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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
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Date of
Report (Date of earliest event reported): June 8,
2010
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CATERPILLAR
INC.
(Exact name
of registrant as specified in its charter)
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Delaware
(State or
other jurisdiction of incorporation)
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1-768
(Commission
File Number)
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37-0602744
(IRS Employer
Identification No.)
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100
NE Adams Street, Peoria, Illinois
(Address of
principal executive offices)
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61629
(Zip
Code)
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Registrant's
telephone number, including area code: (309)
675-1000
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Former name
or former address, if changed since last report: N/A
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Page
1
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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At
the annual meeting of stockholders of Caterpillar Inc. (the “Company”) held on
June 9, 2010, stockholders approved an amended version of the Company’s 2006
Long-Term Incentive Plan (the “Plan”). The amendments to the Plan (i)
increase the number of shares authorized for issuance under the Plan by
20,000,000 shares; (ii) increase the limitation on the number of authorized
shares that may be issued as restricted stock, restricted stock units and
performance shares; (iii) expressly prohibit the exchange of underwater options
and/or stock appreciation rights for cash; (iv) further restrict the Plan’s
definition of change of control; (v) clarify that shares withheld for the
payment of taxes will not be made available for additional grants; and (vi) make
certain other clarifications to the Plan provisions.
The Company’s Board
of Directors (the “Board”) unanimously approved the amended version of the Plan
on April 6, 2010, subject to stockholder approval. A description of
the amendments to the Plan is included in the Company’s 2010 Proxy Statement
(the “Proxy Statement”) filed with the Securities and Exchange Commission on
April 19, 2010 under the heading “Proposal 3 – Amend 2006 Long-Term Incentive
Plan.” The description of the Plan is incorporated herein by
reference and is qualified in its entirety by reference to the full text of the
amended Plan, which was filed as Appendix A of the Proxy Statement and is
incorporated herein by reference.
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Item
5.03.
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Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year.
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In
addition to the amendments to the Company’s Articles of Incorporation and Bylaws
described in the Proxy Statement and voted upon by stockholders as described in
Item 5.07 below, on June 9, 2010, the Board adopted amendments to the Company’s
Bylaws effective June 9, 2010. Article IV, Section 1 of the Bylaws,
which requires the Chairman of the Board to be the Chief Executive Officer of
the Company, was amended to allow for the temporary separation of these roles
for a period not to exceed six months commencing upon the effective date of the
election of a new Chief Executive Officer. Article IV, Section 1 of
the Bylaws had also stated that a Vice President would be designated the Chief
Financial Officer and was amended to reflect the Company’s streamlined corporate
structure. This description of the amendments to the Bylaws is
qualified in its entirety by reference to the text of Article IV, Section 1 of
the Bylaws, as amended, which is attached hereto as Exhibit 3.2.
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Item
5.07.
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Submission
of Matters to a Vote of Security
Holders.
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The Annual Meeting of Stockholders of the Company was
held on June 9, 2010, for the purpose of electing directors and voting on the
proposals described below. Proxies for the meeting were solicited
pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was
no solicitation in opposition to management's solicitation. A
plurality vote of the shares present at the meeting was required for election of
directors. Company proposals to amend the Restated Certificate
of Incorporation and Bylaws required the affirmative vote of no less than 75
percent of the outstanding shares. All other actions presented for a
vote of the stockholders at the Annual Meeting required an affirmative vote of
the majority of shares present or represented at the meeting and entitled to
vote. Abstentions had the effect of a vote against matters other than
director elections. Broker non-votes did not have an effect on any
proposals presented for stockholder vote. At least one-third of the
stockholders were present in person or by proxy at the meeting and constituted a
quorum.
Page 2
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Proposal
1 - Election of Directors
All director
nominees as listed in the Proxy Statement were ELECTED with the
following vote:
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Shares
Voted "FOR"
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Shares
"WITHHELD"
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Broker
Non-Votes
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John T.
Dillon
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433,201,278
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13,472,997
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92,874,722
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Juan
Gallardo
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435,845,850
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10,828,425
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92,874,722
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William A.
Osborn
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439,331,753
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7,342,522
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92,874,722
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Edward B.
Rust, Jr.
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436,967,641
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9,706,634
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92,874,722
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Susan C.
Schwab
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439,266,852
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7,407,423
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92,874,722
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The Class I
directors received an average affirmative vote of 97.82%.
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Proposal
2 - Ratification of the Company’s Independent Registered Public Accounting
Firm
A Company proposal requesting ratification of the
appointment of PricewaterhouseCoopers LLP as its independent registered
public accounting firm received the affirmative vote of 98.16% of the shares present and entitled to vote
at the meeting and PASSED with the following vote:
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Shares
Voted
"FOR"
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Shares
Voted
"AGAINST"
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Shares
"ABSTAINING"
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Broker
Non-Votes
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529,614,647
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8,259,934
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1,674,415
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N/A
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Proposal
3 - Company Proposal – Amend 2006 Long-Term Incentive Plan
A Company proposal requesting stockholders to
approve amendments to the Company’s 2006 Long-Term Incentive Plan received
the affirmative vote of 73.35% of the shares present and entitled to vote
at the meeting and PASSED with the following vote:
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Shares
Voted
"FOR"
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Shares
Voted
"AGAINST"
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Shares
"ABSTAINING"
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Broker
Non-Votes
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327,647,933
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115,022,088
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4,004,254
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92,874,722
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Proposal
4 - Company Proposal – Amend Restated Certificate of Incorporation and
Bylaws to Provide for Annual Election of Directors
A Company proposal requesting stockholders to
approve amendments to the Articles of Incorporation and Bylaws to provide
for the annual election of directors received the affirmative vote of
83.18% of the outstanding shares of the Company
and PASSED with the following vote:
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Shares
Voted
"FOR"
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Shares
Voted
"AGAINST"
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Shares
"ABSTAINING"
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Broker
Non-Votes
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522,514,694
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13,432,660
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3,601,642
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N/A
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Page 3
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Proposal
5 - Company Proposal – Amend Restated Certificate of Incorporation and
Bylaws to Eliminate Supermajority Voting Requirements
A Company proposal requesting stockholders to
approve amendments to the Articles of Incorporation and Bylaws to
eliminate supermajority voting requirements received the affirmative vote
of 82.67% of the outstanding shares of the
Company and PASSED with the following vote:
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Shares
Voted
"FOR"
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Shares
Voted
"AGAINST"
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Shares
"ABSTAINING"
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Broker
Non-Votes
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519,307,136
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17,089,676
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3,152,185
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N/A
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Proposal
6 - Stockholder Proposal – Independent Chairman of the Board
A stockholder proposal requesting that the
Company adopt as policy that the Chairman of the Board not be the Chief
Executive Officer or anyone reporting, directly or indirectly, to the
Chief Executive Officer, received the
affirmative vote of 17.10% of the shares present and entitled to vote
at the meeting and FAILED TO PASS with the following vote:
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Shares
Voted
"FOR"
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Shares
Voted
"AGAINST"
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Shares
"ABSTAINING"
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Broker
Non-Votes
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76,398,018
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367,501,600
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2,774,656
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92,874,722
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Proposal
7 - Stockholder Proposal – Review of Global Corporate
Standards
A stockholder proposal requesting the Board to
review and amend, where applicable, the Company’s policies related
to human rights that guide international and U.S. operations received the affirmative vote of 20.67% of the shares present and entitled to vote
at the meeting and FAILED TO PASS with the following vote:
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Shares
Voted
"FOR"
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Shares
Voted
"AGAINST"
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Shares
"ABSTAINING"
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Broker
Non-Votes
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92,308,028
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281,565,450
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72,800,797
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92,874,722
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Proposal
8 - Stockholder Proposal – Special Stockholder Meetings
A stockholder proposal requesting that the
Company amend its Bylaws and other governing documents to give
holders of 10% of its outstanding common stock the power to call a special
stockholder meeting received the affirmative
vote of 33.95% of the shares present and entitled to vote
at the meeting and FAILED TO PASS with the following vote:
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Shares
Voted
"FOR"
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Shares
Voted
"AGAINST"
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Shares
"ABSTAINING"
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Broker
Non-Votes
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151,656,177
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291,329,323
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3,688,774
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92,874,722
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Item
7.01.
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Regulation
FD Disclosure.
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On
June 8, 2010, the Company issued a press release announcing its updated
strategy, focused on the execution of its proven business model. The
Company noted that it would provide further details about the strategy to
investors at its analyst meeting in New York on August 19, 2010. A
copy of the release is furnished as Exhibit 99.1.
Page 4
On
June 9, 2010, the Board declared a quarterly cash dividend of forty-four cents
($0.44) per share of Company common stock, payable August 20, 2010 to
stockholders of record at the close of business on July 20, 2010. The
$0.44 dividend is an increase of two cents (5 percent) from the previous
quarter’s dividend of $0.42. On the same date, the Company issued a
press release announcing the dividend declaration. A copy of the
release is furnished as Exhibit 99.2.
The information in
Exhibit 99.1 and Exhibit 99.2 of Item 9.01 is being furnished, not
filed. Accordingly, the information in these exhibits shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities under Section
18. Furthermore, the information in these exhibits will not be
incorporated by reference into any registration statement filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified as
being incorporated therein by reference.
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Item
9.01.
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Financial
Statements and Exhibits.
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The information in
Exhibit 99.1 and Exhibit 99.2 of Item 9.01 is being furnished, not
filed. Accordingly, the information in these exhibits shall not be
deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act
of 1934, as amended, or otherwise subject to the liabilities under Section
18. Furthermore, the information in these exhibits will not be
incorporated by reference into any registration statement filed by the Company
under the Securities Act of 1933, as amended, unless specifically identified as
being incorporated therein by reference.
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(d)
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Exhibits:
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(1)
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3.2
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Article IV, Section 1
of the Bylaws of Caterpillar Inc., as amended.
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(2)
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99.1
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Caterpillar Inc.
press release dated June 8, 2010 regarding updated
strategy.
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(3)
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99.2
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Caterpillar
Inc. press release dated June 9, 2010 regarding dividend
declaration.
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*********************************************************************
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SIGNATURES
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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
thereunto duly authorized.
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CATERPILLAR
INC.
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June 11,
2010
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By:
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/s/James
B. Buda
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James B.
Buda
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Vice
President, Chief Legal Officer and Secretary
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Page 5