CATERPILLAR INC. (NYSE:CAT) Files An 8-K Submission of Matters to a Vote of Security Holders
Item 5.07.
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Submission of Matters to a Vote of Security Holders.
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The Companys 2017 annual meeting of shareholders was held on June
14, 2017.
14, 2017.
Set forth below are the voting results for each of the matters
submitted to a vote of the Companys shareholders.
submitted to a vote of the Companys shareholders.
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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David L. Calhoun
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427,148,025
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3,644,724
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1,855,091
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107,452,685
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Daniel M. Dickinson
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423,665,546
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7,959,998
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1,022,296
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107,452,685
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Juan Gallardo
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425,818,430
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5,812,818
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1,016,592
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107,452,685
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Jesse J. Greene, Jr.
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428,016,142
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3,623,004
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1,008,694
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107,452,685
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Jon M. Huntsman, Jr.
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427,274,530
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4,416,207
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957,103
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107,452,685
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Dennis A. Muilenburg
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425,257,639
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6,394,991
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995,210
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107,452,685
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William A. Osborn
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404,819,883
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26,810,473
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1,017,484
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107,452,685
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Debra L. Reed
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402,022,897
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29,604,951
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1,019,992
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107,452,685
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Edward B. Rust, Jr.
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422,741,199
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8,521,975
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1,384,666
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107,452,685
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Susan C. Schwab
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427,146,170
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4,501,204
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1,000,466
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107,452,685
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Jim Umpleby
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428,036,867
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3,644,577
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966,396
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107,452,685
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Miles D. White
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401,540,215
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30,133,452
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974,173
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107,452,685
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Rayford Wilkins, Jr.
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428,386,631
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3,224,900
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1,036,309
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107,452,685
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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: |
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For
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Against
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Abstain
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517,460,380
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21,010,427
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1,629,718
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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416,900,042
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13,495,846
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2,251,952
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107,452,685
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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: |
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One Year
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Two Years
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Three Years
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Abstain
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Broker Non-Votes
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390,650,806
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1,494,807
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38,948,684
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1,553,543
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107,452,685
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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. |
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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407,625,861
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22,167,304
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2,854,675
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107,452,685
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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69,181,392
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355,276,033
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8,190,415
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107,452,685
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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142,443,332
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287,946,982
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2,257,526
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107,452,685
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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8,064,493
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415,859,907
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8,723,440
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107,452,685
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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19,622,104
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404,607,222
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8,418,514
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107,452,685
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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121,854,679
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292,939,985
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17,853,176
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107,452,685
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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: |
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For
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Against
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Abstain
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Broker Non-Votes
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113,203,322
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317,026,735
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2,417,783
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107,452,685
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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.