CATERPILLAR INC. (NYSE:CAT) Files An 8-K Submission of Matters to a Vote of Security HoldersItem 5.07Submission of Matters to a Vote of Security Holders
On June 13, 2018, Caterpillar Inc. (the “Company”) held its 2018 Annual Shareholders Meeting. Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders.
Proposal 1 – Company Proposal – Election of Directors
All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:
|
Director |
For |
Against |
Abstain |
Broker Non-Votes |
|
Kelly A. Ayotte |
405,559,838 |
3,784,873 |
1,231,716 |
113,429,120 |
|
David L. Calhoun |
397,703,220 |
10,351,671 |
2,521,536 |
113,429,120 |
|
Daniel M. Dickinson |
402,614,012 |
6,619,921 |
1,342,494 |
113,429,120 |
|
Juan Gallardo |
399,761,664 |
9,379,589 |
1,435,174 |
113,429,120 |
|
Dennis A. Muilenburg |
405,832,564 |
3,436,895 |
1,306,968 |
113,429,120 |
|
William A. Osborn |
396,720,613 |
12,482,140 |
1,373,674 |
113,429,120 |
|
Debra L. Reed |
396,923,369 |
12,383,310 |
1,269,748 |
113,429,120 |
|
Edward B. Rust, Jr. |
399,035,875 |
10,207,425 |
1,333,127 |
113,429,120 |
|
Susan C. Schwab |
403,086,954 |
6,280,210 |
1,209,263 |
113,429,120 |
|
D. James Umpleby, III |
404,026,940 |
5,146,273 |
1,403,214 |
113,429,120 |
|
Miles D. White |
369,892,592 |
39,209,525 |
1,474,310 |
113,429,120 |
|
Rayford Wilkins, Jr. |
405,625,163 |
3,499,149 |
1,452,115 |
113,429,120 |
Proposal 2 – Company Proposal – Ratification of Independent Registered Accounting Firm
The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2018 was approved with the following vote:
|
For |
Against |
Abstain |
|
509,333,779 |
13,223,614 |
1,448,154 |
Proposal 3 – Company Proposal – Advisory vote on executive compensation
The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
386,989,020 |
21,018,057 |
2,569,350 |
113,429,120 |
Proposal 4 – Shareholder Proposal – Decrease Percent of Ownership Required to Call Special Shareholder Meeting
The proposal requesting that the Company give shareholders in the aggregate of 15 percent of the Company’s outstanding common stock the power to call a special shareholder meeting was not approved based on the following vote:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
135,960,702 |
272,072,682 |
2,543,043 |
113,429,120 |
Proposal 5 – Shareholder Proposal – Amend the Company’s Compensation Clawback Policy
The proposal requesting that the Board of Directors amend the Company’s compensation clawback policy was not voted upon at the Annual Meeting because neither the proponent, nor a qualified representative of the proponent, appeared at the Annual Meeting to present the proposal.
Proposal 6 – Shareholder Proposal – Require Human Rights Qualifications for Director Nominees
The proposal requesting that the Board of Directors nominate for Board election at least one candidate with human rights qualifications was not approved based on the following vote:
|
For |
Against |
Abstain |
Broker Non-Votes |
|
19,853,514 |
387,435,571 |
3,287,342 |
113,429,120 |
|
About CATERPILLAR INC. (NYSE:CAT) |
