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8-KThe WireRoutine

Shareholder Vote

Filed May 15, 2025 · 1y ago · Accession 0000026172-25-000016

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 13, 2025      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 (Address of Principal Executive Offices) (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 13, 2025, at the 2025 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 2026 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 2025; • A shareholder proposal regarding an independent board chairman. As of the March 14, 2025 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 137,742,580 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 85.7% of all shares of Common Stock outstanding and entitled to vote 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 2026 Annual Meeting of Shareholders Name For Against Abstain Broker Non-Votes Jennifer W. Rumsey 96,388,835  7,421,456  449,346  13,747,219  Gary L. Belske 102,343,526  1,762,253  153,858  13,747,219  Robert J. Bernhard 96,717,926  7,391,695  150,016  13,747,219  Bruno V. Di Leo Allen 102,548,599  1,484,114  226,924  13,747,219  Daniel W. Fisher 103,198,254  896,620  164,763  13,747,219  Carla A. Harris 97,892,478  6,142,431  224,728  13,747,219  Thomas J. Lynch 100,538,891  3,560,171  160,575  13,747,219  William I. Miller 95,762,530  8,335,449  161,658  13,747,219  Kimberly A. Nelson 102,807,838  1,226,054  225,745  13,747,219  Karen H. Quintos 102,766,410  1,340,318  152,909  13,747,219  John H. Stone 103,213,831  887,599  158,207  13,747,219  2. Advisory Vote on the Compensation of the Company’s Named Executive Officers For Against Abstain Broker Non-Votes 94,961,361 8,824,274 474,002 13,747,219 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2025 For Against Abstain Broker Non-Votes 109,748,618 8,089,270 168,968 — 4. Shareholder Proposal Regarding an Independent Board Chairman For Against Abstain Broker Non-Votes 43,023,230 60,921,624 314,783 13,747,219 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, 2025   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, 2025
Report date
May 13, 2025
Document
cmi-20250513.htm
Size
436 KB