Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of
1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).
Emerging
growth company
i☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period
for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
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Item
5.07 Submission of Matters to a Vote of Security Holders
On June 9, 2021, Caterpillar Inc. (the “Company”) held a virtual 2021 Annual Shareholders Meeting. Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders.
Proposal 1 – Company Proposal - Election of Directors
All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:
Director
For
Against
Abstain
Broker
Non-Votes
Kelly A. Ayotte
351,232,725
12,521,912
1,061,872
78,787,443
David L. Calhoun
343,895,658
18,193,059
2,727,792
78,787,443
Daniel M. Dickinson
344,947,678
18,793,409
1,075,422
78,787,443
Gerald
Johnson
360,403,470
3,285,634
1,127,218
78,787,443
David W. MacLennan
361,353,545
2,308,045
1,154,919
78,787,443
Debra L. Reed-Klages
356,749,227
7,106,528
960,754
78,787,443
Edward
B. Rust, Jr.
348,465,765
15,239,149
1,111,596
78,787,443
Susan C. Schwab
351,662,676
12,211,731
942,102
78,787,443
D. James Umpleby III
339,906,035
22,941,850
1,968,624
78,787,443
Miles
D. White
303,951,277
59,780,158
1,085,074
78,787,443
Rayford Wilkins, Jr.
358,368,230
5,286,882
1,161,397
78,787,443
Proposal 2 – Company Proposal - Ratification of Independent Registered Accounting Firm
The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the
Company’s independent registered public accounting firm for 2021 was approved with the following vote:
For
Against
Abstain
427,662,323
14,798,261
1,143,368
Proposal 3 – Company Proposal - Advisory vote on executive compensation
The
proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:
For
Against
Abstain
Broker Non-Votes
342,337,931
19,903,448
2,575,130
78,787,443
Proposal
4 – Shareholder Proposal – Report on Climate Policy
The proposal requesting that the Board of Directors provide additional disclosure of Caterpillar's climate activity was not approved based on the following vote:
For
Against
Abstain
Broker Non-Votes
173,059,923
187,422,007
4,334,579
78,787,443
Proposal
5 – Shareholder Proposal – Report on Diversity and Inclusion
The proposal requesting the Board of Directors publish an annual report assessing the Company's diversity and inclusion was not approved based on the following vote:
For
Against
Abstain
Broker Non-Votes
122,153,733
238,371,549
4,291,227
78,787,443
Proposal
6 – Shareholder Proposal – Transition to a Public Benefit Corporation
The proposal requesting that the Board of Directors amend the Company's Certificate of Incorporation and become a public benefit corporation was not approved based on the following vote:
For
Against
Abstain
Broker
Non-Votes
10,645,284
350,338,593
3,832,632
78,787,443
Proposal 7 – Shareholder Proposal – Shareholder Action by Written Consent
The proposal requesting that the Board of Directors amend the Company's governing documents to permit shareholder action by written consent was not approved based on the following vote:
For
Against
Abstain
Broker
Non-Votes
145,937,468
216,533,274
2,345,767
78,787,443
Item 9.01 Financial Statements and Exhibits
(d)Exhibits.
Exhibit
Number
Description
104
The
cover page from this Current Report on Form 8-K, formatted in Inline XBRL.
SIGNATURES
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 hereunto duly authorized.