Item 8.01. Other Events.
On January 21, 2021, Corteva, Inc. (the "Company") issued a press release in
response to Starboard Value LP's open letter to Gregory R. Page, dated
January 21, 2021. A copy of the press release is attached hereto as Exhibit 99.1
and is incorporated by reference herein.
Additional Information and Where to Find It
In connection with the forthcoming solicitation of proxies from stockholders in
respect of Corteva's 2021 Annual Meeting of Stockholders, Corteva will file with
the Securities and Exchange Commission (the "SEC") a proxy statement on Schedule
14A (the "proxy statement"), containing a form of blue proxy card. Corteva, its
directors and certain of its executive officers will be participants in the
solicitation of proxies from stockholders in respect of Corteva's 2021 Annual
Meeting of Stockholders. Information regarding the names of Corteva's directors
and executive officers and their respective interests in Corteva by security
holdings or otherwise will be set forth in the proxy statement. Details
concerning the nominees of Corteva's Board of Directors for election at
Corteva's 2021 Annual Meeting of Stockholders will be included in the proxy
statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SECURITY HOLDERS ARE
URGED TO READ ALL RELEVANT DOCUMENTS, INCLUDING CORTEVA'S PROXY STATEMENT AND
ANY AMENDMENTS THERETO AND ACCOMPANYING BLUE PROXY CARD, FILED WITH OR FURNISHED
TO THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY CONTAIN, OR WILL CONTAIN,
IMPORTANT INFORMATION ABOUT CORTEVA. Stockholders may obtain free copies of the
proxy statement and other relevant documents that Corteva files with the SEC on
Corteva's website at http://investors.corteva.com or from the SEC's website at
www.sec.gov.
Cautionary Statement About Forward-Looking Statements
This report contains forward-looking statements within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended, which are intended to be covered by
the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995, and may be identified by their
use of words like "guidance", "plans," "expects," "will," "anticipates,"
"believes," "intends," "projects," "estimates," "outlook," or other words of
similar meaning. All statements that address expectations or projections about
the future, including statements about Corteva's strategy for growth, product
development, regulatory approvals, market position, anticipated benefits of
recent acquisitions, timing of anticipated benefits from restructuring actions,
outcome of contingencies, such as litigation and environmental matters,
expenditures, and financial results, as well as expected benefits from, the
separation of Corteva from DowDuPont, are forward-looking statements.
Forward-looking statements are based on certain assumptions and expectations of
future events which may not be accurate or realized. Forward-looking statements
also involve risks and uncertainties, many of which are beyond Corteva's
control. While the list of factors presented below is considered representative,
no such list should be considered to be a complete statement of all potential
risks and uncertainties. Unlisted factors may present significant additional
obstacles to the realization of forward-looking statements. Consequences of
material differences in results as compared with those anticipated in the
forward-looking statements could include, among other things, business
disruption, operational problems, financial loss, legal liability to third
parties and similar risks, any of which could have a material adverse effect on
Corteva's business, results of operations and financial condition. Some of the
important factors that could cause Corteva's actual results to differ materially
from those projected in any such forward-looking statements include: (i) failure
to successfully develop and commercialize Corteva's pipeline; (ii) effect of
competition and consolidation in Corteva's industry; (iii) failure to obtain or
maintain the necessary regulatory approvals for some Corteva's products;
(iv) failure to enforce Corteva's intellectual property rights or defend against
intellectual property claims asserted by others; (v) effect of competition from
manufacturers of generic products; (vi) impact of Corteva's dependence on third
parties with respect to certain of its raw materials or licenses and
commercialization; (vii) costs of complying with evolving regulatory
requirements and the effect of actual or alleged violations of environmental
laws or permit requirements; (viii) effect of the degree of public understanding
and acceptance or perceived public acceptance of Corteva's biotechnology and
other agricultural products; (ix) effect of changes in agricultural and related
policies of governments and international organizations; (x) effect of
industrial espionage and other disruptions to Corteva's supply chain,
information technology or network systems; (xi) competitor's establishment of an
intermediary platform for distribution of Corteva's products; (xii) effect of
volatility in Corteva's input costs; (xiii) failure to raise capital through the
capital markets or short-term borrowings on terms acceptable to Corteva;
(xiv) failure of Corteva's customers to pay their debts to Corteva, including
customer financing programs; (xv) failure to realize the anticipated benefits of
the internal reorganizations taken by DowDuPont in connection with the spin-off
of Corteva, including failure to benefit from significant cost synergies;
(xvi) risks related to the indemnification obligations of legacy
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E.I. du Pont de Nemours and Company liabilities in connection with the
separation of Corteva; (xvii) increases in pension and other post-employment
benefit plan funding obligations; (xviii) effect of compliance with
environmental laws and requirements and adverse judgments on litigation;
(xix) risks related to Corteva's global operations; (xx) effect of climate
change and unpredictable seasonal and weather factors; (xxi) effect of
counterfeit products; (xxii) failure to effectively manage acquisitions,
divestitures, alliances and other portfolio actions; (xxiii) risks related to
non-cash charges from impairment of goodwill or intangibles assets; (xxiv) risks
related to COVID-19; (xxv) risks related to oil and commodity markets; and
(xxvi) other risks related to the separation from DowDuPont. Additionally, there
may be other risks and uncertainties that Corteva is unable to currently
identify or that Corteva does not currently expect to have a material impact on
its business. Where, in any forward-looking statement an expectation or belief
as to future results or events is expressed, such expectation or belief is based
on the current plans and expectations of Corteva's management and expressed in
good faith and believed to have a reasonable basis, but there can be no
assurance that the expectation or belief will result or be achieved or
accomplished. Corteva disclaims and does not undertake any obligation to update
or revise any forward-looking statement, except as required by applicable law. A
detailed discussion of some of the significant risks and uncertainties which may
cause results and events to differ materially from such forward-looking
statements or other estimates is included in the "Risk Factors" section of
Corteva's Annual Report on Form 10-K, as modified by subsequent Quarterly
Reports on Forms 10-Q and Current Reports on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 Press Release, dated January 21, 2021.
104 Cover Page Interactive Data File (embedded within the Inline XBRL Document)
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