| Item 5.07 | Submission of Matters to a Vote of Security Holders |
Set forth below are the voting results for each of the matters submitted
to a vote of the Company’s shareholders at the Annual Meeting.
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 |
337,153,577 |
26,152,270 |
1,006,370 |
77,106,982 |
David L. Calhoun |
346,579,592 |
16,528,916 |
1,203,075 |
77,106,982 |
Daniel M. Dickinson |
338,028,087 |
25,088,162 |
1,195,968 |
77,106,982 |
James C. Fish, Jr. |
359,142,893 |
3,419,332 |
1,749,992 |
77,106,982 |
Gerald Johnson |
352,698,931 |
10,450,262 |
1,163,025 |
77,106,982 |
David W. MacLennan |
352,864,097 |
10,238,729 |
1,209,391 |
77,106,982 |
Judith F. Marks |
357,546,076 |
4,757,086 |
2,009,055 |
77,106,982 |
Debra L. Reed-Klages |
351,717,023 |
11,231,803 |
1,363,391 |
77,106,982 |
Susan C. Schwab |
347,508,232 |
15,859,588 |
944,396 |
77,106,982 |
D. James Umpleby III |
340,583,197 |
22,564,980 |
1,164,040 |
77,106,982 |
Rayford Wilkins, Jr. |
351,375,110 |
11,855,308 |
1,081,800 |
77,106,982 |
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 2023 was approved with the following vote:
|
|
|
|
|
|
|
|
|
For |
Against |
Abstain |
422,584,139 |
17,764,420 |
1,070,640 |
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 |
337,625,659 |
24,751,142 |
1,935,416 |
77,106,982 |
Proposal 4 - Company Proposal - Advisory Vote on the Frequency
of Executive Compensation Votes
The proposal requesting that the shareholders of the Company approve
executive compensation, on an advisory basis, every one, two or three years received the following votes:
One Year |
Two Years |
Three Years |
Abstain |
Broker Non-Votes |
354,150,471 |
1,253,898 |
7,540,750 |
1,367,098 |
77,106,982 |
Consistent with a majority of votes cast with
respect to this proposal and with the recommendation of the Board of Directors, the Company will hold a shareholder advisory vote on executive
compensation annually until the next required vote on the frequency of shareholder votes on executive compensation.
Proposal 5 – Company Proposal – Approval of Caterpillar
Inc. 2023 Long-Term Incentive Plan
The proposal requesting that the shareholders of the Company approve
the Plan was approved with the following vote:
For |
Against |
Abstain |
Broker Non-Votes |
343,730,656 |
18,868,155 |
1,708,848 |
77,106,982 |
Proposal 6 - Shareholder Proposal - Report on Corporate Climate
Lobbying in Line with Paris Agreement
The proposal requesting that the Board of Directors issue a report
describing if, and how, Company lobbying and policy influence activities align with the goal of the Paris Agreement to limit average global
warming was not approved based on the following vote:
For |
Against |
Abstain |
Broker Non-Votes |
102,172,952 |
257,373,570 |
4,765,695 |
77,106,982 |
Proposal 7 - Shareholder Proposal - Lobbying Disclosure
The proposal requesting the Board of Directors annually provide additional
disclosure on the Company’s direct and indirect lobbying and grassroots policy and procedures, payments and decision-making processes
was not approved based on the following vote:
For |
Against |
Abstain |
Broker Non-Votes |
105,105,356 |
254,563,554 |
4,643,307 |
77,106,982 |
Proposal 8 - Shareholder Proposal - Report on Activities in Conflict-Affected
Areas
The proposal requesting that the Company report on business activities
in conflict-affected and high-risk areas was not approved based on the following vote:
For |
Against |
Abstain |
Broker Non-Votes |
51,666,560 |
307,250,497 |
5,395,160 |
77,106,982 |
Proposal 9 - Shareholder Proposal - Civil Rights, Non-Discrimination
and Return to Merits Audit
The proposal requesting that the Board of Directors commission an audit
analyzing the impacts of the Company’s Diversity, Equity & Inclusion policies was not approved based on the following vote:
For |
Against |
Abstain |
Broker Non-Votes |
6,236,964 |
353,646,222 |
4,429,032 |
77,106,982 |