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	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549   SCHEDULE 14A   Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

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		Sincerely yours,
		Douglas R. Oberhelman Chairman and Chief Executive Officer

 

§	Elect as Directors the sixteen nominees identified in the proxy statement, each for a term of one year.

§	Ratify the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2012.

§	Approve, on a non-binding advisory basis, executive compensation.

§	Amend the Company’s Restated Certificate of Incorporation and Bylaws to provide stockholders the right to call special meetings of stockholders.

§	Amend the Company’s Bylaws to enhance and clarify the procedures to be followed by stockholders for submitting proposed items of business at future meetings of stockholders.

§	Vote on four stockholder proposals described in the proxy statement, if properly presented at the meeting.

§	Conduct any other business properly brought before the meeting or any adjournment or postponement of the meeting.

By order of the Board of Directors
Christopher M. Reitz Corporate Secretary May 2, 2012

 

Table of Contents

SUMMARY INFORMATION
	Business Highlights
	Compensation Highlights
	Stockholder Actions
Part One – Information about E-proxy, Meeting Attendance and Voting Matters
	Internet Availability of Proxy Materials
	Frequently Asked Questions Regarding Meeting Attendance and Voting
Part Two – Corporate Governance Information
	Corporate Governance Guidelines
	Sustainability
	Succession Planning
	Stockholder Rights Plan
	Political Contributions Disclosure
	Composition of the Board
	Related Party Transaction Approval Process
	Director Independence Determinations
	Independent Director Meetings
	Process for Identifying and Evaluating Potential Directors
	Board Leadership Structure
	Board’s Role in Risk Oversight
	Board Meetings and Committees
	Communication with the Board
	Code of Ethics
	Audit Committee Report
	Audit Fees and Approval Process
	Governance Committee
Part Three – Proposals to be Voted on at the 2012 Annual Meeting
	Company Proposals
		Proposal 1 –	Election of Directors
		Proposal 2 –	Ratification of our Independent Registered Public Accounting Firm
		Proposal 3 –	Advisory Vote on Executive Compensation
		Proposal 4 –	Amend Restated Certificate of Incorporation and Bylaws to Provide Stockholders the Right to Call Special Meetings
		Proposal 5 –	Amend Bylaw Advance Notice Provisions
	Stockholder Proposals
		Proposal 6 –	Report on Political Contributions and Expenses
		Proposal 7 –	Director Election Majority Vote Standard
		Proposal 8 –	Review of Global Corporate Standards
		Proposal 9 –	Stockholder Action by Written Consent
Part Four – Other Important Information
	Persons Owning More than Five Percent of Caterpillar Common Stock
	Caterpillar Common Stock Owned by Executive Officers and Directors
	Compensation
		Compensation Discussion and Analysis
		Executive Summary
		Compensation Committee Report
		Executive Compensation Tables
		Potential Payments Upon Termination or Change in Control
		Director Compensation
		Compensation Risk
	Other Matters
		Section 16(a) Beneficial Ownership Reporting Compliance
		Matters Raised at the Annual Meeting not Included in this Statement
		Access to Form 10-K
	Admission and Ticket Request Procedure
	Appendix A – Proposed Changes to Restated Certificate of Incorporation and Bylaws Concerning Stockholders’ Right to Call Special Meetings
	Appendix B – Proposed Changes to Bylaws Concerning Advance Notice Provisions

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SUMMARY INFORMATION

 

 

 

 

 

Page 1

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Election of Directors (Proposal 1)

 

Nominee	Age	Director Since	Principal Occupation	Committees
David L. Calhoun	55	2011	CEO and Executive Director of Nielsen Holdings N.V.	Compensation
Daniel M. Dickinson	50	2006	Managing Partner of HCI Equity Partners	Audit
Eugene V. Fife	71	2002	Managing Principal of Vawter Capital LLC; Retired Partner of Goldman Sachs & Co.	Governance
Juan Gallardo	64	1998	Chairman of Grupo Embotelladoras Unidas S.A.B. de C.V.	Public Policy
David R. Goode	71	1993	Former Chairman, President and CEO of Norfolk Southern Corporation	Compensation
Jesse J. Greene, Jr.	67	2011	Former Vice President of Financial Management and Chief Financial Risk Officer of International Business Machines Corporation	Audit
Jon M. Huntsman, Jr.	51	2012	Former United States Ambassador to China and former Governor of Utah
Peter A. Magowan	70	1993	Former President and Managing General Partner of the San Francisco Giants and Former Chairman and CEO of Safeway Inc.	Governance
Dennis A. Muilenburg	48	2011	Executive Vice President of The Boeing Company and President and CEO of Boeing Defense, Space & Security	Public Policy
Douglas R. Oberhelman	59	2010	Chairman and CEO of Caterpillar Inc.	N/A
William A. Osborn	64	2000	Former Chairman and CEO of Northern Trust Corporation and The Northern Trust Company	Audit
Charles D. Powell	70	2001	Chairman of Capital Generation Partners, LVMH Services Limited and Magna Holdings	Public Policy
Edward B. Rust, Jr.	61	2003	Chairman, CEO and President of State Farm Mutual Automobile Insurance Company	Compensation
Susan C. Schwab	57	2009	Professor at the University of Maryland School of Public Policy and a Strategic Advisor for Mayer Brown LLP; Former United States Trade Representative	Public Policy
Joshua I. Smith	71	1993	Chairman and Managing Partner of the Coaching Group, LLC	Compensation
Miles D. White	57	2011	Chairman and CEO of Abbott Laboratories	Governance

 

Ratification of our Independent Registered Public Accounting Firm (Proposal 2)
As a matter of good corporate governance, we are asking our stockholders to ratify the selection of PricewaterhouseCoopers as our registered independent auditor for 2012. Set forth below is a summary of their fees for services provided in 2011 and 2010.
		(in millions)
		2011				2010
Audit and Audit Related Fees		$	33.2			$	28.2
Tax Fees and Other			6.6				4.0
TOTAL		$	39.8			$	32.2

 

Advisory Vote on Executive Compensation (Proposal 3)

For the second year, our stockholders have the opportunity to cast a non-binding, advisory vote on our executive compensation program. Last year stockholders overwhelmingly supported our compensation program. In evaluating this proposal, we recommend that you review our Compensation Discussion and Analysis, which explains how and why the Compensation Committee of our Board arrived at its executive compensation actions and decisions for 2011.

 

Amend Restated Certificate of Incorporation and Bylaws to Provide Stockholders the Right to Call Special Meetings (Proposal 4)

We are proposing to modify our Certificate of Incorporation and Bylaws to provide stockholders collectively holding 25 percent of the Company’s outstanding stock with the right to call special meetings of stockholders.

 

Amend Bylaws to Update Notice Provisions (Proposal 5)

We recommend that stockholders approve amendments to the Company’s Bylaws to clarify and enhance the timeline and procedures stockholders should follow when proposing future business for a vote of the stockholders.

 

Stockholder Proposals (Proposals 6 – 9)

You will be asked to consider four stockholder proposals involving (1) political contributions, (2) majority voting for directors, (3) human rights standards and (4) stockholder action by written consent.

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Internet – Go to www.eproxyaccess.com/cat2012 and follow the registration instructions.

 

§

Telephone – From within the United States or Canada, call us free of charge at 1-866-580-7648.  From locations outside the United States or Canada, please call +1-215-521-4898.

 

§

E-mail – Send us an e-mail at cat@eproxyaccess.com. Include the control number from your paper copy as the subject line and indicate whether you wish to receive an Internet Notice or e-mail copy of the proxy materials and whether your request is for this meeting only or for all future meetings.

 

Q:	Why am I receiving these proxy materials?
A:	You have received these proxy materials because you are a Caterpillar stockholder, and Caterpillar’s Board of Directors (Board) is soliciting your authority or proxy to vote your shares at the Annual Meeting.  This proxy statement includes information that we are required to provide to you under SEC rules and is designed to assist you in voting your shares.

 

 

Q:	Why didn’t I receive an “annual report” or “sustainability report” with my proxy materials?
A:	Our 2011 “Year in Review” and 2011 “Sustainability Report” are available exclusively online at www.caterpillar.com/investor.  The online, interactive format of the reports furthers our efforts to lower costs and reduce the environmental impact of our communications.  As required by SEC rules, complete financial statements, financial statement notes and management’s discussion and analysis for 2011 are included with the proxy statement distributed to stockholders.

 

 

Q:	How do I obtain an admission ticket to attend the Annual Meeting?
A:	Anyone wishing to attend the Annual Meeting must have an admission ticket issued in his or her name.  Admission is limited to:

	§	Stockholders on April 16, 2012, together with one immediate family member;
	§	An authorized proxy holder of a stockholder of record on April 16, 2012; or
	§	An authorized representative of a stockholder of record who has been designated to present a stockholder proposal.

You must provide evidence of your ownership of shares with your ticket request and follow the requirements for obtaining an admission ticket specified in the “Admission and Ticket Request Procedure” on page 56.  Accredited members of the media and analysts are also permitted to attend the Annual Meeting pursuant to the directions provided in the “Admission and Ticket Request Procedure” on page 56.

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Q:	What is a stockholder of record?
A:	A stockholder of record or registered stockholder is a stockholder whose ownership of Caterpillar common stock is reflected directly on the books and records of our transfer agent, Computershare Shareowner Services LLC (formerly BNY Mellon Shareowner Services).  If you hold stock through a bank, broker or other intermediary, you hold your shares in “street name” and are not a stockholder of record. For shares held in street name, the stockholder of record is your bank, broker or other intermediary.  Caterpillar only has access to ownership records for the stockholders of record.  So, if you are not a stockholder of record, the Company needs additional documentation to evidence your stock ownership as of the record date – such as a copy of your brokerage account statement, a letter from your broker, bank or other nominee or a copy of your voting instruction card.

 

 

Q:	When was the record date and who is entitled to vote?
A:	The Board set April 16, 2012 as the record date for the Annual Meeting.  Holders of Caterpillar common stock on that date are entitled to one vote per share.  As of April 16, 2012, there were ______________ shares of Caterpillar common stock outstanding.   A list of all registered stockholders will be available for examination by stockholders during normal business hours at 100 NE Adams Street, Peoria, Illinois 61629 at least ten days prior to the Annual Meeting and will also be available for examination at the Annual Meeting.

 

 

Q:	How do I vote?
A:	You may vote by any of the following methods:

	§	In person – Stockholders of record and stockholders with shares held in street name that obtain an admission ticket and attend the Annual Meeting will receive a ballot for voting.  If you hold shares in street name, you must also obtain a legal proxy from your broker to vote in person and submit the proxy along with your ballot at the meeting.
	§	By mail – Signing and returning the proxy and/or voting instruction card provided.
	§	By phone or via the Internet – Following the instructions on your Internet Notice, proxy and/or voting instruction card or e-mail notice.

If you vote by phone or the Internet, please have your Internet Notice, proxy and/or voting instruction card or e-mail notice available.  The control number appearing on your Internet Notice, proxy and/or voting instruction card or e-mail notice is necessary to process your vote.  A phone or Internet vote authorizes the named proxies in the same manner as if you marked, signed and returned the card by mail.

 

 

Q:	How do I vote my 401(k) or savings plan shares?
A:	If you participate in a 401(k) or savings plan sponsored by Caterpillar or one of its subsidiaries that includes a Caterpillar stock investment fund, you may give voting instructions to the plan trustee with respect to the shares of Caterpillar common stock in that fund that are associated with your plan account.  The plan trustee will follow your voting instructions unless it determines that to do so would be contrary to law.  If you do not provide voting instructions, the plan trustee will act in accordance with the employee benefit plan documents.  In general, the plan documents specify that the trustee will vote the shares for which it does not receive instructions in the same proportion that it votes shares for which it received timely instructions, unless it determines that to do so would be contrary to law.   You may revoke previously given voting instructions by following the instructions provided by the trustee.

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Q:	How are shares in the Caterpillar pension plan voted?
A:	The Caterpillar Inc. Master Retirement Trust owns shares of Caterpillar stock for the benefit of certain defined benefit pension plans sponsored by the Company or its subsidiaries.  The Northern Trust Company acts as trustee and votes the shares held by the trust at its discretion.  In exercising this discretion, Northern Trust acts in a fiduciary capacity for the exclusive benefit of the participants in the pension plans.  To the extent that an investment manager retained to invest assets of the trust holds Caterpillar stock in its portfolio, the investment manager, in its discretion, will direct the trustee to vote the shares held in the portfolio.  In exercising this discretion, the investment manager acts in a fiduciary capacity for the exclusive benefit of the participants in the pension plans.

 

 

Q:	What are “broker non-votes” and why is it important that I submit my voting instructions for shares I hold in street name?
A:	Under the rules of the New York Stock Exchange (NYSE), if a broker or other financial institution holds your shares in its name and you do not provide your voting instructions to them, that firm’s discretion to vote your shares for you is very limited.  For this Annual Meeting, in the absence of your voting instructions, your broker only has discretion to vote on Company Proposal 2, the ratification of the appointment of our independent registered public accounting firm.  It does not have discretion to vote your shares for any of the other proposals expected to be presented at the Annual Meeting. If you do not provide voting instructions and your broker elects to vote your shares on Proposal 2, the missing votes for each of the other proposals are considered “broker non-votes.”   Whether or not you plan to attend the Annual Meeting, we encourage you to vote your shares promptly.

 

 

Q:	How can I authorize someone else to attend the Annual Meeting or vote for me?
A:	Stockholders of record can authorize someone other than the individual(s) named on the proxy and/or voting instruction card to vote on their behalf by crossing out the individual(s) named on the card and inserting the name of the individual being authorized or by providing a written authorization to the individual being authorized to attend or vote.   Street name holders can contact their broker to obtain documentation with authorization to attend or vote at the Annual Meeting.   To obtain an admission ticket for an authorized proxy representative, see the requirements specified in the “Admission and Ticket Request Procedure” on page 56.

 

 

Q:	How can I change or revoke my vote?
A:	For stockholders of record: You may change or revoke your vote by submitting a written notice of revocation to Caterpillar Inc. c/o Corporate Secretary at 100 NE Adams Street, Peoria, Illinois 61629 before the proxies vote your shares at the meeting or by attending the meeting and voting in person.  For all methods of voting, the last vote cast will supersede all previous votes.   For holders in street name: You may change or revoke your voting instructions by following the specific directions provided to you by your bank or broker.

 

 

Q:	Is my vote confidential?
A:	Yes. Proxy cards, ballots, Internet and telephone votes that identify stockholders are kept confidential.  There are exceptions for contested proxy solicitations or when necessary to meet legal requirements.  Innisfree M&A Incorporated, the independent proxy tabulator used by Caterpillar, counts the votes and acts as the inspector of election for the Annual Meeting.

 

Q:	What is the quorum for the Annual Meeting?
A:	A quorum of stockholders is necessary to hold a valid meeting.  Holders of at least one-third of all Caterpillar common stock must be present in person or by proxy at the Annual Meeting to constitute a quorum.  Abstentions and broker non-votes are counted as present for establishing a quorum.

 

 

Q:	What vote is necessary for action to be taken on proposals?
A:	Directors are elected by a plurality vote of the shares present in person or by proxy and entitled to vote, meaning that director nominees with the most affirmative votes are elected to fill the available seats.   Proposals 4 and 5 involve amendments to Caterpillar’s Restated Certificate of Incorporation and Bylaws and each requires the affirmative vote of the majority of all outstanding shares of Caterpillar stock.   All other actions presented for a vote of the stockholders at the Annual Meeting require an affirmative vote of the majority of shares present in person or by proxy and entitled to vote.   Abstentions will have no effect on director elections.  Abstentions will have the effect of a vote against all other proposals.  Broker non-votes will have the effect of a vote against Proposals 4 and 5, but will not have an effect on any of the other proposals presented for your vote.   Votes submitted by mail, telephone or Internet will be voted by the individuals named on the card (or the individual properly authorized) in the manner indicated.  If you do not specify how you want your shares voted, they will be voted in accordance with the Board’s recommendations.  If you hold shares in more than one account, you must vote each proxy and/or voting instruction card you receive to ensure that all shares you own are voted.

 

 

Q:	What does it mean if I receive more than one proxy card?
A:	Whenever possible, registered shares and plan shares for multiple accounts with the same registration will be combined into the same proxy card.  Shares with different registrations cannot be combined and as a result, you may receive more than one proxy card.  For example, shares held in your individual account will not be combined on the same proxy card as shares held in a joint account with your spouse.   Street shares are not combined with registered or plan shares and may result in your receipt of more than one proxy card.  For example, shares held by a broker for your account will not be combined with shares registered directly in your name.   If you hold shares in more than one form, you must vote separately for each notice, proxy and/or voting instruction card or e-mail notification you receive that has a unique control number to ensure that all shares you own are voted.   If you receive more than one proxy card for accounts that you believe could be combined because the registration is the same, contact our transfer agent (for registered shares) or your broker (for street shares) to request that the accounts be combined for future mailings.

 

 

Q:	Who pays for the solicitation of proxies?
A:	Caterpillar pays the cost of soliciting proxies on behalf of the Board.  This solicitation is being made by mail and through the Internet, but also may be made by telephone or in person.  We have hired Innisfree to assist in the solicitation.  We will pay Innisfree a fee of $15,000 for these services, and will reimburse their out-of-pocket expenses.  We will reimburse brokerage firms and other custodians, nominees and fiduciaries for their reasonable out-of-pocket expenses for sending proxy materials to stockholders and obtaining their votes.

Q:	Are there any matters to be voted on at the Annual Meeting that are not included in this proxy statement?
A:	We do not know of any matters to be voted on by stockholders at the meeting other than those discussed in this proxy statement.  If any other matter is properly presented at the Annual Meeting, proxy holders will vote on the matter in their discretion.

 

 

 

 

 

Page 29

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Compensation Discussion and Analysis (CD&A)

 

 

 

 

 

1.

Base salary is the lowest percentage of total direct compensation. Our NEOs have responsibility for overall Company performance so a significant amount of their compensation should be contingent on performance. To achieve this objective, base salary represents the lowest percentage of their compensation.

 

2.

Short-term incentive compensation is based on performance.  Short-term incentive compensation awarded under our Executive Short-Term Incentive Plan (ESTIP) is based on the achievement of annual performance goals at the corporate and business unit levels.  This drives accountability and rewards exceptional results.  Payouts are subject to a threshold performance “trigger” and are not guaranteed.

 

3.

Long-term incentive compensation is based on Company performance. We expect our executives to focus on the Company’s continued success.  Under our Long-Term Cash Performance Plan (LTCPP) awards are tied to the Company’s performance over a period of time.  Executives have a higher ratio of long-term to short-term incentive compensation.  Payouts are subject to a threshold performance “trigger” and are not guaranteed.

 

4.

Equity should be a significant percentage of compensation. Profitable growth is an important priority for the Company and our stockholders.  To align the actions of our executives with the expectations of our stockholders, equity represents a significant percentage of their compensation.

 

 

§

Stock ownership requirements – Compared to Caterpillar’s peer group, Caterpillar stock ownership requirements for NEOs, (a minimum of 50 percent of the average number of shares or units granted to the NEO during the last five years which currently equates to over three times base salary), discussed on page 33, are in the upper quartile.  Each of our NEOs has exceeded these requirements.

 

§	Benchmark process – The Committee reviews the external marketplace in order to set market-based pay levels and consider best practices when making compensation decisions.

 

§	Independent compensation consultation – The Committee retains and consults an independent compensation consultant.

 

§

No pre-existing change in control severance benefits – The Company does not have any pre-existing change in control severance arrangements with its NEOs.  Under the Company’s short-term and long-term incentive plans, a termination of employment in addition to a change in control is required to trigger benefits.

§	Compensation recoupment policy – The Company may seek the reimbursement of bonus and incentive compensation or cancel unvested or deferred awards based on the misconduct of an executive officer that causes the Company to restate all or a portion of its financial statements.

 

§

Prohibition on hedging and related transactions – The Company prohibits NEOs, directors and employees from engaging in transactions involving Company securities that hedge or offset any decreases in the market value of such securities, including put or call options, pledges, any other form of hedging transactions, margin purchases of Company stock or short sales.

 

§	No tax gross-ups – The Company does not pay tax gross-ups for payments relating to a change in control or with respect to perquisites.

 

§	Equity grant policies – The Company does not backdate, re-price or grant equity awards retroactively.  The grant date for annual equity awards is fixed on the first Monday in March and the first business day in May for the Chairman’s Award.

 

 

 

 

 

 

 

2011 Peer Group
§ 3M Company	§ FedEx Corporation	§ PepsiCo, Inc.
§ Alcoa Inc.	§ Ford Motor Company	§ Pfizer Inc.
§ Altria Group, Inc.	§ General Dynamics Corporation	§ The Procter & Gamble Company
§ American Express Company	§ General Electric Company	§ Siemens Aktiengesellschaft
§ Archer-Daniels-Midland Company	§ Honeywell International Inc.	§ United Parcel Service, Inc.
§ The Boeing Company	§ International Business Machines Corporation	§ United Technologies Corporation
§ Cummins Inc.	§ Johnson & Johnson	§ Valero Energy Corporation
§ Deere & Company	§ Johnson Controls, Inc.	§ Weyerhaeuser Company
§ Dell Inc.	§ Lockheed Martin Corporation
§ The Dow Chemical Company	§ PACCAR Inc

 

	Component	Description	Pay for Performance / Pay at Risk
Annual Cash Compensation	Base Salary	Competitive pay to attract and retain talented executives.	Base salary represents the smallest percentage of NEO compensation which reinforces our Pay at Risk philosophy.  Increases are generally market and performance-driven.
	ESTIP	Annual incentive plan that delivers a targeted percentage of base salary based on performance against predetermined corporate and business unit goals.	Variable component of pay intended to motivate and reward achievement of annual objectives. Goals are focused on shorter-term critical issues that are indicative of improved year-over-year performance.  Payouts are not guaranteed, and no payouts are made if performance thresholds are not achieved.
Long-Term  Incentive Compensation	Equity Awards	For 2011, most NEO equity awards were in the form of Stock Appreciation Rights (SARs), while a small percentage of NEO equity awards were in the form of time-vested Restricted Stock Units (RSUs).	Time-vested RSUs reward  strong, sustained underlying stock value, while SARs reward increasing stockholder value (share appreciation). Equity awards align the interests of our NEOs with those of our stockholders.
	LTCPP	Three-year performance program with cash payouts based on achieving corporate-level objectives.  Payout amounts are targeted as a percentage of base salary, with a threshold, target and maximum level payout based on performance.	LTCPP is tied to longer-term company performance and aligns executive actions with stockholder expectations.  Payouts can vary greatly from one year to the next.
Other Benefits	Health and Welfare Benefit Plans, Perquisites	Executives are eligible to participate in health and welfare benefit plans generally available to other employees in the countries in which they are located and receive a limited number of perquisites commonly provided in the marketplace.	These programs provide competitive benefits that help attract and retain executive talent.