Corteva’s Agreement with Starboard Value

On March 19, 2021, Corteva, Inc. announced an agreement with Starboard Value LP and its affiliates (“Starboard”), pursuant to which three new independent directors proposed by Starboard will join Corteva’s Board of Directors (the “Board”), effective immediately, each with terms expiring at the company’s upcoming 2021 Annual Meeting of Stockholders (“2021 Annual Meeting”), 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. 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. Cravath is representing Corteva in connection with the agreement.

The Cravath team is led by partners Mark I. Greene, Thomas E. Dunn, Aaron M. Gruber and Andrew M. Wark and included associates Michael Zhang and Aashim Usgaonkar on corporate and activist defense matters. Nicholle Lamartina also worked on this matter.