Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any restriction based on length of stock ownership). This includes shareholder ability to initiate any appropriate topic for written consent.

Acting by written consent is all the more important at Deere due to the restricted right of Deere shareholders to call a special shareholder meeting. Currently all Deere shares held for less than one-year have no right to participate in calling for a special shareholder meeting.

Deere shareholders have a particular need for the right to act by written consent because it is considerably more difficult than necessary for Deere shareholders to call a special shareholder meeting. Delaware law considers it reasonable for 10% of shareholder to call a special meeting – yet Deere made the threshold 25% of shareholders and then outlawed or excluded Deere shareholders who owned their stock for less than one continuous year.

If Deere finds itself in a future slump, Deere shareholders and potential Deere shareholders will not even consider acquiring more shares in order to call for a special shareholder meeting in order to incnetivize a turnaround, if they have to sit on their shares for one-year to call for a special shareholder meeting. A one-year holding period makes no sense. A slumping stock price demands a quick response before the window of opportunity passes. This is why Deere needs a shareholder right to act by written consent without forcing Deere shareholders to first hold their shares for one-year.

If one shareholder or a group of shareholders can quickly acquire more shares to call for a special shareholder meeting this is an incentive for Deere Directors to avoid a slump in the first place since the continued service of the certain Deere Directors could be terminated by written consent. This is a good incentive for the Deere Directors to have for the benefit of all Deere shareholders.

Acting by written consent is hardly ever used by shareholders but the main point of acting by written consent is that it gives shareholders at least significant standing to engage effectively with management.

Management will have an incentive to genuinely engage with shareholders, instead of stonewalling, if shareholders have a reasonable Plan B alternative of acting by written consent. Management likes to claim that shareholders have multiple means to communicate with management but in most cases these means are as effective as mailing a letter to the CEO. A reasonable right to act by written consent is an important step for effective shareholder engagement with management.