PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 11, 2021
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 11, 2021, at the 2021 annual meeting of shareholders (the “Annual Meeting”), the Company’s shareholders voted on the following proposals:
•The election of thirteen director nominees for a one year term to expire at the Company’s 2022 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 2021; and
•A shareholder proposal regarding professional services allowance.
As of the March 8, 2021 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 146,544,468 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 87.3% 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 2022 Annual Meeting of Shareholders
Name
For
Against
Abstain
Broker Non-Votes
N. Thomas Linebarger
102,865,362
12,007,382
1,038,251
11,995,697
Robert J. Bernhard
107,358,196
8,253,720
299,079
11,995,697
Dr. Franklin R. Chang Diaz
110,618,643
5,016,259
276,093
11,995,697
Bruno V. Di Leo Allen
114,759,522
829,043
322,430
11,995,697
Stephen B. Dobbs
111,564,715
4,035,050
311,230
11,995,697
Carla A. Harris
113,522,335
2,080,759
307,901
11,995,697
Robert K. Herdman
107,185,428
8,406,274
319,293
11,995,697
Alexis M. Herman
99,736,342
15,918,162
256,491
11,995,697
Thomas J. Lynch
102,318,253
13,305,593
287,149
11,995,697
William I. Miller
106,701,808
8,786,497
422,690
11,995,697
Georgia R. Nelson
105,717,902
9,733,774
459,319
11,995,697
Kimberly A. Nelson
115,058,572
563,765
288,658
11,995,697
Karen H. Quintos
114,826,057
793,076
291,862
11,995,697
The Company's press release with respect to Carla A. Harris’ election to the Board of Directors is filed herewith as Exhibit 99.
2.Advisory Vote on the Compensation of the Company’s Named Executive Officers
For
Against
Abstain
Broker Non-Votes
102,276,205
13,104,220
530,570
11,995,697
3.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2021
For
Against
Abstain
Broker Non-Votes
125,429,128
2,172,660
304,904
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4.Shareholder Proposal Regarding Professional Services Allowance
For
Against
Abstain
Broker Non-Votes
33,354,222
82,048,808
507,965
11,995,697
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. - The exhibits below are filed herewith:
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 12, 2021
CUMMINS INC.
/s/ SHARON R. BARNER
Sharon R. Barner
Vice President - Chief Administrative Officer & Corporate Secretary
