OMB APPROVAL
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OMB Number: 3235-0059
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
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Filed by the Registrant:
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X
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Filed by a Party other than the Registrant:
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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X |
Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to §240.14a-12
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Caterpillar Inc.
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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Payment of Filing Fee (Check the appropriate box):
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X
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No fee required.
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Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
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(1)
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Title of each class of securities to which transaction applies:
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(2)
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Aggregate number of securities to which transaction applies:
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(3)
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Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
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(4)
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Proposed maximum aggregate value of transaction:
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(5)
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Total fee paid:
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Fee paid previously with preliminary materials.
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Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.
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(1)
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Amount Previously Paid:
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(2)
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Form, Schedule or Registration Statement No.:
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(3)
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Filing Party:
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(4)
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Date Filed:
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SEC 1913 (04-05)
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Persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
Sincerely yours,
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Douglas R. Oberhelman
Chairman and Chief Executive Officer
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§
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Elect as Directors the sixteen nominees identified in the proxy statement, each for a term of one year.
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§
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Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012.
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§
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Approve, on a non-binding advisory basis, executive compensation.
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§
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Amend the Company’s Restated Certificate of Incorporation and Bylaws to provide stockholders the right to call special meetings of stockholders.
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§
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Amend the Company’s Bylaws to enhance and clarify the procedures to be followed by stockholders for submitting proposed items of business at future meetings of stockholders.
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§
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Vote on four stockholder proposals described in the proxy statement, if properly presented at the meeting.
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§
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Conduct any other business properly brought before the meeting or any adjournment or postponement of the meeting.
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By order of the Board of Directors
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Christopher M. Reitz
Corporate Secretary
May 2, 2012
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Table of Contents
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SUMMARY INFORMATION
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Name and
Principal Position
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Salary
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Long and Short-
Term Incentives
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Stock and Stock
Option Awards
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Total of
All Columns
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||||||||
Douglas R. Oberhelman, Chairman & CEO
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$
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1,429,506
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$
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4,934,935
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$
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8,309,208
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$
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14,673,649
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Richard P. Lavin, Group President
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$
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723,504
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$
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2,130,410
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$
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2,028,847
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$
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4,882,761
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Stuart L. Levenick, Group President
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$
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794,652
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$
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2,188,945
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$
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2,122,839
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$
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5,106,436
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Edward J. Rapp, Group President & CFO
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$
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723,504
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$
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2,066,319
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$
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2,180,424
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$
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4,970,247
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Gerard R. Vittecoq, Group President
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$
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1,035,476
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$
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3,293,598
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$
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2,122,839
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$
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6,451,913
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Steven H. Wunning, Group President
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$
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806,199
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$
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2,434,944
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$
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2,245,661
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$
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5,486,804
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Stockholder Actions
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Company Proposals
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Board
Recommendation
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Election of Directors
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FOR each Nominee
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Ratification of our Independent Registered Public Accounting Firm
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FOR
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Advisory Vote on Executive Compensation
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FOR
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Amend Restated Certificate of Incorporation and Bylaws to Provide Stockholders the Right to Call Special Meetings
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FOR
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Amend Bylaw Advance Notice Provisions
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FOR
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Stockholder Proposals
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Report on Political Contributions and Expenses
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AGAINST
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Director Election Majority Vote Standard
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AGAINST
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Review of Global Corporate Standards
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AGAINST
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Stockholder Action by Written Consent
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AGAINST
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Election of Directors (Proposal 1)
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Nominee
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Age
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Director
Since
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Principal Occupation
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Committees
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David L. Calhoun
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55
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2011
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CEO and Executive Director of Nielsen Holdings N.V.
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Compensation
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Daniel M. Dickinson
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50
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2006
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Managing Partner of HCI Equity Partners
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Audit
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Eugene V. Fife
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71
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2002
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Managing Principal of Vawter Capital LLC; Retired Partner of Goldman Sachs & Co.
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Governance
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Juan Gallardo
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64
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1998
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Chairman of Grupo Embotelladoras Unidas S.A.B. de C.V.
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Public Policy
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David R. Goode
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71
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1993
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Former Chairman, President and CEO of Norfolk Southern Corporation
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Compensation
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Jesse J. Greene, Jr.
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67
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2011
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Former Vice President of Financial Management and Chief Financial Risk Officer of International Business Machines Corporation
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Audit
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Jon M. Huntsman, Jr.
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51
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2012
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Former United States Ambassador to China and former Governor of Utah
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Peter A. Magowan
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70
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1993
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Former President and Managing General Partner of the San Francisco Giants and Former Chairman and CEO of Safeway Inc.
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Governance
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Dennis A. Muilenburg
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48
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2011
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Executive Vice President of The Boeing Company and President and CEO of Boeing Defense, Space & Security
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Public Policy
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Douglas R. Oberhelman
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59
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2010
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Chairman and CEO of Caterpillar Inc.
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N/A
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William A. Osborn
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64
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2000
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Former Chairman and CEO of Northern Trust Corporation and The Northern Trust Company
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Audit
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Charles D. Powell
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70
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2001
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Chairman of Capital Generation Partners, LVMH Services Limited and Magna Holdings
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Public Policy
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Edward B. Rust, Jr.
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61
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2003
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Chairman, CEO and President of State Farm Mutual Automobile Insurance Company
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Compensation
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Susan C. Schwab
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57
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2009
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Professor at the University of Maryland School of Public Policy and a Strategic Advisor for Mayer Brown LLP; Former United States Trade Representative
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Public Policy
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Joshua I. Smith
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71
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1993
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Chairman and Managing Partner of the Coaching Group, LLC
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Compensation
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Miles D. White
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57
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2011
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Chairman and CEO of Abbott Laboratories
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Governance
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Ratification of our Independent Registered Public Accounting Firm (Proposal 2)
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As a matter of good corporate governance, we are asking our stockholders to ratify the selection of PricewaterhouseCoopers as our registered independent auditor for 2012. Set forth below is a summary of their fees for services provided in 2011 and 2010.
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(in millions)
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2011
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2010
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Audit and Audit Related Fees
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$
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33.2
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$
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28.2
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Tax Fees and Other
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6.6
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4.0
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TOTAL
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$
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39.8
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$
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32.2
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Advisory Vote on Executive Compensation (Proposal 3)
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For the second year, our stockholders have the opportunity to cast a non-binding, advisory vote on our executive compensation program. Last year stockholders overwhelmingly supported our compensation program. In evaluating this proposal, we recommend that you review our Compensation Discussion and Analysis, which explains how and why the Compensation Committee of our Board arrived at its executive compensation actions and decisions for 2011.
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Amend Restated Certificate of Incorporation and Bylaws to Provide Stockholders the Right to Call Special Meetings (Proposal 4)
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We are proposing to modify our Certificate of Incorporation and Bylaws to provide stockholders collectively holding 25 percent of the Company’s outstanding stock with the right to call special meetings of stockholders.
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Amend Bylaws to Update Notice Provisions (Proposal 5)
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We recommend that stockholders approve amendments to the Company’s Bylaws to clarify and enhance the timeline and procedures stockholders should follow when proposing future business for a vote of the stockholders.
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Stockholder Proposals (Proposals 6 – 9)
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You will be asked to consider four stockholder proposals involving (1) political contributions, (2) majority voting for directors, (3) human rights standards and (4) stockholder action by written consent.
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Internet Availability of Proxy Materials |
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§
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Internet – Go to www.eproxyaccess.com/cat2012 and follow the registration instructions.
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§
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Telephone – From within the United States or Canada, call us free of charge at 1-866-580-7648. From locations outside the United States or Canada, please call +1-215-521-4898.
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§
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E-mail – Send us an e-mail at cat@eproxyaccess.com. Include the control number from your paper copy as the subject line and indicate whether you wish to receive an Internet Notice or e-mail copy of the proxy materials and whether your request is for this meeting only or for all future meetings.
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Q:
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Why am I receiving these proxy materials?
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A:
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You have received these proxy materials because you are a Caterpillar stockholder, and Caterpillar’s Board of Directors (Board) is soliciting your authority or proxy to vote your shares at the Annual Meeting. This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.
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Q:
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Why didn’t I receive an “annual report” or “sustainability report” with my proxy materials?
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A:
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Our 2011 “Year in Review” and 2011 “Sustainability Report” are available exclusively online at www.caterpillar.com/investor. The online, interactive format of the reports furthers our efforts to lower costs and reduce the environmental impact of our communications. As required by SEC rules, complete financial statements, financial statement notes and management’s discussion and analysis for 2011 are included with the proxy statement distributed to stockholders.
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Q:
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How do I obtain an admission ticket to attend the Annual Meeting?
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A:
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Anyone wishing to attend the Annual Meeting must have an admission ticket issued in his or her name. Admission is limited to:
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§
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Stockholders on April 16, 2012, together with one immediate family member;
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§
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An authorized proxy holder of a stockholder of record on April 16, 2012; or
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§
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An authorized representative of a stockholder of record who has been designated to present a stockholder proposal.
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You must provide evidence of your ownership of shares with your ticket request and follow the requirements for obtaining an admission ticket specified in the “Admission and Ticket Request Procedure” on page 56. Accredited members of the media and analysts are also permitted to attend the Annual Meeting pursuant to the directions provided in the “Admission and Ticket Request Procedure” on page 56.
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Q:
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What is a stockholder of record?
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A:
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A stockholder of record or registered stockholder is a stockholder whose ownership of Caterpillar common stock is reflected directly on the books and records of our transfer agent, Computershare Shareowner Services LLC (formerly BNY Mellon Shareowner Services). If you hold stock through a bank, broker or other intermediary, you hold your shares in “street name” and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or other intermediary. Caterpillar only has access to ownership records for the stockholders of record. So, if you are not a stockholder of record, the Company needs additional documentation to evidence your stock ownership as of the record date – such as a copy of your brokerage account statement, a letter from your broker, bank or other nominee or a copy of your voting instruction card.
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Q:
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When was the record date and who is entitled to vote?
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A:
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The Board set April 16, 2012 as the record date for the Annual Meeting. Holders of Caterpillar common stock on that date are entitled to one vote per share. As of April 16, 2012, there were approximately 652,500,000 shares of Caterpillar common stock outstanding.
A list of all registered stockholders will be available for examination by stockholders during normal business hours at 100 NE Adams Street, Peoria, Illinois 61629 at least ten days prior to the Annual Meeting and will also be available for examination at the Annual Meeting.
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Q:
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How do I vote?
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A:
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You may vote by any of the following methods:
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§
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In person – Stockholders of record and stockholders with shares held in street name that obtain an admission ticket and attend the Annual Meeting will receive a ballot for voting. If you hold shares in street name, you must also obtain a legal proxy from your broker to vote in person and submit the proxy along with your ballot at the meeting.
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§
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By mail – Signing and returning the proxy and/or voting instruction card provided.
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§
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By phone or via the Internet – Following the instructions on your Internet Notice, proxy and/or voting instruction card or e-mail notice.
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If you vote by phone or the Internet, please have your Internet Notice, proxy and/or voting instruction card or e-mail notice available. The control number appearing on your Internet Notice, proxy and/or voting instruction card or e-mail notice is necessary to process your vote. A phone or Internet vote authorizes the named proxies in the same manner as if you marked, signed and returned the card by mail.
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Q:
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How do I vote my 401(k) or savings plan shares?
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A:
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If you participate in a 401(k) or savings plan sponsored by Caterpillar or one of its subsidiaries that includes a Caterpillar stock investment fund, you may give voting instructions to the plan trustee with respect to the shares of Caterpillar common stock in that fund that are associated with your plan account. The plan trustee will follow your voting instructions unless it determines that to do so would be contrary to law. If you do not provide voting instructions, the plan trustee will act in accordance with the employee benefit plan documents. In general, the plan documents specify that the trustee will vote the shares for which it does not receive instructions in the same proportion that it votes shares for which it received timely instructions, unless it determines that to do so would be contrary to law.
You may revoke previously given voting instructions by following the instructions provided by the trustee.
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Q:
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How are shares in the Caterpillar pension plan voted?
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A:
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The Caterpillar Inc. Master Retirement Trust owns shares of Caterpillar stock for the benefit of certain defined benefit pension plans sponsored by the Company or its subsidiaries. The Northern Trust Company acts as trustee and votes the shares held by the trust at its discretion. In exercising this discretion, Northern Trust acts in a fiduciary capacity for the exclusive benefit of the participants in the pension plans. To the extent that an investment manager retained to invest assets of the trust holds Caterpillar stock in its portfolio, the investment manager, in its discretion, will direct the trustee to vote the shares held in the portfolio. In exercising this discretion, the investment manager acts in a fiduciary capacity for the exclusive benefit of the participants in the pension plans.
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Q:
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What are “broker non-votes” and why is it important that I submit my voting instructions for shares I hold in street name?
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A:
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Under the rules of the New York Stock Exchange (NYSE), if a broker or other financial institution holds your shares in its name and you do not provide your voting instructions to them, that firm’s discretion to vote your shares for you is very limited. For this Annual Meeting, in the absence of your voting instructions, your broker only has discretion to vote on Company Proposal 2, the ratification of the appointment of our independent registered public accounting firm. It does not have discretion to vote your shares for any of the other proposals expected to be presented at the Annual Meeting. If you do not provide voting instructions and your broker elects to vote your shares on Proposal 2, the missing votes for each of the other proposals are considered “broker non-votes.”
Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares promptly.
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Q:
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How can I authorize someone else to attend the Annual Meeting or vote for me?
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A:
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Stockholders of record can authorize someone other than the individual(s) named on the proxy and/or voting instruction card to vote on their behalf by crossing out the individual(s) named on the card and inserting the name of the individual being authorized or by providing a written authorization to the individual being authorized to attend or vote.
Street name holders can contact their broker to obtain documentation with authorization to attend or vote at the Annual Meeting.
To obtain an admission ticket for an authorized proxy representative, see the requirements specified in the “Admission and Ticket Request Procedure” on page 56.
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Q:
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How can I change or revoke my vote?
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A:
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For stockholders of record: You may change or revoke your vote by submitting a written notice of revocation to Caterpillar Inc. c/o Corporate Secretary at 100 NE Adams Street, Peoria, Illinois 61629 before the proxies vote your shares at the meeting or by attending the meeting and voting in person. For all methods of voting, the last vote cast will supersede all previous votes.
For holders in street name: You may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker.
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Q:
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Is my vote confidential?
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A:
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Yes. Proxy cards, ballots, Internet and telephone votes that identify stockholders are kept confidential. There are exceptions for contested proxy solicitations or when necessary to meet legal requirements. Innisfree M&A Incorporated, the independent proxy tabulator used by Caterpillar, counts the votes and acts as the inspector of election for the Annual Meeting.
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Q:
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What is the quorum for the Annual Meeting?
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A:
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A quorum of stockholders is necessary to hold a valid meeting. Holders of at least one-third of all Caterpillar common stock must be present in person or by proxy at the Annual Meeting to constitute a quorum. Abstentions and broker non-votes are counted as present for establishing a quorum.
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Q:
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What vote is necessary for action to be taken on proposals?
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A:
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Directors are elected by a plurality vote of the shares present in person or by proxy and entitled to vote, meaning that director nominees with the most affirmative votes are elected to fill the available seats.
Proposals 4 and 5 involve amendments to Caterpillar’s Restated Certificate of Incorporation and Bylaws and each requires the affirmative vote of the majority of all outstanding shares of Caterpillar stock.
All other actions presented for a vote of the stockholders at the Annual Meeting require an affirmative vote of the majority of shares present in person or by proxy and entitled to vote.
Abstentions will have no effect on director elections. Abstentions will have the effect of a vote against all other proposals. Broker non-votes will have the effect of a vote against Proposals 4 and 5, but will not have an effect on any of the other proposals presented for your vote.
Votes submitted by mail, telephone or Internet will be voted by the individuals named on the card (or the individual properly authorized) in the manner indicated. If you do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations. If you hold shares in more than one account, you must vote each proxy and/or voting instruction card you receive to ensure that all shares you own are voted.
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Q:
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What does it mean if I receive more than one proxy card?
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A:
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Whenever possible, registered shares and plan shares for multiple accounts with the same registration will be combined into the same proxy card. Shares with different registrations cannot be combined and as a result, you may receive more than one proxy card. For example, shares held in your individual account will not be combined on the same proxy card as shares held in a joint account with your spouse.
Street shares are not combined with registered or plan shares and may result in your receipt of more than one proxy card. For example, shares held by a broker for your account will not be combined with shares registered directly in your name.
If you hold shares in more than one form, you must vote separately for each notice, proxy and/or voting instruction card or e-mail notification you receive that has a unique control number to ensure that all shares you own are voted.
If you receive more than one proxy card for accounts that you believe could be combined because the registration is the same, contact our transfer agent (for registered shares) or your broker (for street shares) to request that the accounts be combined for future mailings.
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Q:
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Who pays for the solicitation of proxies?
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A:
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Caterpillar pays the cost of soliciting proxies on behalf of the Board. This solicitation is being made by mail and through the Internet, but also may be made by telephone or in person. We have hired Innisfree to assist in the solicitation. We will pay Innisfree a fee of $15,000 for these services, and will reimburse their out-of-pocket expenses. We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes.
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Q:
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Are there any matters to be voted on at the Annual Meeting that are not included in this proxy statement?
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A:
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We do not know of any matters to be voted on by stockholders at the meeting other than those discussed in this proxy statement. If any other matter is properly presented at the Annual Meeting, proxy holders will vote on the matter in their discretion.
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PART TWO — Corporate Governance Information
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Corporate Governance Guidelines
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(1)
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Has no material relationship with the Company, either directly or as a partner, stockholder or officer of an organization that has a relationship with the Company, and does not have any relationship that precludes independence under the NYSE director independence standards;
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(2)
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Is not currently, or within the past three years, employed by the Company, or an immediate family member is not currently, or for the past three years, employed as an executive officer of the Company;
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(3)
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Is not a current employee, nor is an immediate family member a current executive officer of, a company that has made payments to, or received payments from, the Company for property or services in an amount which, in any of the past three years, exceeds the greater of $1 million or two percent of the consolidated gross revenues of that company;
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(4)
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Has not received, nor has an immediate family member received, during any twelve month period within the last three years, direct remuneration in excess of $120,000 from the Company other than director and committee fees and pension or other forms of deferred compensation for prior services;
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(5)
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(i) is not a current partner or employee of a firm that is the Company’s internal or external auditor; (ii) does not have an immediate family member who is a current partner of such a firm; (iii) does not have an immediate family member who is a current employee of such a firm and personally works on the Company’s audit; and (iv) has not, nor has an immediate family member, been a partner or employee of such a firm and personally worked on the Company’s audit within the last three years;
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(6)
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Is not part of an “interlocking directorate,” whereby an executive officer of the Company simultaneously served on the compensation committee of another company that employed the director as an executive officer during the last three years;
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(7)
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Is free of any relationships with the Company that may impair, or appear to impair, his or her ability to make independent judgments; and
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(8)
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Is not employed by a non-profit organization where a substantial portion of funding for the past three years (exceeding the greater of $1 million or two percent of the organization’s annual consolidated gross revenues) comes from the Company or the Caterpillar Foundation.
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Committee Membership
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||||
Audit
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Compensation
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Governance
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Public Policy
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David L. Calhoun
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Ö
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Daniel M. Dickinson
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Ö
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Eugene V. Fife
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Ö*
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Juan Gallardo
|
Ö
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|||
David R. Goode
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Ö*
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Jesse J. Greene, Jr.
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Ö
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Peter A. Magowan
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Ö
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|||
Dennis A. Muilenburg
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Ö
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William A. Osborn
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Ö*
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Charles D. Powell
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Ö*
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Edward B. Rust, Jr.
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Ö
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Susan C. Schwab
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Ö
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Joshua I. Smith
|
Ö
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|||
Miles D. White
|
Ö
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* Chairman of Committee
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§
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Direct Telephone: 309-494-4393 (English only)
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§
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Call Collect Helpline: 770-582-5275 (language translation available)
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§
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Confidential Fax: 309-494-4818
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§
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E-mail: BusinessPractices@CAT.com
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§
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Internet: www.caterpillar.com/obp
|
By the members of the
Audit Committee consisting of:
|
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William A. Osborn (Chairman)
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Daniel M. Dickinson
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Jesse J. Greene, Jr.
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2011
|
2010
|
||||||||
Audit Fees 1
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$
|
31.6
|
$
|
23.2
|
|||||
Audit-Related Fees 2
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1.6
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5.0
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|||||||
Tax Compliance Fees 3
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1.8
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2.2
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|||||||
Tax Planning and Consulting Fees 4
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3.9
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1.7
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|||||||
All Other Fees 5
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0.9
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0.1
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|||||||
TOTAL
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$
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39.8
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$
|
32.2
|
|||||
1
|
“Audit Fees” principally includes audit and review of financial statements (including internal control over financial reporting), statutory and subsidiary audits, SEC registration statements, comfort letters and consents.
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2
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“Audit-Related Fees” principally includes agreed upon procedures for securitizations, attestation services requested by management, accounting consultations, pre- or post- implementation reviews of processes or systems, financial due diligence and audits of employee benefit plan financial statements. Total fees paid directly by the benefit plans, and not by the Company, were $1.0 in 2011 and $0.7 in 2010 and are not included in the amounts shown above.
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3
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“Tax Compliance Fees” includes, among other things, statutory tax return preparation and review and advice on the impact of changes in local tax laws.
|
||||||||
4
|
“Tax Planning and Consulting Fees” includes, among other things, tax planning and advice and assistance with respect to transfer pricing issues.
|
||||||||
5
|
“All Other Fees” principally includes subscriptions to knowledge tools, attendance at training classes/seminars and other advisory services.
|
Company Proposals
|
PROPOSAL 1 — Election of Directors
|
DAVID L. CALHOUN, 55, is currently Chief Executive Officer (since May 2010) and Executive Director (since January 2011) of Nielsen Holdings N.V. (marketing and media information) and Chairman of the Executive Board and Chief Executive Officer of The Nielsen Company B.V. Prior to his positions at Nielsen, Mr. Calhoun served as Vice Chairman of General Electric Company and President and Chief Executive Officer of GE Infrastructure. Other current directorships: Medtronic, Inc. and The Boeing Company. Mr. Calhoun has advised Medtronic, Inc. that he will not stand for re-election at its 2012 annual stockholders’ meeting. Other directorships within the last five years: none. Mr. Calhoun has been a director since 2011.
The Board believes that Mr. Calhoun provides valuable insight and perspective on general strategic and business matters, stemming from his extensive executive and management experience with Nielsen and GE. Mr. Calhoun also has significant manufacturing and high-technology industry expertise as evidenced by his leadership of GE’s aircraft engines and transportation businesses.
|
|||
DANIEL M. DICKINSON, 50, is currently Managing Partner of HCI Equity Partners (private equity investment). Other current directorships: Progressive Waste Solutions Ltd., Mistras Group, Inc. and HCI Equity Partners. Other directorships within the last five years: none. Mr. Dickinson has been a director of the Company since 2006.
The Board believes that Mr. Dickinson’s experience in mergers and acquisitions, private equity business and role as an investment banker provides important insight for the Company’s growth strategy. His significant financial expertise and experience, both in the United States and internationally, contributes to the Board’s understanding and ability to analyze complex issues. His experience as a director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
EUGENE V. FIFE, 71, is currently Managing Principal of Vawter Capital LLC (private investment). Mr. Fife served as the interim CEO and President of Eclipsys Corporation (healthcare information services) from April to November of 2005 and the non-executive Chairman from 2001 until 2010, when Eclipsys merged with Allscripts Healthcare Solutions, Inc. Mr. Fife was formerly a partner of Goldman Sachs & Co., retiring in 1995. Other current directorships: Allscripts Healthcare Solutions, Inc. Other directorships within the last five years: Eclipsys Corporation. Mr. Fife has been a director of the Company since 2002.
The Board believes that Mr. Fife’s investment banking experience bolsters the expertise of the Board and adds important insights for the Company’s growth strategy. His financial expertise and experience are important considerations for the Board. Additionally, his experiences as a chief executive officer and director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
JUAN GALLARDO, 64, is currently Chairman and was formerly CEO of Grupo Embotelladoras Unidas S.A.B. de C.V. (beverages and bottling). Other current directorships: Lafarge SA. Other directorships within the last five years: Grupo Mexico, S.A. de C.V. Mr. Gallardo has been a director of the Company since 1998.
The Board believes that Mr. Gallardo’s international business experience, particularly in Latin America and South America, are important for the Company’s growth strategy. His extensive background in trade-related issues also contributes to the Board’s expertise. In addition, his experience as a chief executive officer and director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
DAVID R. GOODE, 71, was formerly Chairman, President and CEO of Norfolk Southern Corporation (holding company engaged principally in surface transportation). Other current directorships: Delta Air Lines, Inc. and Texas Instruments Incorporated. Other directorships within the last five years: none. Mr. Goode has been a director of the Company since 1993.
The Board believes that Mr. Goode’s experience in the transportation and railroad industry provides valuable expertise to the Board. His extensive experience in a capital-intensive industry enables him to make important contributions to the Company’s growth strategy. In addition, his experience as a chief executive officer and director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
JESSE J. GREENE, JR., 67, was formerly Vice President of Financial Management and Chief Financial Risk Officer of International Business Machines Corporation (computer and office equipment). Other current directorships: none. Other directorships within the last five years: none. Mr. Greene has been a director of the Company since 2011.
The Board believes that Mr. Greene’s financial and information technology experience is valuable to the Board. His experience as a chief financial risk officer and executive of a large, publicly-traded multinational corporation enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
JON M. HUNTSMAN, JR., 51, former United States Ambassador to China (2009-2011) and former governor of Utah (2005-2009). Other current directorships: Ford Motor Company and Huntsman Corporation. Other directorships within the last five years: none. Mr. Huntsman became a director of the Company in April 2012.
The Board believes that Mr. Huntsman’s extensive global knowledge and experience – particularly in Asia with trade and other policy issues – and operational experience gained as governor of Utah enables him to provide meaningful input and guidance to the Board and the Company.
Mr. Huntsman was brought to the attention of the Governance Committee by Mr. Oberhelman following a reference from an unrelated third party.
|
|||
PETER A. MAGOWAN, 70, was formerly President and Managing General Partner (1993-2008) of the San Francisco Giants (major league baseball team) and Chairman (1980-1998) and Chief Executive Officer (1980-1993) of Safeway Inc. (food retailer). Other current directorships: none. Other directorships within the last five years: DaimlerChrysler AG. Mr. Magowan has been a director of the Company since 1993.
The Board believes that Mr. Magowan’s business experience as a long-term chief executive officer of Safeway Inc., a large, publicly-traded multinational corporation, is particularly valuable to the Board. His experience in owning and managing a professional baseball organization also provides a diverse viewpoint on business matters. In addition, his experience as a director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
DENNIS A. MUILENBURG, 48, has been Executive Vice President of The Boeing Company (aerospace/defense products and services) and President and Chief Executive Officer of Boeing Defense, Space & Security since September 2009. Prior to his current position, Mr. Muilenburg was President of Boeing Global Services & Support (2008-2009), Vice President and General Manager of the Boeing Combat Systems division (2006-2008) and Vice President and Program Manager for Boeing Future Combat Systems (2003-2006). Other current directorships: none. Other directorships within the last five years: none. Mr. Muilenburg has been a director since 2011.
The Board believes that Mr. Muilenburg provides valuable insight to the Board on strategic and business matters, stemming from his experience with large-scale product development programs and his world-wide supply chain and manufacturing expertise.
|
|||
DOUGLAS R. OBERHELMAN, 59, is currently Chairman and Chief Executive Officer of Caterpillar Inc. Prior to his current position, Mr. Oberhelman served as Vice Chairman and Chief Executive Officer-Elect and as a Group President of Caterpillar Inc. Other current directorships: Eli Lilly and Company. Other directorships within the last five years: Ameren Corporation. Mr. Oberhelman has been a director of the Company since 2010.
The Board believes that Mr. Oberhelman’s extensive experience and knowledge of the Company, gained during over 35 years of service in a wide range of Caterpillar leadership positions, enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
WILLIAM A. OSBORN, 64, was formerly Chairman and CEO of Northern Trust Corporation (multibank holding company) and The Northern Trust Company (bank). Other current directorships: Abbott Laboratories and General Dynamics Corporation. Other directorships within the last five years: Nicor Inc., Tribune Company and Northern Trust Corporation. Mr. Osborn has been a director of the Company since 2000.
The Board believes that Mr. Osborn’s financial expertise and experience is valuable to the Board. His experience as a chairman and chief executive officer of a large, publicly-traded multinational corporation is particularly important to the Board. In addition, his experience as a director of other large, publicly-traded corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
CHARLES D. POWELL, 70, is currently Chairman of Capital Generation Partners (asset and investment management), LVMH Services Limited (luxury goods) and Magna Holdings (real estate investment). Prior to his current positions, Lord Powell was Chairman of Sagitta Asset Management Limited (asset management). Other current directorships: LVMH Moët-Hennessy Louis Vuitton and Textron Inc. Other directorships within the last five years: none. Lord Powell has been a director of the Company since 2001.
The Board believes that Lord Powell’s substantial knowledge of international affairs and business expertise are important to the Board. His trade, public and governmental affairs and international experience is also valued by the Board. In addition, his role as a director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
EDWARD B. RUST, JR., 61, is currently Chairman, CEO and President of State Farm Mutual Automobile Insurance Company (insurance). He is also President and CEO of State Farm Fire and Casualty Company, State Farm Life Insurance Company and other principal State Farm affiliates as well as Trustee and President of State Farm Mutual Fund Trust and State Farm Variable Product Trust. Other current directorships: Helmerich & Payne, Inc. and The McGraw-Hill Companies, Inc. Other directorships within the last five years: none. Mr. Rust has been a director of the Company since 2003.
The Board believes that Mr. Rust’s financial and business experience is valuable to the Board. His role as a chief executive officer of a major national corporation and experience as a director of large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company. In addition, his extensive involvement in education improvement compliments the Company’s culture of social responsibility.
|
SUSAN C. SCHWAB, 57, is currently a Professor at the University of Maryland School of Public Policy and a Strategic Advisor for Mayer Brown LLP. Prior to her current positions, Ambassador Schwab held various positions including United States Trade Representative (member of the President’s cabinet) and Deputy United States Trade Representative. Other current directorships: FedEx Corporation and The Boeing Company. Other directorships within the last five years: none. Ambassador Schwab has been a director of the Company since 2009.
The Board believes that Ambassador Schwab brings extensive knowledge, insight and experience on international trade issues to the Board. Her experience in education and her previous role as the U.S. Trade Representative provide important insights for the Company’s global business model and long-standing support of open trade. In addition, her experience as a director of large, publicly-traded multinational corporations enables her to provide meaningful input and guidance to the Board and the Company.
|
|||
JOSHUA I. SMITH, 71, is currently Chairman and Managing Partner of the Coaching Group, LLC (management consulting). Other current directorships: Comprehensive Care Corporation, FedEx Corporation and The Allstate Corporation. Other directorships within the last five years: CardioComm Solutions Inc. Mr. Smith has been a director of the Company since 1993.
The Board believes that Mr. Smith’s experience in management consulting and business leadership provides important guidance to the Board. His experience as the Chairman of the U.S. Commission on Minority Business Development, Maryland Small Business Development Finance Authority and as a member of the board of directors of the U.S. Chamber of Commerce provides valued insights on diversity issues. In addition, his experience as the founder and chief executive officer of his own business and role as a director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
MILES D. WHITE, 57, is currently Chairman and Chief Executive Officer of Abbott Laboratories (pharmaceutical and medical products). Other current directorships: McDonald’s Corporation. Other directorships within the last five years: Motorola, Inc. and Tribune Company. Mr. White has been a director of the Company since 2011.
The Board believes that Mr. White’s experience as the chief executive officer of a large, complex multinational company provides important insight to the Board. His skills include knowledge of cross-border operations, strategy and business development, risk assessment, finance, leadership development and succession planning, and corporate governance matters. In addition to his role as an executive officer, his experience as a director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board and the Company.
|
|||
PROPOSAL 3 — Advisory Vote on Executive Compensation
|
PROPOSAL 4 — Amend Restated Certificate of Incorporation and Bylaws to Provide Stockholders the Right to Call Special Meetings
|
§
|
receive clearly articulated and reasonable timelines and instructions to accomplish this; and
|
§
|
fully disclose their interest in Caterpillar and the matter being proposed.
|
Item
|
Current Bylaw Provisions
|
Proposed Revision
|
SEC Rule 14a-8 proposals (i.e. those intended to be included in the Company’s proxy statement as permitted by SEC rules)
|
No provision
|
Clarifies that shareholder proposals submitted for inclusion in the Company’s proxy statement will follow the timeline set forth in the SEC rules and not the bylaws
|
Timing of submission of annual meeting stockholder proposals – other than SEC Rule 14a-8 proposals or nomination of directors
|
45 – 90 days before the meeting; if less than 60 days notice of the annual meeting is given, then not later than 15 days from the meeting notice
|
60-120 days before the anniversary date of the prior year meeting;
if the annual meeting date varies by more than 30 days from the prior year meeting date, then not later than 15 days following public announcement of the meeting date, but not earlier than 120 days in advance of the meeting
|
Timing of submission of annual meeting stockholder proposals to elect directors
|
90 days before the meeting
|
60-120 days before the anniversary date of the prior year meeting;
if the annual meeting date varies by more than 30 days from the prior year meeting date, then not later than 15 days following public announcement of the meeting date, but not earlier than 120 days in advance of the meeting
|
Timing of submission of special meeting stockholder proposal to elect directors
|
Not later than 10 days from the meeting notice
|
Not later than 10 days following public announcement of the meeting date
|
Disclosure of Beneficial Ownership
|
No requirement to disclose
|
The disclosure requirements applicable to proponents that are record holders also apply to the beneficial holders
|
Stockholder agreements
|
No requirement to disclose
|
A proponent must disclose agreements with others concerning the subject matter of their proposal
|
Derivative positions
|
No requirement to disclose
|
A proponent must disclose if they have entered into agreements that create or vary their voting or economic interest in Caterpillar stock
|
Stockholder Proposals
|
PROPOSAL 6 — Report on Political Contributions and Expenses
|
1.
|
Policies and procedures for political contributions and expenditures (both direct and indirect) made with corporate funds.
|
2.
|
Monetary and non-monetary contributions and expenditures (direct and indirect) used to participate or intervene in any political campaign on behalf of (or in opposition to) any candidate for public office, and used in any attempt to influence the general public, or segments thereof, with respect to elections or referenda. The report shall include:
|
a.
|
An accounting through an itemized report that includes the identity of the recipient as well as the amount paid to each recipient of the Company’s funds that are used for political contributions or expenditures as described above; and
|
b.
|
The title(s) of the person(s) in the Company responsible for the decision(s) to make the political contributions or expenditures.
|
Caterpillar Response to PROPOSAL 6 — Report on Political Contributions and Expenses
|
Caterpillar Response to PROPOSAL 7 — Director Election Majority Vote Standard
|
PROPOSAL 8 — Review of Global Corporate Standards
|
Caterpillar Response to PROPOSAL 8 — Review of Global Corporate Standards
|
§
|
We build and maintain a productive, motivated work force by treating all employees fairly and equitably. We respect and recognize the contributions of employees as well as other stakeholders.
|
§
|
We will select and place employees on the basis of their qualifications for the work to be performed, considering accommodations as appropriate and needed – without regard to their race, religion, national origin, color, gender identity, sexual orientation, age, and/or physical or mental disability.
|
§
|
We support and obey laws that prohibit discrimination everywhere we do business.
|
§
|
Caterpillar insists on a work environment free of intimidation and harassment.
|
§
|
Caterpillar selects, places, evaluates and rewards employees based on their personal qualifications and skills for the job, demonstrated performance and the contributions they make to Caterpillar.
|
§
|
We understand and accept the uniqueness of individuals, and are non-judgmental regarding differences. We value the diversity of unique talents, skills, abilities, and experiences that enable Caterpillar people to achieve superior business and personal results.
|
§
|
As a global company, we understand that there are many differing economic and political philosophies and forms of government throughout the world. We acknowledge the wide diversity that exists among the social customs and cultural traditions in the countries in which we operate. We respect such differences, and to the extent that we can do so in keeping with the principles of our Code of Conduct, we will maintain the flexibility to adapt our business practices to them.
|
§
|
As a company, we strive to contribute toward a global environment in which all people can work safely and live healthy, productive lives, now and in the future. We actively promote the health and safety of everyone on our property with policies and practical programs that help individuals safeguard themselves and their co-workers.
|
§
|
We strive to create stockholder value by providing customers with solutions that improve the sustainability of their operations. We leverage technology and innovation to increase our efficiency and productivity while reducing environmental impact. We develop new business opportunities that help our customers, dealers, distributors and suppliers do the same. Our products and services will meet or exceed applicable regulations and standards wherever they are initially sold. We lead industry and community initiatives that share our commitment to making sustainable progress possible.
|
§
|
In dealing with public officials, other corporations and private citizens, we firmly adhere to ethical business practices. We will not seek to influence others, either directly or indirectly, by paying bribes or kickbacks, or by any other measure that is unethical or that will tarnish our reputation for honesty and integrity. Even the appearance of such conduct must be avoided.
|
§
|
While we conduct our business within the framework of applicable laws and regulations, for us, mere compliance with the law is not enough. We strive for more than that. Through our Code of Conduct, we envision a work environment all can take pride in, a company others respect and admire, and a world made better by our actions.
|
§
|
We look for suppliers and business allies who demonstrate strong values and ethical principles and who support our commitment to quality. We avoid those who violate the law or fail to comply with the sound business practices we embrace.
|
§
|
Our dealers and distributors serve as a critical link between our company and our customers worldwide. We value their positive contributions to our reputation and their deep commitment to the customers and communities they serve.
|
Caterpillar Response to PROPOSAL 9 — Stockholder Action by Written Consent
|
Persons Owning More than Five Percent of Caterpillar Common Stock
|
Voting Authority
|
Dispositive Authority
|
Total Amount
of Beneficial
|
Percent
of
|
||||
Name and Address
|
Sole
|
Shared
|
Sole
|
Shared
|
Ownership
|
Class
|
|
BlackRock, Inc.
40 East 52nd Street
New York, NY 10022
|
34,053,703
|
0
|
34,053,703
|
0
|
34,053,703
|
5.27
|
|
State Street Corporation and various direct and indirect subsidiaries (1)
State Street Financial Center
One Lincoln Street
Boston, MA 02111
|
0
|
29,762,341
|
0
|
73,206,210
|
73,206,210
|
11.30
|
|
(1)
|
State Street Bank and Trust Company serves as investment manager for certain Caterpillar defined benefit plans (7,052,263 shares) and defined contribution plans (36,391,606 shares).
|
Caterpillar Common Stock Owned by Executive Officers and Directors
(as of March 1, 2012)
|
Common
Stock 1
|
Shares
underlying
Stock Options/
SARs 2
|
Right to Acquire
within 60 days 3
|
|||||
David L. Calhoun
|
1,200
|
—
|
—
|
||||
Daniel M. Dickinson
|
6,436
|
5,833
|
—
|
||||
Eugene V. Fife
|
27,331
|
24,000
|
—
|
||||
Juan Gallardo
|
230,874
|
44,833
|
—
|
||||
David R. Goode
|
73,327
|
28,833
|
—
|
||||
Jesse J. Greene, Jr.
|
7,960
|
—
|
—
|
||||
Jon M. Huntsman, Jr.
|
—
|
—
|
—
|
||||
Richard P. Lavin
|
80,323
|
206,874
|
341,603
|
||||
Stuart L. Levenick
|
138,137
|
474,880
|
349,619
|
||||
Peter A. Magowan
|
307,574
|
28,833
|
—
|
||||
Dennis A. Muilenburg
|
—
|
—
|
—
|
||||
Douglas R. Oberhelman
|
121,068
|
813,368
|
681,364
|
||||
William A. Osborn
|
39,974
|
20,833
|
—
|
||||
Charles D. Powell
|
15,723
|
44,833
|
—
|
||||
Edward J. Rapp
|
43,589
|
351,942
|
214,768
|
||||
Edward B. Rust, Jr.
|
23,519
|
20,833
|
—
|
||||
Susan C. Schwab
|
6,812
|
0
|
—
|
||||
Joshua I. Smith
|
13,737
|
26,833
|
—
|
||||
Gerard R. Vittecoq
|
118,282
|
571,810
|
352,766
|
||||
Miles D. White
|
1,980
|
0
|
—
|
||||
Steven H. Wunning
|
75,405
|
460,988
|
352,179
|
||||
All directors and executive officers as a group 4
|
1,384,452
|
3,435,153
|
2,488,611
|
||||
1
|
Common stock that is directly or indirectly beneficially owned, including stock that is individually or jointly owned and shares over which the individual has either sole or shared investment or voting authority.
|
||||||
2
|
Shares subject to stock options or SARs exercisable within 60 days.
|
||||||
3
|
SARs or RSUs that individual has the right to acquire within 60 days if such individual elected to retire pursuant to long-service separation.
|
||||||
4
|
This group includes directors, named executive officers and two additional executive officers subject to Section 16 filing requirements (group). Amount includes 298,645 shares for which voting and investment power is shared. No individual within the group beneficially owns more than one percent of our stock. The group beneficially owns 1.15 percent of the Company’s outstanding common stock. None of the shares held by the group has been pledged.
|
Compensation Discussion and Analysis (CD&A)
|
|
1.
|
Base salary is the lowest percentage of total direct compensation. Our NEOs have responsibility for overall Company performance so a significant amount of their compensation should be contingent on performance. To achieve this objective, base salary represents the lowest percentage of their compensation.
|
|
2.
|
Short-term incentive compensation is based on performance. Short-term incentive compensation awarded under our Executive Short-Term Incentive Plan (ESTIP) is based on the achievement of annual performance goals at the corporate and business unit levels. This drives accountability and rewards exceptional results. Payouts are subject to a threshold performance “trigger” and are not guaranteed.
|
|
3.
|
Long-term incentive compensation is based on Company performance. We expect our executives to focus on the Company’s continued success. Under our Long-Term Cash Performance Plan (LTCPP) awards are tied to the Company’s performance over a period of time. Executives have a higher ratio of long-term to short-term incentive compensation. Payouts are subject to a threshold performance “trigger” and are not guaranteed.
|
|
4.
|
Equity should be a significant percentage of compensation. Profitable growth is an important priority for the Company and our stockholders. To align the actions of our executives with the expectations of our stockholders, equity represents a significant percentage of their compensation.
|
§
|
Stock ownership requirements – Compared to Caterpillar’s peer group, Caterpillar stock ownership requirements for NEOs, (a minimum of 50 percent of the average number of shares or units granted to the NEO during the last five years which currently equates to over three times base salary), discussed on page 33, are in the upper quartile. Each of our NEOs has exceeded these requirements.
|
§
|
Benchmark process – The Committee reviews the external marketplace in order to set market-based pay levels and consider best practices when making compensation decisions.
|
§
|
Independent compensation consultation – The Committee retains and consults an independent compensation consultant.
|
§
|
No pre-existing change in control severance benefits – The Company does not have any pre-existing change in control severance arrangements with its NEOs. Under the Company’s short-term and long-term incentive plans, a termination of employment in addition to a change in control is required to trigger benefits.
|
§
|
Compensation recoupment policy – The Company may seek the reimbursement of bonus and incentive compensation or cancel unvested or deferred awards based on the misconduct of an executive officer that causes the Company to restate all or a portion of its financial statements.
|
§
|
Prohibition on hedging and related transactions – The Company prohibits NEOs, directors and employees from engaging in transactions involving Company securities that hedge or offset any decreases in the market value of such securities, including put or call options, pledges, any other form of hedging transactions, margin purchases of Company stock or short sales.
|
§
|
No tax gross-ups – The Company does not pay tax gross-ups for payments relating to a change in control or with respect to perquisites.
|
§
|
Equity grant policies – The Company does not backdate, re-price or grant equity awards retroactively. The grant date for annual equity awards is fixed on the first Monday in March and the first business day in May for the Chairman’s Award.
|
2011 Peer Group
|
||
§ 3M Company
|
§ FedEx Corporation
|
§ PepsiCo, Inc.
|
§ Alcoa Inc.
|
§ Ford Motor Company
|
§ Pfizer Inc.
|
§ Altria Group, Inc.
|
§ General Dynamics Corporation
|
§ The Procter & Gamble Company
|
§ American Express Company
|
§ General Electric Company
|
§ Siemens Aktiengesellschaft
|
§ Archer-Daniels-Midland Company
|
§ Honeywell International Inc.
|
§ United Parcel Service, Inc.
|
§ The Boeing Company
|
§ International Business Machines Corporation
|
§ United Technologies Corporation
|
§ Cummins Inc.
|
§ Johnson & Johnson
|
§ Valero Energy Corporation
|
§ Deere & Company
|
§ Johnson Controls, Inc.
|
§ Weyerhaeuser Company
|
§ Dell Inc.
|
§ Lockheed Martin Corporation
|
|
§ The Dow Chemical Company
|
§ PACCAR Inc
|
Component
|
Description
|
Pay for Performance / Pay at Risk
|
|
Annual Cash
Compensation
|
Base Salary
|
Competitive pay to attract and retain talented executives.
|
Base salary represents the smallest percentage of NEO compensation which reinforces our Pay at Risk philosophy. Increases are generally market and performance-driven.
|
ESTIP
|
Annual incentive plan that delivers a targeted percentage of base salary based on performance against predetermined corporate and business unit goals.
|
Variable component of pay intended to motivate and reward achievement of annual objectives. Goals are focused on shorter-term critical issues that are indicative of improved year-over-year performance. Payouts are not guaranteed, and no payouts are made if performance thresholds are not achieved.
|
|
Long-Term
Incentive Compensation
|
Equity Awards
|
For 2011, most NEO equity awards were in the form of Stock Appreciation Rights (SARs), while a small percentage of NEO equity awards were in the form of time-vested Restricted Stock Units (RSUs).
|
Time-vested RSUs reward strong, sustained underlying stock value, while SARs reward increasing stockholder value (share appreciation). Equity awards align the interests of our NEOs with those of our stockholders.
|
LTCPP
|
Three-year performance program with cash payouts based on achieving corporate-level objectives. Payout amounts are targeted as a percentage of base salary, with a threshold, target and maximum level payout based on performance.
|
LTCPP is tied to longer-term company performance and aligns executive actions with stockholder expectations. Payouts can vary greatly from one year to the next.
|
|
Other
Benefits
|
Health and Welfare Benefit Plans, Perquisites
|
Executives are eligible to participate in health and welfare benefit plans generally available to other employees in the countries in which they are located and receive a limited number of perquisites commonly provided in the marketplace.
|
These programs provide competitive benefits that help attract and retain executive talent.
|
Executive
|
2010 Salary
(Actual)
|
2011 Salary
(Actual)
|
Description
|
Douglas R. Oberhelman
|
$1,084,448
|
$1,429,506
|
On November 1, 2010, Mr. Oberhelman’s annual base salary was increased to $1,368,000, representing the minimum salary level in the CEO base salary range. Increase in 2011 reflects additional level of experience.
|
Richard P. Lavin
|
$584,004
|
$723,504
|
Mr. Lavin’s 2011 base salary reflects market based midpoint for Group Presidents, additional responsibilities and level of experience – change reflects no increase in salary over prior three years due to austerity measures.
|
Stuart L. Levenick
|
$729,996
|
$794,652
|
Mr. Levenick’s 2011 base salary increase reflects additional responsibilities and level of experience – change reflects no increase in salary over prior three years due to austerity measures.
|
Edward J. Rapp
|
$584,004
|
$723,504
|
Mr. Rapp’s 2011 base salary reflects market based midpoint for Group Presidents, additional responsibilities and level of experience – change reflects no increase in salary over prior three years due to austerity measures.
|
Gerard R. Vittecoq*
|
$988,777
|
$1,035,476
|
Mr. Vittecoq’s 2011 base salary increase reflects additional responsibilities and level of experience – change reflects no increase in salary over prior three years due to austerity measures.
|
Steven H. Wunning
|
$729,996
|
$806,199
|
Mr. Wunning’s 2011 base salary increase reflects additional responsibilities and level of experience – change reflects no increase in salary over prior three years due to austerity measures.
|
*Mr. Vittecoq’s salary is paid in Swiss Francs and was converted to U.S. dollars based on the exchange rate in effect on December 31, 2010 and 2011, respectively.
|
|
§
|
performance levels greater than threshold but less than target result in a payout factor range of 30 percent to 99.99 percent of the executive’s target opportunity
|
|
§
|
target to maximum performance results in a payout range of 100 percent to 199.99 percent
|
|
§
|
achieving the maximum or greater performance levels results in a payout factor of 200 percent
|
Executive
|
Weight
|
Committee Determinations
|
Douglas R. Oberhelman
|
100%
|
As the Chairman and CEO, Mr. Oberhelman is responsible for overall Company performance; his ESTIP is based entirely on the corporate measure.
|
Richard P. Lavin
|
25%
|
Mr. Lavin is primarily responsible for machine-related business units resulting in a higher weighting on business unit measures.
|
Stuart L. Levenick
|
25%
|
Mr. Levenick is primarily responsible for customer and dealer support business units resulting in a higher weighting on business unit measures.
|
Edward J. Rapp
|
80%
|
Mr. Rapp is primarily responsible for corporate-level financial and corporate services resulting in a higher weighting of the corporate measure.
|
Gerard R. Vittecoq
|
50%
|
Mr. Vittecoq’s primary responsibility is for the Power Systems segment. The corporate measure was given additional weight because it is more reflective of his global responsibilities for Power Systems.
|
Steven H. Wunning
|
25%
|
Mr. Wunning is primarily responsible for machine-related business units resulting in a higher weighting on business unit measures.
|
Business Unit Performance Measure
|
Corporate Strategy
|
Description
|
Return on Net Assets (RONA)
|
Superior Financial Performance
|
The Committee approved RONA for certain business units because it measures how efficiently accountable profit is generated from net assets. For ESTIP, RONA is calculated as segment/business unit profit plus short-term incentive compensation expense divided by the average monthly net segment/business unit assets.
|
Building Construction Products (BCP) RONA: RONA based on the results of the BCP business unit.
|
||
Customer & Dealer Support RONA: RONA based on three operating segments from the "All Other" reportable segment category, excluding costs related to examining strategic options for the Company’s third party logistics business.
|
||
Machine Group RONA: RONA based on the combination of Construction and Resource Industries reportable segments, excluding BCP (which is accounted for separately for ESTIP) and the impact of the acquisition of Bucyrus.
|
||
Power Systems RONA: RONA based on the Power Systems reportable segment.
|
||
Percent of Industry Sales (PINS)
|
Global Leader
|
The Committee approved PINS as a performance measure to focus on the Company’s strategic goal of being the global leader. PINS is used to measure improvements in the Company’s competitive position in the markets it serves by comparing dealer sales (including deliveries to dealer rental operations) of equipment to industry sales. Certain products and geographic areas are excluded from this measure due to availability of accurate data or recent acquisition. Products were given different weights based on NEO responsibilities and relationship to the corporate strategy.
|
Customer & Dealer Support Group Enterprise Parts (Orders) Sales
|
Global Leader
|
The Committee approved this measure because increasing parts sales is an important aspect of the corporate strategy. This measure represents the percentage of Caterpillar branded parts (orders) sales at actual price levels compared to business plan.
|
Financial Products Division Return on Equity (ROE)
|
Superior Financial Performance
|
The Committee approved this measure to drive accountability and performance for Caterpillar’s Financial Products reportable segment. For ESTIP, ROE is calculated by dividing the full year profit (after tax) by the average of the monthly accountable equity balances, excluding the impact of interest costs and equity changes associated with differences in planned vs. actual dividends. Dividends are payments of retained earnings from Caterpillar Financial Services Corporation, the Company’s wholly owned finance subsidiary, to Caterpillar.
|
Executive
|
Equity Award
(SARs)
|
Chairman’s Award
(RSUs)
|
Total Value
2011 Equity Awards
|
||||||||
Value(1)
|
#
|
Value
|
#
|
||||||||
Douglas R. Oberhelman
|
$
|
8,309,208
|
226,224
|
$
|
N/A
|
N/A
|
$
|
8,309,208
|
|||
Richard P. Lavin
|
$
|
1,971,262
|
53,669
|
$
|
57,585
|
500
|
$
|
2,028,847
|
|||
Stuart L. Levenick
|
$
|
2,065,254
|
56,228
|
$
|
57,585
|
500
|
$
|
2,092,839
|
|||
Edward J. Rapp
|
$
|
2,065,254
|
56,228
|
$
|
115,170
|
1,000
|
$
|
2,180,424
|
|||
Gerard R. Vittecoq
|
$
|
2,065,254
|
56,228
|
$
|
57,585
|
500
|
$
|
2,092,839
|
|||
Steven H. Wunning
|
$
|
2,159,283
|
58,788
|
$
|
86,378
|
750
|
$
|
2,245,661
|
|||
(1) Grant date fair market value determined in accordance with Financial Accounting Standards Board Standard Codification Topic 718.
|
Performance Measure
|
Weight
|
Performance Levels
|
Results
|
Payout Factor
|
Weighted Factor
|
||
Threshold
|
Target
|
Max.
|
|||||
ROA
|
50%
|
6%
|
10%
|
15%
|
6.8%
|
60.33%
|
105.17%
|
Relative PPS Growth
(Measured against
S&P Peer Group)
|
50%
|
25th percentile
|
50th percentile
|
75th percentile
|
Above 75th
percentile
|
150%
|
Executive
|
Performance-Based Payout
(2009-2011 LTCPP)
|
Douglas R. Oberhelman
|
$1,687,546
|
Richard P. Lavin
|
$729,622
|
Stuart L. Levenick
|
$869,516
|
Edward J. Rapp
|
$729,622
|
Gerard R. Vittecoq
|
$1,162,257
|
Steven H. Wunning
|
$873,989
|
S&P Peer Group
|
||
§3M Company
|
§General Electric Company
|
§Navistar International Corporation
|
§Cummins Inc.
|
§Honeywell International Inc.
|
§PACCAR Inc
|
§Danaher Corporation
|
§Illinois Tool Works Inc.
|
§Pall Corporation
|
§Deere & Company
|
§Ingersoll-Rand Company Limited
|
§Parker-Hannifin Corporation
|
§Dover Corporation
|
§ITT Corporation
|
§Textron Inc.
|
§Eaton Corporation
|
§Johnson Controls, Inc.
|
§United Technologies Corporation
|
|
§
|
Caterpillar’s financial performance.
|
|
§
|
The accomplishment of Caterpillar’s long-term strategic objectives.
|
|
§
|
The achievement of individual goals set at the beginning of each year.
|
|
§
|
The development of Caterpillar’s top management team.
|
§
|
Delivered superior results and grew the Company’s profitability.
|
o
|
2011 sales and revenues up 41 percent from 2010.
|
o
|
2011 profit per share of $7.40 up 78 percent from $4.15 in 2010.
|
o
|
Machinery and Power Systems operating cash flow nearing $8 billion – Caterpillar’s best year ever.
|
§
|
Developed an outstanding team while demonstrating and advocating Caterpillar’s Values in Action – focused on safety, diversity & inclusion and growth of Caterpillar’s global footprint.
|
§
|
Successful closing and integration of several acquisitions, including Bucyrus International, Inc. (Bucyrus), Electro-Motive Diesel, Inc. (EMD) and MWM Holding GmbH (MWM) into the Caterpillar team.
|
§
|
Smooth introduction of Tier 4 machines with minimal quality issues.
|
§
|
Drove customer focus and supplier collaboration through weekly customer visits and frequent contact with strategic suppliers while maintaining intense competitive reviews and benchmarking.
|
§
|
Led the transition from an asset-driven metric, ROA, to a return on capital-driven metric, OPACC.
|
§
|
Strong financial performance – OPACC and RONA exceeded targets.
|
§
|
Focus on quality – as delivered quality and reliability exceeded targets.
|
§
|
Parts sales exceeded plan.
|
§
|
Superior financial performance – accountable profit, OPACC, RONA, cash flow and inventory turnover results all exceeded targets.
|
§
|
Sales and price realization both exceeded goals in his area of responsibility.
|
§
|
Percent of Parts Sales – Cat Branded (POPS-C), parts orders, and parts availability all exceeded plan.
|
§
|
Superior corporate financial position – machinery and equipment operating cash flow, direct material, and debt/debt plus equity metrics all exceeded targets.
|
§
|
Financial Products Division accountable profit and return on equity exceeded targets.
|
§
|
Successful leadership of Caterpillar’s most active year of mergers, acquisitions and divestitures.
|
§
|
Superior financial performance – net sales and transfers, accountable profit, OPACC, RONA, cash flow and inventory turnover results all exceeded targets.
|
§
|
Continued integration of EMD and MWM operations.
|
§
|
Focus on quality – as delivered quality and reliability exceeded plan.
|
§
|
Superior financial performance – accountable profit, OPACC, RONA, cash flow and inventory turnover results all exceeded targets; responded exceptionally well to high customer demand.
|
§
|
Successful integration of legacy Bucyrus and Caterpillar Global Mining organizations (employees and businesses); good progress on transition of related Bucyrus sales and distribution functions to dealers.
|
§
|
Stellar leadership of Tier 4 introduction for 50 product launches in 2011 resulting in excellent dealer and customer acceptance.
|
Richard P. Lavin
|
$142,350
|
Stuart L. Levenick
|
$100,000
|
Edward J. Rapp
|
$186,211
|
Gerard R. Vittecoq
|
$226,549
|
Steven H. Wunning
|
$170,000
|
|
§
|
LTIP allows for the maximum performance level to be paid under each open plan cycle of the LTCPP, prorated based on the time of active employment during the performance cycle.
|
|
§
|
All unvested stock options, stock appreciation rights, restricted stock and restricted stock units vest immediately.
|
|
§
|
Options and SARs remain exercisable over the normal life of the grant.
|
|
§
|
ESTIP provides for a maximum payout factor of 200 percent.
|
Plan Type
|
Title
|
Description
|
Pension
|
Caterpillar Inc. Retirement Income Plan (RIP)
|
Defined benefit pension plan under which benefit amounts are not offset for any Social Security benefits. RIP was closed to new entrants, effective January 1, 2011. All NEOs participate in this plan and continue to earn benefits under RIP until the earlier of separation or December 31, 2019.
|
Supplemental Retirement Plan (SERP)
|
If compensation or retirement income under RIP exceeds the IRS limitations, the excess benefits are paid from SERP. The formula used to calculate the benefit payable in SERP is similar to the one used under RIP. As with RIP, SERP was closed to new entrants effective January 1, 2011. All NEOs continue to earn SERP benefits until the earlier of separation or December 31, 2019.
|
|
Savings
|
Caterpillar 401(k) Savings Plan
|
U.S.-based NEOs are eligible to participate in the Caterpillar 401(k) Savings Plan under which the Company matches 50 percent of the first six percent of pay contributed to the savings plan.
|
Supplemental Deferred Compensation Plan (SDCP)
|
All U.S.-based NEOs are eligible to participate in SDCP, which provides the opportunity to increase deferrals of base salary and to elect deferrals of ESTIP and LTCPP awards. Under the terms of SDCP, supplemental base pay deferrals earn matching contributions at a rate of three percent of the deferred amount, supplemental ESTIP deferrals earn matching contributions at a rate of 50 percent of the first six percent of ESTIP deferrals and excess base pay deferrals are matched 50 percent.
|
|
Supplemental (SEIP) and Deferred (DEIP) Employees’ Investment Plan
|
All U.S.-based NEOs were previously eligible to participate in SEIP and DEIP. These plans were frozen in March 2007. Compensation deferred into SEIP and DEIP prior to January 1, 2005, remains in SEIP and DEIP.
|
§
|
The amount of the bonus, incentive compensation or stock award was calculated based on the achievement of certain financial results that were subsequently the subject of a restatement.
|
§
|
The officer engaged in intentional misconduct that caused or partially caused the need for the restatement.
|
§
|
The amount of the bonus, incentive compensation or stock award that would have been awarded to the officer had the financial results been properly reported would have been lower than the amount actually awarded.
|
By the members of the Compensation
Committee consisting of:
|
||||
David R. Goode (Chairman)
|
||||
David L. Calhoun
|
||||
Edward B. Rust, Jr.
|
||||
Joshua I. Smith
|
Executive Compensation Tables
|
2011 Summary Compensation Table
|
||||||||||||||||||||||||||
Name and
Principal Position
|
Year
|
Salary
|
Bonus 1
|
Stock
Awards
|
Option
Awards 2
|
Non-Equity
Incentive Plan
Compensation 3
|
Change in
Pension Value
and
Nonqualified
Deferred
Compensation
Earnings 4
|
All Other
Compensation 5
|
Total
|
|||||||||||||||||
Douglas R. Oberhelman
|
2011
|
$
|
1,429,506
|
$
|
—
|
$
|
—
|
$
|
8,309,208
|
$
|
4,934,935
|
$
|
2,080,873
|
$
|
147,501
|
$
|
16,902,023
|
|||||||||
Chairman & CEO
|
2010
|
$
|
1,084,448
|
$
|
—
|
$
|
494,608
|
$
|
6,074,611
|
$
|
2,727,563
|
$
|
105,345
|
$
|
63,725
|
$
|
10,550,300
|
|||||||||
2009
|
$
|
729,996
|
$
|
—
|
$
|
148,292
|
$
|
1,179,874
|
$
|
266,635
|
$
|
505,259
|
$
|
164,719
|
$
|
2,994,775
|
||||||||||
Richard P. Lavin
|
2011
|
$
|
723,504
|
$
|
142,350
|
$
|
57,585
|
$
|
1,971,262
|
$
|
1,988,060
|
$
|
731,176
|
$
|
363,873
|
$
|
5,977,810
|
|||||||||
Group President
|
2010
|
$
|
584,004
|
$
|
38,500
|
$
|
223,202
|
$
|
2,886,780
|
$
|
1,377,730
|
$
|
152,994
|
$
|
88,590
|
$
|
5,351,800
|
|||||||||
2009
|
$
|
584,004
|
$
|
—
|
$
|
132,644
|
$
|
1,055,465
|
$
|
196,257
|
$
|
366,197
|
$
|
148,887
|
$
|
2,483,454
|
||||||||||
Stuart L. Levenick
|
2011
|
$
|
794,652
|
$
|
100,000
|
$
|
57,585
|
$
|
2,065,254
|
$
|
2,088,945
|
$
|
956,381
|
$
|
122,743
|
$
|
6,185,560
|
|||||||||
Group President
|
2010
|
$
|
729,996
|
$
|
—
|
$
|
173,761
|
$
|
3,008,526
|
$
|
1,722,141
|
$
|
186,811
|
$
|
93,515
|
$
|
5,914,750
|
|||||||||
2009
|
$
|
729,996
|
$
|
—
|
$
|
132,644
|
$
|
1,055,465
|
$
|
264,505
|
$
|
621,419
|
$
|
144,239
|
$
|
2,948,268
|
||||||||||
Edward J. Rapp
|
2011
|
$
|
723,504
|
$
|
186,211
|
$
|
115,170
|
$
|
2,065,254
|
$
|
1,880,108
|
$
|
789,978
|
$
|
90,713
|
$
|
5,850,938
|
|||||||||
Group President & CFO
|
2010
|
$
|
584,004
|
$
|
—
|
$
|
248,720
|
$
|
3,252,017
|
$
|
1,377,730
|
$
|
108,223
|
$
|
101,432
|
$
|
5,672,126
|
|||||||||
2009
|
$
|
584,004
|
$
|
—
|
$
|
132,644
|
$
|
1,055,465
|
$
|
196,190
|
$
|
362,994
|
$
|
100,886
|
$
|
2,432,183
|
||||||||||
Gerard R. Vittecoq 6
|
2011
|
$
|
1,035,476
|
$
|
226,549
|
$
|
57,585
|
$
|
2,065,254
|
$
|
3,067,049
|
$
|
1,388,869
|
$
|
66,928
|
$
|
7,907,710
|
|||||||||
Group President
|
2010
|
$
|
988,777
|
$
|
49,424
|
$
|
173,761
|
$
|
2,886,780
|
$
|
2,496,932
|
$
|
954,012
|
$
|
41,377
|
$
|
7,591,063
|
|||||||||
2009
|
$
|
895,957
|
$
|
—
|
$
|
140,003
|
$
|
1,113,944
|
$
|
327,253
|
$
|
882,754
|
$
|
35,838
|
$
|
3,395,749
|
||||||||||
Steven H. Wunning
|
2011
|
$
|
806,199
|
$
|
170,000
|
$
|
86,378
|
$
|
2,159,283
|
$
|
2,264,944
|
$
|
695,886
|
$
|
107,833
|
$
|
6,290,523
|
|||||||||
Group President
|
2010
|
$
|
729,996
|
$
|
—
|
$
|
173,761
|
$
|
3,008,526
|
$
|
1,722,141
|
$
|
—
|
$
|
97,837
|
$
|
5,732,261
|
|||||||||
2009
|
$
|
729,996
|
$
|
—
|
$
|
132,644
|
$
|
1,055,465
|
$
|
264,925
|
$
|
481,115
|
$
|
168,011
|
$
|
2,832,156
|
||||||||||
1
|
Periodically NEOs earn discretionary bonuses to recognize increased responsibilities or significant efforts that may not be reflected in the performance objectives established under the short-term or long-term incentive plans. The Compensation Committee believes that these discretionary bonuses are necessary when important Company events require significant time and effort by the NEO. In February 2012, the Compensation Committee approved lump sum discretionary bonuses of $142,350 for Mr. Lavin; $100,000 for Mr. Levenick; $186,211 for Mr. Rapp; $226,549 for Mr. Vittecoq; and $170,000 for Mr. Wunning.
|
|||||||||||||||||||||||||
2
|
The amounts in these columns represent awards granted under the Caterpillar Inc. 2006 Long-Term Incentive Plan (LTIP). The amounts reported in these columns are valued based on the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (FASB ASC Topic 718). For the restricted stock unit awards, the aggregate grant date fair value was calculated based on the fair market value (average of the high and low price) of Caterpillar stock on the award date of May 2, 2011 ($115.17 per share). Assumptions made in the calculation of these amounts are included in Note 2 “Stock based compensation” to the Company’s consolidated financial statements for the fiscal year ended December 31, 2011, included in the Company’s Form 10-K filed with the SEC on February 21, 2012.
|
|||||||||||||||||||||||||
3
|
The amounts in this column reflect cash payments made to NEOs under ESTIP in 2012 with respect to 2011 performance and under the LTCPP with respect to performance over a three year plan cycle from 2009 through 2011 as follows: Mr. Oberhelman $3,247,389/ESTIP and $1,687,546/LTCPP; Mr. Lavin $1,258,438/ESTIP and $729,622/LTCPP; Mr. Levenick $1,219,429/ESTIP and $869,516/LTCPP; Mr. Rapp $1,150,486/ESTIP and $729,622/LTCPP; Mr. Vittecoq $1,904,792/ESTIP and $1,162,257/LTCPP; Mr. Wunning $1,390,955/ESTIP and $873,989/LTCPP. All amounts reported for Mr. Vittecoq were paid in Swiss Francs and have been converted to U.S. dollars.
|
|||||||||||||||||||||||||
4
|
Because NEOs do not receive “preferred” or “above market” earnings on compensation deferred into SDCP, SEIP and/or DEIP, the amount shown represents only the change between the actuarial present value of each officer’s total accumulated pension benefit between December 31, 2010 and December 31, 2011. The amount assumes the pension benefit is payable at each NEO’s earliest unreduced retirement age based upon the officer’s current pensionable earnings.
|
|||||||||||||||||||||||||
5
|
All Other Compensation for 2011 consists of the following items detailed in a separate table appearing on page 45: Matching contributions to the Company’s 401(k) plan, matching contributions to SDCP/EIP, corporate aircraft usage, home security and ISE allowances.
|
|||||||||||||||||||||||||
6
|
All amounts reported for Mr. Vittecoq were paid in Swiss Francs and have been converted to U.S. dollars using the exchange rate in effect on December 31, 2011 (1 Swiss Franc = 1.064 U.S. Dollars).
|
2011 All Other Compensation Table
|
||||||||||||||||||||
Name
|
Year
|
Matching
Contributions
401(k)
|
Matching
Contributions
SDCP/EIP
|
Corporate
Aircraft 2
|
Home
Security 3
|
Other 4
|
Total All Other
Compensation
|
|||||||||||||
Douglas R. Oberhelman
|
2011
|
$
|
6,840
|
$
|
48,980
|
$
|
69,307
|
$
|
20,754
|
$
|
1,620
|
$
|
147,501
|
|||||||
2010
|
$
|
14,700
|
$
|
—
|
$
|
45,000
|
$
|
2,405
|
$
|
1,620
|
$
|
63,725
|
||||||||
2009
|
$
|
14,700
|
$
|
71,491
|
$
|
21,190
|
$
|
55,718
|
$
|
1,620
|
$
|
164,719
|
||||||||
Richard P. Lavin
|
2011
|
$
|
6,061
|
$
|
35,816
|
$
|
24,380
|
$
|
1,063
|
$
|
296,553
|
$
|
363,873
|
|||||||
2010
|
$
|
14,700
|
$
|
20,340
|
$
|
3,125
|
$
|
1,063
|
$
|
49,362
|
$
|
88,590
|
||||||||
2009
|
$
|
14,700
|
$
|
51,974
|
$
|
520
|
$
|
950
|
$
|
80,743
|
$
|
148,887
|
||||||||
Stuart L. Levenick
|
2011
|
$
|
7,350
|
$
|
43,315
|
$
|
69,430
|
$
|
1,028
|
$
|
1,620
|
$
|
122,743
|
|||||||
2010
|
$
|
14,700
|
$
|
—
|
$
|
76,167
|
$
|
1,028
|
$
|
1,620
|
$
|
93,515
|
||||||||
2009
|
$
|
14,700
|
$
|
68,491
|
$
|
58,500
|
$
|
928
|
$
|
1,620
|
$
|
144,239
|
||||||||
Edward J. Rapp
|
2011
|
$
|
6,797
|
$
|
35,816
|
$
|
46,375
|
$
|
825
|
$
|
900
|
$
|
90,713
|
|||||||
2010
|
$
|
14,700
|
$
|
20,340
|
$
|
64,667
|
$
|
825
|
$
|
900
|
$
|
101,432
|
||||||||
2009
|
$
|
14,700
|
$
|
51,974
|
$
|
32,587
|
$
|
725
|
$
|
900
|
$
|
100,886
|
||||||||
Gerard R. Vittecoq
|
2011
|
$
|
N/A
|
1
|
$
|
49,703
|
$
|
17,225
|
$
|
—
|
$
|
—
|
$
|
66,928
|
||||||
2010
|
$
|
N/A
|
1
|
$
|
41,377
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
41,377
|
|||||||
2009
|
$
|
N/A
|
1
|
$
|
35,838
|
$
|
—
|
$
|
—
|
$
|
—
|
$
|
35,838
|
|||||||
Steven H. Wunning
|
2011
|
$
|
6,438
|
$
|
43,661
|
$
|
56,114
|