8-KLeadership ChangesCorporate ChangesExhibits & Filings

CUMMINS INC 8-K Report, Executive Changes (Feb 14, 2008)

Filed February 14, 2008For Securities:CMI

Summary

This 8-K filing from Cummins Inc. (CMI) primarily announces two key corporate governance changes. Firstly, Robert K. Herdman has been elected to the Board of Directors, bringing significant expertise in accounting and financial regulation, including his former role as Chief Accountant for the SEC. His appointment is expected to bolster the company's commitment to transparency in financial reporting. Secondly, the company amended its By-Laws to allow Director J. Lawrence Wilson to serve beyond the standard age limit of 72, extending it to 73 specifically for him, in recognition of his leadership. These changes, effective February 12, 2008, are routine but highlight the company's focus on board composition and director tenure, aiming to maintain experienced leadership while adhering to governance policies.

Key Highlights

  • 1Robert K. Herdman elected to Cummins' Board of Directors, effective February 12, 2008.
  • 2Herdman brings extensive accounting and financial regulatory experience, including prior role as SEC Chief Accountant.
  • 3Herdman will serve on the Audit, Finance and Technology and Environment committees.
  • 4Cummins amended its By-Laws to permit Director J. Lawrence Wilson to serve until age 73, one year beyond the standard policy.
  • 5The amendment recognizes J. Lawrence Wilson's leadership and contributions.
  • 6All directors are elected annually and stand for re-election at the shareholder meeting.
  • 7The press release included in the filing provides additional background on Herdman's qualifications and Cummins' business.

Frequently Asked Questions

The primary purpose of this 8-K filing is to announce two key corporate governance developments: the election of a new director, Robert K. Herdman, and an amendment to the company's By-Laws regarding director age limits for J. Lawrence Wilson.

Robert K. Herdman was appointed to the Board due to his extensive experience in accounting and financial regulation, including his past role as Chief Accountant for the U.S. Securities and Exchange Commission (SEC). Cummins believes his expertise will be valuable in ensuring financial transparency and providing counsel.

The By-Laws were amended to allow Director J. Lawrence Wilson to serve on the Board until age 73, an extension of one year beyond the company's general policy that directors reaching age 72 are not eligible for re-election. This exception was made to recognize Wilson's leadership and contributions.

This filing does not directly report financial performance, as it pertains to corporate governance. However, the appointment of a director with strong financial and regulatory expertise like Robert K. Herdman is intended to reinforce investor confidence in the company's commitment to transparency and sound financial oversight.