Summary
This Form 8-K filing from Caterpillar Inc. (CAT), dated December 15, 2006, primarily announces a change in the Board of Directors. Specifically, Mr. Daniel M. Dickinson was elected as an independent director, effective immediately, filling a vacancy created by an increase in the board size from thirteen to fourteen members. Mr. Dickinson's term is set to expire at the annual stockholders' meeting in 2009, and he has also been appointed to the Compensation Committee of the Board. The filing also details Mr. Dickinson's compensation for his directorship. For the remainder of 2006, he will receive a prorated amount of $7,500, with the option to receive it in cash or stock. In 2007, his compensation will align with existing programs for non-employee directors, including an annual retainer and stock-based awards. The report confirms that Mr. Dickinson's election was not part of any undisclosed arrangement and he has no reportable transactions with the company or its related parties under Regulation S-K.
Key Highlights
- 1Caterpillar Inc. elected Daniel M. Dickinson as an independent director to its Board of Directors, effective December 13, 2006.
- 2Mr. Dickinson's election increased the size of the Board from thirteen to fourteen directors.
- 3Mr. Dickinson's term as director will expire at the annual stockholders' meeting in 2009.
- 4Mr. Dickinson has been appointed as a member of the Compensation Committee of the Board.
- 5For 2006, Mr. Dickinson will receive a prorated compensation of $7,500, payable in cash or stock.
- 6In 2007, Mr. Dickinson will receive compensation consistent with other non-employee directors, including retainer and stock awards.
- 7The election was not pursuant to any arrangement with a third party, and Mr. Dickinson has no reportable transactions with the company.