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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

Date of Report:  May 10, 2022

 

  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. ☐

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Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 10, 2022, at the 2022 annual meeting of shareholders (the “Annual Meeting”) of Cummins Inc. (the “Company”), the Company’s shareholders voted on the following proposals:

•The election of thirteen directors for a one year term to expire at the Company’s 2023 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 2022; and

•A shareholder proposal regarding an independent board chairman.

As of the March 8, 2022 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 142,074,564 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 85.16% 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 2023 Annual Meeting of Shareholders

Name						For						Against						Abstain						Broker Non-Votes
N. Thomas Linebarger						94,480,151						13,324,630						419,142						12,779,300
Jennifer W. Rumsey						102,683,092						5,329,780						211,051						12,779,300
Robert J. Bernhard						96,983,907						10,749,978						490,038						12,779,300
Dr. Franklin R. Chang Diaz						97,892,541						9,892,365						439,017						12,779,300
Bruno V. Di Leo Allen						103,701,280						4,066,911						455,732						12,779,300
Stephen B. Dobbs						98,733,034						9,028,170						462,719						12,779,300
Carla A. Harris						100,807,753						6,981,431						434,739						12,779,300
Robert K. Herdman						96,936,694						10,830,060						457,169						12,779,300
Thomas J. Lynch						95,345,914						12,416,652						461,357						12,779,300
William I. Miller						89,570,554						18,234,286						419,083						12,779,300
Georgia R. Nelson						90,831,867						16,916,295						475,761						12,779,300
Kimberly A. Nelson						103,618,803						4,141,043						464,077						12,779,300
Karen H. Quintos						103,688,074						4,073,305						462,544						12,779,300

Following the Annual Meeting, the independent members of the Board of Directors elected Thomas J. Lynch to serve as the independent Lead Director of the Board of Directors of the Company and chair of the Governance and Nominating Committee.

2.Advisory Vote on the Compensation of the Company’s Named Executive Officers

For						Against						Abstain						Broker Non-Votes
96,414,982						11,310,777						498,164						12,779,300

3.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2022

For						Against						Abstain						Broker Non-Votes
116,408,433						4,313,340						281,450						-

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4.Shareholder Proposal Regarding an Independent Board Chairman

For						Against						Abstain						Broker Non-Votes
39,925,542						67,843,109						455,272						12,779,300

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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 11, 2022

 

CUMMINS INC.
/s/ SHARON R. BARNER
Sharon R. Barner Vice President - Chief Administrative Officer & Corporate Secretary