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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