Executive Change · Bylaw Amendment

Securities and Exchange Commission on January 10, 2020 (“Proxy Statement”) under the caption “Item 4 – Approve the John Deere 2020 Equity and Incentive Plan,” and the full text of the Plan was filed as an appendix thereto.   The Plan allows us to grant our salaried employees a range of compensation awards based on or related to Deere common stock, including stock options, stock appreciation rights, restricted stock and stock units, performances shares and performance units, cash equivalent awards and substitute awards.   The total number of shares that may be issued under the Plan is the sum of (i) 11,608,061 new shares, plus (ii) the number of shares previously authorized for awards under the prior plan but not reserved for outstanding awards, plus (iii) any shares corresponding to awards under the Plan and the prior plan that are forfeited after the approval date. The Plan is scheduled to expire on December 31, 2030.   The above description of the Plan does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan set forth as Appendix C to the Proxy Statement and is incorporated herein by reference.   Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.   (a) Amendment to Bylaws   On February 26, 2020, shareholders approved an amendment to the Company’s bylaws, effective immediately (the “Bylaw Amendment”). The amendment provides that courts located within the State of Delaware will serve as the exclusive forum for the adjudication of certain legal actions related to intra-corporate disputes involving the Company. The amendment does not apply to suits, including derivative actions, to enforce duties or liabilities created by the Securities Act of 1933, the Securities Exchange Act of 1934 or any other claim for which the federal courts have exclusive jurisdiction. Under the amendment, the Company retains the ability to consent to an alternative forum when its’ interests and those of shareholders are best served by permitting the dispute to proceed in a forum other than Delaware.   The foregoing description of the Company’s bylaws is qualified in its entirety by reference to the full text of the amended bylaws, a copy of which is attached hereto as Exhibit 3.1 and is incorporated herein by reference.   Item 5.07 Submission of Matters to a Vote of Security Holders   (a) The Company annual meeting of shareholders was held on February 26, 2020.       (b) The voting results for each matter submitted to a vote of shareholders at the Company’s annual meeting are as follows:       1. Annual Election of Directors   The following directors were elected for terms expiring at the annual meeting in 2021:     Shares Voted For Shares Voted Against Abstain Broker Non- Votes Samuel R. Allen 235,352,231 4,355,624 400,643 38,009,714 Alan C. Heuberger 238,199,847 1,469,119 439,532 38,009,714 Charles O. Holliday Jr. 236,017,883 3,648,057 442,558 38,009,714 Dipak C. Jain 232,038,497 7,627,584 442,417 38,009,714 Michael O. Johanns 236,141,094 3,526,475 440,929 38,009,714 Clayton M. Jones 228,931,694 10,740,054 436,750 38,009,714 John C. May 238,593,975 1,088,580 425,943 38,009,714 Gregory R. Page 233,370,740 6,289,710 448,048 38,009,714 Sherry M. Smith 233,947,423 5,712,207 448,868 38,009,714 Dmitri L. Stockton 234,635,116 4,991,732 481,650 38,009,714 Sheila G. Talton 235,909,792 3,760,461 438,245 38,009,714   2. Bylaw Amendment Proposal   The shareholders approved the Bylaw Amendment, which required the affirmative “for” vote of a majority of shares present in person or represented by proxy and entitled to vote on the proposal.   Shares Voted For Proposal Shares Voted Against Proposal Abstain Broker Non-Votes 160,614,843 77,297,686 2,195,969 38,009,714   3. Advisory Vote on Executive Compensation   The shareholders approved, on an advisory (non-binding) basis, the compensation paid to the Company’s named executive officers disclosed in the Proxy Statement, including the Compensation Discussion & Analysis, the compensation tables and related disclosure, with the following vote:   Shares Voted For Proposal Shares Voted Against Proposal Abstain Broker Non-Votes 227,804,039 11,283,687 1,020,772 38,009,714       4. Approval of the John Deere 2020 Equity and Incentive Plan   The shareholders approved the Plan. The affirmative vote of a majority of the shares present in person or represented by proxy and entitled to vote at the Annual Meeting was required to approve the proposed Plan.   Shares Voted For Proposal Shares Voted Against Proposal Abstain Broker Non-Votes 230,910,298 8,353,156 845,044 38,009,714       5. Ratification of Independent Registered Public Accounting Firm       Deloitte & Touche LLP was ratified as the Company’s independent registered public accounting firm for the 2020 fiscal year with the following vote:   Shares Voted For Proposal Shares Voted Against Proposal Abstain 267,122,547 10,287,769 707,896   6. Shareholder Proposal—Board Ideology Disclosure Policy   A shareholder proposal requesting that the Board adopt a policy to annually disclose to shareholders a description of the minimum qualifications the Governance Committee believes must be met by a Board nominee, and each nominee’s skills, ideological perspectives and experiences in a chart or matrix form, as set forth in the Proxy Statement, failed with the following vote:   Shares Voted For Proposal Shares Voted Against Proposal Abstain Broker Non-Votes 2,706,555 235,859,449 1,542,494 38,009,714   Item 9.01 Financial Statements and Exhibits         (d)        Exhibits       Number Description of Exhibit     3.1 Bylaws, as amended February 26, 2020     10.1 John Deere 2020 Equity and Incentive Plan (Appendix C to Proxy Statement of registrant filed January 10, 2020, Securities and Exchange Commission File Number 1-4121*) 104 Cover Page Interactive Data File (the cover page XBRL tags are imbedded in the Inline XBRL document)       Signature        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 hereto duly authorized.       DEERE & COMPANY         By: /s/ Todd E. Davies     Todd E. Davies     Secretary       Dated: February 28, 2020