8-KShareholder MattersRegulation FDExhibits & Filings

CATERPILLAR INC 8-K Report, Shareholder Vote Results (Jun 11, 2026)

Filed June 11, 2026For Securities:CAT

Summary

Caterpillar Inc. (CAT) filed an 8-K report on June 11, 2026, detailing the outcomes of its 2026 Annual Shareholders Meeting held on June 10, 2026. The meeting saw overwhelmingly positive shareholder support for the company's proposals. All director nominees were elected, and the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for 2026 was ratified. Furthermore, shareholders provided advisory approval for the company's executive compensation. In addition to the shareholder meeting results, the filing announced a significant increase in Caterpillar's quarterly cash dividend. The Board of Directors declared a dividend of $1.63 per share, a twelve-cent increase from the prior quarter, signaling confidence in the company's financial health and commitment to returning value to shareholders. A shareholder proposal to allow action by written consent was, however, not approved.

Key Highlights

  • 1All director nominees were overwhelmingly elected by shareholders for one-year terms.
  • 2Shareholders ratified the appointment of PricewaterhouseCoopers LLP as Caterpillar's independent auditor for 2026.
  • 3The advisory vote to approve executive compensation received strong shareholder support.
  • 4A shareholder proposal to permit action by written consent was not approved.
  • 5Caterpillar declared a quarterly cash dividend of $1.63 per share, an increase of $0.12 from the previous quarter.
  • 6The increased dividend will be paid on August 19, 2026, to shareholders of record on July 20, 2026.

Frequently Asked Questions

The key outcomes include the election of all director nominees, the ratification of PricewaterhouseCoopers LLP as the independent auditor, and advisory approval of executive compensation. A shareholder proposal seeking to allow action by written consent was not approved.

The new quarterly cash dividend is $1.63 per share. It is payable on August 19, 2026, to shareholders of record as of the close of business on July 20, 2026.

The increase of twelve cents per share to $1.63 signals the Board's confidence in the company's financial performance and its commitment to returning capital to shareholders. This is often viewed positively by investors as a sign of financial strength and future growth prospects.

The filing indicates that the shareholder proposal to permit action by written consent did not receive sufficient votes for approval, with 'Against' votes significantly outweighing 'For' votes.