Caterpillar Inc. Files 8-K with Shareholder Votes and Financials

TL;DR

CAT filed an 8-K on 6/14 covering shareholder votes, Reg FD, and financials as of 6/12.

AI Summary

Caterpillar Inc. filed an 8-K on June 14, 2024, reporting on matters submitted to a vote of security holders, Regulation FD disclosures, and financial statements and exhibits. The report covers events as of June 12, 2024. Key financial information includes details on common stock and debentures due September 15, 2035.

Why It Matters

This filing provides crucial updates on Caterpillar's corporate governance and financial reporting, impacting investor understanding of the company's recent activities and obligations.

Risk Assessment

Risk Level: low — This is a routine filing of corporate information and does not indicate any immediate financial distress or significant operational changes.

Key Numbers

• 1-768 — Commission File Number (Identifies Caterpillar Inc.'s SEC filing history.)
• 37-0602744 — I.R.S Employer Identification No. (Caterpillar Inc.'s tax identification number.)

Key Players & Entities

• CATERPILLAR INC. (company) — Registrant
• June 12, 2024 (date) — Earliest event reported date
• June 14, 2024 (date) — Date of report
• September 15, 2035 (date) — Maturity date for debentures

FAQ

Key Financial Figures

• $1.00 — hange which registered Common Stock ($1.00 par value) CAT The New York Stock Exc
• $1.41 — dend of one dollar and forty-one cents ($1.41) per share of Company common stock, pay
• $1.30 — from the previous quarterly dividend of $1.30 per share. On the same date, the Board
• $20.0 billion — hare. On the same date, the Board added $20.0 billion to the Company's current share repurcha
• $21.8 billion — pany may repurchase up to approximately $21.8 billion of its common stock. On the same date,

Filing Documents

• tm2417203d1_8k.htm (8-K) — 53KB
• tm2417203d1_ex99-1.htm (EX-99.1) — 7KB
• tm2417203d1_8kimg001.jpg (GRAPHIC) — 5KB
• tm2417203d1_ex99-1img001.jpg (GRAPHIC) — 18KB
• 0001104659-24-071748.txt ( ) — 318KB
• cat-20240612.xsd (EX-101.SCH) — 3KB
• cat-20240612_def.xml (EX-101.DEF) — 26KB
• cat-20240612_lab.xml (EX-101.LAB) — 36KB
• cat-20240612_pre.xml (EX-101.PRE) — 25KB
• tm2417203d1_8k_htm.xml (XML) — 5KB

07 Submission of Matters to a Vote of Security Holders

Item 5.07 Submission of Matters to a Vote of Security Holders On June 12, 2024, Caterpillar Inc. (the "Company") held a virtual 2024 Annual Shareholders Meeting (the "Annual Meeting"). Set forth below are the voting results for each of the matters submitted to a vote of the Company's shareholders at the Annual Meeting. 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 Daniel M. Dickinson 326,660,785 18,932,620 934,022 74,004,102 James C. Fish, Jr. 341,428,127 4,271,250 828,049 74,004,102 Gerald Johnson 340,106,896 5,605,381 815,150 74,004,102 David W. MacLennan 327,003,152 18,718,624 805,651 74,004,102 Judith F. Marks 341,824,512 3,873,416 829,499 74,004,102 Debra L. Reed-Klages 336,570,392 9,183,291 773,744 74,004,102 Susan C. Schwab 333,731,841 11,960,261 835,325 74,004,102 D. James Umpleby III 325,887,710 19,643,492 996,225 74,004,102 Rayford Wilkins, Jr. 333,800,457 11,879,631 847,339 74,004,102 Proposal 2 - Company Proposal - Ratification of Independent Registered Public Accounting Firm The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 was approved with the following vote: For Against Abstain 403,595,983 16,114,120 821,426 Proposal 3 - Company Proposal - Advisory Vote to Approve

Executive Compensation

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 321,850,327 22,746,919 1,930,181 74,004,102 Proposal 4 - Shareholder Proposal - Independent Board Chairman The proposal requesting that the Board of Directors adopt a policy, and amend governing documents as necessary, requiring that two separate people hold the offices of Chairman of the Board of Directors and Chief Executive Officer was not approved based on the following vote: For Against Abstain Broker Non-Votes 108,014,627 236,756,305 1,756,038 74,004,102 Proposal 5 - Shareholder Proposal – Lobbying Disclosure The proposal requesting that the Board of Directors issue an annual report describing certain Company lobbying and policy influence activities was not approved based on the following vote: For Against Abstain Broker Non-Votes 79,632,882 263,694,581 3,199,944 74,004,102 Proposal 6 - Shareholder Proposal – Director Board Service The proposal requesting that the Board of Directors adopt a policy, and amend governing documents as necessary, forbidding directors from simultaneously sitting on the board of directors of two or more other companies and two or more non-corporate organizations was not approved based on the following vote: For Against Abstain Broker Non-Votes 5,325,304 339,010,066 2,192,057 74,004,102

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure On June 12, 2024, the Board of Directors declared a quarterly cash dividend of one dollar and forty-one cents ($1.41) per share of Company common stock, payable on August 20, 2024 to shareholders of record at the close of business on July 22, 2024. The per share dividend of $1.41 is an increase of eleven cents from the previous quarterly dividend of $1.30 per share. On the same date, the Board added $20.0 billion to the Company's current share repurchase authorization, which was launched in 2022 with no expiration date. With the new authorization, the Company may repurchase up to approximately $21.8 billion of its common stock. On the same date, the Company issued a press release announcing the dividend increase and updated repurchase authorization. A copy of the press release is attached hereto as Exhibit 99.1. The information in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished in accordance with the provisions of General Instructions B.2 of Form 8-K.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits (d) Exhibits. Exhibit Number Description 99.1 Caterpillar Inc. press release dated June 12, 2024 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL

SIGNATURES

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 14, 2024 By: /s/ Derek Owens Derek Owens Chief Legal Officer and General Counsel

View Full Filing

View this 8-K filing on SEC EDGAR