PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 10, 2022
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, Indiana47202-3005
(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 (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
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 5.07. Submission of Matters to a Vote of Security Holders.
On May 10, 2022, at the 2022 annual meeting of shareholders (the “Annual Meeting”) of Cummins Inc. (the “Company”), the Company’s shareholders voted on the following proposals:
•The election of thirteen directors for a one year term to expire at the Company’s 2023 annual meeting of shareholders;
•An advisory vote on the compensation of the Company’s named executive officers;
•The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s auditors for 2022; and
•A shareholder proposal regarding an independent board chairman.
As of the March 8, 2022 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 142,074,564 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 85.16% 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 Thirteen Directors for a One Year Term to Expire at the Company’s 2023 Annual Meeting of Shareholders
Name
For
Against
Abstain
Broker Non-Votes
N. Thomas Linebarger
94,480,151
13,324,630
419,142
12,779,300
Jennifer W. Rumsey
102,683,092
5,329,780
211,051
12,779,300
Robert J. Bernhard
96,983,907
10,749,978
490,038
12,779,300
Dr. Franklin R. Chang Diaz
97,892,541
9,892,365
439,017
12,779,300
Bruno V. Di Leo Allen
103,701,280
4,066,911
455,732
12,779,300
Stephen B. Dobbs
98,733,034
9,028,170
462,719
12,779,300
Carla A. Harris
100,807,753
6,981,431
434,739
12,779,300
Robert K. Herdman
96,936,694
10,830,060
457,169
12,779,300
Thomas J. Lynch
95,345,914
12,416,652
461,357
12,779,300
William I. Miller
89,570,554
18,234,286
419,083
12,779,300
Georgia R. Nelson
90,831,867
16,916,295
475,761
12,779,300
Kimberly A. Nelson
103,618,803
4,141,043
464,077
12,779,300
Karen H. Quintos
103,688,074
4,073,305
462,544
12,779,300
Following the Annual Meeting, the independent members of the Board of Directors elected Thomas J. Lynch to serve as the independent Lead Director of the Board of Directorsof the Companyand chair of the Governance and Nominating Committee.
2.Advisory Vote on the Compensation of the Company’s Named Executive Officers
For
Against
Abstain
Broker Non-Votes
96,414,982
11,310,777
498,164
12,779,300
3.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2022
For
Against
Abstain
Broker Non-Votes
116,408,433
4,313,340
281,450
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4.Shareholder Proposal Regarding an Independent Board Chairman
For
Against
Abstain
Broker Non-Votes
39,925,542
67,843,109
455,272
12,779,300
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, 2022
CUMMINS INC.
/s/ SHARON R. BARNER
Sharon R. Barner
Vice President - Chief Administrative Officer & Corporate Secretary