NEOs.
|
|
(d)
|
Miscellaneous perquisites include spousal
attendance at company events.
|
|
(e)
|
Deere makes contributions to the John Deere
Savings and Investment Plan for all eligible employees. Deere also credits
contributions to the John Deere Defined Contribution Restoration Plan for
all employees covered by the Contemporary Option under our tax-qualified
pension plan whose earnings exceed relevant IRS limits. All of our current
NEOs are covered by the Contemporary
Option.
|
61
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive Compensation
Tables
The following table provides additional
information regarding fiscal 2016 grants of RSU, PSU, and stock option awards
under the Omnibus Plan, and the potential range of awards that were approved in
fiscal 2016 under the STI and MTI plans for payout in future years. These awards
are further described in the CD&A under Direct Compensation
Elements.
FISCAL
2016 GRANTS OF PLAN-BASED AWARDS
Name
|
Grant Date
(1)
|
|
Estimated Future Payouts Under
Non-Equity
Incentive Plan Awards
(2)
|
Estimated
Future Payouts Under
Equity Incentive Plan
Awards
(3)
|
|
All
Other
Stock
Awards:
Number
of
Shares of
Stock
or
Units
(4)
|
|
All
Other
Option
Awards:
Number
of
Securities
Underlying
Options
(5)
|
|
Exercise
or Base
Price
of
Option
Awards
($ / Sh)
(6)
|
|
Grant Date
Fair
Value of Stock
and
Option
Awards
(7)
|
Threshold
|
|
Target
|
|
Maximum
|
Threshold
|
|
Target
|
|
Maximum
|
Samuel R. Allen
|
12/01/2015-STI
|
|
$
|
|
|
$
|
1,875,000
|
|
$
|
3,750,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/01/2015-MTI
|
|
$
|
1,100
|
|
$
|
1,815,000
|
|
$
|
3,630,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/9/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
26,375
|
|
|
|
|
|
|
$
|
2,089,955
|
|
12/9/15
|
|
|
|
|
|
|
|
|
|
10,550
|
|
42,200
|
|
84,400
|
|
|
|
|
|
|
|
|
$
|
4,156,919
|
|
12/9/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
173,360
|
|
$
|
79.24
|
|
$
|
2,926,317
|
|
|
|
$
|
1,100
|
|
$
|
3,690,000
|
|
$
|
7,380,000
|
10,550
|
|
42,200
|
|
84,400
|
|
26,375
|
|
173,360
|
|
|
|
|
$
|
9,173,191
|
Rajesh Kalathur
|
12/01/2015-STI
|
|
$
|
|
|
$
|
523,015
|
|
$
|
1,046,030
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/01/2015-MTI
|
|
$
|
400
|
|
$
|
576,370
|
|
$
|
1,152,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,928
|
|
|
|
|
|
|
$
|
390,495
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
1,971
|
|
7,884
|
|
15,768
|
|
|
|
|
|
|
|
|
$
|
776,615
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,391
|
|
$
|
79.24
|
|
$
|
546,760
|
|
|
|
$
|
400
|
|
$
|
1,099,385
|
|
$
|
2,198,770
|
1,971
|
|
7,884
|
|
15,768
|
|
4,928
|
|
32,391
|
|
|
|
|
$
|
1,713,870
|
James
M. Field
|
12/01/2015-STI
|
|
$
|
|
|
$
|
583,326
|
|
$
|
1,166,652
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/01/2015-MTI
|
|
$
|
400
|
|
$
|
576,370
|
|
$
|
1,152,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,928
|
|
|
|
|
|
|
$
|
390,495
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
1,971
|
|
7,884
|
|
15,768
|
|
|
|
|
|
|
|
|
$
|
776,615
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,391
|
|
$
|
79.24
|
|
$
|
546,760
|
|
|
|
$
|
400
|
|
$
|
1,159,696
|
|
$
|
2,319,392
|
1,971
|
|
7,884
|
|
15,768
|
|
4,928
|
|
32,391
|
|
|
|
|
$
|
1,713,870
|
Michael J. Mack, Jr.
|
12/01/2015-STI
|
|
$
|
|
|
$
|
591,700
|
|
$
|
1,183,400
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/01/2015-MTI
|
|
$
|
400
|
|
$
|
576,370
|
|
$
|
1,152,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,704
|
|
|
|
|
|
|
$
|
372,745
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
1,881
|
|
7,526
|
|
15,052
|
|
|
|
|
|
|
|
|
$
|
741,351
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30,918
|
|
$
|
79.24
|
|
$
|
521,896
|
|
|
|
$
|
400
|
|
$
|
1,168,070
|
|
$
|
2,336,140
|
1,881
|
|
7,526
|
|
15,052
|
|
4,704
|
|
30,918
|
|
|
|
|
$
|
1,635,992
|
John
C. May
|
12/01/2015-STI
|
|
$
|
|
|
$
|
509,864
|
|
$
|
1,019,728
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/01/2015-MTI
|
|
$
|
400
|
|
$
|
576,370
|
|
$
|
1,152,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,376
|
|
|
|
|
|
|
$
|
425,994
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
2,150
|
|
8,600
|
|
17,200
|
|
|
|
|
|
|
|
|
$
|
847,145
|
|
12/09/15
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
35,335
|
|
$
|
79.24
|
|
$
|
596,455
|
|
|
|
$
|
400
|
|
$
|
1,086,234
|
|
$
|
2,172,468
|
2,150
|
|
8,600
|
|
17,200
|
|
5,376
|
|
35,335
|
|
|
|
|
$
|
1,869,594
|
(1)
|
For the non-equity
incentive plan awards, the grant date is the date the Committee approved
the range of estimated potential future payouts for the performance
periods noted under footnote (2) below. For equity awards, the grant date
is seven calendar days after the first regularly scheduled Board meeting
of the fiscal year.
|
(2)
|
These columns show the range of potential
payouts under the STI and MTI plans. The performance period for STI in
this table covers November 1, 2015, through October 31, 2016. For actual
performance between threshold, target, and maximum, the earned STI award
will be prorated.
|
|
The range of the MTI award covers the
three-year performance period beginning in fiscal 2016 and ending in
fiscal 2018. Awards will not be paid unless Deere generates at least $5
million of SVA for the performance period. The target MTI award will be
earned if $4,200 million of SVA is accumulated and the maximum MTI award
will be earned if $8,400 million or more of SVA is accumulated during the
performance period. The MTI award will be reduced (i) by 25% if Deeres
TSR for the performance period is at or below the 25th percentile relative
to the companies in the S&P Industrial Sector and (ii) up to 25% if
TSR falls between the 25th and 50th percentiles. The amounts shown in the
table represent potential MTI awards based on the median salary of the
NEOs respective salary grades as of September 30, 2015. The actual MTI
awards will depend upon Deeres actual SVA performance, Deeres relative
TSR performance, and the median salaries of the NEOs respective salary
grades as of September 30, 2017.
|
(3)
|
Represents the potential payout range of PSUs granted in December 2015. The number of shares that vest is equally based on TSR and revenue growth, both relative to companies in the S&P Industrial Sector. Performance and payouts are determined independently for each metric. At the end of the three-year performance period, the actual award, delivered as Deere common stock, can range from 0% to 200% of the original grant.
|
62
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive Compensation
Tables
(4)
|
Represents the number
of RSUs granted in December 2015. RSUs will vest three years after the
grant date, at which time they will be settled in Deere common stock.
Prior to settlement, RSUs earn dividend equivalents in cash at the same
time as dividends are paid on Deeres common stock.
|
(5)
|
Represents the number of options granted in
December 2015. These options vest in three approximately equal annual
installments on the first, second, and third anniversaries of the grant
date.
|
(6)
|
The exercise price is the closing price of
Deere common stock on the NYSE on the grant date.
|
(7)
|
Amounts shown represent the grant date fair
value of equity awards granted to the NEOs in fiscal 2016 calculated in
accordance with FASB ASC Topic 718. The values in this column exclude the
effect of estimated forfeitures. For RSUs, fair value is the market value
of the underlying stock on the grant date (which is the same as the
exercise price in column (6) for stock options). For options, the fair
value on the grant date was $16.88, which was calculated using the
binomial lattice option pricing model. The grant date fair value of the
PSUs subject to the TSR metric was $103.66 based on a lattice valuation
model, excluding dividends. The grant date fair value of the PSUs subject
to the revenue growth metric was $72.93 based on the market price of a
share of underlying common stock, excluding
dividends.
|
For additional information on the
valuation assumptions, refer to Note 24, Stock Option and Restricted Stock
Awards, of Deeres consolidated financial statements filed with the SEC in the
2016 Form 10-K.
OUTSTANDING EQUITY AWARDS AT FISCAL 2016
YEAR-END
The following table itemizes outstanding
options, RSUs, and PSUs held by the NEOs as of October 31, 2016:
|
|
Option
Awards
|
|
Stock Awards
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(1)
|
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)
|
|
Option
Exercise
Price
|
|
Intrinsic
Value
of
Unexercised
Options
(2)
|
|
Option
Expiration
Date
(3)
|
|
Number
of
Shares
or Units
of Stock
That
Have
Not
Vested
(4)
|
|
Market
Value of
Shares
or
Units of
Stock That
Have
Not
Vested
(5)
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That
Have
Not Vested
(6)
|
|
Equity Incentive
Plan Awards:
Market or
Payout
Value Unearned
Shares, Units or
Other
Rights That
Have Not Vested
(7)
|
Samuel R.
Allen
|
|
28,808
|
|
|
|
$
|
88.82
|
|
$
|
|
|
12/05/17
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
62,704
|
|
|
|
$
|
39.67
|
|
$
|
3,049,609
|
|
12/17/18
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
269,353
|
|
|
|
$
|
52.25
|
|
$
|
9,710,176
|
|
12/09/19
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
114,253
|
|
|
|
$
|
80.61
|
|
$
|
878,606
|
|
12/08/20
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
135,897
|
|
|
|
$
|
74.24
|
|
$
|
1,910,712
|
|
12/14/21
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
128,899
|
|
|
|
$
|
86.36
|
|
$
|
250,064
|
|
12/12/22
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
82,834
|
|
40,799
|
|
$
|
87.46
|
|
$
|
103,852
|
|
12/11/23
|
|
38,372
|
|
$
|
3,388,248
|
|
|
|
$
|
|
|
|
45,989
|
|
89,274
|
|
$
|
88.19
|
|
$
|
15,555
|
|
12/10/24
|
|
21,545
|
|
$
|
1,902,424
|
|
34,472
|
|
$
|
3,043,878
|
|
|
|
|
173,360
|
|
$
|
79.24
|
|
$
|
1,570,642
|
|
12/09/25
|
|
26,375
|
|
$
|
2,328,913
|
|
42,200
|
|
$
|
3,726,260
|
|
|
868,737
|
|
303,433
|
|
|
|
|
$
|
17,489,216
|
|
|
|
86,292
|
|
$
|
7,619,585
|
|
76,672
|
|
$
|
6,770,138
|
Rajesh
Kalathur
|
|
5,816
|
|
|
|
$
|
48.38
|
|
$
|
232,204
|
|
12/06/16
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
4,519
|
|
|
|
$
|
88.82
|
|
$
|
|
|
12/05/17
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
11,133
|
|
|
|
$
|
39.67
|
|
$
|
541,453
|
|
12/17/18
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
12,151
|
|
|
|
$
|
52.25
|
|
$
|
438,044
|
|
12/09/19
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
7,379
|
|
|
|
$
|
80.61
|
|
$
|
56,745
|
|
12/08/20
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
7,996
|
|
|
|
$
|
74.24
|
|
$
|
112,424
|
|
12/14/21
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
24,083
|
|
|
|
$
|
86.36
|
|
$
|
46,721
|
|
12/12/22
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
13,457
|
|
6,629
|
|
$
|
87.46
|
|
$
|
16,872
|
|
12/11/23
|
|
6,233
|
|
$
|
550,374
|
|
|
|
$
|
|
|
|
9,452
|
|
18,348
|
|
$
|
88.19
|
|
$
|
3,197
|
|
12/10/24
|
|
4,428
|
|
$
|
390,992
|
|
7,084
|
|
$
|
625,517
|
|
|
|
|
32,391
|
|
$
|
79.24
|
|
$
|
293,462
|
|
12/09/25
|
|
4,928
|
|
$
|
435,142
|
|
7,884
|
|
$
|
696,157
|
|
|
95,986
|
|
57,368
|
|
|
|
|
$
|
1,741,122
|
|
|
|
15,589
|
|
$
|
1,376,508
|
|
14,968
|
|
$
|
1,321,674
|
63
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive Compensation
Tables
|
|
Option Awards
|
|
Stock
Awards
|
Name
|
|
Number
of
Securities
Underlying
Unexercised
Options
Exercisable
(1)
|
|
Number
of
Securities
Underlying
Unexercised
Options
Unexercisable
(1)
|
|
Option
Exercise
Price
|
|
Intrinsic Value
of
Unexercised
Options
(2)
|
|
Option
Expiration
Date
(3)
|
|
Number
of Shares
or Units
of
Stock
That
Have
Not
Vested
(4)
|
|
Market
Value of
Shares
or
Units of
Stock That
Have
Not
Vested
(5)
|
|
Equity
Incentive
Plan Awards:
Number of
Unearned
Shares,
Units or Other
Rights That
Have
Not Vested
(6)
|
|
Equity Incentive
Plan Awards:
Market or
Payout
Value Unearned
Shares, Units or
Other
Rights That
Have
Not
Vested
(7)
|
James M.
Field
|
|
28,229
|
|
|
|
$
|
52.25
|
|
$
|
1,017,655
|
|
12/09/19
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
21,735
|
|
|
|
$
|
80.61
|
|
$
|
167,142
|
|
12/08/20
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
25,391
|
|
|
|
$
|
74.24
|
|
$
|
356,997
|
|
12/14/21
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
23,036
|
|
|
|
$
|
86.36
|
|
$
|
44,690
|
|
12/12/22
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
14,803
|
|
7,292
|
|
$
|
87.46
|
|
$
|
18,560
|
|
12/11/23
|
|
6,856
|
|
$
|
605,385
|
|
|
|
$
|
|
|
|
8,592
|
|
16,681
|
|
$
|
88.19
|
|
$
|
2,906
|
|
12/10/24
|
|
4,025
|
|
$
|
355,408
|
|
6,440
|
|
$
|
568,652
|
|
|
|
|
32,391
|
|
$
|
79.24
|
|
$
|
293,462
|
|
12/09/25
|
|
4,928
|
|
$
|
435,142
|
|
7,884
|
|
$
|
696,157
|
|
|
121,786
|
|
56,364
|
|
|
|
|
$
|
1,901,412
|
|
|
|
15,809
|
|
$
|
1,395,935
|
|
14,324
|
|
$
|
1,264,809
|
Michael
J. Mack, Jr.
|
|
24,388
|
|
|
|
$
|
88.82
|
|
$
|
|
|
12/05/17
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
21,347
|
|
|
|
$
|
80.61
|
|
$
|
164,158
|
|
12/08/20
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
23,183
|
|
|
|
$
|
74.24
|
|
$
|
325,953
|
|
12/14/21
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
21,989
|
|
|
|
$
|
86.36
|
|
$
|
42,659
|
|
12/12/22
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
15,207
|
|
7,491
|
|
$
|
87.46
|
|
$
|
19,066
|
|
12/11/23
|
|
7,044
|
|
$
|
621,985
|
|
|
|
$
|
|
|
|
10,311
|
|
20,016
|
|
$
|
88.19
|
|
$
|
3,488
|
|
12/10/24
|
|
4,830
|
|
$
|
426,489
|
|
7,728
|
|
$
|
682,382
|
|
|
|
|
30,918
|
|
$
|
79.24
|
|
$
|
280,117
|
|
12/09/25
|
|
4,704
|
|
$
|
415,363
|
|
7,526
|
|
$
|
664,546
|
|
|
116,425
|
|
58,425
|
|
|
|
|
$
|
835,441
|
|
|
|
16,578
|
|
$
|
1,463,837
|
|
15,254
|
|
$
|
1,346,928
|
John C.
May
|
|
7,606
|
|
|
|
$
|
88.82
|
|
$
|
|
|
12/05/17
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
5,411
|
|
|
|
$
|
80.61
|
|
$
|
41,611
|
|
12/08/20
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
5,597
|
|
|
|
$
|
74.24
|
|
$
|
78,694
|
|
12/14/21
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
25,130
|
|
|
|
$
|
86.36
|
|
$
|
48,752
|
|
12/12/22
|
|
|
|
$
|
|
|
|
|
$
|
|
|
|
14,803
|
|
7,292
|
|
$
|
87.46
|
|
$
|
18,560
|
|
12/11/23
|
|
6,856
|
|
$
|
605,385
|
|
|
|
$
|
|
|
|
9,452
|
|
18,348
|
|
$
|
88.19
|
|
$
|
3,197
|
|
12/10/24
|
|
4,428
|
|
$
|
390,992
|
|
7,084
|
|
$
|
625,517
|
|
|
|
|
35,335
|
|
$
|
79.24
|
|
$
|
320,135
|
|
12/09/25
|
|
5,376
|
|
$
|
474,701
|
|
8,600
|
|
$
|
759,380
|
|
|
67,999
|
|
60,975
|
|
|
|
|
$
|
510,949
|
|
|
|
16,660
|
|
$
|
1,471,078
|
|
15,684
|
|
$
|
1,384,897
|
(1)
|
Options become vested
and exercisable in three approximately equal annual installments on the
first, second, and third anniversaries of the grant date.
|
(2)
|
The amount shown represents the number of
options that have not been exercised (vested and unvested) multiplied by
the difference between the closing price for Deere common stock on the
NYSE on October 31, 2016, which was $88.30, and the option exercise price.
No value is shown for underwater options.
|
(3)
|
Options expire ten years from the grant
date.
|
(4)
|
RSUs vest three years after the grant date, at
which time they are settled in Deere common stock.
The three-year
performance period for PSUs granted in fiscal 2014 ended on October 31,
2016. The final payout determination was made by the Committee in December
2016 and was settled in Deere common stock on December 11, 2016 (the third
anniversary of the grant date). As discussed in the CD&A under
2014-2016 PSUs, the final payout under the award was equal to 33.5% of
the target opportunity. The number of shares earned by the applicable NEOs
were as follows: 13,390 (Allen), 2,175 (Kalathur), 2,392 (Field), 2,458
(Mack) and 2,392 (May).
|
(5)
|
The amount shown represents the number of RSUs
that have not vested multiplied by the closing price for Deere common
stock on the NYSE on October 31, 2016, which was $88.30.
|
(6)
|
The amount shown represents actual achievement
of the PSUs granted in fiscal years 2015 and 2016 relative to the S&P
Industrial Sector, assuming truncated performance measurement periods. The
final number of shares earned, if any, will be based upon performance as
determined by revenue growth and TSR relative to the S&P Industrial
Sector at the end of the applicable performance
period.
|
|
PSU Grant Date
|
December 10, 2014
|
|
December 9, 2015
|
|
Truncated performance period
|
11/1/2014-10/31/2016
|
|
11/1/2015-10/31/2016
|
|
Actual performance period ending
date
|
10/31/17
|
|
10/31/18
|
|
Payout of shares (as a % of target) based on
revenue growth
|
0%
|
|
0%
|
|
Payout of shares (as a % of target) based on
TSR
|
116%
|
|
200%
|
|
Combined payout of shares (as a % of
target)
|
58%
|
|
100%
|
(7)
|
The amount shown
represents the number of PSUs described in footnote (6) to this table
multiplied by the closing price for Deere common stock on the NYSE on
October 31, 2016, which was $88.30.
|
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Executive Compensation Tables
FISCAL
2016 OPTION EXERCISES AND STOCK VESTED
The following table provides information
regarding option exercises and vesting of RSUs and PSUs during fiscal
2016.
These options and stock awards were granted
in prior fiscal years and are not related to performance in fiscal
2016:
|
|
Option Awards
|
|
Stock Awards
|
|
Name
|
|
Number of Shares
Acquired on
Exercise
(1)
|
|
Value Realized
on
Exercise
(2)
|
|
Number of
Shares
Acquired on
Vesting
(3)
|
|
Value Realized
on
Vesting
(4)
|
|
Samuel R. Allen
|
|
|
|
|
|
|
$
|
|
|
|
|
25,301
|
|
|
$
|
1,952,225
|
|
Rajesh Kalathur
|
|
|
4,366
|
|
|
|
$
|
196,813
|
|
|
|
4,727
|
|
|
$
|
364,735
|
|
James M. Field
|
|
|
|
|
|
|
$
|
|
|
|
|
4,521
|
|
|
$
|
348,840
|
|
Michael J. Mack, Jr.
|
|
|
|
|
|
|
$
|
|
|
|
|
4,316
|
|
|
$
|
333,023
|
|
John C. May
|
|
|
|
|
|
|
$
|
|
|
|
|
4,932
|
|
|
$
|
380,553
|
|
(1)
|
Represents the total number of shares
that were exercised before any withholding of shares to pay the exercise
price and taxes.
|
(2)
|
Value realized on exercise is based on
the market price upon exercise minus the exercise price (the grant
price).
|
(3)
|
Represents the number of RSUs and PSUs that
vested during fiscal 2016, all of which were granted in fiscal
2013.
The three-year performance period for PSUs
granted in fiscal 2013, ended on October 31, 2015, and vested on December
12, 2015. The final number of shares earned was based on Deeres revenue
growth and TSR relative to the S&P Industrial Sector over the
performance period. The final payout determination, made by the Committee
in December 2016, reflects revenue growth and TSR comparable to the 3rd
and 8th percentiles, respectively, of the S&P Industrial Sector.
Accordingly, there were no payouts for these
PSUs.
|
|
The following table shows the number of RSUs and PSUs that
vested during fiscal 2016:
|
|
Name
|
RSUs
|
PSUs
|
|
Samuel R. Allen
|
25,301
|
|
|
Rajesh Kalathur
|
4,727
|
|
|
James M. Field
|
4,521
|
|
|
Michael J. Mack, Jr.
|
4,316
|
|
|
John C. May
|
4,932
|
|
4)
|
Represents the number of RSUs and
PSUs vested multiplied by the closing price ($77.16) of Deere common stock
on the NYSE as of the vesting date.
|
Pension Benefits
The NEOs are eligible to participate in pension plans that
provide benefits based on years of service and pay. Pension benefits are
provided under a qualified defined benefit pension plan called the John Deere
Pension Plan for Salaried Employees (the Salaried Plan) and two nonqualified
pension plans called the Senior Supplementary Pension Benefit Plan (the Senior
Supplementary Plan) and the John Deere Supplemental Pension Benefit Plan (the
Deere Supplemental Plan).
In 1996, we introduced a new pension
option under the Salaried Plan known as the Contemporary Option. At that time,
participants could elect to remain in the existing Salaried Plan option, known
as the Traditional Option, or convert to the new Contemporary Option. New
employees hired between January 1, 1997, and October 31, 2015, automatically
participated in the Contemporary Option. For new employees hired on or after
November 1, 2015, pension benefits under the Salaried Plan are calculated based
on a cash balance methodology instead of the Traditional or Contemporary Option
formulas. None of the NEOs participate in the Traditional or cash balance
plan.
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SALARIED
PLAN
The Salaried Plan is a qualified plan
subject to certain IRS limitations on benefits and is subject to the Employee
Retirement Income Security Act of 1974. Deere makes contributions to, and
benefits are paid from, a tax-exempt pension trust. Pension benefits provided by
the Salaried Plan under the Contemporary Option are summarized below.
Under the Contemporary Option, Career
Average Pay is used in computing retirement benefits. Career Average Pay is
calculated using salary plus STI (up to IRS limits). For participants hired
before January 1, 1997, the transition to Career Average Pay includes salary and
STI awards from 1992 until retirement. Deere makes contributions to the 401(k)
retirement savings accounts of salaried employees participating in this
option.
The formula for calculating benefits under
the Contemporary Option is:
|
|
|
|
|
|
|
|
|
Career Average
Pay
|
|
×
|
|
Years of Service
|
|
×
|
|
1.5%
|
|
|
|
|
|
|
|
|
|
Early retirement eligibility under the
Contemporary Option is the earlier of:
|
(1)
|
age 55 with ten or more years of service;
or
|
|
(2)
|
age 65 with five or more years of
service
|
Pension payments are reduced by 4% for
each year the employee is under the unreduced benefits age upon
retirement.
Mr. Mack is the only NEO currently
eligible to retire early with reduced benefits under the Contemporary
Option.
Eligibility to retire with unreduced
benefits under the Contemporary Option occurs at age 67 for all participating
employees who were hired on or after January 1, 1997. For participants hired
before this date, the eligibility age to retire with unreduced benefits is based
on years of service as of January 1, 1997, and ranges from ages 60 to 67. Mr.
Allen is the only NEO currently eligible to retire with unreduced benefits under
the Contemporary Option.
SENIOR
SUPPLEMENTARY PLAN
The Senior Supplementary Plan is an
unfunded, nonqualified excess defined benefit plan that provides additional
pension benefits in an amount comparable to those the participant would have
received under the Salaried Plan in the absence of IRS limitations. Benefit
payments for the Senior Supplementary Plan are made from the assets of Deere and
are at-risk in the event Deere seeks bankruptcy protection.
The Senior Supplementary Plan uses
the same formula as the Salaried Plan to calculate the benefit payable, except
that eligible earnings include only amounts above qualified plan
limits.
DEERE SUPPLEMENTAL
PLAN
The Deere Supplemental Plan is an
unfunded, nonqualified supplemental retirement plan for certain employees,
including all the NEOs. Benefit payments for the Deere Supplemental Plan are
made from the assets of Deere and are at-risk in the event Deere seeks
bankruptcy protection. The Deere Supplemental Plan was closed to new
participants effective November 1, 2015, although benefits will continue to
accrue for employees who were already participating in the plan as of that
date.
The formula for calculating benefits
is:
Career Average Pay
|
|
×
|
|
|
|
×
|
|
.05%
|
|
|
Years of Service
|
|
|
|
|
(at grade 13 and above since January 1, 1997)
|
|
|
|
|
|
|
|
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FISCAL 2016 PENSION
BENEFITS TABLE
Name
|
|
Plan Name
(1)
|
|
Assumed
Retirement
Age
(2)
|
|
Number of Years
of Credited
Service
(3)
|
|
Present Value of
Accumulated
Benefit
(4)
|
Samuel R.
Allen
|
|
Salaried Plan
|
|
63
|
|
41.4
|
|
$
|
1,890,339
|
|
|
Senior Supplementary Plan
|
|
63
|
|
41.4
|
|
$
|
14,093,736
|
|
|
Deere Supplemental Plan
|
|
63
|
|
19.8
|
|
$
|
2,461,957
|
|
|
TOTAL
|
|
|
|
|
|
$
|
18,446,032
|
Rajesh
Kalathur
|
|
Salaried Plan
|
|
65
|
|
19.4
|
|
$
|
377,692
|
|
|
Senior Supplementary Plan
|
|
65
|
|
19.4
|
|
$
|
599,146
|
|
|
Deere Supplemental Plan
|
|
65
|
|
10.8
|
|
$
|
199,587
|
|
|
TOTAL
|
|
|
|
|
|
$
|
1,176,425
|
James M.
Field
|
|
Salaried Plan
|
|
65
|
|
22.5
|
|
$
|
545,969
|
|
|
Senior Supplementary Plan
|
|
65
|
|
22.5
|
|
$
|
1,628,402
|
|
|
Deere Supplemental Plan
|
|
65
|
|
17.7
|
|
$
|
600,518
|
|
|
TOTAL
|
|
|
|
|
|
$
|
2,774,889
|
Michael J. Mack,
Jr.
|
|
Salaried Plan
|
|
65
|
|
30.3
|
|
$
|
1,030,409
|
|
|
Senior Supplementary Plan
|
|
65
|
|
30.3
|
|
$
|
3,433,714
|
|
|
Deere Supplemental Plan
|
|
65
|
|
19.8
|
|
$
|
979,596
|
|
|
TOTAL
|
|
|
|
|
|
$
|
5,443,719
|
John C.
May
|
|
Salaried Plan
|
|
65
|
|
19.6
|
|
$
|
395,534
|
|
|
Senior Supplementary Plan
|
|
65
|
|
19.6
|
|
$
|
666,083
|
|
|
Deere Supplemental Plan
|
|
65
|
|
15.8
|
|
$
|
314,433
|
|
|
TOTAL
|
|
|
|
|
|
$
|
1,376,050
|
(1)
|
Benefits are provided under the Salaried Plan, the Senior
Supplementary Plan, and the Deere Supplemental Plan.
|
(2)
|
The assumed retirement age is the earliest age at which the NEO
could retire without any benefit reduction due to age, or, if earlier,
normal retirement age.
|
(3)
|
Years and months of service credit under each plan as of October
31, 2016. The years of credited service are equal to years of eligible
service with Deere for the Salaried and Senior Supplementary Plan. Service
credit under the Deere Supplemental Plan is based on service at grade 13
or above since January 1, 1997.
|
(4)
|
The actuarial present value of the accumulated
benefit is shown as of October 31, 2016, and is provided as a
straight-life annuity for the qualified pension plan and a lump sum for
nonqualified pension plan benefits. Pension benefits are not reduced for
any social security benefits or other offset amounts an NEO may
receive.
The actuarial present value is calculated by
estimating expected future payments starting at an assumed retirement age,
weighting the estimated payments by the estimated probability of surviving
to each post-retirement age, and discounting the weighted payments at an
assumed discount rate to reflect the time value of money. The actuarial
present value represents an estimate of the amount that, if invested today
at the discount rate, would be sufficient on an average basis to provide
estimated future payments based on the current accumulated benefit. Actual
benefit present values will vary from these estimates depending on many
factors, including actual retirement
age.
|
The following assumptions were used to
calculate the present value of the accumulated benefit:
|
Each of the NEOs continues as an executive
until the earliest age at which he could retire without any benefit
reduction due to age or normal retirement age, whichever is earlier, as
defined in the Salaried Plan
|
|
Other assumptions tie to those used for
financial accounting:
|
●
|
Present value amounts were
determined based on financial accounting discount ratesequal to 4.02% for
the Salaried Plan, 3.89% for the Senior Supplementary Plan, and 3.74% for
the Deere Supplemental Plan
|
●
|
Benefits subject to a lump sum
distribution were determined using an interest rate of
2.58%
|
●
|
The mortality table used for the
Salaried Plan was the RP2016WC table (with mortality projection scale
MP2016, as published by the Society of Actuaries), and the mortality table
used for the Supplementary and Deere Supplemental Plans was the RP2023
table, each as published by the IRS
|
●
|
Pensionable earnings are calculated
for the most recently completed fiscal year using base pay as an estimate
(assuming one base pay increase of 3.5% - 4.5%, depending on age) with no
future increase and the STI bonus at target. Pensionable earnings for
prior years are calculated based on actual base pay and actual STI
earned
|
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Nonqualified Deferred
Compensation
The Fiscal 2016
Nonqualified Deferred Compensation Table below shows information about three
programs:
(1) the John Deere Voluntary Deferred
Compensation Plan (Deferred Plan), a nonqualified deferred compensation
plan
(2) the John Deere Defined Contribution
Restoration Plan (DCRP), a nonqualified savings plan
(3) deferred RSUs
DEFERRED PLAN
Under the Deferred Plan, through fiscal
2008, NEOs could defer any of their base salary, STI, and MTI in 5% increments
up to 95%. For deferrals elected after 2008, up to 70% of base salary can be
deferred while STI and MTI awards can be deferred up to 95%. On the first day of
each calendar quarter, the balance in each account under the Deferred Plan is
credited with interest. For deferrals made through calendar 2009, interest is
credited at the prime rate (as determined by the Federal Reserve Statistical
Release for the prior month) plus 2% as of the last day of the preceding
quarter. For deferrals made after December 31, 2009, the deferred amounts earn
interest based on the Moodys A rated Corporate Bond Rate.
During fiscal 2016, amounts deferred under the Deferred
Plan were credited with interest at the following rates:
|
|
Deferrals
through
calendar 2009
Prime
plus 2%
|
|
Deferrals
after 2009
Moodys
A Corporate
Bond Rate
|
November-15
|
|
5.25%
|
|
4.43%
|
February-16
|
|
5.50%
|
|
4.22%
|
May-16
|
|
5.50%
|
|
3.94%
|
August-16
|
|
5.50%
|
|
3.60%
|
NEOs must elect to defer salary before the
beginning of the calendar year in which deferral occurs. An election to defer
STI must be made before the beginning of the fiscal year upon which the award is
based. An election to defer MTI must be made before the close of the fiscal year
preceding the calendar year of payment. Participants may elect to receive the
deferred funds in a lump sum or in equal annual installments, but distribution
must be completed within ten years following retirement. All deferral elections
and associated distribution schedules are irrevocable. This plan is unfunded and
participant accounts are at-risk in the event Deere seeks bankruptcy
protection.
As of November 1, 2016, the earnings rate
described above is no longer available for new deferrals under the Deferred
Plan. Instead, the investment options under the Deferred Plan now parallel the
investment options offered under our 401(k) plan (with certain limited
exceptions). Funds deferred prior to November 1, 2016, may remain invested under
the previous options, although participants also may move these funds into the
new options. Minimal above-market amounts may be reported in future years for
prior years deferrals. Additionally, as of November 1, 2016, participants may
change investment options at any time. These changes effectively ensure that
Deferred Plan participants cannot earn above-market interest on new
deferrals.
DCRP
The DCRP is designed to allow executives
participating in our Contemporary Option to defer employee contributions and
receive employer matching contributions on up to 6% of eligible earnings that
are otherwise limited by tax regulations. For DCRP purposes, eligible earnings
include base salary, STI, and commission compensation. (None of the NEOs receive
commission compensation.) The 401(k) deferral percentage selected by the
employee before October 31 each year is used during the following calendar year
to calculate the DCRP employee contribution. This plan is unfunded and
participant accounts are at-risk in the event Deere seeks bankruptcy
protection.
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Until November 1, 2015, two investment
options were available under the DCRP: the prime rate (as determined by the
Federal Reserve Statistical Release for the prior month) plus 2%, or a rate of
return based on the S&P 500 Index for the prior month. Participants could
choose either investment option for any portion of their account, and could
change investment options between the first and tenth day of any month. During
fiscal 2016, the annualized rates of return under the two options were as
follows:
EARNINGS FOR DCRP
|
|
Prime plus 2%
|
|
S&P 500 Index
|
November-15
|
|
5.25%
|
|
49.63%
|
December-15
|
|
5.25%
|
|
33.08%
|
January-16
|
|
5.28%
|
|
-15.31%
|
February-16
|
|
5.50%
|
|
-79.15%
|
March-16
|
|
5.50%
|
|
-8.87%
|
April-16
|
|
5.50%
|
|
74.06%
|
May-16
|
|
5.50%
|
|
31.80%
|
June-16
|
|
5.50%
|
|
-5.78%
|
July-16
|
|
5.50%
|
|
10.65%
|
August-16
|
|
5.50%
|
|
37.44%
|
September-16
|
|
5.50%
|
|
15.96%
|
October-16
|
|
5.50%
|
|
-10.91%
|
As of November 1, 2015, the investment
options described above are no longer available for new deferrals under the
DCRP. Instead, the investment options under the DCRP now parallel the investment
options offered under our 401(k) plan (with certain limited exceptions). Funds
deferred prior to November 1, 2015, may remain invested under the previous
options, although participants also may move these funds into the new options.
Minimal above-market amounts may be reported in future years for prior years
deferrals. Additionally, as of November 1, 2015, participants may change
investment options at any time. These changes effectively ensure that DCRP
participants cannot earn above-market interest on new deferrals.
Distribution options under the DCRP
consist of a lump sum distribution one year following the date of separation,
or, in the case of retirement, five annual installments beginning one year
following the retirement date.
DEFERRED RESTRICTED
STOCK UNITS
There are two scenarios under which
deferred RSUs can appear in the Fiscal 2016 Nonqualified Deferred Compensation
Table. First, certain RSUs are required to be held for a defined period of time
after they vest. The following tranches of RSUs have vested but remain subject
to restriction:
Grant
Date
|
|
Date
Vested
|
|
Restriction
Period
|
December
2002
|
|
December
2005
|
|
Until retirement or no longer active
employee
|
December
2007
|
|
December
2010
|
|
Until retirement or no longer active
employee
|
December
2008
|
|
December
2011
|
|
Until retirement or no longer active
employee
|
December
2009
|
|
December
2012
|
|
Until retirement or no longer active
employee
|
December
2011
|
|
December
2014
|
|
5 years
(until December 2016)
|
For RSUs granted starting in December
2003, NEOs may elect deferral of settlement for a minimum of five years. If a
deferral election is made, the RSUs will be settled in shares of Deere common
stock five or more years after the originally scheduled conversion
date.
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Deferred RSUs will not be settled in Deere
common stock until either the election period or the restriction period
expires.
FISCAL 2016
NONQUALIFIED DEFERRED COMPENSATION TABLE
Name
|
|
Plan
|
|
Executive
Contributions
in Last
FY
(1)
|
|
Registrant
Contributions
in Last
FY
(2)
|
|
Aggregate
Earnings in Last
Fiscal
Year
(3)
|
|
Aggregate Balance at
Last
FYE
(4)
|
Samuel
R. Allen
|
|
DCRP
|
|
$
|
241,192
|
|
$
|
403,186
|
|
$
|
187,895
|
|
$
|
6,337,531
|
|
|
Deferred RSUs
|
|
$
|
|
|
$
|
|
|
$
|
1,085,584
|
|
$
|
9,028,675
|
|
|
TOTAL
|
|
$
|
241,192
|
|
$
|
403,186
|
|
$
|
1,273,479
|
|
$
|
15,366,206
|
Rajesh
Kalathur
|
|
DCRP
|
|
$
|
77,024
|
|
$
|
128,374
|
|
$
|
110,414
|
|
$
|
920,403
|
|
|
TOTAL
|
|
$
|
77,024
|
|
$
|
128,374
|
|
$
|
110,414
|
|
$
|
920,403
|
James
M. Field
|
|
DCRP
|
|
$
|
92,860
|
|
$
|
154,767
|
|
$
|
260,324
|
|
$
|
2,339,870
|
|
|
Deferred RSUs
|
|
$
|
|
|
$
|
|
|
$
|
326,691
|
|
$
|
2,747,808
|
|
|
TOTAL
|
|
$
|
92,860
|
|
$
|
154,767
|
|
$
|
587,015
|
|
$
|
5,087,678
|
Michael J. Mack Jr.
|
|
Deferred Plan
|
|
$
|
|
|
$
|
|
|
$
|
107,472
|
|
$
|
2,044,133
|
|
|
DCRP
|
|
$
|
94,421
|
|
$
|
157,369
|
|
$
|
250,754
|
|
$
|
3,088,268
|
|
|
Deferred RSUs
|
|
$
|
|
|
$
|
|
|
$
|
385,682
|
|
$
|
3,254,473
|
|
|
TOTAL
|
|
$
|
94,421
|
|
$
|
157,369
|
|
$
|
743,908
|
|
$
|
8,386,874
|
John
C. May
|
|
Deferred Plan
|
|
$
|
|
|
$
|
|
|
$
|
2,118
|
|
$
|
40,277
|
|
|
DCRP
|
|
$
|
76,075
|
|
$
|
126,792
|
|
$
|
42,673
|
|
$
|
964,960
|
|
|
Deferred RSUs
|
|
$
|
|
|
$
|
|
|
$
|
14,019
|
|
$
|
107,020
|
|
|
TOTAL
|
|
$
|
76,075
|
|
$
|
126,792
|
|
$
|
58,810
|
|
$
|
1,112,257
|
(1)
|
The amounts in this column represent
employee compensation deferrals that are included in the Fiscal 2016
Summary Compensation Table under the Salary and Non-Equity Incentive
Plan Compensation columns.
|
(2)
|
The amounts in this column associated
with the DCRP represent Deeres contributions during the fiscal year as
included in the Fiscal 2016 Summary Compensation Table under the All
Other Compensation column. The amounts in this column associated with
deferred RSUs represent RSUs that vested in the current fiscal year but
have not been converted into Deere common stock, and are included in the
Fiscal 2016 Option Exercises and Stock Vested table under the column
Value Realized on Vesting.
|
(3)
|
For rates of return on account
balances under the Deferred Plan and DCRP, see the applicable earnings
charts in the narrative preceding this table. For the deferred RSU
accounts, the earnings represent the change in the intrinsic value of the
RSUs. The above-market portions of the amounts shown in this column are
reported in the Fiscal 2016 Summary Compensation Table under the Change
in Pension Value and Nonqualified Deferred Compensation Earnings column
and are quantified in footnote (5) to that table.
|
(4)
|
Of the aggregate balance, the following amounts were reported as compensation in the Summary Compensation Table in prior years: $8,090,755 (Allen);
$321,544 (Kalathur); $2,105,382 (Field); and $4,656,798 (Mack). Mr. May is included as an NEO for the first time in fiscal 2016.
|
Fiscal 2016 Potential Payments upon Change
in Control
The CIC Program includes a double
trigger approach, under which participants will receive severance benefits only
if both a change in control and qualifying termination occur. A qualifying
termination is either:
|
Deeres termination of an
executives employment within the six months preceding or the 24 months
following a change in control for reasons other than death, disability, or
cause (defined as an executives willful and continued nonperformance of duties after written demand; willful conduct that is demonstrably
and materially injurious to Deere; or illegal activity)
|
|
An executives termination of his or her own employment for good
reason (defined as material reductions or alterations in an executives authority, duties, or
responsibilities; change in office location of at least 50 miles from the executives current residence; material
reductions in an executives participation in certain Deere compensation plans;or certain other breaches of the
covenants in the CIC Program) within 24 months following a change in control
|
70
|
|
DEERE
& COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive Compensation
Executive Compensation Tables
The CIC Program defines the following as
change in control events:
|
any person, as defined in the
Securities Exchange Act of 1934 (with certain exceptions), acquires 30% or
more of Deeres voting securities;
|
|
a majority of Deeres directors are
replaced without the approval of at least two-thirds of the existing directors or directors previously approved by the then-existing directors;
|
|
any merger or business combination
of Deere and another company, unless the outstanding voting securities of
Deere prior to the transaction continue to represent at least 60% of the
voting securities of the
new company;or
|
|
Deere is completely liquidated or
all, or substantially all, of Deeres assets are sold or
disposed.
|
Benefits provided under the CIC program and other benefit plans are described in the
footnotes to the table below. Although not reflected in the table, the CIC Program provides that Deere will pay the
executives reasonable legal fees and expenses if the executive must enforce the program terms. Under the CIC Program,
the executives agree: (a) not to disclose or use for their own purposes confidential and proprietary Deere
information;
and (b) for a period of two years following termination of employment, not to induce Deere employees to leave Deere or to
interfere with Deeres business.
In addition, the Omnibus Plan, the MTI
plan, and the Deferred Plan each contain change in control provisions that may
trigger payments. Under the Omnibus Plan, unless the Board or the Committee
determines otherwise, and regardless of whether the employee is terminated, all
then-outstanding equity awards that were granted before February 24, 2010, would
vest and restriction periods would end upon a change in control. All outstanding
RSUs would be cashed out as of the date of the change in control and the
executive would have the right to exercise all outstanding options. Such
potential payments are disclosed in the table below adjacent to Change in
Control only. For awards made under the Omnibus Plan on and after February 24,
2010, the foregoing provisions will apply only if there is both a change in
control and a qualifying termination. The MTI plan provides for payment upon a
change in control based on actual performance results to date for all
performance periods then in progress. Under the Deferred Plan, in the event of
certain changes in control, the Committee may elect to terminate the plan within
twelve months and distribute all account balances, or the Committee may decide
to keep the Deferred Plan in effect and modify it to reflect the impact of the
change in control.
The following table includes estimated
potential payments that would have been due to each NEO if a change in control
event had occurred and, if applicable, the NEO experienced a qualifying
termination as of October 31, 2016. Although the calculations are intended to
provide reasonable estimates of the potential payments, they are based on
numerous assumptions, as described in the footnotes, and may not represent the
actual amount each NEO would receive if a change in control occurred. The
payments listed represent the incremental amounts due to NEOs beyond what the
NEOs would have received without the change in control. Not included in this
table are the following payments to which the NEOs are already entitled and
which are reported elsewhere in this Proxy Statement:
|
amounts already earned under the STI
and MTI plans as of October 31, 2016 (reported in the Fiscal 2016 Summary
Compensation Table)
|
|
the exercise of outstanding vested
options (reported in the Outstanding Equity Awards at Fiscal 2016 Year-End
table)
|
|
distribution of nonqualified
deferred compensation (reported in the Fiscal 2016 Nonqualified Deferred
Compensation Table)
|
71
|
|
DEERE
& COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive Compensation Tables
Name
|
|
|
Salary(1)
|
|
STI(2)
|
|
MTI(3)
|
|
Stock
Awards
(4)
|
|
Stock
Options
(5)
|
|
Welfare
Benefits
(6)
|
|
Defined
Contribution
Plans(7)
|
|
Total
Payments
|
Samuel R.
Allen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change
in Control only
|
|
$
|
|
|
$
|
|
|
$
|
599,951
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
599,951
|
~Change
in Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying
Termination
|
|
$
|
4,500,000
|
|
$
|
5,625,000
|
|
$
|
599,951
|
|
$
|
10,299,665
|
|
$
|
|
|
$
|
36,540
|
|
$
|
1,289,058
|
|
$
|
22,350,214
|
Rajesh
Kalathur
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change
in Control only
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
~Change
in Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying
Termination
|
|
$
|
1,862,568
|
|
$
|
1,569,046
|
|
$
|
190,520
|
|
$
|
3,079,551
|
|
$
|
301,140
|
|
$
|
42,092
|
|
$
|
464,622
|
|
$
|
7,509,538
|
James M.
Field
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change
in Control only
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
~Change
in Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying
Termination
|
|
$
|
2,063,808
|
|
$
|
1,749,978
|
|
$
|
190,520
|
|
$
|
3,080,169
|
|
$
|
301,505
|
|
$
|
42,546
|
|
$
|
543,801
|
|
$
|
7,972,327
|
Michael J.
Mack, Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change
in Control only
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
~Change
in Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying
Termination
|
|
$
|
2,093,436
|
|
$
|
1,775,101
|
|
$
|
190,520
|
|
$
|
1,994,874
|
|
$
|
|
|
$
|
42,613
|
|
$
|
551,607
|
|
$
|
6,648,150
|
John C.
May
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
~Change
in Control only
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
190,520
|
~Change
in Control and
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Qualifying
Termination
|
|
$
|
1,811,988
|
|
$
|
1,529,592
|
|
$
|
190,520
|
|
$
|
3,275,400
|
|
$
|
328,370
|
|
$
|
41,978
|
|
$
|
459,876
|
|
$
|
7,637,724
|
(1)
|
In the event of a
change in control and qualifying termination, the CIC Program provides for
a lump sum payment of three times the annual base salary.
|
(2)
|
In the event of a
change in control and qualifying termination, the CIC Program provides for
a lump sum payment of three times the target STI bonus amount for the
fiscal year in which the termination occurs. In addition, the NEO is
entitled to a prorated STI award for the current year. Since the change in
control calculations in this table are made as of the end of the fiscal
year, the prorated award for the current year is equal to the STI earned
for the current fiscal year as reported in the Fiscal 2016 Summary
Compensation Table under the column Non-Equity Incentive Plan
Compensation and is not duplicated in this table.
|
(3)
|
The MTI plan
contains a change in control provision that entitles participants, as of
the date of a change in control, to a lump sum MTI payment based on actual
performance results to date for all performance periods then in progress.
The payout for the three- year performance period ended October 31, 2016,
is reported in the Fiscal 2016 Summary Compensation Table under the column
Non-Equity Incentive Plan Compensation and is not duplicated in this
table. For each of the NEOs, the amount shown in this table represents the
payout for the two remaining performance periods.
|
(4)
|
Vesting of RSUs
and PSUs does not accelerate unless there is both a change in control and
a qualifying termination. In such cases, the vesting and restriction
requirements no longer apply. Unvested RSUs will be cashed out and
unvested PSUs will be cashed out at a target award level.
|
|
For purposes of
the table, all unvested PSUs and RSUs are valued based on the closing
price for Deere common stock on the NYSE on October 31, 2016, which was
$88.30. Since Messrs. Allen and Mack are eligible for retirement and all
currently unvested RSUs would vest immediately on the date of such event,
there is no incremental benefit of the accelerated vesting for these
individuals. Vested RSUs are not included since they have been earned and
are included on the Fiscal 2016 Nonqualified Deferred Compensation Table.
Unvested PSUs and RSUs are included in the Outstanding Equity Awards at
Fiscal 2016 Year-End table.
|
(5)
|
Vesting of
outstanding stock options does not accelerate in the event of a change in
control only. Instead, outstanding stock options will continue to vest
over the three-year vesting period, subject to continued employment
conditions.
|
|
In the event of a
change in control and qualifying termination, all outstanding stock
options vest and can be exercised immediately. Since Messrs. Allen and
Mack are eligible for retirement and all unvested stock options would vest
immediately on the date of such event, there is no incremental benefit of
the accelerated vesting for these individuals. For Messrs. Kalathur, Field
and May, who are not eligible for retirement, the amount represents the
number of outstanding, unexercisable options multiplied by the difference
between the closing price for Deere common stock on the NYSE on October
31, 2016, which was $88.30, and the option exercise prices. These amounts
are included in the Outstanding Equity Awards at Fiscal 2016 Year-End
table.
|
(6)
|
In the event of a
change in control and qualifying termination, the CIC Program provides for
continuation of health care, life, accidental death and dismemberment, and
disability insurance for three full years at the same premium cost and
coverage. This benefit will be discontinued if the NEO receives similar
benefits from a subsequent employer during this three-year
period.
|
(7)
|
In the event of a change in control and qualifying
termination, the CIC Program includes a cash payment equal to three times
Deeres contributions on behalf of each of the NEOs under our defined
contribution plans for the plan year preceding termination (or, if
greater, for the plan year immediately preceding the change in
control).
|
72
|
|
DEERE
& COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive Compensation Tables
FISCAL 2016 POTENTIAL PAYMENTS UPON
TERMINATION OF EMPLOYMENT OTHER THAN FOLLOWING A CHANGE IN CONTROL
The following table summarizes the
estimated payments to be made to the NEOs under our plans or established
practices in the event of termination of employment due to death, disability,
retirement, termination without cause, termination for cause, and voluntary
separation. Although the calculations are intended to provide reasonable
estimates of the potential payments, they are based on numerous assumptions, as
described in the footnotes, and may not represent the actual amounts the NEOs
would receive.
The amounts shown assume the termination
event occurred on, and the NEO was actively employed until, October 31,
2016:
Name
|
|
Salary
(1)
|
|
STI
(2)
|
|
MTI
(3)
|
|
Stock Awards
(4)
|
|
Stock Options
(5)
|
|
Deferred
Compensation
(6)
|
|
Accumulated
Pension
Benefit
(7)
|
|
Total
Payments
|
Samuel R. Allen
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death
|
|
$
|
|
|
$
|
2,573,063
|
|
$
|
1,919,363
|
|
$
|
23,418,396
|
|
$
|
17,489,216
|
|
$
|
6,337,531
|
|
$
|
10,797,508
|
|
$
|
62,535,077
|
Disability
|
|
$
|
9,666,292
|
|
$
|
2,573,063
|
|
$
|
1,919,363
|
|
$
|
23,418,396
|
|
$
|
17,489,216
|
|
$
|
6,337,531
|
|
$
|
18,719,704
|
|
$
|
80,123,565
|
Retirement
|
|
$
|
|
|
$
|
2,573,063
|
|
$
|
1,919,363
|
|
$
|
23,418,396
|
|
$
|
17,489,216
|
|
$
|
6,337,531
|
|
$
|
19,580,684
|
|
$
|
71,318,253
|
Termination Without
Cause
|
|
$
|
1,500,000
|
|
$
|
2,573,063
|
|
$
|
1,919,363
|
|
$
|
9,028,675
|
|
$
|
|
|
$
|
6,337,531
|
|
$
|
19,580,684
|
|
$
|
40,939,316
|
Termination For Cause
|
|
$
|
|
|
$
|
2,573,063
|
|
$
|
1,919,363
|
|
$
|
9,028,675
|
|
$
|
|
|
$
|
6,337,531
|
|
$
|
19,580,684
|
|
$
|
39,439,316
|
Voluntary
Separation
(8)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Rajesh Kalathur
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death
|
|
$
|
|
|
$
|
717,734
|
|
$
|
551,672
|
|
$
|
2,698,183
|
|
$
|
1,741,122
|
|
$
|
920,403
|
|
$
|
736,124
|
|
$
|
7,365,238
|
Disability
|
|
$
|
12,132,465
|
|
$
|
717,734
|
|
$
|
551,672
|
|
$
|
2,698,183
|
|
$
|
1,741,122
|
|
$
|
920,403
|
|
$
|
2,962,607
|
|
$
|
21,724,186
|
Retirement
(9)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Termination Without
Cause
|
|
$
|
517,380
|
|
$
|
717,734
|
|
$
|
551,672
|
|
$
|
|
|
$
|
|
|
$
|
920,403
|
|
$
|
1,346,756
|
|
$
|
4,053,945
|
Termination For Cause
|
|
$
|
|
|
$
|
717,734
|
|
$
|
551,672
|
|
$
|
|
|
$
|
|
|
$
|
920,403
|
|
$
|
1,346,756
|
|
$
|
3,536,565
|
Voluntary
Separation
|
|
$
|
|
|
$
|
717,734
|
|
$
|
551,672
|
|
$
|
|
|
$
|
|
|
$
|
920,403
|
|
$
|
1,346,756
|
|
$
|
3,536,565
|
James M. Field
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death
|
|
$
|
|
|
$
|
800,499
|
|
$
|
551,672
|
|
$
|
5,408,552
|
|
$
|
1,901,412
|
|
$
|
2,339,870
|
|
$
|
1,636,922
|
|
$
|
12,638,927
|
Disability
|
|
$
|
11,419,925
|
|
$
|
800,499
|
|
$
|
551,672
|
|
$
|
5,408,552
|
|
$
|
1,901,412
|
|
$
|
2,339,870
|
|
$
|
5,005,958
|
|
$
|
27,427,888
|
Retirement
(9)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Termination Without
Cause
|
|
$
|
659,272
|
|
$
|
800,499
|
|
$
|
551,672
|
|
$
|
2,747,808
|
|
$
|
|
|
$
|
2,339,870
|
|
$
|
2,987,288
|
|
$
|
10,086,409
|
Termination For Cause
|
|
$
|
|
|
$
|
800,499
|
|
$
|
551,672
|
|
$
|
2,747,808
|
|
$
|
|
|
$
|
2,339,870
|
|
$
|
2,987,288
|
|
$
|
9,427,137
|
Voluntary
Separation
|
|
$
|
|
|
$
|
800,499
|
|
$
|
551,672
|
|
$
|
2,747,808
|
|
$
|
|
|
$
|
2,339,870
|
|
$
|
2,987,288
|
|
$
|
9,427,137
|
Michael J. Mack,
Jr.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Retirement
(10)
|
|
$
|
|
|
$
|
811,990
|
|
$
|
551,672
|
|
$
|
6,065,239
|
|
$
|
835,441
|
|
$
|
5,132,401
|
|
$
|
6,284,133
|
|
$
|
19,680,876
|
John C. May
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Death
|
|
$
|
|
|
$
|
699,686
|
|
$
|
551,672
|
|
$
|
2,962,995
|
|
$
|
510,949
|
|
$
|
1,005,237
|
|
$
|
857,648
|
|
$
|
6,588,187
|
Disability
|
|
$
|
12,238,086
|
|
$
|
699,686
|
|
$
|
551,672
|
|
$
|
2,962,995
|
|
$
|
510,949
|
|
$
|
1,005,237
|
|
$
|
3,362,193
|
|
$
|
21,330,818
|
Retirement
(9)
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
Termination Without
Cause
|
|
$
|
503,330
|
|
$
|
699,686
|
|
$
|
551,672
|
|
$
|
107,020
|
|
$
|
|
|
$
|
1,005,237
|
|
$
|
1,567,821
|
|
$
|
4,434,766
|
Termination For Cause
|
|
$
|
|
|
$
|
699,686
|
|
$
|
551,672
|
|
$
|
107,020
|
|
$
|
|
|
$
|
1,005,237
|
|
$
|
1,567,821
|
|
$
|
3,931,436
|
Voluntary Separation
|
|
$
|
|
|
$
|
699,686
|
|
$
|
551,672
|
|
$
|
107,020
|
|
$
|
|
|
$
|
1,005,237
|
|
$
|
1,567,821
|
|
$
|
3,931,436
|
(1)
|
Our NEOs do not have employment agreements. However, we have
severance guidelines that provide compensation if termination is initiated
by Deere for reasons other than cause. Our severance guidelines provide
for payment of one-half month of salary for each complete year of
employment, up to a maximum of one years salary. We may elect to pay
severance in either a lump sum or via salary continuance, unless the
amount of severance exceeds two times the applicable limit under Section
401(a)(17) of the Internal Revenue Code, in which case severance will be
paid in a lump sum.
|
|
Under our Long-Term Disability Plan, if disabled before age 62,
NEOs receive monthly benefits until age 65 equal to 60% of their salary
plus the average of the three STI awards received immediately prior to the
start of disability. The amount shown for disability represents the
present value of the monthly benefit from the time of the disability,
assumed to be October 31, 2016, until the time the NEO reaches age
65.
|
(2)
|
Under all termination events, the amount of STI earned for the
fiscal year ended October 31, 2016, would be payable in a lump sum no
later than March 15 of the next calendar year. This amount is reported in
the Fiscal 2016 Summary Compensation Table under the column Non- Equity
Incentive Plan Compensation.
|
(3)
|
Under all termination events, the
amount of MTI earned for the performance period ended October 31, 2016,
would be payable in a lump sum no later than March 15 of the next calendar
year. This amount is reported in the Fiscal 2016 Summary Compensation
Table under the column Non-Equity Incentive Plan
Compensation.
|
73
|
|
DEERE
& COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Executive Compensation Tables
(4)
|
In the event of death,
disability, or retirement, the most recent RSU and PSU awards are prorated
based on the number of months the NEO remains actively employed in the
year of grant. The remaining units are forfeited. All unvested and
non-forfeited RSUs will vest on the date of separation from service, while
PSUs that are not forfeited will continue to convert to shares at the end
of the three- year performance period based on the performance metrics.
When applicable restrictions lapse, vested RSUs will be converted to
shares of common stock. Restrictions on vested RSUs will lapse as provided
in the following table:
|
|
Type of Separation
from Service
|
|
Fiscal Year of RSU
Award
|
|
Lapse of
Restrictions
|
|
Death
|
|
2010 and
prior
|
|
First business
day of January following death
|
|
|
|
2011 and
2012
|
|
First business
day in the later of January or July following death
|
|
|
|
After
2012
|
|
Third
anniversary of grant date
|
|
|
|
|
|
|
|
Disability or
Retirement
|
|
2012 and
prior
|
|
First business
day in the later of January or July following
separation from service
|
|
|
|
After 2012
|
|
Third anniversary of grant
date
|
|
In the event of termination with or without cause or
voluntary separation, any vested RSUs will be cashed out. All unvested
PSUs and RSUs will be forfeited. The amounts shown in the table correspond
to vested RSUs (including RSUs that vest as a result of the termination of
employment).
|
|
The value of PSUs for each outstanding tranche
represents actual achievement relative to the S&P Industrial Sector
assuming, in the case of PSUs granted in fiscal years 2015 and 2016,
truncated performance measurement periods. The performance period for PSUs
granted in fiscal year 2014 ended on October 31, 2016. The final number of
shares earned, if any, will be based upon performance as determined by
revenue growth and TSR relative to the S&P Industrial Sector at the
end of the applicable performance period. See footnotes (4) and (6) to the
Outstanding Equity Awards at Fiscal 2016 Year-End table for performance
information relating to each outstanding tranche of PSUs.
|
|
All amounts shown in the table are based on the closing
price for Deere common stock on the NYSE on October 31, 2016, which was
$88.30.
|
(5)
|
In the event of death, all outstanding
stock options vest immediately and the heirs must exercise within one
year. In the event of disability or retirement, vesting accelerates for
all outstanding stock options but occurs no sooner than six months
following the grant date. These options expire within five years. In the
event of retirement, the most recent stock option awards granted to the
NEOs are prorated based on the number of months the NEOs remain actively
employed in the year of grant. The remaining options are forfeited. The
amount shown in this table represents the number of stock options
multiplied by the difference between the closing price for Deere common
stock on the NYSE on October 31, 2016, which was $88.30, and the option
exercise prices. These outstanding stock options are reported in the
Outstanding Equity Awards at Fiscal 2016 Year-End table. In the event of a
termination other than for death, disability, or retirement, all
outstanding stock options are forfeited.
|
(6)
|
In all cases, balances held in the U.S.
nonqualified deferred compensation plans are payable to the employee.
These amounts are reported in the Fiscal 2016 Nonqualified Deferred
Compensation Table under Deferred Plan, and DCRP. The deferred RSUs
reported in the Fiscal 2016 Nonqualified Deferred Compensation Table
appear in the Stock Awards column.
|
(7)
|
The
present value of the accumulated pension benefit was calculated using the
following assumptions:
|
|
-
|
present value amounts were determined based on a discount rate of
4.02% for the Salaried Plan, 3.41% for the Senior Supplementary Plan, and
3.27% for the Deere Supplemental Plan
|
|
-
|
lump sum distribution amounts were determined using an interest
rate of 2.35% for the Senior Supplementary and Deere Supplemental
Plans
|
|
-
|
the mortality table used for the Salaried Plan was RP2016WC with
mortality projection scale MP2016
|
|
-
|
the
mortality table used for the Senior Supplementary and Deere Supplemental
Plans was RP2023
|
|
-
|
pensionable earnings earned were based on actual base salary and
forecasted STI for fiscal 2016
|
|
Following are additional explanations related to the
various scenarios:
|
|
-
|
Death: This amount represents the present value of the accrued
survivor benefit as of October 31, 2016
|
|
-
|
Disability: This amount assumes service through age 65 and includes
service credit for time on long-term disability
|
|
-
|
Retirement: For the NEOs eligible to retire, this amount represents
the present value of the accrued benefits if they were to retire as of
October 31, 2016
|
|
-
|
Termination Without Cause, Termination For Cause, and Voluntary
Separation: This amount represents the present value of the accrued
benefit as of October 31, 2016
|
(8)
|
Since Mr. Allen is eligible for early retirement, the
scenario for Voluntary Separation is not applicable. Under this scenario,
he would retire.
|
(9)
|
Since Messrs. Kalathur, Field, and May are not eligible
for normal or early retirement, this scenario is not
applicable.
|
(10)
|
Since Mr. Mack has
retired as of October 31, 2016, only this scenario is
applicable.
|
74
|
|
DEERE
& COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Advisory Vote on Executive
Compensation
Equity Compensation Plan Information
|
Equity Compensation Plan
Information
|
The following table shows the total number
of outstanding options and shares available for future issuances under our
equity compensation plans as of October 31, 2016:
Plan
Category
|
Number
of Securities to be Issued
Upon Exercise of Outstanding
Options,
Warrants, and Rights
(a)
|
|
Weighted-Average
Exercise
Price of Outstanding Options,
Warrants, and
Rights
(b)
|
|
Number of
Securities
Remaining Available
for Future Issuance Under
Equity
Compensation Plans
(excluding securities
reflected in column
(a))
(c)
|
Equity Compensation Plans Approved by Security Holders
|
18,534,771
(1)
|
|
$78.73
|
|
13,175,276
(2)
|
Equity Compensation Plans Not Approved by Security Holders
|
|
|
|
|
(3)
|
Total
|
18,534,771
|
|
$78.73
|
|
13,175,276
|
(1)
|
This amount includes 964,338 PSUs and RSUs awarded under the
Omnibus Plan and 80,980 RSUs awarded under the Nonemployee Director Stock
Ownership Plan. Under the Omnibus Plan, the PSUs are payable only in stock
after the three-year performance period is ended and the RSUs are payable
only in stock three to five years after the award is granted or upon
retirement. Under the Nonemployee Director Stock Ownership Plan, RSUs are
payable only in stock upon retirement. The weighted-average exercise price
information in column (b) does not include these units.
|
(2)
|
This amount includes 423,497 shares available under the Nonemployee
Director Stock Ownership Plan for future awards of restricted stock or
RSUs and 12,751,779 shares available under the Omnibus Plan. Under the
Omnibus Plan, Deere may award shares in connection with stock options and
stock appreciation rights, performance awards, restricted stock or
restricted stock equivalents, or other awards consistent with the purposes
of such plan as determined by the Committee. In addition, shares covered
by outstanding awards become available for new awards if the award is
forfeited or expires before delivery of the shares.
|
(3)
|
Deere currently has no equity
compensation plans that have not been approved by
stockholders.
|
75
|
|
DEERE
& COMPANY
|
2017
PROXY STATEMENT
|
Table of
Contents
Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation
|
Item 3
Advisory Vote on the Frequency of Future Advisory Votes on Executive
Compensation
|
Pursuant to Section 951 of the Dodd-Frank
Wall Street Reform and Consumer Protection Act, at least once every six years,
Deere is required to submit for stockholder vote a non-binding resolution to
determine whether the advisory stockholder vote on executive compensation should
occur every one, two, or three years. Stockholders last approved an annual
advisory vote on executive compensation in 2011.
After careful consideration of the
appropriate frequency and after receiving feedback from stockholders on the
issue during our outreach efforts, the Board believes that submitting the
advisory vote on executive compensation to stockholders on an annual basis is
appropriate for Deere and its stockholders at this time.
|
DEERES BOARD OF
DIRECTORS RECOMMENDS A VOTE
FOR
A
FREQUENCY OF 1 YEAR.
|
The proxy card provides stockholders with
four choices (every one, two, or three years, or abstain). Stockholders are not
voting to approve or disapprove the Boards recommendation.
Effect of Proposal
The frequency vote is non-binding. Stockholder approval of a
one, two, or three-year frequency vote will not require Deere to implement an
advisory vote on executive compensation every one, two, or three years. The
final decision on the frequency of the advisory vote on executive compensation
remains with the Board.
The Board values our stockholders
opinions as expressed through their votes and other communications. Although the
resolution is non-binding, the Board and the Compensation Committee will
carefully consider the outcome of the frequency vote and other communications
from stockholders when making future decisions regarding the frequency of
say-on-pay votes.
76
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of
Contents
Ratification of
Independent
Registered Public Accounting
Firm
|
Item 4 - Ratification of Independent
Registered Public Accounting
Firm
|
The Audit Review Committee is directly
responsible for the appointment, oversight, compensation, and retention of the
independent registered public accounting firm that audits Deeres financial
statements and our internal control over financial reporting. The Audit Review
Committee has approved the selection of Deloitte & Touche LLP to serve as
the independent registered public accounting firm for fiscal 2017. The Audit
Review Committee believes that the appointment of Deloitte & Touche as the
independent registered public accounting firm for Deere is in the best interests
of the company. The Audit Review Committee and the Board are requesting that
stockholders ratify this appointment as a means of soliciting stockholders
opinions and as a matter of good corporate practice. The current Deloitte &
Touche lead auditor for Deere, Doug Alkema, was appointed in 2016.
The affirmative
vote of a majority of the shares present in person or by proxy and entitled to
vote at the meeting is required to ratify the selection of Deloitte & Touche
LLP. If the stockholders do not ratify the selection, the Audit Review Committee
will consider any information submitted by the stockholders in connection with
the selection of the independent registered public accounting firm for the next
fiscal year. Even if the selection is ratified, the Audit Review Committee, in
its discretion, may direct the appointment of a different independent registered
public accounting firm at any time during the year if the Audit Review Committee
believes such a change would be in the best interests of Deere and its
stockholders.
We expect a representative of Deloitte
& Touche LLP to attend the Annual Meeting. This representative will have an
opportunity to make a statement and to respond to appropriate questions.
|
THE BOARD OF DIRECTORS
RECOMMENDS THAT YOU VOTE
FOR
THE RATIFICATION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING
FIRM.
|
Pre-approval of Services by the
Independent Registered Public Accounting Firm
The Audit Review Committee has adopted a
policy for pre-approval of audit and permitted non-audit services provided by
Deeres independent registered public accounting firm. The Audit Review
Committee will consider annually and, if appropriate, approve the provision of
audit services by its independent registered public accounting firm, and
consider and, if appropriate, pre-approve the provision of defined audit and
non-audit services. The Audit Review Committee also will consider on a
case-by-case basis and, if appropriate, approve specific services that are not
otherwise pre-approved.
Any proposed engagement that has not been
pre-approved may be presented to the Audit Review Committee for consideration at
its next regular meeting or, if earlier consideration is required, to the Audit
Review Committee or one or more committee members. The member or members who
have delegated authority to approve services between regular meetings will
report any specific approvals. to the Audit Review Committee at its next regular
meeting. The Audit Review Committee regularly reviews summary reports detailing
all services being provided to Deere by its independent registered public
accounting firm.
77
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Ratification of Independent Registered Public Accounting Firm
Item
4 Ratification of Independent Registered Public Accounting Firm
Fees Paid to the Independent Registered
Public Accounting Firm
The following table summarizes the
aggregate fees billed for professional services by Deloitte & Touche LLP,
the member firms of Deloitte Touche Tohmatsu, Limited, and their respective
affiliates, for the fiscal years ended October 31, 2016, and 2015:
Plan Category
|
|
2016
|
|
2015
|
Audit Fees
(1)
|
|
$
|
15,293,000
|
|
$
|
14,626,000
|
Audit-Related Fees
(2)
|
|
$
|
725,000
|
|
$
|
773,000
|
Tax
Fees
|
|
$
|
|
|
$
|
|
All
Other Fees
|
|
$
|
|
|
$
|
|
Total
|
|
$
|
16,018,000
|
|
$
|
15,399,000
|
(1)
|
Audit fees include amounts charged in connection with the audit of
Deeres annual financial statements and reviews of the financial
statements included in Deeres Quarterly Reports on Form 10-Q, including
services related thereto such as comfort letters, statutory audits, attest
services, consents, and accounting consultations.
|
(2)
|
Audit-related fees reflect fees
charged for assurance and related services that are reasonably related to
the performance of the audit of our financial statements. These services
included audits of financial statements of employee benefit plans, various
attestation services, and other
consultations.
|
78
|
|
DEERE
& COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Ratification of Independent
Registered Public Accounting Firm
Audit Review Committee Report
Audit Review Committee
Report
|
TO THE
BOARD OF DIRECTORS:
The Audit Review Committee is responsible
for assisting the Board of Directors in fulfilling its oversight
responsibilities pertaining to the accounting, auditing, and financial reporting
processes of Deere. Management is responsible for establishing and maintaining
Deeres internal control over financial reporting and for preparing financial
statements in accordance with accounting principles generally accepted in the
United States. The Audit Review Committee is directly responsible for the
appointment, oversight, compensation, and retention of Deloitte & Touche
LLP, the independent registered public accounting firm for Deere. Deloitte &
Touche LLP is responsible for performing an independent audit of Deeres annual
consolidated financial statements and internal control over financial reporting
and expressing opinions on (i) the conformity of Deeres financial statements
with accounting principles generally accepted in the United States and (ii)
Deeres internal control over financial reporting.
All members of the Audit Review Committee
are financially literate under the applicable NYSE rules, and two members of the
Audit Review Committee Mr. Page and Ms. Smith are audit committee financial
experts within the meaning of that term as defined by the Securities and
Exchange Commission in Regulation S-K under the Securities Exchange Act of 1934.
The Audit Review Committee has a written charter describing its
responsibilities, which has been approved by the Board of Directors and is
available on Deeres website at www.deere.com/corpgov. Members of the Audit
Review Committee rely on the information provided and the representations made
to them by management, which has primary responsibility for establishing and
maintaining appropriate internal control over financial reporting and for
Deeres financial statements and reports, and by the independent registered
public accounting firm, which is responsible for performing an audit in
accordance with Standards of the Public Company Accounting Oversight Board
(United States) (PCAOB) and expressing opinions on (i) the conformity of Deeres
financial statements with accounting principles generally accepted in the United
States and (ii) Deeres internal control over financial reporting.
In this context, we have reviewed and
discussed with management Deeres audited financial statements as of and for the
fiscal year ended October 31, 2016. We have discussed with Deloitte & Touche
LLP the matters required to be discussed by PCAOB Auditing Standard No. 16,
Communications with Audit Committees. We have received and reviewed the written
disclosures and the letter from Deloitte & Touche LLP required by applicable
requirements of the PCAOB regarding the independent registered public accounting
firms communications with the Audit Review Committee concerning independence
and have discussed with them their independence. We have concluded that Deloitte
& Touche LLPs provision of audit and non-audit services to Deere is
compatible with their independence.
On at least a quarterly basis, the Audit
Review Committee meets in executive session with Deere management and the Deere
internal audit staff, as well as separately with Deloitte & Touche LLP.
Based on the reviews and discussions
referred to above and exercising our business judgment, we recommend to the
Board of Directors that the financial statements referred to above be included
in Deeres Annual Report on Form 10-K for the fiscal year ended October 31,
2016, for filing with the SEC. We have selected Deloitte & Touche LLP as
Deeres independent registered public accounting firm for fiscal 2017 and have
approved submitting the selection of the independent registered public
accounting firm for ratification by the stockholders.
Audit Review
Committee
Sherry M. Smith (Chair)
Dipak C. Jain
Michael O. Johanns
Gregory R. Page
Sheila G.
Talton
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Stockholder Proposal
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Item 5 - Stockholder
Proposal
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We expect the following proposal
to be presented by stockholders at the annual meeting, although if the proposal
is not properly presented by or on behalf of the proponents, it will not be
voted on. Following SEC rules, other than minor formatting changes, we are
reprinting the proposal and supporting statement as it was submitted to us, and
we take no responsibility for its content. Upon request to our Corporate
Secretary at the address listed under the 2018 Stockholder Proposals and
Nominations section below, we will provide the names, addresses, and
shareholdings of the sponsors and any cosponsors of these
proposals.
Stockholder ProposalRight to Act
by Written Consent
A stockholder has submitted the following
proposal:
Proposal 1 Right to Act by
Written Consent
RESOLVED:
Stockholders
request that our board of directors undertake such steps as may be necessary to
permit written consent by stockholders entitled to cast the minimum number of
votes that would be necessary to authorize the action at a meeting at which all
stockholders entitled to vote thereon were present and voting. This written
consent is to be consistent with applicable law and consistent with giving
stockholders the fullest power to act by written consent consistent with
applicable law.
This proposal topic won majority
stockholder support at 13 major companies in a single year. This included
67%-support at both Allstate and Sprint. Hundreds of major companies enable
stockholder action by written consent.
Taking action by written consent in lieu
of a meeting is a means stockholders can use to raise important matters outside
the normal annual meeting cycle. A stockholder right to act by written consent
and to call a special meeting are 2 complimentary ways to bring an important
matter to the attention of both management and stockholders outside the annual
meeting cycle. Taking action by written consent saves the expense of holding a
special stockholder meeting.
Deere stockholders have a particular need
for the right to call a special meeting because it is more difficult than
necessary for Deere stockholders to call a special meeting. Delaware
law
considers it reasonable for 10% of stockholder to call a special meeting yet our
company made the threshold 25% of
stockholders.
Please vote to enhance stockholder value:
Right to Act by Written
Consent Proposal 1
Deeres Response Statement of
Opposition to Stockholder Proposal
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THE
BOARD RECOMMENDS THAT YOU VOTE
AGAINST
THE PROPOSAL TO
ADOPT WRITTEN CONSENT FOR THE FOLLOWING
REASONS:
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Stockholder Proposals
Item 5
Stockholder Proposal
The Board has given careful consideration
to this proposal and has concluded for the reasons described below that the
adoption of this resolution is unnecessary and is not in the best interests of
Deere and its stockholders.
The Board has demonstrated consistently
its commitment to sound principles of corporate governance, working to ensure
that its practices protect and further the interests of Deeres stockholders.
The following are a few examples of corporate governance best practices that the
company has adopted to foster stockholder participation:
annual election of Directors
no supermajority voting provisions
special meeting rights
proxy access rights
stockholder engagement (see Stockholder Outreach on page
31)
In the Boards view, the transparency and
fairness of the annual or special meeting process supports all stockholders
interests in several ways that the written consent process does not. Deeres
current practices are designed to ensure that prior notice and an opportunity to
be heard precede stockholder votes, so that all stockholders have a meaningful
and structured opportunity to consider proposed actions and express their views
by voting. In contrast, this proposal would enable a limited group of
stockholders to act in favor of their own proposed actions, without a meeting
and without ever providing notice to other Deere stockholders. Actions taken by
written consent could deprive many stockholders of the critical opportunity to
assess, discuss, deliberate and vote on pending actions.
Permitting stockholder action by written
consent could also lead to substantial confusion to stockholders and disruption
to the company. Under the proposal, multiple groups of stockholders would be
able to solicit written consents at any time on a range of issues, some of which
may be duplicative or conflicting. This disordered state of corporate affairs
would thus impose significant administrative and financial burdens on the
company, while providing little or no corresponding benefit to
stockholders.
Moreover, the proposal is unnecessary in
light of Deeres existing corporate governance practices, including the ability
of stockholders to call special meetings and the proxy access by-law adopted by
the Board in 2016. Currently, any matter that either Deere or its stockholders
wish to present for a vote must be presented at an annual or special meeting of
all stockholders. Deeres by-laws permit holders of at least 25% of the
outstanding shares the power to call a special meeting of stockholders. In the
context of an annual or special meeting of stockholders, all Deere stockholders
have the opportunity to express views on proposed actions and to participate in
the meeting and stockholder vote. The safeguards in place around the ability to
act by a special or annual meeting promote and protect stockholders interests.
In contrast, the proposal would allow stockholders to use the written consent
procedure at any time and as frequently as they chose to act on a range of
matters without a meeting, potentially without notice to all stockholders and
without an opportunity for fair discussion among all stockholders on the merits
of the proposed action.
The Board does not believe that the
proposal calling for action by written consent is necessary or in the best
interests of stockholders.
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FOR
THE REASONS STATED, DEERES BOARD OF DIRECTORS RECOMMENDS A VOTE
AGAINST
THE PROPOSAL TO ADOPT A PROXY ACCESS
BY-LAW.
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Additional Information
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Voting and Meeting
Information
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Why am I receiving this Proxy
Statement?
You are receiving this Proxy Statement
because you owned shares of Deere common stock at the close of business on
December 30, 2016, which entitles you to vote, either in person at the Annual
Meeting or by proxy. This Proxy Statement describes the matters on which you are
asked to vote so you can make an informed decision.
This Proxy Statement, together with our
Annual Report for the fiscal year ended October 31, 2016, a proxy card, and a
voter instruction card, will be mailed, or can be accessed online, on or about
January 13, 2017. We refer to these documents collectively as Deeres Proxy
Solicitation Materials.
What is Notice and Access and
why did Deere elect to use it?
We make the Proxy Solicitation Materials
available to stockholders electronically under the Notice and Access regulations
of the U.S. Securities and Exchange Commission (the SEC). Specifically, most
of our stockholders receive a Notice of Electronic Availability (Notice)
instead of a full set of Proxy Solicitation Materials in the mail. The Notice
explains how to access and review the Proxy Solicitation Materials and how to
vote online. We believe this method of delivery expedites distribution of Proxy
Solicitation Materials and also allows us to conserve natural resources and
reduce the costs of printing and distributing these materials.
If you received a Notice but would prefer
to get printed copies of the Proxy Solicitation Materials in the mail, please
follow the instructions in the Notice for requesting such materials.
How do I vote?
You can vote either in person at the
Annual Meeting or by proxy without attending the meeting. To ensure a quorum, we
urge you to vote by proxy even if you plan to attend. If you attend the meeting
and vote in person, that vote will override your proxy vote.
To vote your shares, follow the
instructions in the Notice, voter instruction form, or proxy card. Telephone and
internet voting is available to all registered and most beneficial
stockholders.
Stockholders voting by proxy may use one
of the following three options:
BY INTERNET
(available for most stockholders)
You can vote your shares online at
www.proxyvote.com. You will need the 16-digit control number on the Notice
of Internet Availability or proxy card
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BY MAIL
(available for all stockholders)
You can vote by mail by marking, dating, and
signing your proxy card or voting instruction form and returning it in the
postage-paid envelope
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BY TELEPHONE
(available for most stockholders)
In the U.S. or Canada, you can vote your shares
by calling 1-800-690-6903
|
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If your shares are held in street name
by a bank, broker, or other holder of record, the information sent by your
holder of record will explain the voting options available to you. If your
shares are held in street name and you wish to vote them in person at the
Annual Meeting, you must obtain a legal proxy from your holder of record to do
so.
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Additional Information
Voting
and Meeting Information
The telephone and internet voting
facilities for stockholders will close at 11:59 p.m. Eastern Standard Time on
February 21, 2017.
If you hold shares through one of our
employee savings plans, your vote must be received by the plan administrator by
February 17, 2017, or your plan shares will not be voted.
Can I change my proxy
vote?
Yes. At any time before your
shares are voted by proxy at the meeting, you may change your vote
by:
revoking it by written notice to Todd E. Davies, our Corporate Secretary,
at the address on the Notice
delivering a later-dated proxy (including a telephone or internet
vote)
voting in person at the meeting
If you hold your shares in street name,
please refer to the information sent by your bank, broker, or other holder of
record for information about revoking or changing your proxy.
How many votes do I
have?
You will have one vote for each
share of Deere common stock that you owned at the close of business on December
30, 2016.
How many shares are entitled to
vote?
There are 318,550,477 shares of
Deere common stock outstanding as of December 30, 2016, and entitled to vote at
the meeting.
How many votes must be present to
hold the meeting?
Under our by-laws,
a majority of the votes that can be cast must be present in person or by proxy
to constitute a quorum for the Annual Meeting. Abstentions and shares
represented by broker non-votes (explained below) will be counted as present
and entitled to vote for purposes of determining a quorum.
How many votes are needed for the
proposals to pass?
In an uncontested
election, nominees for director who receive a majority of for votes cast
(meaning the number of shares voted for a nominee exceeds the number of shares
voted against that nominee) will be elected. If an incumbent director nominee
does not receive a majority of votes cast in an uncontested election, our
by-laws require the director to promptly tender a written resignation to the
Board. After receiving a recommendation from the Corporate Governance Committee,
the Board will determine whether to accept or reject the resignation, and will
publicly disclose its decision and the rationale behind it within 90 days of the
date the election results are certified.
If the number of nominees exceeds the
number of directors to be elected (i.e., a contested election), the nominees who
receive the most votes will be elected as directors.
The advisory vote on the frequency of
say-on-pay votes (every one, two, or three years) is a plurality vote. Deere
will consider stockholders to have expressed a non-binding preference for the
frequency option that receives the most favorable votes.
Each of the other proposals will pass if
the affirmative vote of a majority of the shares present in person or by proxy
are cast in favor of the proposal.
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Additional Information
Voting
and Meeting Information
What if I vote abstain?
If you abstain from voting, your shares will:
Be counted as present for purposes of
determining whether there are enough votes to constitute a quorum;
Have no effect on the outcome of the
election of directors; or
Count as a vote against any other proposal to be considered at the
meeting.
What if I dont return my proxy card and
dont attend the Annual Meeting?
If your shares are registered in your own
name with our transfer agent and you do not vote, your shares will not be voted
at all.
If you hold your shares in street name
and you do not give your bank, broker, or other holder of record specific voting
instructions, your record holder may vote your shares on the ratification of the
independent registered public accounting firm, but may not vote your shares on
any other matter that comes before the Annual Meeting. If you do not provide
voting instructions on these other matters, the votes will be considered broker
non-votes. Broker non-votes will be counted as present for purposes of
determining whether there is a quorum, but will not affect the outcome of any
proposal.
What happens if a nominee for director
declines or is unable to accept election?
If
you vote by proxy and unforeseen circumstances make it necessary for the Board
to substitute another person for a nominee, the designated proxy will vote your
shares for that other person.
Is my vote confidential?
Yes. The tabulator, the proxy solicitation agent, and the
inspectors of voting must comply with confidentiality guidelines that prohibit
disclosure of votes to Deere. The tabulator of the votes and at least one of the
inspectors of voting will be independent of Deere and our officers and
directors. The only time your voting records will be disclosed is (i) as
required by law, (ii) to the inspectors of voting, or (iii) if the election is
contested.
If you write comments on the proxy card
you return to Deere, those comments will be reviewed but your vote will remain
confidential.
Attendance at the Annual
Meeting
If you plan to attend the meeting, you
must be a holder of Deere shares as of December 30, 2016. In order to expedite
your admission process, we encourage you to register for admission before 11:59
p.m. on Tuesday, February 21, 2017. You may register for admission for yourself
and one guest by:
|
Visiting
www.proxyvote.com
and following the instructions provided. You will need
the 16-digit control number included on your proxy card, voter instruction
form or notice
|
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At the entrance to the meeting, we
will verify your registration and request to see a valid form of photo
identification, such as a drivers license or passport. In order to
expedite your entry to the meeting, we encourage you to print your
admission ticket prior to arriving at the meeting
|
If you do not register for admission in
advance of the meeting, we will request to see your photo identification at the
entrance to the meeting and will determine if you owned common stock on the
record date by:
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Verifying your name and stock
ownership against our list of registered stockholders
|
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Asking to review evidence of your
stock ownership as of December 30, 2016, such as your brokerage statement.
You must bring such evidence with you in order to be admitted to the
meeting.
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Additional Information
Annual Report
Will I receive a copy of Deeres
Annual Report?
We have either mailed
the Annual Report to you with this Proxy Statement or sent you a Notice with the
web address for accessing the Annual Report online.
How can I receive a copy of
Deeres 10-K?
There are three ways to
obtain, free of charge, a copy of our Annual Report on Form 10-K for the fiscal
year ended October 31, 2016:
1.
Visit the Investor Relations section of
our website at
www.deere.com/stock
2.
Write to our Stockholder Relations
Department at One John Deere Place, Moline, Illinois 61265-8098
3.
Search the SECs EDGAR database at
www.sec.gov
What is
householding?
If two or more
stockholders reside at the same address and appear to be members of the same
family, we will send single copies of either the Proxy Solicitation Materials or
the Notice, as applicable, to that address unless one of the stockholders
notifies us that he or she wishes to receive individual copies. This procedure
reduces printing and distribution costs related to the Annual Meeting. We do not
rely on householding when we mail dividend checks.
If Proxy Solicitation Materials were
delivered to an address that you share with another stockholder and you prefer
to receive separate copies, contact our Stockholder Relations Department at One
John Deere Place, Moline, Illinois 61265-8098 or by phone at (309)
765-4491.
A number of brokerage firms have
instituted householding. They will have their own procedures for stockholders
who wish to receive individual copies of the Proxy Solicitation
Materials.
How do I revoke my consent to the
householding program?
To revoke your
consent to householding, please contact Broadridge Investor Communication
Solutions, Inc., either by calling (800) 542-1061 or by writing to Broadridge,
Householding Department, 51 Mercedes Way, Edgewood, New York 11717.
Electronic Delivery of Proxy Statement and Annual
Report
|
Can I access Deeres Proxy
Solicitation Materials electronically?
Most stockholders can elect to view future proxy statements and annual
reports online instead of receiving copies in the mail. You can choose this
option and save us the cost of producing and mailing these documents by:
|
following the instructions provided on your proxy card, voter instruction form, or Notice
|
|
going to www.proxyvote.com and following the instructions provided
|
IMPORTANT NOTICE REGARDING THE
AVAILABILITY OF PROXY MATERIALS FOR THE STOCKHOLDER MEETING TO BE HELD ON
FEBRUARY 22, 2017:
The Proxy Statement and Annual Report are available on
our website at www.deere.com/stock.
|
If you choose to receive future proxy
statements and annual reports electronically, you will receive an e-mail message
next year containing the internet address to access these documents as well as
voting instructions.
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Additional
Information
Information no Incorporated into this Proxy
Statement
Information not
Incorporated into this Proxy
Statement
|
The information on our website (
www.deere.com
) is not and shall not be deemed to be a
part of this Proxy Statement by reference, or otherwise incorporated into any
other filings we make with the SEC, except to the extent we specifically
incorporate it by reference
.
We do not know of any other matters that
will be considered at the Annual Meeting. If any other appropriate business
should properly come before the meeting, the Board will have discretionary
authority to vote according to its best judgment.
2018 Stockholder
Proposals and
Nominations
|
Proposals for Inclusion in 2018
Proxy Statement
Next years annual
meeting of stockholders will be held on February 28, 2018. If you intend to
present a proposal at next years annual meeting and you wish to have the
proposal included in the proxy statement for that meeting, the Corporate
Secretary must receive your proposal in writing, at the address below, no later
than September 15, 2017.
Director Nominations for Inclusion
in 2018 Proxy Statement
In 2016, our
Board amended the companys by-laws to permit a shareholder, or a group of up to
20 shareholders, that has owned at least 3% of our outstanding common stock for
at least three years to nominate and include in our proxy statement candidates
for our Board, subject to certain requirements. Any such nomination must be
received at the address below no earlier than the close of business on October
25, 2017 and no later than the close of business on November 24, 2017. Any such
notice must meet the other requirements set forth in our by-laws.
Other Proposals and
Nominations
If you would like to
present a proposal at next years annual meeting or if you would like to
nominate one or more directors without inclusion in the proxy statement, you
must provide written notice to the Corporate Secretary at the address below
between October 25, 2017, and November 24, 2017. Directors may be nominated at
the annual meeting of stockholders only by or at the direction of, or
authorization by, the Board, or by any stockholder entitled to vote at the
meeting who provides the requisite notice.
Notice of a proposal must include, for
each matter: (1) a brief description of the business to be brought before the
meeting; (2) the reasons for bringing the matter before the meeting; (3) your
name and address; (4) the class and number of Deere shares you own, either
beneficially or of record; (5) whether and the extent to which you (or someone
on your behalf) have entered into any derivative or other instrument,
transaction, agreement, or arrangement with respect to Deeres stock; (6) any
material interest you may have in the proposal; and (7) any other information
related to you that is required to be disclosed in connection with the
solicitation of proxies with respect to such business under federal securities
laws then in effect
.
Notice of a nomination must include: (1)
your name and address; (2) the name, age, business address, residence address,
and principal occupation of the nominee; (3) the class, series, and number of
Deere shares that you and the nominee own, either beneficially or of record; (4)
whether and the extent to which you or the nominee (or anyone on behalf of
either of you) has entered into any derivative or other instrument, transaction,
agreement, or arrangement with respect to Deeres stock; (5) a description of
all agreements or arrangements between you and the nominee regarding the
nomination; (6) the nominees consent to be elected and to serve; (7) a
completed certification of director eligibility; and (8) any other information
related to you that is required to be disclosed in the solicitation of proxies
for election of directors under federal securities laws then in effect. We may
require any nominee to furnish other information, within reason, that may be
needed to determine the nominees eligibility
.
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Additional
Information
Cost of Solicitation
Where to Send All Proposals and
Nominations
Proponents must submit
stockholder proposals and recommendations for nomination as a director in
writing to the following address:
Corporate Secretary
Deere
& Company
One John Deere
Place
Moline, Illinois 61265-8098
The Corporate Secretary will forward the
proposals and recommendations to the Corporate Governance Committee for
consideration.
Deere pays for the Annual Meeting and the
solicitation of proxies. In addition to soliciting proxies by mail, Deere has
made arrangements with banks, brokers, and other holders of record to send proxy
materials to you; we will reimburse them for their expenses in doing
so.
We have retained Georgeson Inc., a proxy
soliciting firm, to assist in the solicitation of proxies, for an estimated fee
of $20,000 plus reimbursement of certain out-of-pocket expenses. In addition to
their usual duties, directors, officers, and certain other employees of Deere
may solicit proxies personally or by telephone, fax, or e-mail. They will not
receive special compensation for these services
.
For the Board of Directors,
Todd E. Davies
Corporate Secretary
Moline, Illinois
January 13, 2017
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Appendices
Director Independence Categorical
Standards of Deere & Company Corporate Governance
Policies
NYSE
STANDARDS OF INDEPENDENCE
A director may not be considered
independent if the director does not meet the criteria for independence
established by the New York Stock Exchange (NYSE) and applicable law. A director
is considered independent under the NYSE criteria if the Board finds that the
director has no material relationship with the company. Under the NYSE rules, a
director will not be considered independent if, within the past three
years
:
|
the director has been employed by Deere, either directly or through a
personal or professional services agreement
|
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an immediate family member of the director was employed by Deere as an
executive officer
|
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the director receives more than $120,000 during any twelve-month period
in direct compensation from Deere, other than for service as an interim
chairman or CEO and other than director and committee fees and pension or
other forms of deferred compensation for prior service (provided such
compensation is not contingent in any way on continued service)
|
|
an immediate family member of the director receives more than $120,000
during any twelve-month period in direct compensation from Deere, other
than for service as a non-executive employee and other than director and
committee fees and pension or other forms of deferred compensation for
prior service (provided such compensation is not contingent in any way on
continued service)
|
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the director was affiliated with or employed by Deeres independent
auditor
|
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an immediate family member of the director was a partner of Deeres
independent auditor, or was affiliated with or employed in a professional
capacity by Deeres independent auditor and personally worked on Deeres
audit
|
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a Deere executive officer has served on the compensation committee of a
company that, at the same time, employed the director or an immediate
family member of the director as an executive officer
|
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the director is employed, or an immediate family member of a director
is employed as an executive officer, of another company and the annual
payments to or received from Deere exceed in any of the last three fiscal
years the greater of $1 million or 2% of such other companys consolidated
gross annual revenues
|
In addition, in determining the
independence of any director who will serve on the Compensation Committee, the
Board must consider all factors specifically relevant to determining whether the
director has a relationship to Deere which is material to that directors
ability to be independent from management in connection with the duties of a
Compensation Committee member, including but not limited to
:
|
the source of compensation of such director, including any consulting,
advisory, or other compensatory fee paid by Deere to such director
|
|
whether such director is affiliated with Deere or an affiliate of
Deere
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Appendices
Appendix A
CATEGORICAL STANDARDS OF
INDEPENDENCE
The Board has established the following
additional categorical standards of independence to assist it in making
independence determinations:
Business Relationships. Any payments by
Deere to a business employing, or 10% or more owned by, a director or an
immediate family member of a director for goods or services, or other
contractual arrangements, must be made in the ordinary course of business and on
substantially the same terms as those prevailing at the time for comparable
transactions with non-affiliated persons. The following relationships are not
considered material relationships that would impair a directors
independence
:
|
if a director (or an immediate family member of
the director) is an officer of another company that does business with
Deere and the annual sales to, or purchases from, Deere during such
companys preceding fiscal year are less than one percent of the gross
annual revenues of such company
|
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if a director is a partner of or of counsel to
a law firm, the director (or an immediate family member of the director)
does not personally perform any legal services for Deere, and the annual
fees paid to the firm by Deere during such firms preceding fiscal year do
not exceed $100,000
|
|
if a director is a partner,
officer, or employee of an investment bank or consulting firm, the
director (or an immediate family member of the director) does not
personally perform any investment banking or consulting services for
Deere, and the annual fees paid to the firm by Deere during such firms
preceding fiscal year do not exceed $100,000
|
Relationships with Not-for-Profit
Entities. A directors independence will not be considered impaired solely for
the reason that the director or an immediate family member is an officer,
director, or trustee of a foundation, university, or other not-for-profit
organization that receives from Deere or its foundation during any of the prior
three fiscal years contributions in an amount not exceeding the greater of $1
million or two percent of the not-for profit organizations aggregate annual
charitable receipts during the entitys fiscal year. (Any automatic matching of
employee charitable contributions by Deere or its foundation is not included in
Deeres contributions for this purpose.) All contributions by Deere in excess of
$100,000 to not-for-profit entities with which the director is affiliated shall
be reported to the Corporate Governance Committee and may be considered in
making independence determinations.
For purposes of these standards, Deere
shall mean Deere & Company and its direct and indirect subsidiaries, and
immediate family member shall have the meaning set forth in the NYSE
independence rules, as may be amended from time to time.
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Appendices
Appendix B
Deere & Company Reconciliation
of Non-GAAP Measures
SHORT-TERM INCENTIVE:
As described in the CD&A under Short-Term Incentive (STI), Operating Return on Operating Assets (OROA) and Return on
Equity (ROE) are the metrics used to measure performance for the STI program. The OROA and ROE calculations for the fiscal
year ended October 31, 2016, is summarized as follows. The Equipment Operations OROA calculation excludes the assets from
our captive financial services. ROE is based solely on the Financial Services segment.
(Millions of $)
OROA Calculation for Equipment
Operations:
|
Equipment
Operations
|
|
Agriculture
and Turf
Operations
|
|
Construction
and Forestry
Operations
|
Operating Profit
|
$
|
1,880
|
|
$
|
1,700
|
|
$
|
180
|
Average Identifiable Assets With
Inventories at Standard Cost
(1)
|
$
|
13,046
|
|
$
|
9,671
|
|
$
|
3,374
|
OROA With Inventories at Standard
Cost
(1)
|
|
14.4%
|
|
|
17.6%
|
|
|
5.3%
|
|
ROE
Calculation for Financial
Services:
|
|
|
|
|
|
|
|
|
Net Income Attributable to Deere &
Company
|
$
|
468
|
|
|
|
|
|
|
Average Equity
(1)
|
$
|
4,488
|
|
|
|
|
|
|
ROE
|
|
10.4%
|
|
|
|
|
|
|
(1)
|
In the event of an acquisition where goodwill exceeds $50 million, goodwill is excluded for two years to allow time for integration of the new business.
For STI purposes, Average Identifiable Assets with Inventories at Standard Cost for the fiscal year ended October 31, 2016 was reduced by $46.2 million
to reflect the partial year impact on goodwill for an acquisition made during the year. Average Identifiable Assets with Inventories at LIFO were $11,816,
$8,669, and $3,147 for Equipment Operations, Agriculture and Turf Operations and Construction and Forestry Operations, respectively. OROA with
Inventories at LIFO and goodwill as reported were 15.9%, 19.6%, and 5.7% for Equipment Operations, Agriculture and Turf and Construction and
Forestry, respectively.
|
|
90
|
|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
Appendices
Appendix B
MID-TERM INCENTIVE:
As described in the CD&A under
Mid-Term Incentive (MTI), Shareholder Value Added (SVA) is the metric used
to measure performance for the MTI program. The computation of SVA is summarized
as follows for the performance period ended October 31, 2016:
(Millions of $)
|
Fiscal Year
2014
|
|
Fiscal Year
2015
|
|
Fiscal Year
2016
|
SVA Calculation for Equipment
Operations:
|
|
|
|
|
|
|
|
|
Operating
Profit
|
$
|
4,297
|
|
$
|
2,177
|
|
$
|
1,880
|
Average Identifiable
Assets
|
|
|
|
|
|
|
|
|
With Inventories at
LIFO
|
$
|
14,113
|
|
$
|
12,491
|
|
$
|
11,816
|
With Inventories at Standard
Cost
|
$
|
15,493
|
|
$
|
13,840
|
|
$
|
13,046
|
Less Estimated Cost of
Assets
(1) (3)
|
$
|
(1,860)
|
|
$
|
(1,661)
|
|
$
|
(1,565)
|
SVA
|
$
|
2,437
|
|
$
|
516
|
|
$
|
315
|
SVA
Calculation for Financial
Services:
|
|
|
|
|
|
|
|
|
Net Income Attributable
to Deere & Company
|
$
|
624
|
|
$
|
633
|
|
$
|
468
|
Operating
Profit
|
$
|
921
|
|
$
|
963
|
|
$
|
709
|
Average Equity
(3)
|
$
|
4,575
|
|
$
|
4,655
|
|
$
|
4,488
|
Less Cost of
Equity
(2)
|
$
|
(664)
|
|
$
|
(705)
|
|
$
|
(680)
|
SVA
|
$
|
257
|
|
$
|
258
|
|
$
|
29
|
Deere Enterprise SVA
|
$
|
2,694
|
|
$
|
774
|
|
$
|
344
|
Total SVA for Three-Year
Performance Period Ending 2016
|
|
|
|
|
|
|
$
|
3,812
|
(1)
|
For purposes of determining SVA, the equipment segments are assessed a pretax cost of assets that, on an annual basis, is generally 12% of the segments
average identifiable operating assets during the applicable period with inventory at standard cost (believed to more closely approximate the current cost
of inventory and Deeres investment in the asset).
|
(2)
|
For SVA, Financial Services is assessed an annual pretax cost of average equity of approximately 15%.
|
(3)
|
In the event of an acquisition where goodwill exceeds $50 million, goodwill is excluded for two years to allow time for integration of the new business.
For MTI purposes, Average Identifiable Assets with Inventories at Standard Cost for the fiscal year ended October 31, 2016 was reduced by $46.2 million
to reflect the partial year impact on goodwill for an acquisition made during the year. There was no adjustment for goodwill for MTI purposes for the fiscal
years ended October 31, 2014 or 2015.
|
|
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91
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|
DEERE & COMPANY
|
2017
PROXY STATEMENT
|
Table of Contents
|
Directions to the Deere
& Company
World Headquarters
ONE JOHN DEERE PLACE
MOLINE, ILLINOIS
61265-8098
The annual meeting of stockholders
on Wednesday, February 22, 2017 will be held at 10:00 a.m. Central
Standard Time in the auditorium at Deere & Company World Headquarters,
which is located at One John Deere Place, Moline, Illinois. John Deere
Place intersects with John Deere Road east of 70th Street, Moline. The
entrance to World Headquarters and parking are on the east side of the
building.
From Chicago (or the
east)
Take I-290 (Eisenhower Expressway) west to I-88 West
(East-West Tollway), which turns into IL5/John Deere Road. Follow IL5/John
Deere Road to John Deere Place. Turn right onto John Deere Place. Follow
for about a 1/4 mile. Turn left onto World Headquarters grounds. Follow
the signs to parking to the east side of the building.
From Des Moines (or the
west)
Take I-80 east to exit
298. Exit onto I-74 east. Follow for about 9-1/4 miles to the IL5
East/John Deere Road exit (exit 4B). Exit onto IL5 East/ John Deere Road.
Follow IL5/John Deere Road east for 3.3 miles to John Deere Place. Follow
that for about a 1/4 mile. Turn left onto World Headquarters grounds.
Follow the signs to parking to the east side of the building.
From Peoria (or the
south)
Take I-74 west to the
I-280 West exit. Exit onto I-280 West. Follow for about 10 miles to exit
18A. Exit onto I-74 West. Follow for about a 1/2 mile to the IL5 East/John
Deere Road exit (exit 4B). Exit onto IL5 East/ John Deere Road. Follow
IL5/John Deere Road east for 3.3 miles to John Deere Place. Follow that
for about a 1/4 mile. Turn left onto World Headquarters grounds. Follow
the signs to parking to the east side of the
building.
|
Table of Contents
DEERE & COMPANY
STOCKHOLDER
RELATIONS
ONE JOHN DEERE PLACE
MOLINE, IL 61265
YOUR VOTE IS IMPORTANT.
THANK YOU
FOR VOTING!
VOTE BY TELEPHONE AND INTERNET
24
HOURS A DAY, 7 DAYS A WEEK
VOTE BY TELEPHONE -
1-800-690-6903
Use any touch-tone
telephone to transmit your voting instructions up until
11:59 P.M. Eastern Time
the day before the meeting date. Have your proxy card in hand when you call and
then follow the instructions.
VOTE BY INTERNET -
www.proxyvote.com
Use the Internet to
transmit your voting instructions and for electronic delivery of information up
until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy
card in hand when you access the web site and follow the instructions to obtain
your records and to create an electronic voting instruction form.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the
postage-paid envelope we have provided or return it to Deere & Company, c/o
Broadridge,
51 Mercedes Way, Edgewood, NY 11717.
Your telephone or Internet vote authorizes the named proxies to vote in the same
manner as if you marked, signed, and returned the proxy card.
If you have submitted your proxy by
telephone or the Internet there is no need for you to mail back your proxy
card.
|
VOTE IN PERSON
Submit your voting instructions at the meeting by filling out
a ballot which, upon request, will be provided to you during the
meeting.
SHAREHOLDER MEETING REGISTRATION:
To vote and/or attend the meeting, go to
the "Register for Meeting" link at
www.proxyvote.com
.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR
BLACK INK AS FOLLOWS:
|
|
E15866-P84427-Z68975
|
KEEP THIS PORTION FOR YOUR RECORDS
|
|
DETACH AND RETURN THIS PORTION
ONLY
|
THIS PROXY CARD IS VALID
ONLY WHEN SIGNED AND DATED.
|
DEERE &
COMPANY
|
|
|
|
|
|
|
|
|
|
|
|
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|
Vote on
Directors
|
|
|
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|
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|
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|
|
The Board of Directors
recommends a vote FOR all Nominees.
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
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|
|
1a.
|
Election of Director: Samuel R.
Allen
|
|
☐
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☐
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☐
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|
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1b.
|
Election of Director: Crandall C.
Bowles
|
|
☐
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|
☐
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☐
|
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|
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1c.
|
Election of Director: Vance D.
Coffman
|
|
☐
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|
☐
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☐
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|
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|
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1d.
|
Election of Director: Alan C.
Heuberger
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|
☐
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☐
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☐
|
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1e.
|
Election of Director: Dipak C.
Jain
|
|
☐
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☐
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☐
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1f.
|
Election of Director: Michael O.
Johanns
|
|
☐
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☐
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☐
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1g.
|
Election of Director: Clayton M.
Jones
|
|
☐
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☐
|
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☐
|
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|
1h.
|
Election of Director: Brian M.
Krzanich
|
|
☐
|
|
☐
|
|
☐
|
|
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|
|
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1i.
|
Election of Director: Gregory R.
Page
|
|
☐
|
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☐
|
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☐
|
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1j.
|
Election of Director: Sherry M.
Smith
|
|
☐
|
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☐
|
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☐
|
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1k.
|
Election of Director: Dmitri L.
Stockton
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
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1l.
|
Election of Director: Sheila G.
Talton
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
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|
|
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|
|
|
|
|
|
|
|
|
Vote on
Proposals
|
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends a vote FOR the following Proposal:
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
2.
|
Advisory vote on executive
compensation
|
|
☐
|
|
☐
|
|
☐
|
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|
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|
|
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|
|
|
The Board recommends a vote
FOR a frequency of 1 year:
|
|
1 Year
|
|
2 Years
|
|
3 Years
|
|
Abstain
|
|
|
|
|
|
|
|
|
|
3.
|
Non-binding advisory vote on
frequency of future advisory votes on executive compensation
|
|
☐
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends a vote FOR the following Proposal:
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
4.
|
Ratification of the appointment
of Deloitte & Touche LLP as Deere's independent registered public
accounting firm for fiscal 2017
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
The Board of Directors
recommends a vote AGAINST the following Proposal:
|
|
For
|
|
Against
|
|
Abstain
|
|
|
|
|
|
|
|
5.
|
Stockholder Proposal - Right to
Act by Written Consent
|
|
☐
|
|
☐
|
|
☐
|
|
|
|
|
|
|
|
|
|
|
For address changes and/or
comments, please check this box and write them on the back where
indicated.
|
|
☐
|
(Please sign, date, and return this
proxy in the enclosed postage prepaid envelope.)
To receive your materials
electronically in the future, please enroll at
www.proxyvote.com.
|
|
|
|
|
|
Signature [PLEASE SIGN WITHIN BOX]
|
Date
|
|
Signature (Joint Owners)
|
Date
|
|
Table of Contents
Dear Stockholders:
It is a pleasure to invite you to the
2017 Annual Meeting of Stockholders of Deere & Company. The meeting will be
held at 10 A.M. Central Time on Wednesday, February 22, 2017, at the Deere &
Company World Headquarters, One John Deere Place, Moline, Illinois.
The enclosed Notice of Meeting and
Proxy Statement covers the formal business of the meeting, which includes
election of the named directors, two company proposals, including the
ratification of the independent registered public accounting firm for fiscal
2017,
one
stockholder proposal, and any other business that properly comes before the
meeting. The rules of conduct for the meeting include the following:
1.
|
No cell phones, cameras, sound
equipment, or recording devices may be brought into the
auditorium.
|
|
2.
|
There will be a discussion period
at the end of the meeting. If you wish to present a question or comment,
please make your way to a microphone and wait to be recognized, then begin
by stating your name, indicating the city and state where you reside, and
confirming that you are a stockholder.
|
|
3.
|
The Chairman is authorized to
impose reasonable time limits on the remarks of individual stockholders
and has discretion to rule on any matters that arise during the meeting.
Personal grievances or claims are not appropriate subjects for the
meeting.
|
|
4.
|
Voting results announced at the
meeting by the Inspectors of Voting are preliminary. Voting results will
be included in a Form 8-K filed with the Securities and Exchange
Commission on or around February 27, 2017.
|
|
5.
|
Pagers and similar devices should
be silenced.
|
The Notice of the 2017 Annual Meeting,
the Fiscal 2016 Proxy Statement, Form of Proxy, and the Fiscal 2016
Annual
Report are available on Deere's Internet site at
www.JohnDeere.com/stock.
|
Detach Proxy Card
Here
|
|
|
▼
|
▼
|
|
E15867-P84427-Z68975
|
DEERE &
COMPANY
PROXY - ANNUAL MEETING /
FEBRUARY 22, 2017
Solicited by the Board of Directors for
use at the Annual Meeting of Stockholders of Deere & Company on February 22,
2017.
The undersigned appoints each of Samuel
R. Allen and Todd E. Davies, attorney and proxy, with full power of
substitution, on behalf of the undersigned, and with all powers the undersigned
would possess if personally present, to vote all shares of Common Stock of Deere
& Company that the undersigned would be entitled to vote at the above Annual
Meeting and any adjournment thereof.
The shares represented by this proxy
will be voted as specified and, in the discretion of the proxies, on all other
matters. The proxies will vote as the Board of Directors recommends where a
choice is not specified.
Please mark, date, and sign your name
exactly as it appears on this proxy and return this proxy in the enclosed
envelope. When signing as attorney, executor, administrator, trustee, guardian,
or officer of a corporation, please give your full title as such. For joint
accounts, each joint owner should sign.
THIS PROXY IS CONTINUED ON THE
REVERSE SIDE.
PLEASE SIGN ON THE REVERSE SIDE AND RETURN
PROMPTLY.
|
Address Changes/Comments:
|
|
|
|
|
|
|
|
|
|
(If you noted any Address
Changes/Comments above, please mark corresponding box on the reverse
side.)
|
|
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