CUMMINS INC 8-K

What Happened
Cummins Inc. filed an 8-K (May 14, 2026) reporting results of its Annual Meeting held May 12, 2026. As of the March 16, 2026 record date, 138,257,420 shares were outstanding; about 87.8% were represented at the meeting. Shareholders elected eleven directors for one-year terms, approved the company’s 2026 Omnibus Incentive Plan, ratified PricewaterhouseCoopers LLP as auditor for 2026, and approved the advisory (non-binding) vote on executive compensation. Two shareholder proposals — one to separate the roles of Chair and CEO and one requesting a report on charitable support — did not pass.

Key Details

• Record date and participation: 138,257,420 shares outstanding (March 16, 2026); ~87.8% of shares represented at the May 12, 2026 meeting; 14,244,942 broker non-votes reported on several items.
• Director elections: All 11 nominees elected. Example vote totals: Matthew Tsien 106,581,920 for; Jennifer W. Rumsey 101,443,390 for; William I. Miller 99,983,877 for (detailed vote counts were reported for each director).
• Advisory vote on pay (Say-on-Pay): For 101,865,982; Against 4,995,353; Abstain 339,925; Broker non-votes 14,244,942.
• Auditor ratification: PricewaterhouseCoopers LLP ratified — For 113,910,556; Against 7,338,022; Abstain 197,624.
• 2026 Omnibus Incentive Plan: Approved — For 102,647,695; Against 4,155,893; Abstain 397,672; Broker non-votes 14,244,942.
• Shareholder proposals failed: Separation of Chair/CEO — For 24,007,807; Against 82,570,309; Charitable support report — For 1,881,650; Against 104,240,231.

Why It Matters

• Board continuity: Re-election of all directors maintains existing board composition and corporate governance continuity.
• Compensation and incentives: Approval of the omnibus plan and the advisory say-on-pay vote gives the company authority and shareholder support to continue equity and other incentive programs for executives and employees (the advisory vote is non-binding).
• Auditor continuity: Ratification of PwC secures the company’s auditor for 2026, affecting financial reporting oversight.
• Shareholder influence: Large margins against the two shareholder proposals indicate investors did not support separating Chair/CEO roles or the requested charitable report at this time, which preserves current leadership structure and reporting practices.