Caterpillar Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.07 Submission of Matters to a Vote of Security Holders
On June 11, 2025, Caterpillar Inc. (the “Company”) held a virtual 2025 Annual Shareholders Meeting (the “Annual Meeting”). Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting.
Proposal 1 - Company Proposal - Election of Directors
All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:
| Director | For | Against | Abstain | Broker Non-Votes |
| Joseph E. Creed | 318,498,347 | 1,753,464 | 864,959 | 74,527,213 |
| James C. Fish, Jr. | 308,046,737 | 12,057,097 | 1,012,936 | 74,527,213 |
| Gerald Johnson | 316,575,390 | 3,516,392 | 1,024,988 | 74,527,213 |
| Nazzic S. Keene | 316,828,348 | 3,280,237 | 1,008,185 | 74,527,213 |
| David W. MacLennan | 313,226,737 | 6,873,015 | 1,017,018 | 74,527,213 |
| Judith F. Marks | 317,273,666 | 2,901,893 | 941,211 | 74,527,213 |
| Debra L. Reed-Klages | 314,101,093 | 6,111,342 | 904,335 | 74,527,213 |
| Susan C. Schwab | 310,548,816 | 9,507,307 | 1,060,647 | 74,527,213 |
| D. James Umpleby III | 311,270,374 | 8,959,498 | 886,898 | 74,527,213 |
| Rayford Wilkins, Jr. | 312,193,808 | 7,701,856 | 1,221,106 | 74,527,213 |
Proposal 2 - Company Proposal - Ratification of Independent Registered Public Accounting Firm
The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for
2025 was approved with the following vote:
| For | Against | Abstain |
| 375,964,503 | 18,819,263 | 860,217 |
Proposal 3 - Company Proposal - Advisory Vote to Approve Executive Compensation
The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 301,439,384 | 17,773,391 | 1,903,995 | 74,527,213 |
Proposal 4 - Shareholder Proposal - Civil Rights Audit
The proposal requesting that the Board of Directors commission and oversee a civil rights audit was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 34,783,167 | 282,110,451 | 4,223,152 | 74,527,213 |
Proposal 5 - Shareholder Proposal – Report on Employee Charitable Giving Match
The proposal requesting that the Board of Directors issue a report evaluating the composition of charities included in the Company’s employee-gift match program was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 6,574,526 | 311,026,909 | 3,515,335 | 74,527,213 |
Proposal 6 - Shareholder Proposal – Request to Cease DEI Efforts
The proposal requesting that the Board of Directors terminate any Diversity, Equity and Inclusion (DEI) programs at the Company was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes |
| 9,835,678 | 307,515,820 | 3,765,272 | 74,527,213 |
Item 7.01 Regulation FD Disclosure
On June 11, 2025, the Board of Directors declared a quarterly cash dividend of one dollar and fifty-one cents ($1.51) per share of Company common stock, payable on August 20, 2025 to shareholders of record at the close of business on July 21, 2025. The per share dividend of $1.51 is an increase of ten cents from the previous quarterly dividend of $1.41 per share. On the same date, the Company issued a press release announcing the dividend increase, a copy of which is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished in accordance with the provisions of General Instructions B.2 of
Form 8-K.
Item 9.01 Financial Statements and Exhibits
(d) Exhibits.
| Exhibit Number |
Description | |
| 99.1 | Caterpillar Inc. press release dated June 11, 2025 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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.
| CATERPILLAR INC. | ||
| June 12, 2025 | By: | /s/ Derek Owens |
| Derek Owens | ||
| Chief Legal Officer and General Counsel | ||