Summary
Caterpillar Inc. (CAT) filed an 8-K report on December 10, 2015, primarily announcing amendments to its corporate bylaws, effective December 9, 2015. The most significant change is the adoption of a "proxy access" provision. This provision allows eligible stockholders, under specific conditions, to nominate directors for inclusion in the company's proxy materials for annual meetings. This move by the Board of Directors reflects a response to evolving corporate governance trends and shareholder engagement practices. Investors should note that this change empowers long-term, significant shareholders to have a more direct say in board composition. The proxy access provision requires a stockholder or a group of up to 20 stockholders to have continuously held at least 3% of the company's outstanding common stock for a minimum of three years. The nominated director(s) cannot exceed the greater of two directors or 20% of the board's total membership.
Key Highlights
- 1Caterpillar Inc. adopted amended and restated bylaws effective December 9, 2015.
- 2The primary amendment introduces a "proxy access" provision.
- 3Proxy access allows eligible stockholders to nominate directors for inclusion in company proxy materials.
- 4To be eligible, a stockholder or group of up to 20 stockholders must own at least 3% of common stock continuously for three years.
- 5Eligible stockholders can nominate up to the greater of two directors or 20% of the board.
- 6The proxy access provision will be applicable starting with the Company's 2016 annual meeting of stockholders.
- 7This filing also includes the amended bylaws as an exhibit.