Caterpillar2021ProxyStatement

DEF 14A 1 lcat2021_def14a.htm CATERPILLAR INC - DEF 14A Caterpillar2021ProxyStatement

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. __)

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Filed by a Party other than the Registrant

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	Definitive Proxy Statement
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Caterpillar Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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TABLE OF CONTENTS

We are sending you these proxy materials in connection with Caterpillar’s solicitation of proxies, on behalf of its Board of Directors, for the 2021 Annual Meeting of Shareholders (Annual Meeting). Distribution of these materials is scheduled to begin on April 30, 2021. Please submit your vote or proxy by telephone, mobile device, internet, or, if you received your materials by mail, you can complete and return your proxy or voting instruction form by mail.

LETTER TO SHAREHOLDERS

PROXY SUMMARY

Annual Meeting of Shareholders

Shareholder Voting Matters

Our Director Nominees

Governance Highlights

2020 Performance Highlights

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DIRECTORS & GOVERNANCE

PROPOSAL 1 Election of Directors

Overview of our Board

Board Attendance - 2020

Board Evolution Since 2016

Diversity of Skills and Expertise

Director Continuous Education and Development

Board’s Role in Risk Oversight

Director Nominations and Evaluations

Director Candidate Biographies and Qualifications

Director Compensation

Board Election and Leadership Structure

Duties and Responsibilities of Presiding Director

Corporate Governance Guidelines and Code of Conduct

Board Evaluation Process

Board Committees

Director Independence Determinations

Communication with the Board

Investor Outreach

Political Contributions and Lobbying

Related Party Transactions

AUDIT

PROPOSAL 2 Ratification of our Independent Registered Public Accounting Firm

Audit Fees and Approval Process

Independent Registered Public Accounting Firm Fee Information

Anonymous Reporting of Accounting and Other Concerns

Audit Committee Report

COMPENSATION

PROPOSAL 3 Advisory Vote to Approve Executive Compensation

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

Compensation Discussion & Analysis

2020 Summary Compensation Table

2020 All Other Compensation Table

Grants of Plan-Based Awards in 2020

Outstanding Equity Awards at 2020 Fiscal Year End

2020 Option Exercises and Stock Vested

2020 Pension Benefits

2020 Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

CEO Pay Ratio

SHAREHOLDER PROPOSALS

PROPOSAL 4 – Shareholder Proposal – Report on Climate Policy

PROPOSAL 5 – Shareholder Proposal – Report on Diversity and Inclusion

PROPOSAL 6 – Shareholder Proposal – Transition to a Public Benefit Corporation

PROPOSAL 7 – Shareholder Proposal – Shareholder Action by Written Consent

OTHER IMPORTANT INFORMATION

Matters Raised at the Annual Meeting Not Included in this Statement

Shareholder Proposals and Director Nominations for the 2022 Annual Meeting

Persons Owning More Than Five Percent of Caterpillar Common Stock

Security Ownership of Executive Officers and Directors

Delinquent Section 16(a) Reports

Access to Form 10-K

Non-GAAP Financial Measures

Frequently Asked Questions Regarding Meeting Attendance and Voting

2021 PROXY STATEMENT

Back to Contents

DEAR FELLOW SHAREHOLDERS,

D. JAMES UMPLEBY III

Chairman and Chief Executive Officer

“AS WE CONTINUE TO EXECUTE OUR STRATEGY FOR LONG-TERM PROFITABLE GROWTH, WE ALSO FOCUS ON WINNING THE RIGHT WAY FOR OUR CUSTOMERS, OUR EMPLOYEES AND OUR COMMUNITIES AROUND THE WORLD.”

On behalf of the Board of Directors and our entire company, I

SEC Form DEF 14A filed by Caterpillar, Inc.