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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Filing text
View original ↗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
- Company
- CUMMINS INC
- 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