UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM8KAMRESULTSIMAGE1A01.JPG
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 12, 2019
CATERPILLAR INC.  
(Exact name of registrant as specified in its charter)
 
Delaware  
(State or other jurisdiction of incorporation)
1-768  
(Commission File Number)
37-0602744  
(I.R.S Employer Identification No.)
 
510 Lake Cook Road, Suite 100, Deerfield, Illinois  
(Address of principal executive offices)
 
60015    
(Zip Code)
 
Registrant’s telephone number, including area code: (224) 551-4000
 
Former name or former address, if changed since last report:  N/A
 

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:
 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
 
 
o
 
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
New York Stock Exchange
9 3/8% Debentures due March 15, 2021
CAT21
New York Stock Exchange
8% Debentures due February 15, 2023
CAT23
New York Stock Exchange
5.3% Debentures due September 15, 2035
CAT35
New York Stock Exchange
 
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
o
 
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
o
 




Item 5.07    Submission of Matters to a Vote of Security Holders

On June 12, 2019, Caterpillar Inc. (the “Company”) held its 2019 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
358,383,694
6,162,364
695,287
116,977,639
David L. Calhoun
350,030,174
12,593,973
2,617,198
116,977,639
Daniel M. Dickinson
352,598,908
11,876,485
765,952
116,977,639
Juan Gallardo
355,336,635
9,157,943
746,767
116,977,639
Dennis A. Muilenburg
362,690,472
1,793,832
757,041
116,977,639
William A. Osborn
352,267,262
12,210,430
763,653
116,977,639
Debra L. Reed-Klages
362,911,212
1,683,269
646,864
116,977,639
Edward B. Rust, Jr.
356,542,494
7,928,655
770,196
116,977,639
Susan C. Schwab
359,607,189
5,007,328
626,828
116,977,639
D. James Umpleby III
351,583,991
12,000,752
1,656,602
116,977,639
Miles D. White
217,904,708
146,595,996
740,641
116,977,639
Rayford Wilkins, Jr.
362,673,689
1,808,792
758,864
116,977,639

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 2019 was approved with the following vote:

For
Against
Abstain
464,034,038
16,828,775
1,356,171

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
348,035,791
15,442,836
1,762,718
116,977,639








Proposal 4 – Shareholder Proposal – Amend Proxy Access to Remove Resubmission Threshold

The proposal requesting that the Board of Directors amend the Company’s bylaws to remove the requirement that a director candidate submitted through the proxy access process receive a minimum level of support in order to qualify as a proxy access candidate at a future shareholder meeting was not approved based on the following vote:

For
Against
Abstain
Broker Non-Votes
85,015,993
277,736,400
2,488,952
116,977,639

Proposal 5 – Shareholder Proposal – Report on Activities in Conflict-Affected Areas

The proposal requesting the Board of Directors to assess and report on risks associated with business activities in conflict-affected areas other than those areas already addressed through the Company’s conflict minerals policy was not approved based on the following vote:

For
Against
Abstain
Broker Non-Votes
28,053,497
333,054,589
4,133,259
116,977,639
































  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, 2019
By:
/s/  Suzette M. Long
 
 
Suzette M. Long
General Counsel & Corporate Secretary
 
 
 








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