8-KShareholder MattersRegulation FDExhibits & Filings

CATERPILLAR INC 8-K Report, Shareholder Vote Results (Jun 14, 2024)

Filed June 14, 2024For Securities:CAT

Summary

Caterpillar Inc. (CAT) held its 2024 Annual Shareholders Meeting on June 12, 2024, where key corporate governance and executive compensation matters were decided by shareholder votes. All director nominees were overwhelmingly elected, and the appointment of PricewaterhouseCoopers LLP as the independent auditor for 2024 was ratified with strong support. Shareholders also provided advisory approval for the company's executive compensation. In addition to the shareholder votes, the Board of Directors announced a significant increase in shareholder returns. A quarterly cash dividend of $1.41 per share was declared, marking an increase of $0.11 from the prior quarter. Furthermore, the Board authorized an additional $20.0 billion for its share repurchase program, bringing the total potential repurchase authorization to approximately $21.8 billion. These actions demonstrate the company's commitment to returning capital to shareholders and reflect confidence in its financial performance.

Key Highlights

  • 1All nominated directors were successfully elected to the Board for one-year terms, indicating strong shareholder confidence in current leadership.
  • 2PricewaterhouseCoopers LLP was ratified as Caterpillar's independent auditor for 2024 with substantial shareholder approval.
  • 3Shareholders provided advisory approval for the company's executive compensation plan.
  • 4The quarterly cash dividend was increased to $1.41 per share, an 11-cent rise from the previous dividend, payable on August 20, 2024.
  • 5The share repurchase authorization was significantly enhanced with an additional $20.0 billion, bringing the total potential repurchase amount to approximately $21.8 billion.
  • 6Two shareholder proposals – one seeking an independent Board Chairman and another regarding lobbying disclosure – did not receive majority support.
  • 7A shareholder proposal to limit director board service also failed to gain approval.

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