8-K/ALeadership ChangesRegulation FDExhibits & Filings

CATERPILLAR INC 8-K/A Report, Executive Changes (Jun 11, 2010)

Filed June 11, 2010For Securities:CAT

Summary

This 8-K/A filing from Caterpillar Inc. (CAT) on June 11, 2010, is an amendment to a prior filing and primarily announces leadership changes and associated executive compensation adjustments. The key event is the election of Douglas R. Oberhelman as Chief Executive Officer (CEO) and a member of the Board of Directors, effective July 1, 2010. Mr. Oberhelman will also assume the role of Chairman of the Board on November 1, 2010, succeeding James W. Owens, who will remain CEO until June 30, 2010, and retire as Chairman on October 31, 2010. In conjunction with these leadership transitions, Caterpillar's Compensation Committee approved significant adjustments to Mr. Oberhelman's compensation package. These adjustments include phased increases in his base salary, target awards under the Executive Short-Term Incentive Plan (ESTIP), and target awards under the Long-Term Cash Performance Plan (LTCPP), reflecting his expanded responsibilities. These changes are part of a previously disclosed succession plan, aiming for a smooth transition of leadership.

Key Highlights

  • 1Douglas R. Oberhelman elected as CEO of Caterpillar Inc., effective July 1, 2010.
  • 2Douglas R. Oberhelman to become Chairman of the Board, effective November 1, 2010.
  • 3James W. Owens will continue as CEO until June 30, 2010, and retire as Chairman on October 31, 2010.
  • 4The leadership transition is consistent with Caterpillar's previously disclosed succession plan.
  • 5Significant adjustments to Mr. Oberhelman's compensation were approved, including phased salary increases and higher incentive plan targets.
  • 6The filing includes details on restricted stock units (RSUs) and stock appreciation rights (SARs) previously granted to Mr. Oberhelman.
  • 7The company also issued a press release on June 9, 2010, announcing these leadership changes.

Frequently Asked Questions

Douglas R. Oberhelman has been elected as the new Chief Executive Officer (CEO) of Caterpillar Inc., effective July 1, 2010. He will also become Chairman of the Board on November 1, 2010.

James W. Owens will remain the Company's CEO through June 30, 2010. He will then retire as Chairman of the Board on October 31, 2010.

His compensation is being adjusted with phased increases. Effective July 1, 2010, his base salary will increase to $1,155,334, and his target awards for the ESTIP and LTCPP will be 125% and 150% of base salary, respectively. Further increases to $1,368,000 base salary and 135%/170% target awards for ESTIP/LTCPP will take effect on November 1, 2010.

Yes, the filing notes that as of March 3, 2010, Mr. Oberhelman was granted 9,271 restricted stock units (RSUs) and 272,282 stock appreciation rights (SARs) under the Company's 2006 Long-Term Incentive Plan.