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PACCAR INC 8-K Report, Executive Changes (May 3, 2024)

Filed May 3, 2024For Securities:PCAR

Summary

PACCAR Inc (PCAR) filed an 8-K on May 2, 2024, primarily detailing changes in its Board of Directors and the approval of Long-Term Performance Cash Awards (LTIP Cash Awards) for its Named Executive Officers. Three new directors, Pierre R. Breber, Brice C. Hill, and Luiz A. S. Pretti, will join the Board effective July 1 and September 1, 2024, respectively, increasing the Board's size. The company also disclosed the CEO-to-median employee pay ratio for 2023, which stood at 224 to 1. The filing also reported the outcome of PACCAR's annual stockholder meeting held on April 30, 2024. Key proposals, including the election of directors, approval of a restricted stock and deferred compensation plan for non-employee directors, advisory votes on executive compensation, and ratification of independent auditors, all received affirmative votes. A stockholder proposal regarding climate-related policy engagement was not approved.

Key Highlights

  • 1PACCAR's Board of Directors will expand with the addition of three new members: Pierre R. Breber and Brice C. Hill (effective July 1, 2024), and Luiz A. S. Pretti (effective September 1, 2024).
  • 2The Compensation Committee approved Long-Term Performance Cash Awards (LTIP Cash Awards) for the 2021-2023 cycle, significantly increasing the total compensation for Named Executive Officers.
  • 3The disclosed CEO-to-median employee compensation ratio for 2023 was 224 to 1, with the CEO's total compensation at $20,908,665 and the median employee's at $93,387.
  • 4All nominated directors were elected at the annual stockholder meeting held on April 30, 2024.
  • 5The Third Amended and Restated Restricted Stock and Deferred Compensation Plan for Non-Employee Directors was approved by shareholders.
  • 6Advisory votes to approve executive compensation and ratify independent auditors received shareholder approval.
  • 7A stockholder proposal concerning climate-related policy engagement did not pass.

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