8-KShareholder Matters

CUMMINS INC 8-K Report, Shareholder Vote Results (May 15, 2024)

Filed May 15, 2024For Securities:CMI

Summary

Cummins Inc. (CMI) filed an 8-K on May 14, 2024, detailing the results of its 2024 Annual Meeting of Shareholders held on May 13, 2024. The filing primarily covers the voting outcomes on several key proposals presented to shareholders. All eleven director nominees were overwhelmingly elected, and the appointment of PricewaterhouseCoopers LLP as the company's auditor for 2024 was ratified with strong support. Shareholders also voted on an advisory basis regarding the compensation of named executive officers, with a majority of votes cast in favor. However, two shareholder proposals faced significant opposition: one requesting an independent board chairman and another seeking to link executive compensation to achieving 1.5°C emissions reductions. The outcomes of these proposals suggest a divergence of opinion between management/board recommendations and a portion of the shareholder base on these specific governance and environmental, social, and governance (ESG) matters.

Key Highlights

  • 1All eleven director nominees for a one-year term were elected with substantial majority support.
  • 2Shareholders ratified the appointment of PricewaterhouseCoopers LLP as the company's auditor for 2024, indicating strong confidence in the independent audit function.
  • 3An advisory vote on the compensation of named executive officers received majority approval, showing general shareholder alignment with executive pay practices.
  • 4A shareholder proposal for an independent board chairman was not approved, with a majority of votes cast AGAINST the proposal.
  • 5A shareholder proposal to link executive compensation to achieving 1.5°C emissions reductions was also not approved, receiving significant opposition.
  • 6Approximately 82.5% of all eligible votes were represented at the Annual Meeting, demonstrating robust shareholder engagement.

Frequently Asked Questions

Yes, all eleven director nominees were elected for a one-year term to expire at the Company’s 2025 annual meeting of shareholders. Each nominee received a significant majority of the votes cast in their favor.

Yes, shareholders ratified the appointment of PricewaterhouseCoopers LLP as Cummins Inc.'s auditors for 2024. This proposal received very strong support, with over 107 million votes in favor.

The shareholder proposal requesting an independent board chairman was not approved. The majority of votes cast were against this proposal.

The shareholder proposal seeking to link executive compensation to achieving 1.5°C emissions reductions did not pass. The majority of votes cast were against this proposal, indicating a lack of shareholder support for this specific ESG-linked compensation measure at this time.