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8-KThe WireRoutine

Shareholder Vote

Filed May 15, 2024 · 2y ago · Accession 0000026172-24-000026

Plain English

Material event — a significant development the company must disclose promptly.

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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 the earliest event reported):  May 14, 2024      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: ☐ 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 14, 2024, at the 2024 annual meeting of shareholders (the “Annual Meeting”) of Cummins Inc. (the “Company”), the Company’s shareholders voted on the following proposals: • The election of eleven directors for a one-year term to expire at the Company’s 2025 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 2024; • A shareholder proposal regarding an independent board chairman; and • A shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions. As of the March 21, 2024 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 136,758,679 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 82.5% 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 Eleven Directors for a One-Year Term to Expire at the Company’s 2025 Annual Meeting of Shareholders Name For Against Abstain Broker Non-Votes Jennifer W. Rumsey 88,458,860  6,539,605  357,407  17,523,019  Gary L. Belske 93,334,047  1,620,924  400,901  17,523,019  Robert J. Bernhard 89,029,864  5,962,201  363,807  17,523,019  Bruno V. Di Leo Allen 92,663,340  2,285,272  407,260  17,523,019  Daniel W. Fisher 94,358,920  604,367  392,585  17,523,019  Carla A. Harris 91,187,443  3,814,428  354,001  17,523,019  Thomas J. Lynch 89,592,124  5,338,040  425,708  17,523,019  William I. Miller 87,963,955  7,089,669  302,248  17,523,019  Kimberly A. Nelson 92,405,133  2,597,167  353,572  17,523,019  Karen H. Quintos 92,326,981  2,669,408  359,483  17,523,019  John H. Stone 94,452,414  520,563  382,895  17,523,019  2. Advisory Vote on the Compensation of the Company’s Named Executive Officers For Against Abstain Broker Non-Votes 89,248,608 5,655,401 451,863 17,523,019 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2024 For Against Abstain Broker Non-Votes 107,565,328 5,071,279 242,284 — 4. Shareholder Proposal Regarding an Independent Board Chairman For Against Abstain Broker Non-Votes 41,415,876 53,460,424 479,572 17,523,019 5. Shareholder Proposal Regarding Linking Executive Compensation to Achieving 1.5°C emissions reductions For Against Abstain Broker Non-Votes 15,609,081 79,253,669 493,122 17,523,019 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 15, 2024   CUMMINS INC. /s/ NICOLE Y. LAMB-HALE Nicole Y. Lamb-Hale Vice President, Chief Legal Officer & Corporate Secretary
Filing details
Ticker
CMI
CIK
26172
Form type
8-K
Filing date
May 15, 2024
Report date
May 14, 2024
Document
cmi-20240514.htm
Size
440 KB