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 11, 2021 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 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 9, 2021, Caterpillar Inc. (the “Company”) held a virtual 2021 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 351,232,725 12,521,912 1,061,872 78,787,443 David L. Calhoun 343,895,658 18,193,059 2,727,792 78,787,443 Daniel M. Dickinson 344,947,678 18,793,409 1,075,422 78,787,443 Gerald Johnson 360,403,470 3,285,634 1,127,218 78,787,443 David W. MacLennan 361,353,545 2,308,045 1,154,919 78,787,443 Debra L. Reed-Klages 356,749,227 7,106,528 960,754 78,787,443 Edward B. Rust, Jr. 348,465,765 15,239,149 1,111,596 78,787,443 Susan C. Schwab 351,662,676 12,211,731 942,102 78,787,443 D. James Umpleby III 339,906,035 22,941,850 1,968,624 78,787,443 Miles D. White 303,951,277 59,780,158 1,085,074 78,787,443 Rayford Wilkins, Jr. 358,368,230 5,286,882 1,161,397 78,787,443 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 2021 was approved with the following vote: For Against Abstain 427,662,323 14,798,261 1,143,368 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 342,337,931 19,903,448 2,575,130 78,787,443 Proposal 4 – Shareholder Proposal – Report on Climate Policy The proposal requesting that the Board of Directors provide additional disclosure of Caterpillar's climate activity was not approved based on the following vote: For Against Abstain Broker Non-Votes 173,059,923 187,422,007 4,334,579 78,787,443      Proposal 5 – Shareholder Proposal – Report on Diversity and Inclusion The proposal requesting the Board of Directors publish an annual report assessing the Company's diversity and inclusion was not approved based on the following vote: For Against Abstain Broker Non-Votes 122,153,733 238,371,549 4,291,227 78,787,443 Proposal 6 – Shareholder Proposal – Transition to a Public Benefit Corporation The proposal requesting that the Board of Directors amend the Company's Certificate of Incorporation and become a public benefit corporation was not approved based on the following vote: For Against Abstain Broker Non-Votes 10,645,284 350,338,593 3,832,632 78,787,443 Proposal 7 – Shareholder Proposal – Shareholder Action by Written Consent The proposal requesting that the Board of Directors 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 145,937,468 216,533,274 2,345,767 78,787,443 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 11, 2021 By: /s/ Suzette M. Long Suzette M. Long Chief Legal Officer and General Counsel