CATERPILLAR INC. (NYSE:CAT) Files An 8-K Submission of Matters to a Vote of Security Holders

CATERPILLAR INC. (NYSE:CAT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 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)

Caterpillar Inc. is a manufacturer of construction and mining equipment, diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. The Company operates through its three product segments: Resource Industries, Construction Industries, and Energy & Transportation. It also provides financing and related services through its Financial Products segment. Its Construction Industries segment provides machinery for infrastructure and building construction applications. Its Resource Industries segment offers machinery for mine and quarry applications. Its Energy & Transportation segment offers reciprocating engines, generator sets, gas turbines and turbine-related services, diesel-electric locomotives and other rail-related products and services. Its Financial Products segment conducts its business through Caterpillar Financial Services Corporation (Cat Financial). Cat Financial provides retail and wholesale financing alternatives for Caterpillar products.

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