CUMMINS INC. (NYSE:CMI) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02.
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Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
At the annual meeting of shareholders of Cummins Inc. (the
Company) held on May 9, 2017 (the Annual Meeting), the Companys
shareholders approved the Cummins Inc. 2012 Omnibus Incentive
Plan, as amended and restated (the 2012 Plan). The 2012 Plan was
amended and restated primarily to (i) increase the number of
shares of the Companys common stock, $2.50 par value per share
(the Common Stock), available for issuance under the 2012 Plan by
5,000,000 shares, and (ii) add a separate annual limit on the
amount of compensation that may be awarded under the 2012 Plan to
any non-employee director. Shareholder approval of the 2012 Plan
also constituted approval of the material terms of the
performance goals of the 2012 Plan for the purposes of qualifying
compensation awarded under the 2012 Plan as performance-based
compensation under Section 162(m) of the Internal Revenue Code of
1986, as amended (the Code), and extended the period during which
incentive stock options within the meaning of Code Section 422
may be granted under the 2012 Plan until the tenth anniversary of
the Annual Meeting.
Company) held on May 9, 2017 (the Annual Meeting), the Companys
shareholders approved the Cummins Inc. 2012 Omnibus Incentive
Plan, as amended and restated (the 2012 Plan). The 2012 Plan was
amended and restated primarily to (i) increase the number of
shares of the Companys common stock, $2.50 par value per share
(the Common Stock), available for issuance under the 2012 Plan by
5,000,000 shares, and (ii) add a separate annual limit on the
amount of compensation that may be awarded under the 2012 Plan to
any non-employee director. Shareholder approval of the 2012 Plan
also constituted approval of the material terms of the
performance goals of the 2012 Plan for the purposes of qualifying
compensation awarded under the 2012 Plan as performance-based
compensation under Section 162(m) of the Internal Revenue Code of
1986, as amended (the Code), and extended the period during which
incentive stock options within the meaning of Code Section 422
may be granted under the 2012 Plan until the tenth anniversary of
the Annual Meeting.
The Company cannot currently determine the benefits, if any, to
be received under the 2012 Plan in the future by the named
executive officers of the Company.
be received under the 2012 Plan in the future by the named
executive officers of the Company.
The 2012 Plan as amended and restated is described in detail in
the Companys definitive proxy statement filed with the Securities
and Exchange Commission (the SEC) on March 27, 2017. The full
text of the 2012 Plan as amended and restated appears as Annex A
to that definitive proxy statement. The description of the 2012
Plan as amended and restated set forth above does not purport to
be complete and is qualified in its entirety by reference to the
disclosures in such definitive proxy statement.
the Companys definitive proxy statement filed with the Securities
and Exchange Commission (the SEC) on March 27, 2017. The full
text of the 2012 Plan as amended and restated appears as Annex A
to that definitive proxy statement. The description of the 2012
Plan as amended and restated set forth above does not purport to
be complete and is qualified in its entirety by reference to the
disclosures in such definitive proxy statement.
Item 5.03 Amendments to Articles of Incorporation or Bylaws;
Change in Fiscal Year.
Change in Fiscal Year.
At the Annual Meeting, the Companys shareholders approved
so-called “proxy access” amendments to the Companys By-Laws
(the By-Laws). Proxy access allows eligible shareholders to
include their director nominees in the Companys proxy materials
for its annual meetings of shareholders, along with director
nominees nominated by the Companys Board of Directors (the
Board). The proxy access amendments to the By-Laws as approved by
shareholders provide as follows:
so-called “proxy access” amendments to the Companys By-Laws
(the By-Laws). Proxy access allows eligible shareholders to
include their director nominees in the Companys proxy materials
for its annual meetings of shareholders, along with director
nominees nominated by the Companys Board of Directors (the
Board). The proxy access amendments to the By-Laws as approved by
shareholders provide as follows:
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Proxy access will be provided to a shareholder or a group
of up to 20 shareholders that has owned shares representing at least 3% of the outstanding Common Stock continuously for at least three years. |
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Stock ownership will be determined under a standard
requiring both (i) full voting and investment rights pertaining to the owned shares and (ii) full economic interest in (including the opportunity for profit and risk of loss on) such shares. |
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Borrowed or hedged shares will not count as owned shares;
however, a shareholder will “own” shares held in the name of a nominee or other intermediary so long as the shareholder retains the right to instruct how the shares are voted with respect to the election of directors and possesses the full economic interest in the shares. Recallable loaned shares will count as owned shares if they are recallable within five business days. |
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Eligible shareholders will be permitted to nominate up to
25% of the Board (or up to at least two directors, if the Board consists of fewer than eight directors). |
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Nominating shareholders will be able to provide a
written statement for inclusion in the Companys proxy materials, not to exceed 500 words, in support of the shareholders’ nominee’s candidacy; provided, however, that the Company may decline to include any information in such statement it believes, in good faith, would be materially misleading or violate any applicable law or regulation. |
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Nominating shareholders will be required to satisfy
certain informational and procedural requirements, including that (i) such shareholders do not have a purpose or intent to change or influence control of the Company and (ii) their nominees will not have entered into any agreements as to how they will vote on different matters. |
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Proxy access will not be available if the Company has
received notice that the nominating shareholders intend to nominate and file their own proxy materials in support of other director nominees. |
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Shareholder director nominees will be required to meet
the same qualifications as the Board’s director nominees, including independence requirements under the listing standards of the New York Stock Exchange, any applicable rules of the SEC and any publicly disclosed standards used by the Board in determining independence. Individuals also could not serve as proxy access nominees to the extent their election will cause the Company to violate its charter documents or applicable regulations or if they are an officer or director of a competitor, the subject of a criminal proceeding or a bad actor under applicable SEC rules. |
The proxy access amendments to the By-Laws became effective
upon shareholder approval on May 9, 2017. The amended and
restated By-Laws reflecting the amendments were filed as Annex
B to the Companys definitive proxy statement filed with the SEC
on Schedule 14A on March 27, 2017 and incorporated herein by
reference.
upon shareholder approval on May 9, 2017. The amended and
restated By-Laws reflecting the amendments were filed as Annex
B to the Companys definitive proxy statement filed with the SEC
on Schedule 14A on March 27, 2017 and incorporated herein by
reference.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
Holders.
At the Annual Meeting, the Companys shareholders voted on the
following proposals:
following proposals:
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The election of ten directors for a one year term to
expire at the Companys 2018 annual meeting of shareholders; |
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An advisory vote on the compensation of the Companys
named executive officers; |
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An advisory vote on the frequency of future advisory
votes on the compensation of the Companys named executive officers; |
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The ratification of the appointment of
PricewaterhouseCoopers LLP as the Companys auditors for 2017; |
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The approval of the amended and restated 2012 Plan;
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The approval of amendments to the By-Laws to implement
proxy access; and |
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A shareholder proposal regarding proxy access.
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As of the March 7, 2017 record date for the determination
of shareholders entitled to notice of, and to vote at, the
Annual Meeting, 167,971,264 shares of Common Stock were
outstanding and entitled to vote, each entitled to one vote
per share. Approximately 87.61% of all votes were
represented at the Annual Meeting in person or by proxy.
of shareholders entitled to notice of, and to vote at, the
Annual Meeting, 167,971,264 shares of Common Stock were
outstanding and entitled to vote, each entitled to one vote
per share. Approximately 87.61% of all votes were
represented at the Annual Meeting in person or by proxy.
The following are the final votes on the matters presented
for shareholder approval at the Annual Meeting.
for shareholder approval at the Annual Meeting.
| 1. |
Election of Ten Directors For A One Year Term To
Expire at the Companys 2018 Annual Meeting Of Shareholders |
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Name
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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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|||
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N. Thomas Linebarger
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119,691,519
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6,806,972
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1,759,830
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18,901,016
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|||
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Robert J. Bernhard
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93,155,300
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34,936,987
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166,034
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18,901,016
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|||
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Dr. Franklin R. Chang Diaz
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93,166,456
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34,884,489
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207,376
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18,901,016
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|||
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Bruno V. Di Leo Allen
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93,149,047
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34,910,689
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197,685
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18,901,016
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|||
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Stephen B. Dobbs
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93,164,055
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34,890,982
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203,284
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18,901,016
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|||
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Robert K. Herdman
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92,955,791
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35,126,278
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176,252
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18,901,016
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|||
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Alexis M. Herman
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88,795,674
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38,464,485
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998,162
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18,901,016
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|||
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Thomas J. Lynch
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83,949,253
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44,115,074
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193,994
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18,901,016
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|||
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William I. Miller
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91,893,239
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36,105,083
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259,999
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18,901,016
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|||
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Georgia R. Nelson
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91,701,911
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36,370,927
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185,483
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18,901,016
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| 2. |
Advisory Vote on the Compensation of the
Companys Named Executive Officers |
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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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|||
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120,497,371
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7,266,344
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494,606
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18,901,016
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| 3. |
Advisory Vote on the Frequency of Future
Advisory Votes on the Compensation of the Companys Named Executive Officers |
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1 Year
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2 Years
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3 Years
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Abstain
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Broker Non-Votes
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||||
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112,313,583
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394,727
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15,196,137
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353,874
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18,901,016
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Consistent with the greatest number of votes cast with
respect to this proposal, the Board has determined that
the Company will hold an advisory vote on the
compensation of the Companys named executive officers
every year until the next required advisory vote on the
frequency of future advisory votes on the compensation of
the Companys named executive officers as required to
Section 14A of the Securities and Exchange Act of 1934,
as amended, and the rules and regulations promulgated
thereunder.
respect to this proposal, the Board has determined that
the Company will hold an advisory vote on the
compensation of the Companys named executive officers
every year until the next required advisory vote on the
frequency of future advisory votes on the compensation of
the Companys named executive officers as required to
Section 14A of the Securities and Exchange Act of 1934,
as amended, and the rules and regulations promulgated
thereunder.
| 4. |
Ratification of the Appointment of
PricewaterhouseCoopers LLP as the Companys Auditors for 2017 |
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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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|||
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144,669,382
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2,277,123
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212,832
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N/A
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| 5. |
Approval of the Amended and Restated 2012
Plan |
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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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|||
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118,907,852
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8,838,660
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511,809
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18,901,016
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| 6. |
Approval of Amendments to the Companys By-Laws
to Implement Proxy Access |
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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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|||
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125,693,930
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2,191,422
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372,969
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18,901,016
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| 7. |
Shareholder Proposal Regarding Proxy
Access |
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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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|||
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43,559,899
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83,862,643
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835,779
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18,901,016
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Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
| (3.1) |
By-Laws, as amended and restated effective as of
May 9, 2017 (incorporated by reference to Annex B to the Companys definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2017 (File No. 001-04949)). |
| (10.1) |
Cummins Inc. 2012 Omnibus Incentive Plan, as
amended and restated (incorporated by reference to Annex A to the Companys definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on March 27, 2017 (File No. 001-04949)). |
About CUMMINS INC. (NYSE:CMI)
Cummins Inc. is a manufacturer of diesel engines. The Company operates through four segments: Engine, Distribution, Components and Power Generation. Its Engine segment manufactures and markets a range of diesel and natural gas-powered engines under the Cummins brand name, as well as certain customer brand names for the heavy-and medium-duty truck, bus, recreational vehicle (RV), light-duty automotive, agricultural and governmental equipment markets. Its Distribution segment consists of various businesses, which service and/or distribute a range of its products and services, such as parts and filtration, power generation, engines and service. Its Components segment supplies products, including after treatment systems, turbochargers, filtration products and fuel systems for commercial diesel applications. The Power Generation segment provides power generation systems, components and services for a customer base, including power solutions and mobile power solutions. CUMMINS INC. (NYSE:CMI) Recent Trading Information
CUMMINS INC. (NYSE:CMI) closed its last trading session up +1.46 at 157.75 with 1,919,536 shares trading hands.
