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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8KIMAGE1A031.JPG
 
 
 
 
 
FORM
8-K
 
 
 
 
 
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
June 15, 2020
CATERPILLAR INC.
(Exact name of registrant as specified in its charter)
 
Delaware
1-768
37-0602744
 
(State or other jurisdiction of incorporation)
 (Commission File Number)
 (I.R.S Employer Identification No.)
 
 
510 Lake Cook Road,
Suite 100,
Deerfield,
Illinois
60015
 
(Address of principal executive offices)
 
(Zip Code)
 
Registrant’s telephone number, including area code:
(224)
551-4000
Former name or former address, if changed since last report:
N/A
 
☐
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
 
 
☐
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
 
 
☐
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
 
 
☐
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 
 
 
Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Trading Symbol (s)
Name of each exchange which registered
Common Stock ($1.00 par value)
CAT
The New York Stock Exchange
9 3/8% Debentures due March 15, 2021
CAT21
The New York Stock Exchange
8% Debentures due February 15, 2023
CAT23
The New York Stock Exchange
5.3% Debentures due September 15, 2035
CAT35
The New York Stock Exchange
 
 
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
☐
 
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.
☐
 




Item 5.07    Submission of Matters to a Vote of Security Holders

On June 10, 2020, Caterpillar Inc. (the “Company”) held a virtual 2020 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
369,125,084
6,507,073
1,148,664
93,766,354
David L. Calhoun
363,505,583
9,905,031
3,370,207
93,766,354
Daniel M. Dickinson
360,306,884
15,175,282
1,298,655
93,766,354
Juan Gallardo
364,400,473
11,108,456
1,271,892
93,766,354
William A. Osborn
360,409,620
15,041,774
1,329,426
93,766,354
Debra L. Reed-Klages
371,956,759
3,642,558
1,181,504
93,766,354
Edward B. Rust, Jr.
360,900,244
14,644,429
1,236,148
93,766,354
Susan C. Schwab
364,667,840
10,792,321
1,320,660
93,766,354
D. James Umpleby III
354,839,926
19,556,414
2,374,481
93,766,354
Miles D. White
362,422,694
13,072,265
1,285,862
93,766,354
Rayford Wilkins, Jr.
371,499,341
4,023,259
1,258,221
93,766,354


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 2020 was approved with the following vote:

For
Against
Abstain
447,405,589
21,859,186
1,282,400


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
351,313,478
22,742,934
2,724,409
93,766,354






Proposal 4 – Shareholder Proposal – Provide a Report on Lobbying Activities

The proposal requesting that the Board of Directors provide an annual report of the Company's direct and indirect lobbying activities and expenditures was not approved based on the following vote:

For
Against
Abstain
Broker Non-Votes
124,661,480
246,989,885
5,129,446
93,766,354

    
Proposal 5 – Shareholder Proposal – Independent Board Chairman

The proposal requesting the Board of Directors adopt a policy and amend the Company’s governing documents
to require the Chairman of the Board be an independent member of the Board was not approved based on the following vote:

For
Against
Abstain
Broker Non-Votes
114,041,763
259,982,425
2,756,633
93,766,354


Proposal 6 – Shareholder Proposal – Shareholder Action by Written Consent

The proposal requesting that the Board of Directors adopt a policy and 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
165,515,378
207,521,915
3,743,528
93,766,354



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.

 
CATERPILLAR INC.
 
 
 
 
June 15, 2020
By:
/s/ Suzette M. Long
 
 
Suzette M. Long
Chief Legal Officer, General Counsel & Corporate Secretary
 
 
 








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