CMI 8-K
Cummins Inc (CMI)
8-K
2023-05-11
For: 2023-05-09
View Original
Added on
April 08, 2026
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: May 9, 2023
(Exact name of registrant as specified in its charter)
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||||||
(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 (see General Instruction A.2. below):
| 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 | ||||||||||||
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.
(e) On May 9, 2023, at the 2023 annual meeting of shareholders (the "Annual Meeting") of Cummins Inc. (the "Company"), the Company's shareholders approved the Cummins Inc. Employee Stock Purchase Plan (the "ESPP"), as amended, to increase the potential discount on stock purchased by employees from 15% to 20% and to increase the annual limit on the Company's aggregate matching contributions under the ESPP to $30 million from $7.5 million. The increase in the annual limit is necessary to accommodate an increase in the rate of the Company’s matching contributions and increased global participation from the Company’s eligible employees.
The Company cannot currently determine the benefits, if any, to be received under the ESPP in the future by the named executive officers of the Company.
The ESPP, as amended, is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on March 27, 2023. The full text of the ESPP, as amended, appears as Annex B to that definitive proxy statement. The description of the ESPP amendment set forth above does not purport to be complete and is qualified in its entirety by reference to such materials.
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2023, at the Annual Meeting of the Company, the Company’s shareholders voted on the following proposals:
•The election of twelve directors for a one-year term to expire at the Company’s 2024 annual meeting of shareholders;
•An advisory vote on the compensation of the Company’s named executive officers;
•An advisory vote on the frequency of future advisory votes on the compensation of our named executive officers;
•The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s auditors for 2023;
•Approval of the ESPP;
•A shareholder proposal regarding an independent board chairman; and
•A shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions.
As of the March 7, 2023 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 141,539,731 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 88% of all votes 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 Twelve Directors for a One Year Term to Expire at the Company’s 2024 Annual Meeting of Shareholders
| Name | For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| N. Thomas Linebarger | 106,784,943 | 3,778,685 | 416,725 | 12,922,893 | ||||||||||||||||||||||
| Jennifer W. Rumsey | 108,897,778 | 1,826,065 | 256,510 | 12,922,893 | ||||||||||||||||||||||
| Gary L. Belske | 110,193,341 | 485,932 | 301,080 | 12,922,893 | ||||||||||||||||||||||
| Robert J. Bernhard | 104,766,075 | 5,910,187 | 304,091 | 12,922,893 | ||||||||||||||||||||||
| Bruno V. Di Leo Allen | 109,645,337 | 1,009,847 | 325,169 | 12,922,893 | ||||||||||||||||||||||
| Stephen B. Dobbs | 97,374,401 | 13,297,160 | 308,792 | 12,922,893 | ||||||||||||||||||||||
| Carla A. Harris | 106,030,776 | 4,665,397 | 284,180 | 12,922,893 | ||||||||||||||||||||||
| Thomas J. Lynch | 106,925,335 | 3,746,615 | 308,403 | 12,922,893 | ||||||||||||||||||||||
| William I. Miller | 103,876,376 | 6,784,437 | 319,540 | 12,922,893 | ||||||||||||||||||||||
| Georgia R. Nelson | 102,071,439 | 8,597,796 | 311,118 | 12,922,893 | ||||||||||||||||||||||
| Kimberly A. Nelson | 109,321,819 | 1,366,207 | 292,327 | 12,922,893 | ||||||||||||||||||||||
| Karen H. Quintos | 109,367,970 | 1,316,227 | 296,156 | 12,922,893 | ||||||||||||||||||||||
2.Advisory Vote on the Compensation of the Company’s Named Executive Officers
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 105,483,923 | 4,674,558 | 821,872 | 12,922,893 | |||||||||||||||||
3.Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of the Company’s Named Executive Officers
| 1 Year | 2 Years | 3 Years | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 107,687,115 | 276,737 | 2,665,616 | 350,885 | N/A | ||||||||||||||||||||||
Consistent with the greatest number of votes cast with respect to this proposal, the Board has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers as required pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.
4.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2023
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 117,442,578 | 6,180,487 | 280,181 | - | |||||||||||||||||
5.Approval of the ESPP
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 91,378,284 | 19,350,782 | 251,287 | 12,922,893 | |||||||||||||||||
6.Shareholder Proposal Regarding an Independent Board Chairman
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 47,897,281 | 62,562,105 | 520,967 | 12,922,893 | |||||||||||||||||
7.Shareholder Proposal Regarding Linking Executive Compensation to Achieving 1.5°C emissions reductions
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 16,659,327 | 93,665,876 | 655,150 | 12,922,893 | |||||||||||||||||
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. The exhibits listed in the Exhibit Index below are filed as part of this report.
Exhibit Index
| Exhibit Number | Description | |||||||
| 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: May 11, 2023
| CUMMINS INC. | ||
| /s/ SHARON R. BARNER | ||
Sharon R. Barner Vice President - Chief Administrative Officer & Corporate Secretary | ||