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

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

Item 5.07.

Submission of Matters to a Vote of Security Holders.
The Companys 2017 annual meeting of shareholders was held on June
14, 2017.
Set forth below are the voting results for each of the matters
submitted to a vote of the Companys shareholders.
Proposal 1 Company Proposal – Election of Directors
All nominees for election to the Companys Board of
Directors named in the Proxy Statement were elected,
each to a one-year term, with the following vote:
For
Against
Abstain
Broker Non-Votes
David L. Calhoun
427,148,025
3,644,724
1,855,091
107,452,685
Daniel M. Dickinson
423,665,546
7,959,998
1,022,296
107,452,685
Juan Gallardo
425,818,430
5,812,818
1,016,592
107,452,685
Jesse J. Greene, Jr.
428,016,142
3,623,004
1,008,694
107,452,685
Jon M. Huntsman, Jr.
427,274,530
4,416,207
957,103
107,452,685
Dennis A. Muilenburg
425,257,639
6,394,991
995,210
107,452,685
William A. Osborn
404,819,883
26,810,473
1,017,484
107,452,685
Debra L. Reed
402,022,897
29,604,951
1,019,992
107,452,685
Edward B. Rust, Jr.
422,741,199
8,521,975
1,384,666
107,452,685
Susan C. Schwab
427,146,170
4,501,204
1,000,466
107,452,685
Jim Umpleby
428,036,867
3,644,577
966,396
107,452,685
Miles D. White
401,540,215
30,133,452
974,173
107,452,685
Rayford Wilkins, Jr.
428,386,631
3,224,900
1,036,309
107,452,685
Proposal 2 – Company Proposal – Ratification of the
Companys Independent Registered Public Accounting Firm
The proposal requesting ratification of the appointment
of PricewaterhouseCoopers LLP as the Companys
independent registered public accounting firm for 2017
was approved with the following vote:
For
Against
Abstain
517,460,380
21,010,427
1,629,718
Proposal 3 – Company Proposal – Advisory Vote to
Approve 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
416,900,042
13,495,846
2,251,952
107,452,685
Proposal 4 – Company Proposal – Advisory Vote on the
Frequency of Executive Compensation Votes
The proposal requesting that shareholders of the
Company approve executive compensation, on an advisory
basis, every one, two or three years received the
following votes:
One Year
Two Years
Three Years
Abstain
Broker Non-Votes
390,650,806
1,494,807
38,948,684
1,553,543
107,452,685
Consistent with a majority of votes cast with respect
to this proposal and with the recommendation of the
Board of Directors, the Company will hold a shareholder
advisory vote on executive compensation annually until
the next required vote on the frequency of shareholder
votes on executive compensation.
Proposal 5 Company Proposal Approve the Amended and
Restated 2014 Long-Term Incentive Plan
The proposal requesting that the shareholders of the
Company approve changes to the long-term incentive
plan, including increasing the number of shares
authorized for issuance under the plan was approved
with the following vote:
For
Against
Abstain
Broker Non-Votes
407,625,861
22,167,304
2,854,675
107,452,685
Proposal 6 – Shareholder Proposal Provide a Report of
Lobbying Activities
The proposal requesting that the Company provide a
report regarding lobbying activities and expenditures
was not approved based on the following vote:
For
Against
Abstain
Broker Non-Votes
69,181,392
355,276,033
8,190,415
107,452,685
Proposal 7 – 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
Companys 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
142,443,332
287,946,982
2,257,526
107,452,685
Proposal 8 – Shareholder Proposal Provide a Report of
Lobbying Priorities
The proposal requesting that the Company report to
shareholders on the Companys process for identifying
and prioritizing legislative and regulatory public
policy advocacy activities was not approved based on
the following vote:
For
Against
Abstain
Broker Non-Votes
8,064,493
415,859,907
8,723,440
107,452,685
Proposal 9 – Shareholder Proposal Include
Sustainability as a Performance Metric Under Executive
Incentive Plans:
The proposal requesting that the Compensation Committee
of the Board of Directors include sustainability as one
of the performance measures for senior executives under
the Companys incentive plans was not approved based on
the following vote:
For
Against
Abstain
Broker Non-Votes
19,622,104
404,607,222
8,418,514
107,452,685
Proposal 10 – Shareholder Proposal Amend the Companys
Compensation Clawback Policy
The proposal requesting that the Board of Directors
amend the Companys compensation clawback policy to
include any misconduct or oversight failure that causes
significant financial or reputation harm was not
approved based on the following vote:
For
Against
Abstain
Broker Non-Votes
121,854,679
292,939,985
17,853,176
107,452,685
Proposal 11 – Shareholder Proposal Adopt a Permanent
Policy that the Chairman be Independent
The proposal requesting that the Board of Directors
adopt a permanent policy that would require, whenever
possible, the Chairman of the Board to be an
independent director was not approved based on the
following vote:
For
Against
Abstain
Broker Non-Votes
113,203,322
317,026,735
2,417,783
107,452,685


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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