PACCAR Inc (NASDAQ:PCAR) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain OfficersItem 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02(f). On April 30, 2018, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards (“LTIP Cash Awards”) for the 2015-2017 cycle under the Long Term Incentive Plan (“LTIP”) for the Named Executive Officers identified in the Company’s March 21, 2018 proxy statement (“Proxy Statement”). The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 25 of the Proxy Statement has been recalculated to include the LTIP Cash Awards as follows:
|
Named Executive Officer |
Non-EquityIncentive PlanCompensation
LTIPCashAward |
Total Compensation | ||
|
R. E. Armstrong |
$ | 2,715,900 | $ | 13,756,112 |
|
H. C. Schippers |
$ | 300,839 | $ | 2,924,930 |
|
G. L. Moore |
$ | 351,840 | $ | 3,853,470 |
|
R. A. Bengston |
$ | 300,480 | $ | 2,693,932 |
|
T. K. Quinn |
$ | 353,430 | $ | 2,223,850 |
|
R. J. Christensen |
$ | $ | 930,710 |
CEO Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are providing the following information:
For 2017, our last completed fiscal year:
| a) | the median of the annual total compensation of all employees of our company (excluding Mr.Armstrong, our Chief Executive Officer), was $74,104; |
| b) | the annual total compensation of our Chief Executive Officer was $13,756,112; and |
| c) | the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of all employees was 186 to 1. |
Methodology for Determining Our Median Employee and Annual Total Compensation
To identify the median of the annual total compensation of all our employees and to determine the annual total compensation (and any elements of annual total compensation) of our median employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows:
| 1. | As of October1, 2017, our employee population consisted of approximately 22,736 individuals working at our parent company and subsidiaries located in the United States, Europe (primarily in Belgium, England and the Netherlands), Mexico, Canada, Australia and in various other countries. |
We selected October1, 2017, to allow sufficient time to identify the median employee given the size and global scope of our operations.
| 2. | We annualized the compensation for any employees who were not employed by us for the full nine-month period ending on September30, 2017. |
| 3. | We then identified and calculated the elements of our median employee’s compensation for fiscal 2017 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $74,104. The median employee’s annual total compensation includes all elements of compensation reported in the Summary Compensation Table. |
| 4. | For the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of the Summary Compensation Table. |
Item 5.02. Amendments to Articles of Incorporation or Bylaws
On December5, 2017, upon the recommendation of the Board’s Nominating and Governance Committee, which is comprised entirely of independent directors, the Board of Directors approved, and recommended for approval by the stockholders, an amendment to our Amended and Restated Certificate of Incorporation to eliminate the supermajority vote requirement for the removal of directors. On May1, 2017, our stockholders approved the amendment to our Amended and Restated Certificate of Incorporation, effective upon filing with the Secretary of State of Delaware.
The foregoing summary is qualified by reference to the full text of the Amended and Restated Certificate of Incorporation attached hereto as Exhibit3(i).
Item 5.02. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders was held on May1, 2018.
(b) Following is a brief description and vote count of all items voted on at the annual meeting:
Item No.1. Election of Directors.
The following persons were elected to serve as ClassI directors with a term expiring in 2019:
|
Nominee |
Shares Voted “For” | SharesVoted “Against” | Abstentions | Broker Nonvotes |
|
B.E.Ford |
293,044,795 | 9,692,449 | 397,017 | |
|
K.S.Hachigian |
253,849,527 | 48,828,016 | 456,718 | |
|
R.C.McGeary |
206,519,414 | 96,174,742 | 440,105 | |
|
M.A.Schulz |
207,334,354 | 95,352,064 | 447,843 |
The following persons were elected to serve as ClassII directors with a term expiring in 2019:
|
Nominee |
Shares Voted “For” | Shares Voted “Against” | Abstentions | Broker Nonvotes |
| M.C.Pigott | 291,368,689 | 11,244,295 | 521,277 | |
| C.R.Williamson | 195,276,605 | 107,483,834 | 373,822 | |
| R.E.Armstrong | 292,994,869 | 9,806,414 | 332,978 |
Item No.2. Resolution to approve an amendment to the Amended and Restated Certificate of Incorporation to eliminate the supermajority vote requirement for the removal of directors.
Item No.2 received the affirmative vote of more than two-thirds of the shares outstanding and entitled to vote at the meeting.
| SharesVoted “For” | SharesVoted “Against” | Abstentions | Broker Nonvotes |
| 300,460,078 | 2,399,431 | 274,752 |
Item No.3. Stockholder proposal to reduce the threshold to call special stockholder meetings from 25% to 10%.
Item No.3 did not receive the affirmative vote of a majority of the shares present and entitled to vote at the meeting.
| SharesVoted “For” | SharesVoted “Against” | Abstentions | Broker Nonvotes |
| 91,973,913 | 207,817,484 | 3,342,864 |
(c) Not applicable.
Item 5.02. Financial Statements and Exhibits
(d) Exhibits.
The following is furnished as an Exhibit to this Report.
PACCAR INC ExhibitEX-3.(I) 2 d555135dex3i.htm EX-3.(I) EX-3.(i) Exhibit 3(i) AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF PACCAR Inc The Corporation’s original certificate of incorporation was filed with the Secretary of State of the State of Delaware on November 19,…To view the full exhibit click here
About PACCAR Inc (NASDAQ:PCAR)
PACCAR Inc (PACCAR) is a global technology company engaged in the design, manufacture and customer support of trucks. The Company operates in three segments: the Truck segment, which includes the design, manufacture and distribution of light-, medium- and heavy-duty commercial trucks; the Parts segment, which includes the distribution of aftermarket parts for trucks and related commercial vehicles, and the Financial Services segment, which includes the finance and leasing products, and services provided to customers and dealers. PACCAR’s other businesses include a division of the Company, which manufactures industrial winches in over two the United States plants and markets them under the Braden, Carco and Gearmatic nameplates. PACCAR’s trucks are marketed under the Kenworth, Peterbilt and DAF nameplates. PACCAR’s finance and leasing activities are principally related to PACCAR products and associated equipment. PACCAR Financial Services (PFS) operates in over 20 countries.
