8-KShareholder Matters

CATERPILLAR INC 8-K Report, Shareholder Vote Results (Jun 17, 2013)

Filed June 17, 2013For Securities:CAT

Summary

Caterpillar Inc. (CAT) filed an 8-K report on June 17, 2013, detailing the results of its 2013 Annual Meeting of Stockholders held on June 12, 2013. The report indicates overwhelming support from shareholders for the company's nominees for the Board of Directors and for the ratification of PricewaterhouseCoopers LLP as the independent registered public accounting firm. Additionally, the advisory vote on executive compensation received approval. However, several stockholder proposals, including those related to majority vote standards for director elections, stockholder action by written consent, executive stock retention, sustainability measures in executive compensation, review of global corporate standards, and sales to Sudan, did not receive majority support from shareholders. These outcomes suggest that while management and the board's recommendations were largely followed on key governance and executive matters, there is a segment of shareholders advocating for changes in corporate governance and social responsibility policies.

Key Highlights

  • 1All director nominees presented at the 2013 Annual Meeting were elected with significant support from shareholders.
  • 2PricewaterhouseCoopers LLP was ratified as Caterpillar's independent registered public accounting firm with overwhelming approval.
  • 3The advisory vote on executive compensation was approved by a majority of shareholders.
  • 4Shareholder proposals regarding a majority vote standard for director elections, action by written consent, and executive stock retention were not approved.
  • 5Shareholder proposals concerning sustainability measures in executive compensation, review of global corporate standards, and sales to Sudan also failed to gain majority support.
  • 6The results indicate strong endorsement for the current board and auditor, while also highlighting ongoing shareholder interest in specific governance and corporate responsibility issues.
  • 7Broker non-votes were a significant factor in the voting tallies for several proposals.

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