8-KShareholder MattersExhibits & Filings

CATERPILLAR INC 8-K Report, Shareholder Vote Results (Jun 11, 2021)

Filed June 11, 2021For Securities:CAT

Summary

This 8-K filing from Caterpillar Inc. (CAT) details the results of its 2021 Annual Shareholders Meeting held on June 9, 2021. The primary focus for investors is the overwhelming approval of all company-proposed matters, including the election of directors and the ratification of its independent auditor, PricewaterhouseCoopers LLP. Additionally, shareholders approved, on an advisory basis, the company's executive compensation. While the company-backed proposals passed with substantial support, several shareholder-led proposals, focusing on areas like climate policy disclosure, diversity and inclusion reporting, transitioning to a public benefit corporation, and allowing shareholder action by written consent, did not receive majority approval. This indicates a general alignment between the board's recommendations and the voting outcomes on core governance and financial matters.

Key Highlights

  • 1All director nominees presented by Caterpillar Inc. were elected to one-year terms, demonstrating shareholder confidence in the current board leadership.
  • 2Shareholders overwhelmingly ratified the appointment of PricewaterhouseCoopers LLP as Caterpillar's independent registered public accounting firm for 2021.
  • 3An advisory vote on executive compensation for the company's named executive officers was approved by shareholders.
  • 4Shareholder proposals concerning enhanced climate policy disclosure, diversity and inclusion reporting, and the transition to a public benefit corporation did not pass.
  • 5A shareholder proposal to permit shareholder action by written consent was also not approved by the majority of votes.
  • 6The virtual format of the 2021 Annual Shareholders Meeting was noted in the filing.

Frequently Asked Questions

The meeting resulted in the election of all director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and the approval of executive compensation on an advisory basis. Most shareholder-proposed resolutions did not receive majority support.

Yes, shareholders approved the company's executive compensation on an advisory basis, meaning they voted in favor of the compensation as presented, although the vote is non-binding.

Shareholder proposals that did not receive majority approval included requests for additional disclosure on climate policy, an annual report on diversity and inclusion, a transition to a public benefit corporation, and the ability for shareholders to take action by written consent.

The election of all director nominees with significant 'For' votes, even for the director who received the lowest support (Miles D. White with 303.9 million 'For' votes), indicates broad shareholder confidence in the current board and its oversight.