cg403.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 13, 2014
 
 
  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 13, 2014, Cummins Inc. (the “Company”) held its 2014 annual meeting of shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders voted on the following proposals:
 
●   
The election of eight directors for a one year term to expire at the Company’s 2015 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 2014; and
 
●   
A shareholder proposal regarding confidential voting.
 
As of the March 11, 2014 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 183,879,156 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share.  Approximately 84.5% 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 Eight Directors For A One Year Term To Expire at the Company’s 2015 Annual Meeting Of Shareholders
 
Name
  
For
  
Against
  
Abstain
  
Broker
Non-Votes
N. Thomas Linebarger
  
129,988,261
  
7,299,767
  
574,525
  
17,610,461
William I. Miller
  
135,447,427
  
2,198,402
  
216,724
  
17,610,461
Alexis M. Herman
  
132,829,322
  
4,791,954
  
241,277
  
17,610,461
Georgia R. Nelson
  
136,889,124
  
739,730
  
233,699
  
17,610,461
Robert K. Herdman
  
137,049,718
  
502,479
  
310,356
  
17,610,461
Robert J. Bernhard
  
137,123,421
  
462,470
  
276,662
  
17,610,461
Dr. Franklin R. Chang Diaz
  
136,932,098
  
673,585
  
256,870
  
17,610,461
Stephen B. Dobbs
  
137,103,942
  
452,513
  
306,098
  
17,610,461

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

For
  
Against
  
Abstain
  
Broker Non-Votes
134,653,784
  
2,565,493
  
643,276
  
17,610,461

3.
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2014

For
  
Against
  
Abstain
  
Broker Non-Votes
153,681,600
  
1,531,029
  
260,385
  
N/A

4.           Shareholder Proposal Regarding Confidential Voting

For
  
Against
  
Abstain
  
Broker Non-Votes
49,572,199
  
87,150,221
  
1,140,133
  
17,610,461


 
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 13, 2014
 
 
CUMMINS INC.
 
 
/s/ Marsha L. Hunt
Marsha L. Hunt
Vice President - Corporate Controller
(Principal Accounting Officer)

 
3