|
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): December 9,
2009
|
||||
|
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
(IRS Employer
Identification No.)
|
|||
|
100
NE Adams Street, Peoria, Illinois
(Address of
principal executive offices)
|
61629
(Zip
Code)
|
|||
|
Registrant's
telephone number, including area code: (309)
675-1000
|
||||
|
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
230.425)
|
|||
|
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))
|
|||
|
* * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
*
|
|
Item 5.03 — Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
|
On
December 9, 2009, the Board of Directors of Caterpillar Inc. (the "Company")
adopted amendments to the Company's Bylaws effective December 9,
2009. A description of the provisions changed by the amendments is as
follows:
Article
II, Section 1(d) and Section 2; Article VI, Section 1
|
·
|
Amended to
allow the Company, in its discretion, to establish a separate record date
for stockholder notice and voting.
|
Article
II, Section 1(e) and Article II, Section 3(d)
|
·
|
Amended to
clarify that plurality voting is the voting method to be used for Director
elections.
|
Article
V
|
·
|
Amended to
provide that the Company shall pay or reimburse a director or officer (or
employee) for reasonable expenses in defending any threatened or pending
proceeding, provided, that such director or officer (or employee) agrees
to repay all amounts advanced if it should ultimately be determined that
such director or officer (or employee) is not entitled to be indemnified
under Article V of the Company's
Bylaws.
|
Article
VI, Section 2(a)
|
·
|
Amended to
clarify that the Company can issue uncertificated
shares.
|
The foregoing
description of the amendments to the Bylaws is qualified in its entirety by
reference to the full and complete text of the amended and restated Bylaws,
which is filed herewith as Exhibit 3.2 and incorporated by reference
herein.
|
Item
9.01 — Financial Statements and
Exhibits.
|
|
(d)
|
Exhibits:
|
|
|
Caterpillar
Inc. Bylaws (amended and restated as of December 9,
2009).
|
||
|
* * * * * * *
* * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * * *
*
|
|
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
thereunto duly authorized.
|
|||
|
CATERPILLAR
INC.
|
|||
|
December 15,
2009
|
By:
|
/s/
James B. Buda
|
|
|
James B.
Buda
|
|||
|
Vice
President
|
|||