Shareholder Vote

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 15, 2020 CATERPILLAR INC. (Exact name of registrant as specified in its charter)   Delaware 1-768 37-0602744   (State or other jurisdiction of incorporation)   (Commission File Number)   (I.R.S Employer Identification No.)     510 Lake Cook Road, Suite 100, Deerfield, Illinois 60015   (Address of principal executive offices)   (Zip Code)   Registrant’s telephone number, including area code: (224) 551-4000 Former name or former address, if changed since last report: N/A   ☐   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)               ☐   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)               ☐   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))               ☐   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))             Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbol (s) Name of each exchange which registered Common Stock ($1.00 par value) CAT The New York Stock Exchange 9 3/8% Debentures due March 15, 2021 CAT21 The New York Stock Exchange 8% Debentures due February 15, 2023 CAT23 The New York Stock Exchange 5.3% Debentures due September 15, 2035 CAT35 The New York Stock Exchange     Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:   Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of 1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2 of this chapter).   Emerging growth company ☐   If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period   for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐   Item 5.07    Submission of Matters to a Vote of Security Holders On June 10, 2020, Caterpillar Inc. (the “Company”) held a virtual 2020 Annual Shareholders Meeting. Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders. Proposal 1 – Company Proposal - Election of Directors All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote: Director For Against Abstain Broker Non-Votes Kelly A. Ayotte 369,125,084 6,507,073 1,148,664 93,766,354 David L. Calhoun 363,505,583 9,905,031 3,370,207 93,766,354 Daniel M. Dickinson 360,306,884 15,175,282 1,298,655 93,766,354 Juan Gallardo 364,400,473 11,108,456 1,271,892 93,766,354 William A. Osborn 360,409,620 15,041,774 1,329,426 93,766,354 Debra L. Reed-Klages 371,956,759 3,642,558 1,181,504 93,766,354 Edward B. Rust, Jr. 360,900,244 14,644,429 1,236,148 93,766,354 Susan C. Schwab 364,667,840 10,792,321 1,320,660 93,766,354 D. James Umpleby III 354,839,926 19,556,414 2,374,481 93,766,354 Miles D. White 362,422,694 13,072,265 1,285,862 93,766,354 Rayford Wilkins, Jr. 371,499,341 4,023,259 1,258,221 93,766,354 Proposal 2 – Company Proposal - Ratification of Independent Registered Accounting Firm The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2020 was approved with the following vote: For Against Abstain 447,405,589 21,859,186 1,282,400 Proposal 3 – Company Proposal - Advisory vote on executive compensation      The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote: For Against Abstain Broker Non-Votes 351,313,478 22,742,934 2,724,409 93,766,354 Proposal 4 – Shareholder Proposal – Provide a Report on Lobbying Activities The proposal requesting that the Board of Directors provide an annual report of the Company's direct and indirect lobbying activities and expenditures was not approved based on the following vote: For Against Abstain Broker Non-Votes 124,661,480 246,989,885 5,129,446 93,766,354      Proposal 5 – Shareholder Proposal – Independent Board Chairman The proposal requesting the Board of Directors adopt a policy and amend the Company’s governing documents to require 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 114,041,763 259,982,425 2,756,633 93,766,354 Proposal 6 – Shareholder Proposal – Shareholder Action by Written Consent The proposal requesting that the Board of Directors adopt a policy and amend the Company’s governing documents to permit shareholder action by written consent was not approved based on the following vote: For Against Abstain Broker Non-Votes 165,515,378 207,521,915 3,743,528 93,766,354 Item 9.01    Financial Statements and Exhibits (d) Exhibits. Exhibit         Number Description                 104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.   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 15, 2020 By: /s/ Suzette M. Long     Suzette M. Long Chief Legal Officer, General Counsel & Corporate Secretary