8-KLeadership ChangesExhibits & Filings

CATERPILLAR INC 8-K Report, Executive Changes (Oct 17, 2016)

Filed October 17, 2016For Securities:CAT

Summary

Caterpillar Inc. (CAT) announced significant leadership changes through an 8-K filing on October 17, 2016. The most impactful news for investors is the upcoming retirement of CEO Douglas R. Oberhelman, effective January 1, 2017. He will be succeeded by D. James Umpleby III, who is also appointed to the Board of Directors. Mr. Oberhelman will transition to Executive Chairman of the Board until March 31, 2017, and Edward B. Rust, Jr. will relinquish his presiding director role but remain on the Board. Further enhancing leadership transition, David L. Calhoun has been elected as the non-executive Chairman of the Board, effective April 1, 2017. These changes signal a planned succession, with Mr. Umpleby, currently Group President of Energy & Transportation, poised to lead the company. His compensation package has been adjusted to reflect his new role, including a salary increase and a higher target incentive award.

Key Highlights

  • 1D. James Umpleby III appointed Chief Executive Officer, effective January 1, 2017.
  • 2Current CEO Douglas R. Oberhelman will retire on January 1, 2017.
  • 3David L. Calhoun appointed as non-executive Chairman of the Board, effective April 1, 2017.
  • 4Douglas R. Oberhelman to serve as Executive Chairman of the Board until March 31, 2017.
  • 5Edward B. Rust, Jr. will step down as presiding director but remain on the Board.
  • 6D. James Umpleby III's annual salary will increase to $1,200,000 effective January 1, 2017.
  • 7Mr. Umpleby's target award under the Annual Executive Incentive Plan increases from 115% to 150% of base salary.

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