DEERE (DE)
Sector: Industrials
2026 Annual Meeting Analysis
DEERE · Meeting: February 25, 2026
Directors FOR
10
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Annual Election of Directors
Independent director since 2021 with relevant manufacturing and finance expertise; no overboarding (1 outside board); DE's 3-year TSR outperforms peer median by +7.1pp, well below the 50pp trigger threshold for strong positive TSR companies; attendance satisfactory.
Independent director since 2020 with technology, operations, and international expertise; holds 2 outside public board seats (F5, Xerox), within the 3-board policy limit; TSR trigger does not apply; no other disqualifying flags.
Independent director since 2024 and current CEO of PACCAR; the proxy discloses Deere limits sitting CEOs to 1 outside board, and Mr. Feight holds exactly 1 outside seat (Deere), satisfying that policy; joined within 24 months so exempt from TSR trigger under policy.
Independent director since 2016 with investment management and agriculture expertise; 0 other public boards; DE's strong positive TSR outperforms peer median so the underperformance trigger does not fire; no other flags.
Independent director since 2023 and current CEO of Roper Technologies; holds 1 outside public board seat (Deere), satisfying the sitting-CEO limit of 1; tenure under 3 years but more than 24 months, so the TSR trigger is applied proportionally and does not warrant a No vote given DE outperforms the peer median.
Executive director (Chairman, CEO, President) since 2019; DE's 3-year TSR of +44% outperforms the peer median of +36.9% by +7.1pp, far below the 50pp underperformance threshold required to trigger a No vote for strong positive TSR companies; holds 1 outside board seat (Ford), within the sitting-CEO limit.
Independent director since 2013 with deep agriculture and financial expertise; holds 2 outside public board seats (Corteva Chair, Eaton Chair), within the 3-board policy limit; TSR trigger does not apply given DE's positive peer outperformance.
Independent director since December 2025; joined less than 24 months ago so fully exempt from the TSR trigger under policy; current CEO of Cargill with 0 other public board seats listed, satisfying the sitting-CEO limit.
Independent director since 2015 with finance and governance expertise; holds 2 outside public board seats (Ryder, Target), within the 3-board limit; TSR trigger does not apply; attendance was satisfactory (96% board-wide).
Independent director since 2015 with technology and governance expertise; holds 2 outside public board seats (OGE Energy, Sysco), within policy limits; TSR trigger does not apply; no other disqualifying flags.
All 10 nominees pass policy screens: Deere's 3-year total shareholder return of +44% beats the compensation peer group median of +36.9% by 7 percentage points, well short of the 50-percentage-point underperformance threshold needed to trigger director accountability votes for a company with strong positive TSR; no director is overboarded under either the company's own governance policy (sitting CEO limited to 1 outside board) or our policy (non-executive directors limited to 3 outside boards); attendance was 96% board-wide; the board discloses a skills matrix; all committees other than the Executive Committee are fully independent; a FOR vote is warranted for the full slate.
Say on Pay
✓ FORCEO
John C. May
Total Comp
$27,925,424
Prior Support
89.0%%
CEO total compensation of approximately $27.9 million at a $158 billion industrial conglomerate is within a reasonable range for a company of this scale and complexity, and the prior year say-on-pay vote of 89% indicates broad shareholder acceptance. The pay structure is strongly weighted toward variable pay — roughly 92% of the CEO's target pay is at-risk — with long-term equity split 50% into performance stock awards tied to relative revenue growth and relative total shareholder return, 25% stock options, and 25% restricted stock units, meeting the policy's requirement that at least 50-60% of senior executive pay be performance-based. Deere's 3-year total shareholder return of +44% outperforms the compensation peer group median of +36.9% by 7 percentage points, meaning above-benchmark incentive pay is supported by above-median shareholder returns, satisfying the pay-for-performance alignment check; a clawback policy compliant with SEC and NYSE rules is in place; and the committee demonstrated responsiveness to shareholder feedback by raising performance targets and shifting all long-term pay to equity.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
N/A
Non-Audit Fees
N/A
Deloitte is a Big 4 firm fully appropriate for a $158 billion market-cap industrial company; no fee data was extractable from the provided filing text so the non-audit fee ratio trigger cannot fire, and per policy we default to FOR when fee data is unavailable; auditor tenure is not disclosed in the extracted text so the tenure trigger also cannot fire, per policy, and we note the absence of tenure disclosure as a minor negative factor; no material restatements are disclosed.
Stockholder Proposals
3 proposals submitted by shareholders
Proposal 4
Proposal 04 — Report on the Return on Investment of Emission Reduction Goals
Based on the proposal title and the context of Deere's proxy (proposals 04 and 06 are grouped as shareholder advocacy proposals with board opposition), this proposal is characteristic of ESG/advocacy-oriented filings that use the language of financial analysis to advance environmental policy goals rather than address a genuine, neutral fiduciary concern. Under our policy, proposals driven by ideological or advocacy motivations — whether from the left or right — are voted against regardless of surface framing, because they do not represent what a neutral fiduciary investor would prioritize. No prior-year vote data is available in the extracted text to signal otherwise, and the board's opposition further confirms the advocacy nature of the request.
Proposal 5
Proposal 05 — Shareholder Right to Act by Written Consent
The right to act by written consent — meaning shareholders can take certain corporate actions between annual meetings by collecting signatures rather than waiting for a shareholder vote — is a well-established mainstream governance improvement that gives shareholders a meaningful check on board power, particularly between annual meetings. This type of proposal is associated with credible governance activists and mainstream institutional investor priorities, not ideological advocacy, so the filer identity does not disqualify it. Deere does not appear to offer this right currently, and the board's opposition statement does not confirm that it has already implemented the right or provided a concrete commitment to do so; without that remediation, the governance rationale for supporting shareholder written consent rights stands.
Proposal 6
Proposal 06 — Report on Faith-Based Business Resource Groups
A proposal asking a company to report on faith-based employee resource groups is a hallmark of conservative ideological filers who seek to use the proxy process to influence corporate diversity and inclusion practices from a religious or political standpoint rather than to advance a neutral shareholder financial interest. Under our policy, proposals motivated by ideology from either direction are voted against, and this proposal fails that symmetry test — a neutral fiduciary investor would not prioritize this disclosure. The board recommends against, and no meaningful prior-year vote data exists to override the filer-identity analysis.
Overall Assessment
Deere's 2026 annual meeting ballot is straightforward on the core governance proposals: the full director slate earns FOR votes because DE's stock outperformed its peer group over three years (negating the TSR trigger), the auditor ratification is supported pending disclosure of fee and tenure data, and the say-on-pay is supported given a strong pay-for-performance structure, 89% prior-year approval, and relative TSR outperformance. On the three shareholder proposals, our policy supports the written consent governance proposal (Proposal 5) as a mainstream shareholder empowerment measure, while recommending against the emissions ROI report (Proposal 4) and the faith-based resource group report (Proposal 6) as proposals driven by advocacy rather than neutral fiduciary interests.
Compensation Peer Group
43 companies disclosed in 2026 proxy filing