cg267.htm

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 
Date of Report: May 14, 2013

 
 
  CUMMINS INC.
(Exact name of registrant as specified in its charter)
 
Indiana
(State or other Jurisdiction of
Incorporation)
1-4949
(Commission File Number)
35-0257090
(I.R.S. Employer Identification
 No.)
 
500 Jackson Street
P. O. Box 3005
Columbus, IN  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))
 
 
 
 
 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On May 14, 2013, Cummins Inc. (the “Company”) held its 2013 annual meeting of shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders voted on the following proposals:
 
●  
The election of nine directors for a one year term to expire at the Company’s 2014 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 2013; and
 
●  
A shareholder proposal regarding an independent board chairman.
 
As of the March 15, 2013 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 189,737,819 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share.  Approximately 86.23% 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 Nine Directors For A One Year Term To Expire at the Company’s 2014 Annual Meeting Of Shareholders
 
Name
  
For
  
Against
  
Abstain
  
Broker
Non-Votes
N. Thomas Linebarger
  
141,283,148
  
5,249,010
  
1,473,997
  
15,607,340
William I. Miller
  
130,184,979
  
16,695,827
  
1,124,349
  
15,608,340
Alexis M. Herman
  
142,243,121
  
4,717,566
  
1,045,468
  
15,607,340
Georgia R. Nelson
  
146,400,274
  
597,352
  
1,008,529
  
15,607,340
Carl Ware
  
146,120,867
  
730,479
  
1,154,809
  
15,607,340
Robert K. Herdman
  
146,350,648
  
604,710
  
1,050,797
  
15,607,340
Robert J. Bernhard
  
146,323,833
  
511,449
  
1,170,873
  
15,607,340
Dr. Franklin R. Chang Diaz
  
146,434,687
  
547,257
  
1,024,211
  
15,607,340
Stephen B. Dobbs
  
146,427,759
  
528,803
  
1,049,593
  
15,607,340
 
2.           Advisory Vote on the Compensation of the Company’s Named Executive Officers

For
  
Against
  
Abstain
  
Broker Non-Votes
142,533,900
  
3,981,906
  
1,489,966
  
15,607,723

3.
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2013

For
  
Against
  
Abstain
  
Broker Non-Votes
160,202,984
  
2,287,845
  
1,122,666
  
N/A

4.           Shareholder Proposal Regarding Independent Board Chairman

For
  
Against
  
Abstain
  
Broker Non-Votes
45,045,383
  
101,517,296
  
1,443,068
  
15,607,748
 
 
2
 
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 16, 2013
 
 
CUMMINS INC.
 
 
/s/ Marsha L. Hunt
Marsha L. Hunt
Vice President - Corporate Controller
(Principal Accounting Officer)

 
 
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