8-KLeadership Changes

CATERPILLAR INC 8-K Report, Executive Changes (Apr 10, 2018)

Filed April 10, 2018For Securities:CAT

Summary

Caterpillar Inc. (CAT) announced the retirement of Robert B. Charter, Group President, Customer & Dealer Support, effective June 1, 2018. This departure, while routine, includes specific terms outlined in a Retention and Retirement Agreement. Investors should note the financial implications of this agreement, including a cash payment and the treatment of outstanding equity awards. The agreement details a cash payment of approximately $2.97 million to Mr. Charter upon his retirement. While most equity awards will be treated per their terms, certain awards made in March 2018 will be forfeited. Notably, a 2017 performance-based restricted stock unit award will remain active. The company has also waived relocation policy provisions, meaning Mr. Charter will not need to reimburse the company for relocation expenses. The agreement also includes standard restrictive covenants such as non-competition and confidentiality.

Key Highlights

  • 1Robert B. Charter, Group President, Customer & Dealer Support, to retire effective June 1, 2018.
  • 2Mr. Charter will receive a cash payment of $2,967,125 upon retirement.
  • 3Certain equity awards granted in March 2018 will be forfeited.
  • 4A 2017 performance-based restricted stock unit award will remain outstanding post-retirement.
  • 5Caterpillar will waive relocation reimbursement requirements for Mr. Charter.
  • 6The retirement agreement includes non-competition, non-solicitation, non-disparagement, confidentiality, and cooperation clauses.

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