UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
______________________
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Date of Report
(Date of earliest
event reported):
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May 8, 2018
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CUMMINS INC.
(Exact name of registrant as specified in its charter)
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Indiana
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1-4949
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35-0257090
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(State or other
jurisdiction of
incorporation)
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(Commission File
Number)
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(IRS Employer
Identification No.)
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500 Jackson Street P.O. Box 3005 Columbus, IN 47202-3005
(Address of principal executive offices, including zip code)
(812) 377-5000
(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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:
[ ] 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)
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
At the annual meeting of shareholders of Cummins Inc. (the “Company”), held on May 8, 2018 (the “Annual Meeting”), the Company’s shareholders approved an amendment to the Company’s Restated Articles of Incorporation (the “Restated Articles”) to allow the Company’s shareholders to unilaterally amend the Company’s By-Laws (the “Amendment”). The Amendment became effective upon shareholder approval at the Annual Meeting. On May 8, 2018, following the Annual Meeting, the Company filed an Amendment and Restatement of Articles of Incorporation with the Secretary of State of Indiana to incorporate (1) the Amendment and (2) other previously disclosed amendments to the Restated Articles made since the articles of incorporation of the Company were last restated (the “Restatement”). A copy of the Amendment as well as the Restated Articles reflecting the Amendment and the Restatement are filed as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
The Company’s board of directors approved amendments to the Company’s By-Laws that conform provisions of the By-Laws to those set forth in the Amendment. The amendment to the Company’s By-Laws did not require any shareholder action and became effective at the same time as the Amendment. A copy of the amendment to the Company’s By-Laws as well as the Company’s By-Laws, as amended and restated, are filed as Exhibits 3.3 and 3.4, respectively, to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.07. Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s shareholders voted on the following proposals:
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The election of twelve directors for a one year term to expire at the Company’s 2019 annual meeting of shareholders;
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An advisory vote on the compensation of the Company’s named executive officers;
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The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s auditors for 2018;
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The approval of an amendment to the Company’s Articles of Incorporation to allow shareholders to unilaterally amend the Company’s By-Laws; and
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A shareholder proposal regarding the threshold for shareholders to call special shareholder meetings.
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As of the March 6, 2018 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 165,076,723 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 86.33% 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.
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Election of Twelve Directors For A One Year Term To Expire at the Company’s 2019 Annual Meeting Of Shareholders
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Name
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For
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Against
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Abstain
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Broker
Non-Votes
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N. Thomas Linebarger
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115,413,791
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5,016,919
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2,720,212
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19,362,862
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Richard J. Freeland
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120,621,060
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2,291,379
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238,483
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19,362,862
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Robert J. Bernhard
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121,557,891
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1,355,320
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237,711
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19,362,862
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Dr. Franklin R. Chang Diaz
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121,738,754
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1,180,295
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231,873
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19,362,862
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Bruno V. Di Leo Allen
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121,843,048
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964,159
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343,715
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19,362,862
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Stephen B. Dobbs
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121,899,096
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964,016
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287,810
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19,362,862
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Robert K. Herdman
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121,415,728
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1,457,234
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277,960
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19,362,862
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Alexis M. Herman
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111,743,486
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11,138,608
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268,828
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19,362,862
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Thomas J. Lynch
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117,756,934
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5,083,845
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310,143
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19,362,862
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William I. Miller
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118,175,925
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4,681,400
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293,597
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19,362,862
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Georgia R. Nelson
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115,420,950
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7,463,520
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266,452
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19,362,862
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Karen H. Quintos
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122,295,618
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616,681
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238,623
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19,362,862
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| 2. |
Advisory Vote on the Compensation of the Company’s Named Executive Officers
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For
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Against
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Abstain
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Broker Non-Votes
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113,776,767
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8,897,152
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477,003
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19,362,682
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| 3. |
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2018
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For
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Against
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Abstain
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Broker Non-Votes
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139,096,706
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3,104,802
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312,096
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-
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| 4. |
Approval of an Amendment to the Company’s Articles of Incorporation to Allow Shareholders to Unilaterally Amend the By-Laws
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For
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Against
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Abstain
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Broker Non-Votes
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121,839,496
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801,712
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509,714
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19,362,682
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| 5. |
Shareholder Proposal Regarding the Threshold for Shareholders to Call Special Shareholder Meetings
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For
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Against
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Abstain
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Broker Non-Votes
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62,027,846
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60,408,812
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714,264
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19,362,682
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Item 9.01. Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits.
EXHIBIT INDEX
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Exhibit
Number
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3.1
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3.2
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3.3
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3.4
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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 8, 2018
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CUMMINS INC.
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/s/ Mark J. Sifferlen
Mark J. Sifferlen
Corporate Secretary
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