| UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 | |||||||||||
 | |||||||||||
| FORM | 8-K | ||||||||||
| Current Report | |||||||||||
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 | |||||||||||
| Date of Report (Date of earliest event reported): | June 15, 2020 | ||||||||||
| CATERPILLAR INC. | |||||||||||
| (Exact name of registrant as specified in its charter) | |||||||||||
| Delaware | 1-768 | 37-0602744 | |||||||||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S Employer Identification No.) | |||||||||
| 510 Lake Cook Road, | Suite 100, | Deerfield, | Illinois | 60015 | ||||||
| (Address of principal executive offices) | (Zip Code) | |||||||||
| Registrant’s telephone number, including area code: | (224) | 551-4000 | ||||||||
| Former name or former address, if changed since last report: | N/A | |||||||||
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | ||||||||||
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | ||||||||||
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) | ||||||||||
Securities registered pursuant to Section 12(b) of the Act: | |||||||||||
| Title of each class | Trading Symbol (s) | Name of each exchange which registered | |||||||||
| Common Stock ($1.00 par value) | CAT | The New York Stock Exchange | |||||||||
| 9 3/8% Debentures due March 15, 2021 | CAT21 | The New York Stock Exchange | |||||||||
| 8% Debentures due February 15, 2023 | CAT23 | The New York Stock Exchange | |||||||||
| 5.3% Debentures due September 15, 2035 | CAT35 | The New York Stock Exchange | |||||||||
| Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: | |||||||||||
| Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of | |||||||||||
| 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter). | |||||||||||
| Emerging growth company | ☐ | ||||||||||
| If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period | |||||||||||
| for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. | ☐ | ||||||||||
Item 5.07 Submission of Matters to a Vote of Security Holders
On June 10, 2020, Caterpillar Inc. (the “Company”) held a virtual 2020 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 | 369,125,084 | 6,507,073 | 1,148,664 | 93,766,354 |
| David L. Calhoun | 363,505,583 | 9,905,031 | 3,370,207 | 93,766,354 |
| Daniel M. Dickinson | 360,306,884 | 15,175,282 | 1,298,655 | 93,766,354 |
| Juan Gallardo | 364,400,473 | 11,108,456 | 1,271,892 | 93,766,354 |
| William A. Osborn | 360,409,620 | 15,041,774 | 1,329,426 | 93,766,354 |
| Debra L. Reed-Klages | 371,956,759 | 3,642,558 | 1,181,504 | 93,766,354 |
| Edward B. Rust, Jr. | 360,900,244 | 14,644,429 | 1,236,148 | 93,766,354 |
| Susan C. Schwab | 364,667,840 | 10,792,321 | 1,320,660 | 93,766,354 |
| D. James Umpleby III | 354,839,926 | 19,556,414 | 2,374,481 | 93,766,354 |
| Miles D. White | 362,422,694 | 13,072,265 | 1,285,862 | 93,766,354 |
| Rayford Wilkins, Jr. | 371,499,341 | 4,023,259 | 1,258,221 | 93,766,354 |
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 2020 was approved with the following vote:
| For | Against | Abstain |
| 447,405,589 | 21,859,186 | 1,282,400 |
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 |
| 351,313,478 | 22,742,934 | 2,724,409 | 93,766,354 |
Proposal 4 – Shareholder Proposal – Provide a Report on Lobbying Activities
The proposal requesting that the Board of Directors provide an annual report of the Company's direct and indirect lobbying activities and expenditures was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 124,661,480 | 246,989,885 | 5,129,446 | 93,766,354 |
Proposal 5 – Shareholder Proposal – Independent Board Chairman
The proposal requesting the Board of Directors adopt a policy and amend the Company’s governing documents
to require the Chairman of the Board be an independent member of the Board was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 114,041,763 | 259,982,425 | 2,756,633 | 93,766,354 |
Proposal 6 – Shareholder Proposal – Shareholder Action by Written Consent
The proposal requesting that the Board of Directors adopt a policy and amend the Company’s governing documents to permit shareholder action by written consent was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 165,515,378 | 207,521,915 | 3,743,528 | 93,766,354 |
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit | ||||
| Number | Description | |||
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL. | |||
SIGNATURES | ||
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. | ||
| CATERPILLAR INC. | ||
| June 15, 2020 | By: | /s/ Suzette M. Long |
Suzette M. Long Chief Legal Officer, General Counsel & Corporate Secretary | ||