8-KShareholder Matters

CUMMINS INC 8-K Report, Shareholder Vote Results (May 11, 2022)

Filed May 11, 2022For Securities:CMI

Summary

Cummins Inc. (CMI) filed an 8-K report on May 10, 2022, detailing the results of its 2022 Annual Meeting of Shareholders held on May 9, 2022. The report indicates overwhelmingly positive shareholder support for key governance matters, including the election of all thirteen director nominees and the ratification of PricewaterhouseCoopers LLP as the company's auditor for 2022. A significant majority of shareholders also voted in favor of the advisory resolution on executive compensation, demonstrating confidence in the company's leadership and financial oversight. While the majority of shareholders supported the company's existing structure, a shareholder proposal advocating for an independent board chairman did not pass, with a majority voting against it. The company has also appointed Thomas J. Lynch as the independent Lead Director, who will also chair the Governance and Nominating Committee, following the meeting. Overall, the results suggest strong shareholder alignment with the company's strategic direction and corporate governance practices.

Key Highlights

  • 1All thirteen director nominees were elected for a one-year term, with significant majority support.
  • 2Shareholders provided an advisory vote in favor of the compensation of the Company's named executive officers.
  • 3The appointment of PricewaterhouseCoopers LLP as the Company's auditors for 2022 was ratified by a substantial majority of votes.
  • 4A shareholder proposal requesting an independent board chairman did not pass, with a majority voting against it.
  • 5Thomas J. Lynch was elected as the independent Lead Director and chair of the Governance and Nominating Committee by the independent members of the Board.
  • 6Approximately 85.16% of outstanding shares were represented at the Annual Meeting, indicating strong shareholder participation.

Frequently Asked Questions

The main outcomes included the election of all thirteen director nominees, an advisory vote in favor of executive compensation, the ratification of the company's auditor (PricewaterhouseCoopers LLP), and the rejection of a shareholder proposal for an independent board chairman. Thomas J. Lynch was also appointed as the independent Lead Director.

All thirteen director nominees received strong majority support for their election to a one-year term. Votes 'For' each director were significantly higher than votes 'Against,' indicating shareholder confidence in the board.

The shareholder proposal advocating for an independent board chairman did not pass. A majority of the votes cast were against the proposal, with approximately 39.9 million votes in favor and 67.8 million votes against.

Following the Annual Meeting, the independent members of the Board of Directors elected Thomas J. Lynch to serve as the independent Lead Director of the Board and chair of the Governance and Nominating Committee.