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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
cumminslogoa03.jpg
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:  May 12, 2020

 
  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, Indiana  47202-3005
(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 12, 2020, at the 2020 annual meeting of shareholders (the "Annual Meeting") of Cummins Inc. (the "Company"), the Company’s shareholders voted on the following proposals:
The election of eleven directors for a one year term to expire at the Company’s 2021 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 2020; and

A shareholder proposal regarding by-law amendments.
 
As of the March 10, 2020 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 148,122,364 shares of the Company's Common Stock, $2.50 par value, were outstanding and entitled to vote, each entitled to one vote per share. Approximately 87.2% 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 Eleven Directors for a One Year Term to Expire at the Company’s 2021 Annual Meeting of Shareholders
Name
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
N. Thomas Linebarger
 
104,326,166

 
8,694,637

 
1,210,141

 
14,949,171

Robert J. Bernhard
 
109,572,240

 
4,520,936

 
137,768

 
14,949,171

Dr. Franklin R. Chang Diaz
 
110,562,090

 
3,527,953

 
140,901

 
14,949,171

Bruno V. Di Leo Allen
 
111,888,635

 
2,201,768

 
140,541

 
14,949,171

Stephen B. Dobbs
 
112,489,184

 
1,591,778

 
149,982

 
14,949,171

Robert K. Herdman
 
109,416,605

 
4,672,832

 
141,507

 
14,949,171

Alexis M. Herman
 
99,212,892

 
14,881,658

 
136,394

 
14,949,171

Thomas J. Lynch
 
104,721,456

 
9,367,015

 
142,473

 
14,949,171

William I. Miller
 
106,484,689

 
7,599,255

 
147,000

 
14,949,171

Georgia R. Nelson
 
106,438,776

 
7,614,352

 
177,816

 
14,949,171

Karen H. Quintos
 
112,788,012

 
1,310,946

 
131,986

 
14,949,171


2.
Advisory Vote on the Compensation of the Company’s Named Executive Officers
For
 
Against
 
Abstain
 
Broker Non-Votes
106,561,979
 
7,363,076
 
305,889
 
14,949,171

3.
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2020
For
 
Against
 
Abstain
 
Broker Non-Votes
126,242,590
 
2,769,107
 
168,418
 
-





4.
Shareholder Proposal Regarding By-Law Amendments
For
 
Against
 
Abstain
 
Broker Non-Votes
5,636,476
 
107,783,802
 
810,666
 
14,949,171
 




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 14, 2020
 
CUMMINS INC.
 /s/ MARK J. SIFFERLEN
Mark J. Sifferlen
Corporate Secretary