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Executive Change · Shareholder Vote

Filed May 1, 2026 · 1mo ago · Accession 0001193125-26-201546

Plain English

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

Read the source below for the full document.

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 earliest event reported): April 27, 2026     PACCAR Inc (Exact name of Registrant as Specified in Its Charter)     Delaware 001-14817 91-0351110 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.)           777-106th Ave. N.E.   Bellevue , Washington   98004 (Address of Principal Executive Offices)   (Zip Code)   Registrant’s Telephone Number, Including Area Code: 425 468-7400     (Former Name or Former Address, if Changed Since Last Report)   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 Section 12(b) of the Act: Title of each class   Trading Symbol(s)   Name of each exchange on which registered Common Stock, $1 par value   PCAR   The Nasdaq Stock Market 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Item 502(f). On April 27, 2026, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards (the “LTIP Cash Awards”) for the 2023-2025 cycle under the Long Term Incentive Plan for the Named Executive Officers identified in the Company’s March 18, 2026 proxy statement (the “Proxy Statement”). The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 26 of the Proxy Statement has been recalculated to include the LTIP Cash Awards as follows:     Named Executive Officer Non-Equity Incentive Plan Compensation LTIP Cash Award   Total Compensation R. P. Feight                                                       $6,834,144 $19,453,009 H. C. Schippers                                                       $1,330,337 $5,037,791 B. J. Poplawski                                                         $259,455 $2,164,812 K. D. Baney                                                         $596,624 $3,761,067 C. M. Dozier                                                       $1,187,393 $4,832,587 D. C. Siver                                                       $1,117,362 $4,685,040 CEO Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information: As permitted by SEC rules, the median employee utilized for 2025 is the same employee identified in 2023 because there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to this pay ratio disclosure. For 2025, our last completed fiscal year: (a) The annual total compensation of PACCAR’s median employee (excluding Mr. Feight, our Chief Executive Officer) was $98,350; (b) The annual total compensation of our Chief Executive Officer was $19,453,009; and (c) The ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of PACCAR’s median employee was 198 to 1. Item 5.07 Submission of Matters to a Vote of Security Holders. (a) The annual meeting of stockholders was held on April 28, 2026. (b) The following is a brief description and vote count of all items voted on at the annual meeting: Item No. 1. Election of directors. The following persons were elected to serve as directors with a term expiring in 2027: Nominee Shares Voted “For” Shares Voted “Against” Abstentions Broker Nonvotes M. C. Pigott 450,432,465              8,357,621 336,416 22,674,771 P. R. Breber 445,574,369            12,992,828 559,305 22,674,771 A. J. Carnwath 437,365,459            21,220,087 540,956 22,674,771 R. P. Feight 455,600,920              3,207,187 318,395 22,674,771 K. S. Hachigian 436,005,585            22,536,468 584,449 22,674,771 B. A. Hill 456,813,355              1,740,493 572,654 22,674,771 B. B. Hulit 457,459,777              1,111,380 555,345 22,674,771 J. M. Pigott 452,963,004              5,891,164 272,334 22,674,771 L. A. S. Pretti 455,746,423              2,839,115 540,964 22,674,771 G. Ramaswamy 455,629,161              2,890,400 606,941 22,674,771 D. A. Scheiter 456,570,059              1,972,331 584,112 22,674,771 M. A. Schulz 393,722,579            63,686,066 1,717,857 22,674,771               Item No. 2. Advisory resolution to approve executive compensation. Item No. 2 received the affirmative vote of a majority of the shares outstanding and entitled to vote on this item at the meeting. Shares Voted “For” Shares Voted “Against” Abstentions Broker Nonvotes 432,025,578   25,777,225 1,323,699 22,674,771   Item No. 3. Advisory vote on the ratification of independent auditors. Item No. 3 received the affirmative vote of a majority of the shares present and entitled to vote on this item at the meeting.     Shares Voted “For” Shares Voted “Against” Abstentions Broker Nonvotes 459,284,605   22,031,967 484,701 0 (c) Not applicable. (d) Not applicable.   SIGNATURES 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.       PACCAR Inc         Date: May 1, 2026 By: /s/ M. K. Walton       M. K. Walton, Vice President and General Counsel
Filing details
Company
PACCAR INC
Ticker
PCAR
CIK
75362
Form type
8-K
Filing date
May 1, 2026
Report date
Apr 27, 2026
Document
pcar-20260427.htm
Size
203 KB