2015AnnualMeetingResults
 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report


Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): June 10, 2015


CATERPILLAR INC. 
(Exact name of registrant as specified in its charter)


Delaware 
(State or other jurisdiction of incorporation)


1-768 
(Commission File Number)


37-0602744 
(IRS Employer Identification No.)
100 NE Adams Street, Peoria, Illinois 
(Address of principal executive offices)


61629  
(Zip Code)
Registrant's telephone number, including area code:  (309) 675-1000

Former name or former address, if changed since last report: N/A

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: 
 
o
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
 
 
o
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
 
 
o
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 




 




Item 5.07.
Submission of Matters to a Vote of Security Holders.

(a) The Company’s 2015 annual meeting of stockholders was held on June 10, 2015.

(b) Set forth below are the voting results for each of the matters submitted to a vote of the Company’s stockholders.

Proposal 1 – Company Proposal - Election of Directors
All nominees for election to the Company’s board of directors (the "Board") named in the Proxy Statement were elected, each to a one-year term, with the following vote:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
David L. Calhoun
395,559,051
 
8,698,900
 
1,804,356
 
116,911,184
Daniel M. Dickinson
397,533,008
 
6,675,025
 
1,854,274
 
116,911,184
Juan Gallardo
276,578,184
 
127,619,457
 
1,864,666
 
116,911,184
Jesse J. Greene, Jr.
396,306,404
 
7,964,626
 
1,791,277
 
116,911,184
Jon M. Huntsman, Jr.
398,562,438
 
5,699,993
 
1,799,876
 
116,911,184
Dennis A. Muilenburg
398,119,661
 
6,067,068
 
1,875,578
 
116,911,184
Douglas R. Oberhelman
391,497,098
 
11,259,207
 
3,306,002
 
116,911,184
William A. Osborn
394,760,885
 
9,401,611
 
1,899,811
 
116,911,184
Debra L. Reed
395,520,230
 
8,688,038
 
1,854,039
 
116,911,184
Edward B. Rust, Jr.
396,912,082
 
7,317,955
 
1,832,270
 
116,911,184
Susan C. Schwab
398,630,954
 
5,638,466
 
1,792,887
 
116,911,184
Miles D. White
394,244,926
 
10,007,001
 
1,810,380
 
116,911,184

Proposal 2 - Company Proposal - Ratification of the Company’s Independent Registered Public Accounting Firm
The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2015 was approved with the following vote:
 
For
 
Against
 
Abstain
 
 
 
509,752,436
 
11,223,642
 
1,997,413
 
 
    

Proposal 3 - Company Proposal - Advisory Vote on Executive Compensation
The proposal requesting that the stockholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
264,578,376
 
138,288,112
 
3,195,819
 
116,911,184




 

Proposal 4 – Stockholder Proposal – Independent Board Chairman
The proposal requesting that the Company adopt as policy that the Chairman of the Board be an independent member of the Board was not approved based on the following vote:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
125,552,511
 
277,926,017
 
2,583,779
 
116,911,184


Proposal 5 - Stockholder Proposal – Stockholder Right to Act by Written Consent
The proposal requesting that the Company permit shareholder action by written consent was not approved based on the following vote:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
127,614,386
 
274,757,459
 
3,690,462
 
116,911,184


Proposal 6 - Stockholder Proposal – Review of Global Corporate Standards
The proposal requesting that the Company review and amend its policies related to human rights and extend such policies to its franchisees, licensees and agents that market, distribute or sell its products was not approved based on the following vote:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
20,696,854
 
322,292,007
 
63,073,446
 
116,911,184


Proposal 7 - Stockholder Proposal – Review of Human Rights Policy
The proposal requesting that the Company review its policies on human rights and assess areas where additional policies may need to be implemented was not approved based on the following vote:
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
 
70,331,649
 
266,992,102
 
68,738,556
 
116,911,184











 






SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 
CATERPILLAR INC.
 
 


 
June 12, 2015
By:
/s/James B. Buda
 
 
 
James B. Buda
 
 
 
Executive Vice President, Law and Public Policy