8-K/ALeadership ChangesExhibits & Filings

CUMMINS INC 8-K/A Report, Executive Changes (Jul 20, 2009)

Filed July 20, 2009For Securities:CMI

Summary

This filing is an amendment (8-K/A) to a previous Form 8-K from Cummins Inc. (CMI), primarily to correct an inadvertent omission and add clarification regarding a stock incentive plan amendment. Investors should note that the amendment clarifies an approved increase in the total number of shares available under the 2003 Stock Incentive Plan. This increase, approved by shareholders on May 12, 2009, raises the aggregate share pool from 10 million to 13.5 million shares, potentially impacting future equity-based compensation for officers and employees. The filing also addresses a procedural correction by including a conformed signature on the original Form 8-K. While this amendment doesn't introduce new material events, it serves to rectify previous filings for accuracy and completeness, particularly concerning the compensatory arrangements for officers and the governance principles of the company.

Key Highlights

  • 1Amendment to Form 8-K to correct filing omissions and add disclosure.
  • 2Shareholders approved an amendment to the 2003 Stock Incentive Plan on May 12, 2009.
  • 3The amendment increases the aggregate number of shares available for awards under the stock incentive plan from 10 million to 13.5 million.
  • 4This increase impacts the pool for stock options, stock appreciation rights, performance shares, or other rights.
  • 5The filing provides a conformed signature for a previously filed Form 8-K.
  • 6Revised Corporate Governance Principles are also referenced.
  • 7The primary purpose of this filing is to ensure accuracy and completeness of previous disclosures.

Frequently Asked Questions

This filing is an amendment to a previous Form 8-K to correct inadvertent omissions. Specifically, it adds a conformed signature to an earlier filing and provides additional disclosure regarding an amendment to the Cummins Inc. 2003 Stock Incentive Plan.

The amendment, approved by shareholders on May 12, 2009, increases the total number of common shares available for awards under the plan from 10 million to 13.5 million. This expanded pool can be used for stock options, stock appreciation rights, performance shares, and other equity-based awards.

No, this 8-K/A filing is primarily administrative and corrective. It does not introduce new financial statements or performance metrics but rather clarifies and corrects previous disclosures related to compensation plans and signatures.

The increase in authorized shares for the incentive plan can lead to potential dilution of existing shareholder equity over time as new shares are issued for awards. Investors should monitor the company's use of this expanded pool for equity compensation.