cg597.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 12, 2015

 
 
  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 12, 2015, Cummins Inc. (the “Company”) held its 2015 annual meeting of shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders voted on the following proposals:
 
   
The election of ten directors for a one year term to expire at the Company’s 2016 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 2015; and
 
   
A shareholder proposal regarding an independent board chairman.
 
As of the March 10, 2015 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 181,306,305 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share.  Approximately 84.97% 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 Ten Directors For A One Year Term To Expire at the Company’s 2016 Annual Meeting Of Shareholders
 
Name
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
N. Thomas Linebarger
 
125,080,853
 
9,121,158
 
561,519
 
19,297,091
Robert J. Bernhard
 
133,895,595
 
605,822
 
262,113
 
19,297,091
Dr. Franklin R. Chang Diaz
 
133,889,933
 
635,045
 
238,552
 
19,297,091
Bruno V. Di Leo Allen
 
133,942,953
 
553,277
 
267,300
 
19,297,091
Stephen B. Dobbs
 
133,932,352
 
584,035
 
247,143
 
19,297,091
Robert K. Herdman
 
133,768,851
 
719,338
 
275,341
 
19,297,091
Alexis M. Herman
 
130,474,171
 
4,001,172
 
288,187
 
19,297,091
Thomas J. Lynch
 
131,043,339
 
3,390,416
 
329,775
 
19,297,091
William I. Miller
 
132,239,297
 
2,255,972
 
268,261
 
19,297,091
Georgia R. Nelson
 
131,637,346
 
2,826,901
 
299,283
 
19,297,091
 
2.           Advisory Vote on the Compensation of the Company’s Named Executive Officers

For
 
Against
 
Abstain
 
Broker Non-Votes
128,910,119
 
5,148,209
 
705,202
 
19,297,091

3.
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2015
 
For
 
Against
 
Abstain
 
Broker Non-Votes
152,200,418
 
1,562,130
 
298,073
 
N/A
 
 
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4.           Shareholder Proposal Regarding Independent Board Chairman

For
 
Against
 
Abstain
 
Broker Non-Votes
48,962,751
 
84,684,238
 
1,116,541
 
19,297,091

 
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 12, 2015
 
 
CUMMINS INC.
 
 
 
    /s/ Marsha L. Hunt      
Marsha L. Hunt
Vice President - Corporate Controller
(Principal Accounting Officer)

 
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