Caterpillar Inc. Reports Board and Executive Changes

TL;DR

CAT filed an 8-K: new directors elected, exec comp details released.

AI Summary

On April 1, 2024, Caterpillar Inc. filed an 8-K report detailing changes in its board of directors and executive compensation. The filing includes information regarding the election of new directors and the appointment of certain officers, along with details on compensatory arrangements for key executives.

Why It Matters

Changes in a company's board of directors and executive compensation can signal shifts in strategy, governance, or management focus, potentially impacting investor confidence and future performance.

Risk Assessment

Risk Level: low — This filing primarily concerns routine corporate governance and executive compensation matters, with no immediate financial or operational risks indicated.

Key Players & Entities

• CATERPILLAR INC. (company) — Registrant
• April 1, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 37-0602744 (identifier) — I.R.S Employer Identification No.
• 5205 N. O'Connor Blvd. Suite 100, Irving, Texas 75039 (address) — Principal executive offices
• (972) 891-7700 (phone_number) — Registrant's telephone number

FAQ

From the Filing

0000018230-24-000012.txt : 20240403 0000018230-24-000012.hdr.sgml : 20240403 20240403062933 ACCESSION NUMBER: 0000018230-24-000012 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 15 CONFORMED PERIOD OF REPORT: 20240401 ITEM INFORMATION: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers FILED AS OF DATE: 20240403 DATE AS OF CHANGE: 20240403 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CATERPILLAR INC CENTRAL INDEX KEY: 0000018230 STANDARD INDUSTRIAL CLASSIFICATION: CONSTRUCTION MACHINERY & EQUIP [3531] ORGANIZATION NAME: 06 Technology IRS NUMBER: 370602744 STATE OF INCORPORATION: TX FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00768 FILM NUMBER: 24816807 BUSINESS ADDRESS: STREET 1: 5205 N. O'CONNOR BOULEVARD STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75039 BUSINESS PHONE: 9728917700 MAIL ADDRESS: STREET 1: 5205 N. O'CONNOR BOULEVARD STREET 2: SUITE 100 CITY: IRVING STATE: TX ZIP: 75039 FORMER COMPANY: FORMER CONFORMED NAME: CATERPILLAR TRACTOR CO DATE OF NAME CHANGE: 19860623 8-K 1 cat-20240401.htm 8-K cat-20240401 0000018230 false 0000018230 2024-04-01 2024-04-01 0000018230 us-gaap:CommonStockMember 2024-04-01 2024-04-01 0000018230 cat:A5.3DebenturesDueSeptember152035Member 2024-04-01 2024-04-01 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): April 1, 2024 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.) 5205 N. O'Connor Blvd. Suite 100, Irving, Texas 75039 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (972) 891-7700 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 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On April 1, David L. Calhoun communicated to the Board of Directors (the “Board”) of Caterpillar Inc. (the “Company”) of his decision not to stand for re-election to the Board at the Company’s 2024 Annual Meeting of Shareholders. Mr. Calhoun’s decision was not the result of any disagreement with the Company. The Board of Directors