Additional Proxy Soliciting Materials (definitive) (defa14a)
26 April 2017 - 10:04PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section
14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant
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Filed by a Party other
than the Registrant
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CHECK THE APPROPRIATE BOX:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Under Rule
14a-12
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Caterpillar Inc.
(Name of Registrant as Specified In Its
Charter)
(Name of Person(s) Filing Proxy
Statement, if Other Than the Registrant)
PAYMENT OF FILING FEE (CHECK THE APPROPRIATE
BOX):
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No fee
required.
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Fee computed on table below per Exchange Act Rules
14a-6(i)(1) and 0-11.
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1)
Title of each class of securities to which transaction
applies:
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Aggregate number of securities to which transaction applies:
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Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
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4)
Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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Fee paid previously with
preliminary materials:
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Check box if any part of the fee is
offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing
for which the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the form or schedule and the
date of its filing.
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1)
Amount previously paid:
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2)
Form, Schedule or Registration Statement No.:
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3)
Filing Party:
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4) Date
Filed:
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Important Notice Regarding the
Availability of Proxy
Materials for the Caterpillar
Inc.
Annual Meeting of Shareholders to
Be Held on June 14, 2017
As allowed under U.S. Securities and Exchange
Commission rules, you are receiving this notice that the proxy materials,
including the 2017 proxy statement and 2016 Form 10-K, for the Caterpillar Inc.
2017 Annual Meeting of Shareholders are available on the Internet. Follow the
instructions below to view the proxy materials and vote online or request paper
or e-mail copies. Information about the annual meeting, including the items to
be voted on, is provided on the reverse side of this notice.
THIS IS NOT A PROXY CARD. If you wish to
cast your vote on a traditional proxy card, you must request that a paper copy
of the proxy materials be mailed to you by following the instructions at the
bottom of this page.
This communication presents only an
overview of the more complete proxy materials that are available to you on the
Internet. We encourage you to access and review all of the important information
contained in the proxy materials before voting.
To view the proxy materials, please have
this notice available and visit:
www.eproxyaccess.com/cat2017
Please have this notice available when you
access the voting website. Follow the instructions on the screen to log into the
website to vote. Your Internet vote authorizes the named proxies to vote your
shares in the same manner as if you marked, signed and returned a proxy
card.
If you want to receive a paper or e-mail
copy of the proxy materials, you must request one by following the instructions
below:
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Internet
Go
to
www.eproxyaccess.com/cat2017
and follow the registration
instructions.
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Telephone
Call us free of charge at 1-866-825-8978 from within the United States or
Canada.
From other locations please call +1
646-880-9095.
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E-mail
Send
us an e-mail at
cat@eproxyaccess.com
, using the number in the box above as
the
subject line, and state whether you wish to
receive a paper or e-mail copy of the proxy materials and
whether your request is for this meeting only or all future
meetings.
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There is no charge to you for requesting a copy. Please make your request for a copy as
instructed above on or before June 2, 2017 to facilitate timely delivery.
Caterpillar Inc.
Notice of Annual Meeting of
Shareholders
The annual meeting of shareholders of
Caterpillar Inc. will be held on Wednesday, June 14, 2017 at 8:00 a.m., local
time, at Caterpillar Inc., 250 Dozer Drive, Athens, GA 30606.
The matters intended to be acted upon at
the meeting are listed below:
1.
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Election of the following nominees as
directors: David L. Calhoun, Daniel M. Dickinson, Juan Gallardo, Jesse J.
Greene, Jr., Jon M. Huntsman, Jr., Dennis A. Muilenburg, William A.
Osborn, Debra L. Reed, Edward B. Rust, Jr., Susan C. Schwab, Jim Umpleby,
Miles D. White and Rayford Wilkins, Jr.
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2.
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Ratify the appointment of the
independent registered public accounting firm for the 2017 fiscal
year.
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3.
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Company proposal Advisory vote to
approve executive compensation.
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4.
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Company proposal Advisory vote on
frequency of executive compensation votes.
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5.
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Company proposal Approve the Amended
and Restated Caterpillar Inc. 2014 Long-Term Incentive Plan.
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6.
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Shareholder Proposal - Provide a report
of lobbying activities.
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7.
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Shareholder Proposal - Decrease percent
of ownership required to call special shareholder meeting.
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8.
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Shareholder Proposal - Provide a report
of lobbying priorities.
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9.
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Shareholder Proposal - Include
sustainability as a performance measure under executive incentive
plans.
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10.
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Shareholder Proposal - Amend the
Companys compensation clawback policy.
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11.
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Shareholder Proposal - Adopt a permanent
policy that the Chairman be independent.
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To consider such other business as may
properly come before the meeting or any adjournment or postponement
thereof.
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The Board of Directors recommends that you
vote FOR the election of each of the nominees for director, FOR the ratification
of the appointment of the independent registered public accounting firm for the
2017 fiscal year, FOR executive compensation, in favor of an advisory vote on
executive compensation every year and FOR the Amended and Restated Caterpillar
Inc. 2014 Long-Term Incentive Plan. The Board of Directors recommends that you
vote AGAINST the six shareholder proposals.
THIS IS NOT A PROXY CARD. If you wish to cast
your vote on a traditional proxy card, you must request that a paper copy of the
proxy materials be mailed to you by following the instructions on the reverse
side of this notice.
These items of business are more fully
described in the proxy materials relating to the annual meeting. Follow the
instructions on the reverse side of this notice to view the proxy materials and
vote via the Internet or to request a paper or e-mail copy of the proxy
materials. Any action on the items of business described above may be considered
at the annual meeting at the time and on the date specified above or at any time
and date to which the annual meeting may be properly adjourned or
postponed.
You are entitled to vote at the annual meeting
only if you were a shareholder of Caterpillar Inc. as of the close of business
on April 17, 2017, which is the record date for the annual meeting.
You must have an admission ticket to attend
the meeting. Procedures for requesting an admission ticket are included in the
proxy materials. Directions to attend the meeting will be provided along with
admission tickets.
Christopher M. Reitz
Corporate Secretary
Caterpillar (NYSE:CAT)
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