8-KShareholder MattersCorporate ChangesExhibits & Filings

CATERPILLAR INC 8-K Report, Bylaw Amendment (Jun 10, 2016)

Filed June 10, 2016For Securities:CAT

Summary

Caterpillar Inc. (CAT) filed an 8-K on June 10, 2016, primarily to report on actions taken at its annual shareholder meeting held on June 8, 2016, and to disclose amendments to its corporate bylaws. A significant governance change was the Board of Directors' adoption of amended and restated bylaws that remove the requirement for the CEO and Chairman of the Board roles to be combined. This change provides greater flexibility in board leadership structure and could signal a move towards separating these key executive functions. Furthermore, the filing details the voting outcomes for various proposals presented at the annual meeting. All director nominees were elected, and the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm was ratified. Shareholder approval was also obtained for the advisory vote on executive compensation. However, key stockholder proposals concerning lobbying reports, the right to act by written consent, and requiring an independent Board Chairman did not receive majority support from the shareholders.

Key Highlights

  • 1Caterpillar's Board of Directors amended and restated the company's bylaws, effective June 8, 2016.
  • 2A key bylaw change removes the mandate that the CEO and Chairman of the Board positions must be combined.
  • 3The bylaws now clarify that independent directors will appoint a presiding director if the Chairman is not independent.
  • 4The requirement for a majority of the board to call a special board meeting was implemented, replacing the previous two-director threshold.
  • 5All director nominees were elected at the June 8, 2016 annual meeting of stockholders.
  • 6PricewaterhouseCoopers LLP was ratified as Caterpillar's independent registered public accounting firm for 2016.
  • 7The advisory vote on executive compensation was approved by stockholders.

Frequently Asked Questions

The most significant change is the amendment to the bylaws that removes the requirement for the Chief Executive Officer and Chairman of the Board positions to be combined. This allows for the potential separation of these roles, offering greater flexibility in leadership structure.

All director nominees were elected. The appointment of PricewaterhouseCoopers LLP as the auditor was ratified, and the advisory vote on executive compensation was approved. However, shareholder proposals regarding lobbying reports, the right to act by written consent, and requiring an independent Chairman did not pass.

Yes, the amended bylaws now require a majority of the board of directors to call a special meeting, replacing the previous requirement of just two directors. The presiding director and the CEO are now also authorized to call special meetings.

No, none of the three stockholder proposals (regarding lobbying reports, right to act by written consent, and independent board chairman) received majority support from the shareholders at the annual meeting.