DEERE & CO 10-Q

Item 5.    Other Information Amendment to Bylaws On August 30, 2023, the Board of Directors of the Company adopted amendments to the Company’s bylaws (as amended, the “Amended Bylaws”), effective as of such date. The amendments set forth in the Amended Bylaws, among other things, (1) revise the procedures and disclosure requirements for the nomination of directors and the submission of proposals for consideration at annual meetings of the stockholders of the Company, including, among other things, adding a requirement that a stockholder seeking to nominate director(s) at an annual meeting deliver to the Company reasonable evidence that it has complied with the requirements of Rule 14a-19 of the Exchange Act within eight business days of the meeting; (2) revise the majority voting provision to clarify when an election of directors will be deemed contested; (3) allow for the establishment of rules, regulations, or procedures of a meeting of the Company’s stockholders by the Board of Directors and/or the presiding person of a meeting and clarify the power of the chair of a stockholder meeting to adjourn any meeting of stockholders; (4) adopt gender-neutral terms when referring to particular positions, offices, or title holders; and (5) make certain administrative, modernizing, clarifying, and conforming changes, including making updates to reflect recent amendments to the General Corporation Law of the State of Delaware. The foregoing description of the Amended Bylaws is qualified in its entirety by reference to the Bylaws, as amended, a copy of which is filed as Exhibit 3.2 hereto and is incorporated herein by reference. ​ Amended & Restated Change in Control Severance Program On August 29, 2023, the Compensation Committee of the Board of Directors (the “Committee”) of the Company adopted amendments to the Company’s Amended and Restated Change in Control Severance Program (the “Program”). The amendments to the Program, among other things, reduced the multiplier applicable to cash severance payments in the event of a change in control and a qualifying termination for the Chief Executive Officer of the Company from 3.0x to 2.99x base salary. The multiplier for the Tier 1 and Tier 2 Participants, as those terms are defined in the Program, were unchanged and remain at 2.0x and 1.5x, respectively. The amendments to the Program result from the Committee’s periodic review of the Company’s executive compensation program, which includes consideration of shareholder feedback. The foregoing description of the amendments to the Program is qualified in its entirety by reference to the Amended & Restated Change in Control Severance Program, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference. ​ Director and Executive Officer Trading Arrangements On June 2, 2023 , Ryan D. Campbell , President, Worldwide Construction & Forestry and Power Systems adopted a trading plan intended to satisfy the affirmative defense of Rule 10b5-1 (c). The plan covers the exercise of 6,073 employee stock options and the related sale of such shares. The plan expires on May 31, 2024. ​ ​ 43 ​ Item 6.    Exhibits Certain instruments relating to long-term borrowings constituting less than 10 percent of the registrant’s total assets are not filed as exhibits herewith pursuant to Item 601(b)(4)(iii)(A) of Regulation S-K. The registrant will furnish copies of such instruments to the Commission upon request of the Commission. ​ ​ ​ ​ 3.1 Certificate of Incorporation (Exhibit 3.1 to Form 10-Q of registrant for the quarter ended July 28, 2019, Securities and Exchange Commission File Number 1-4121*) ​ ​ 3.2 Bylaws, as amended August 30, 2023 ​ ​ 10.1 Amended & Restated Change in Control Severance Program of Deere & Company, effective August 29, 2023 ​ ​ 31.1 Rule 13a-14(a)/15d-14(a) Certification ​ ​ 31.2 Rule 13a-14(a)/15d-14(a) Certification ​ ​ 32 Section 1350 Certifications (furnished herewith) ​ ​ 101.INS Inline XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document) ​ ​ 101.SCH Inline XBRL Taxonomy Extension Schema Document ​ ​ 101.CAL Inline XBRL Taxonomy Extension Calculation Linkbase Document ​ ​ 101.DEF Inline XBRL Taxonomy Extension Definition Linkbase Document ​ ​ 101.LAB Inline XBRL Taxonomy Extension Label Linkbase Document ​ ​ 101.PRE Inline XBRL Taxonomy Extension Presentation Linkbase Document ​ ​ 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) ​ ​ *   Incorporated by reference. ​ ​ ​ 44 ​ SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ ​ DEERE & COMPANY ​ ​ ​ ​ Date: August 31, 2023 ​ By: /s/ Joshua A. Jepsen ​ ​ ​ ​ Joshua A. Jepsen Senior Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) ​ ​ ​ 45