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:  May 11, 2021      CUMMINS INC. (Exact name of registrant as specified in its charter) Indiana 1-4949 35-0257090 (State or other Jurisdiction of Incorporation)   (Commission File Number)   (I.R.S. Employer Identification No.) 500 Jackson Street P. O. Box 3005 Columbus , Indiana   47202-3005 (Principal Executive Office) (Zip Code) Registrant's telephone number, including area code: ( 812 ) 377-5000   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 ( see General Instruction A.2. below): ☐ 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 Sections 12(b) of the Act: Title of each class Trading symbol(s) Name of each exchange on which registered Common stock, $2.50 par value CMI New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§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 May 11, 2021, at the 2021 annual meeting of shareholders (the “Annual Meeting”), the Company’s shareholders voted on the following proposals: • The election of thirteen director nominees for a one year term to expire at the Company’s 2022 annual meeting of shareholders; • An advisory vote on the compensation of the Company’s named executive officers; • The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s auditors for 2021; and • A shareholder proposal regarding professional services allowance. As of the March 8, 2021 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 146,544,468 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 87.3% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder approval at the Annual Meeting. 1. Election of Thirteen Directors for a One Year Term to Expire at the Company’s 2022 Annual Meeting of Shareholders Name For Against Abstain Broker Non-Votes N. Thomas Linebarger 102,865,362  12,007,382  1,038,251  11,995,697  Robert J. Bernhard 107,358,196  8,253,720  299,079  11,995,697  Dr. Franklin R. Chang Diaz 110,618,643  5,016,259  276,093  11,995,697  Bruno V. Di Leo Allen 114,759,522  829,043  322,430  11,995,697  Stephen B. Dobbs 111,564,715  4,035,050  311,230  11,995,697  Carla A. Harris 113,522,335  2,080,759  307,901  11,995,697  Robert K. Herdman 107,185,428  8,406,274  319,293  11,995,697  Alexis M. Herman 99,736,342  15,918,162  256,491  11,995,697  Thomas J. Lynch 102,318,253  13,305,593  287,149  11,995,697  William I. Miller 106,701,808  8,786,497  422,690  11,995,697  Georgia R. Nelson 105,717,902  9,733,774  459,319  11,995,697  Kimberly A. Nelson 115,058,572  563,765  288,658  11,995,697  Karen H. Quintos 114,826,057  793,076  291,862  11,995,697  The Company's press release with respect to Carla A. Harris’ election to the Board of Directors is filed herewith as Exhibit 99. 2. Advisory Vote on the Compensation of the Company’s Named Executive Officers For Against Abstain Broker Non-Votes 102,276,205 13,104,220 530,570 11,995,697 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2021 For Against Abstain Broker Non-Votes 125,429,128 2,172,660 304,904 - 4. Shareholder Proposal Regarding Professional Services Allowance For Against Abstain Broker Non-Votes 33,354,222 82,048,808 507,965 11,995,697 Item 9.01.     Financial Statements and Exhibits. (d)    Exhibits. - The exhibits below are filed herewith: Exhibit Index Exhibit No. Description Exhibit 99 Press Release dated May 1 1 , 2021. Exhibit 104 Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document). SIGNATURE   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.   Date: May 12, 2021   CUMMINS INC.  /s/ SHARON R. BARNER Sharon R. Barner Vice President - Chief Administrative Officer & Corporate Secretary