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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
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FORM
8-K
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Current
Report
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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): February 10,
2010
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CATERPILLAR
INC.
(Exact name
of registrant as specified in its charter)
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Delaware
(State or
other jurisdiction of incorporation)
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1-768
(Commission
File Number)
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37-0602744
(IRS Employer
Identification No.)
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100
NE Adams Street, Peoria, Illinois
(Address of
principal executive offices)
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61629
(Zip
Code)
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Registrant's
telephone number, including area code: (309)
675-1000
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Former name
or former address, if changed since last report: N/A
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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:
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers;
Compensatory Arrangements of Certain officers. |
(b) Resignation of
Gail D. Fosler and John R. Brazil from the Caterpillar Inc. Board of
Directors
On or about
November 3, 2009, Gail D. Fosler announced she was resigning as President of The
Conference Board, effective December 31, 2009. On November 10, 2009,
Ms. Folser submitted a letter of resignation from her position as a director of
Caterpillar Inc.’s (the “Company”) Board of Directors (the
“Board”). The Company’s Guidelines on Corporate Governance Issues
(“Guidelines”) require a director to tender his or her resignation upon a
significant change in business or personal circumstances. On
February 10, 2010, the Board accepted Ms. Fosler’s resignation, effective as of
the expiration of her term as a Class I director on the date of the Company’s
annual shareholders meeting in 2011.
Ms. Fosler joined
the Board on January 1, 2003 and served on the Public Policy Committee (2003 –
June 2006), Compensation Committee (2003 – June 2006), Governance Committee
(July 2006 – August 2009) and Audit Committee (August 2009 –
present). In her role as a director, Ms. Fosler provided an
international macroeconomic perspective and helped shape important Company
initiatives. Her diverse views, and insight into trends and
initiatives of the global business community through her leadership of The
Conference Board, contributed to the Board throughout her tenure as a
director.
Ms. Fosler is also
a director of Baxter International Inc.
On November 19,
2009, John R. Brazil informed the Board that he would be retiring as President
of Trinity University in January 2010. At that time, Mr. Brazil
submitted a letter of resignation from his position as a director of the Company
to be considered by the Board in accordance with the Company’s
Guidelines. On February 10, 2010, the Board accepted Mr. Brazil’s
resignation, effective as of the expiration of Mr. Brazil’s term as a Class I
director on the date of the Company’s annual shareholders meeting in
2011.
Mr. Brazil joined the Board on October
14, 1998 and served on the Governance Committee (1998 – 2000), Public Policy
Committee (2001 – June 2006), Audit Committee (1998 – 2000 and July 2006 – June
2009) and Compensation Committee (2001 – June 2006 and June 2009 to
present). In his role as a director, Mr. Brazil contributed to
the resolution of important policy issues. His relationship with, and
insight into, the higher-education community and system helped the Company
develop its recruiting processes and its internal training and continuing
education function.
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*********************************************************************
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SIGNATURES
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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
thereunto duly authorized.
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CATERPILLAR
INC.
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February 12,
2010
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By:
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/s/James
B. Buda
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James B.
Buda
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Vice
President, General Counsel and Secretary
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