Corteva announced an agreement with Starboard Value and its affiliates (Starboard), pursuant to which three new independent directors proposed by Starboard—David C. Everitt, Janet P. Giesselman, and Kerry J. Preete—will join Corteva's Board of Directors effective immediately, each with terms expiring at the company's upcoming 2021 Annual Meeting of Stockholders currently scheduled to be held on May 7, 2021.

The company has also agreed to nominate the three new independent directors for election as directors at the 2021 Annual Meeting.

Separately, the company announced that Karen H. Grimes will also join the company's Board, effective immediately, with her term expiring at the 2021 Annual Meeting, when she will stand for election. Lee M. Thomas, Dr. Robert Brown and Lois Juliber will not stand for re-election to the Board at the 2021 Annual Meeting. With the addition of the four new independent directors, the size of the Board will temporarily increase from 12 to 16 directors, and upon the conclusion of the 2021 Annual Meeting, the Board will be reduced to 13 directors, 12 of whom will be independent.

Gregory R. Page, Independent Chairman of Corteva, said, "We are pleased to have reached this constructive outcome with Starboard which we believe is in the best interests of all our stockholders. We look forward to welcoming these accomplished new directors as the entire organization continues to direct the full force of its energy and expertise to creating value for our stockholders, customers, and other important stakeholders around the world." 

"Our team has been intently focused on execution to assure that we meet our commitments to our stockholders and customers," said James C. Collins, Jr., Chief Executive Officer. "We are very pleased to have reached a resolution that will further enhance our Board's existing depth of agriculture and innovation expertise as we move ahead and build long term value as a global agriculture leader."

"We identified Corteva as a leader in its field with significant potential to improve both growth and profitability," said Jeff Smith, Chief Executive Officer of Starboard. "After constructive discussions with Corteva's Board, we are pleased that these new directors will contribute their deep industry expertise and track records of value creation to help Corteva capitalize fully on its many opportunities."

Page added, "I and the entire Board want to thank Lee, Bob and Lois for their outstanding service to Corteva and the positive impact their contributions have had as we established the strong foundation for this new company. We wish them all the best."

As a result of the agreement between Starboard and Corteva, Starboard will withdraw its director nominations previously submitted to Corteva and will support the Board's full slate of directors at the 2021 Annual Meeting.

Starboard also agreed to abide by customary standstill provisions and voting commitments.  The complete agreement will be filed by Corteva with the U.S. Securities and Exchange Commission as an exhibit to a Current Report on Form 8-K.  Cravath, Swaine & Moore LLP is serving as legal counsel to Corteva and Evercore and JP Morgan Securities LLC are serving as Corteva's financial advisors. Olshan Frome Wolosky LLP is serving as legal counsel to Starboard.