8-K/AShareholder MattersExhibits & Filings

CATERPILLAR INC 8-K/A Report, Shareholder Vote Results (Aug 2, 2019)

Filed August 2, 2019For Securities:CAT

Summary

This 8-K/A filing from Caterpillar Inc. serves as an amendment to a previous filing, correcting the vote counts from its 2019 Annual Shareholders Meeting held on June 12, 2019. While the outcomes of all proposals remain unchanged, the company is providing updated, accurate voting figures as informed by its inspector of elections. The primary purpose of this amendment is to ensure transparency and accuracy in reporting shareholder decisions, reflecting corrected calculations for director elections, ratification of the independent auditor, advisory vote on executive compensation, and two shareholder proposals. For investors, the corrected results indicate continued strong shareholder support for the election of directors, the ratification of PricewaterhouseCoopers LLP as the auditor, and the company's executive compensation practices. Notably, both shareholder proposals, one concerning proxy access resubmission thresholds and another requesting a report on activities in conflict-affected areas, did not receive majority support and therefore were not approved. This filing reassures stakeholders of the stability of the board and governance practices, while also highlighting shareholder sentiment on specific governance and operational policy issues.

Key Highlights

  • 1Caterpillar Inc. filed an 8-K/A to provide corrected voting results from its June 12, 2019 Annual Shareholders Meeting.
  • 2The corrected vote totals do not alter the outcome of any matter voted upon.
  • 3All nominated directors were re-elected, with strong majority support for each nominee.
  • 4Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2019.
  • 5An advisory vote to approve executive compensation also received majority shareholder approval.
  • 6A shareholder proposal to amend proxy access to remove the resubmission threshold was not approved.
  • 7A shareholder proposal requesting a report on activities in conflict-affected areas was also not approved.

Frequently Asked Questions

Caterpillar is filing this amendment (8-K/A) to correct calculation errors in the voting results from its 2019 Annual Shareholders Meeting, as reported by its inspector of elections. The company is committed to providing accurate information to its shareholders.

No, the corrected vote totals provided in this filing do not change the outcome of any of the matters that were submitted to a vote at the meeting. All proposals that were previously reported as passed or failed have the same outcome with the corrected numbers.

Shareholders approved, on an advisory basis, the company's executive compensation. The corrected results show significant majority support for this proposal.

No, both shareholder proposals that were voted on were not approved. These proposals related to amending proxy access to remove a resubmission threshold and requesting a report on activities in conflict-affected areas.