8-KThe WireRed Alert
Executive Change · Reg FD Disclosure
Filed Aug 21, 2019 · 6y ago · Accession 0001410578-19-000866
Plain English
Material event — a significant development the company must disclose promptly.
Read the source below for the full document.
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 earliest
event reported):
August 21, 2019
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)
(IRS Employer
Identification No.)
500 Jackson Street P.O. Box 3005 Columbus ,
IN 47202-3005
(Address of principal executive offices,
including zip code)
( 812 ) 377-5000
(Registrant’s telephone number, including
area code)
Not Applicable
(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, $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 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements
of Certain Officers .
On August 21, 2019, Cummins Inc. (the “ Company ”)
issued a press release announcing that Richard J. Freeland, the Company’s President – Chief Operating Officer since
2014, will retire from the Company, effective on October 15, 2019. Mr. Freeland will also be resigning from the Board of Directors
of the Company, effective on October 15, 2019, in connection with his retirement from the Company and not due to any disagreement
with the Company.
Tony L. Satterthwaite, age 58, the Company’s
Vice President and President – Distribution Business since 2015, will become the Company’s President – Chief
Operating Officer on October 16, 2019. Prior to 2015, Mr. Satterthwaite served as the Company’s Vice President and President
– Power Generation from 2008 to 2015.
In connection with his appointment, Mr.
Satterthwaite’s base salary will be increased to $740,000 and his target annual bonus will be increased to 90% of base salary,
in each case effective as of October 16, 2019. In connection with his appointment, Mr. Satterthwaite will receive an additional
long-term incentive award to reflect his additional responsibilities. The award will include performance cash, performance shares
and stock options and will be consistent with the Company’s long-term incentive compensation and methodology described in
the Company’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 1, 2019.
Additional details of the award will be disclosed in the Company’s Definitive Proxy Statement on Schedule 14A relating to
the Company’s 2020 annual meeting to the extent required by applicable regulations.
Item 7.01
Regulation FD Disclosure .
On August 21, 2019, the Company issued
a press release announcing the retirement of Mr. Freeland and the appointment of Mr. Satterthwaite. A copy of the press
release is furnished herewith as Exhibit 99 and incorporated herein by reference.
Item 9.01
Financial Statements and Exhibits .
(a) Not
applicable.
(b) Not
applicable.
(c) Not
applicable.
(d) Exhibits.
EXHIBIT INDEX
Exhibit No.
Description
(99)
Press Release, dated August 21, 2019.
(104)
Cover Page Interactive Data File (the Cover Page Interactive Data File is embedded within the Inline XBRL document).
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.
CUMMINS INC.
Date: August 21, 2019
By:
/s/ Mark J. Sifferlen
Mark J. Sifferlen
Corporate Secretary
Filing details
- Company
- CUMMINS INC
- Ticker
- CMI
- CIK
- 26172
- Form type
- 8-K
- Filing date
- Aug 21, 2019
- Report date
- Aug 21, 2019
- Document
- tv528074_8k.htm
- Size
- 242 KB