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 10, 2022      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 10, 2022, at the 2022 annual meeting of shareholders (the “Annual Meeting”) of Cummins Inc. (the “Company”), the Company’s shareholders voted on the following proposals: • The election of thirteen directors for a one year term to expire at the Company’s 2023 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 2022; and • A shareholder proposal regarding an independent board chairman. As of the March 8, 2022 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 142,074,564 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 85.16% 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 2023 Annual Meeting of Shareholders Name For Against Abstain Broker Non-Votes N. Thomas Linebarger 94,480,151  13,324,630  419,142  12,779,300  Jennifer W. Rumsey 102,683,092  5,329,780  211,051  12,779,300  Robert J. Bernhard 96,983,907  10,749,978  490,038  12,779,300  Dr. Franklin R. Chang Diaz 97,892,541  9,892,365  439,017  12,779,300  Bruno V. Di Leo Allen 103,701,280  4,066,911  455,732  12,779,300  Stephen B. Dobbs 98,733,034  9,028,170  462,719  12,779,300  Carla A. Harris 100,807,753  6,981,431  434,739  12,779,300  Robert K. Herdman 96,936,694  10,830,060  457,169  12,779,300  Thomas J. Lynch 95,345,914  12,416,652  461,357  12,779,300  William I. Miller 89,570,554  18,234,286  419,083  12,779,300  Georgia R. Nelson 90,831,867  16,916,295  475,761  12,779,300  Kimberly A. Nelson 103,618,803  4,141,043  464,077  12,779,300  Karen H. Quintos 103,688,074  4,073,305  462,544  12,779,300  Following the Annual Meeting, the independent members of the Board of Directors elected Thomas J. Lynch to serve as the independent Lead Director of the Board of Directors of the Company and chair of the Governance and Nominating Committee. 2. Advisory Vote on the Compensation of the Company’s Named Executive Officers For Against Abstain Broker Non-Votes 96,414,982 11,310,777 498,164 12,779,300 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2022 For Against Abstain Broker Non-Votes 116,408,433 4,313,340 281,450 - 4. Shareholder Proposal Regarding an Independent Board Chairman For Against Abstain Broker Non-Votes 39,925,542 67,843,109 455,272 12,779,300 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 11, 2022   CUMMINS INC. /s/ SHARON R. BARNER Sharon R. Barner Vice President - Chief Administrative Officer & Corporate Secretary