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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 earliest event reported): March 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

(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 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 March 18, 2025, Cummins Inc. (the “Company”) issued a press release announcing that Sharon R. Barner, the Company’s Chief Administrative Officer, will retire from the Company, effective May 31, 2025.

 

Item 9.01.  Financial Statements and Exhibits.
    
(d)  Exhibits. The exhibits listed in the Exhibit Index below are included herewith.

 

Exhibit Index

 

Exhibit

Number

  Description
   
99   Press Release dated March 18, 2025.
104   Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document).

 

 

 

 

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: March 18, 2025

 

CUMMINS INC.  
   
/s/ Nicole Y. Lamb-Hale  
Nicole Y. Lamb-Hale  
Vice President, Chief Legal Officer & Corporate Secretary  

 

 

 

 

Exhibit 99

 

 

 

Contacts:

Melinda Koski

Director, External Communications

[email protected]

 

For Immediate Release

 

March 18, 2025

 

Cummins announces retirement of Sharon Barner,
Chief Administrative Officer

 

Columbus, IN – Cummins Inc. (NYSE: CMI) announced today that Chief Administrative Officer Sharon Barner will be retiring, effective May 31, following an extraordinary career and 13 years of committed service to Cummins.

 

“Sharon is not only a renowned legal expert and business leader in intellectual property, risk management and environmental and regulatory affairs, she is also a model of courage, integrity and strong leadership,” said Jennifer Rumsey, Chair and CEO, Cummins Inc. “She embodies our values, always lifting others up as she climbs, creating nurturing environments where everyone can thrive and passionately advocating in our communities.”

 

“A deeply curious and strategic thinker, Sharon’s success is rooted in her ability to solve large, complex problems,” Rumsey added. “She tackles every challenge by building strong relationships and setting clear expectations, fostering trust and a culture of collaboration, empowerment and accountability. I, along with countless others, have been profoundly impacted by her leadership, advocacy and counsel over the past 13 years, and her contributions have helped shape Cummins into the company we are today.”

 

Barner’s career has spanned both the private and public sector. Prior to joining Cummins, Barner spent 27 years at private practice law firms, many of which in leadership positions, where she focused primarily on intellectual property law. Barner then served in the U.S. Department of Commerce as Deputy Under Secretary of Commerce for Intellectual Property and Deputy Director of the United States Patent and Trademark Office. She joined Cummins in 2012, serving first as Vice President and General Counsel, eventually adding interim Chief Human Resources Officer and Corporate Secretary to her responsibilities, before becoming Chief Administrative Officer in 2021.

 

As Cummins’ Vice President and General Counsel, Barner re-envisioned the Legal function to address external factors, like increased globalization, technological disruption and amplified government oversight. Over nine years in the role, Barner built a globally diverse and talented team of legal experts across 11 countries, skillfully executed multiple large-scale mergers and acquisitions, navigated several complex regulatory matters and continued to protect Cummins’ business interests.

 

 

 

 

Over the last four years as Chief Administrative Officer, Barner has led 12 corporate functions which provide critical services, expertise and support to Cummins’ global businesses. Among her many accomplishments in this role, she helped lead the company through the COVID-19 pandemic, ensuring facilities were compliant with the law and that Cummins was a safe place to work. She also led the functional integration of several large-scale acquisitions – including the acquisition of Meritor, the largest in the company’s history – and served on the Atmus Board of Directors to ensure the successful separation of Cummins’ Filtration business, finalized last year.

 

Barner has consistently been an early and active mentor for rising talent, both at Cummins and in the community. She was among the first sponsors for many of Cummins’ leadership development programs, and she sponsors several recruiting efforts that help Cummins increase the pipeline and pool of diverse talent. In 2024, Barner generously endowed the Barner-McDuffie House at Syracuse University, her alma mater, ensuring that future generations of Black students have a space where they are seen, supported and celebrated.

 

Barner currently serves in leadership positions on several public company and not-for-profit boards, including Howmet Aerospace Inc., Syracuse University and the Eskenazi Health Foundation. She has also served on the boards of Brebeuf Jesuit Preparatory School (Indiana), Indiana Repertory Theatre, Association of Corporate Counsel, Foundation for Advancement of Diversity in IP Law (FADIPL) and the Leadership Council on Legal Diversity. Her replacement will be named in the coming weeks.

 

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About Cummins Inc.

 

Cummins Inc., a global power solutions leader, comprises five business segments - Engine, Components, Distribution, Power Systems and Accelera by Cummins - supported by its global manufacturing and extensive service and support network, skilled workforce and vast technological expertise. Cummins is committed to its Destination Zero strategy, which is grounded in the company's commitment to sustainability and helping its customers successfully navigate the energy transition with its broad portfolio of products. The products range from advanced diesel, natural gas, electric and hybrid powertrains and powertrain-related components including aftertreatment, turbochargers, fuel systems, valvetrain technologies, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, electrified power systems with innovative components and subsystems, including battery, fuel cell and electric power technologies and hydrogen production technologies. Headquartered in Columbus, Indiana (U.S.), since its founding in 1919, Cummins employs approximately 69,600 people committed to powering a more prosperous world through three global corporate responsibility priorities critical to healthy communities: education, environment and equality of opportunity. Cummins serves its customers online, through a network of company-owned and independent distributor locations, and through thousands of dealer locations worldwide and earned about $3.9 billion on sales of $34.1 billion in 2024. See how Cummins is leading your world toward a future of smarter, cleaner power at www.cummins.com.