CATERPILLAR INC 8-K

What Happened

• Caterpillar Inc. filed an 8-K reporting results from its 2026 virtual Annual Shareholders Meeting and related disclosures. All director nominees were elected to one-year terms: Joseph E. Creed; James C. Fish, Jr.; Lynn J. Good; Gerald Johnson; Nazzic S. Keene; David W. MacLennan; Judith F. Marks; Debra L. Reed‑Klages; Susan C. Schwab; and Rayford Wilkins, Jr. Vote totals for directors’ “For” votes ranged roughly from 308.3 million to 323.1 million, with 68,032,649 broker non‑votes recorded for each director.
• The shareholders ratified PricewaterhouseCoopers LLP as the company’s independent registered public accounting firm for 2026. The non‑binding advisory vote to approve executive compensation (say‑on‑pay) was approved. A shareholder proposal to allow shareholder action by written consent was not approved.
• Separately, Caterpillar announced a quarterly cash dividend of $1.63 per share (up $0.12 from $1.51), payable August 19, 2026 to shareholders of record at the close of business on July 20, 2026. A press release dated June 10, 2026 is attached as Exhibit 99.1 to the filing.

Key Details

• Dividend: $1.63 per share, payable Aug 19, 2026; record date July 20, 2026 (increase of $0.12).
• Director elections: all nominees elected; “For” tallies per director ranged ~308.3M–323.1M; broker non‑votes: 68,032,649.
• Auditor ratification: PwC approved — For: 372,882,425; Against: 19,911,190; Abstain: 692,384.
• Say‑on‑pay: Advisory approval — For: 307,919,503; Against: 15,792,946; Abstain: 1,740,901; Broker non‑votes: 68,032,649.
• Shareholder written‑consent proposal failed — For: 127,707,438; Against: 195,268,191; Abstain: 2,477,721; Broker non‑votes: 68,032,649.

Why It Matters

• The re‑election of the full slate of directors and ratification of PwC provide continuity in governance and auditing oversight, which investors typically view as reducing near‑term governance risk.
• Approval of the advisory say‑on‑pay indicates shareholder support for current executive compensation practices.
• The failed written‑consent proposal preserves the Board’s current process for shareholder action (no change to permit written consents).
• The $1.63 quarterly dividend is a concrete boost to shareholder income and signals management’s willingness to return cash to investors; the record and payment dates give investors clarity on eligibility.