8-KCorporate ChangesExhibits & Filings

CATERPILLAR INC 8-K Report, Bylaw Amendment (Dec 10, 2015)

Filed December 10, 2015For Securities:CAT

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.

Frequently Asked Questions

The main purpose of this 8-K filing is to announce that Caterpillar Inc.'s Board of Directors has approved amendments to the company's bylaws, specifically implementing a "proxy access" provision.

Proxy access means that certain eligible shareholders can now nominate their own candidates for the Board of Directors, and these nominees can be included in Caterpillar's official proxy statement for shareholder meetings. This gives long-term, significant shareholders a mechanism to influence board composition.

To utilize proxy access, a shareholder (or a group of up to 20 shareholders) must have continuously owned at least 3% of Caterpillar's outstanding common stock for a minimum of three years prior to submitting their nomination. They must also comply with other specified requirements in the bylaws.

The amended bylaws, including the proxy access provision, became effective immediately upon approval by the Board of Directors on December 9, 2015. It will be available for use by eligible stockholders in connection with Caterpillar's 2016 annual meeting of stockholders.