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OMB
APPROVAL
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OMB Number:
3235-0059
Expires:
January 31, 2008
Estimated
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per response 14
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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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Filed by the
Registrant:
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X
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Filed by a
Party other than the Registrant:
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appropriate box:
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Preliminary
Proxy Statement
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Confidential,
for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
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Definitive
Proxy Statement
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X
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Definitive
Additional Materials
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Soliciting
Material Pursuant to §240.14a-12
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Caterpillar
Inc.
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(Name of
Registrant as Specified In Its Charter)
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(Name of
Person(s) Filing Proxy Statement, if other than the
Registrant)
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Filing Fee (Check the appropriate box):
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X
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Fee computed
on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
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or other underlying value of transaction computed pursuant to Exchange Act
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and identify the filing for which the offsetting fee was paid previously.
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SEC 1913
(04-05)
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Persons
who are to respond to the collection of information contained in this form
are not required to respond unless the form displays a currently valid OMB
control number.
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Chairman and Chief
Executive Officer
Caterpillar
Inc.
Peoria, Illinois
61629
May 27,
2010
Dear Team
Caterpillar Member:
In 2009, we
successfully made the tough decisions to control costs, reduce inventory and
strengthen Caterpillar’s liquidity position. Now, capital markets are
improving, demand for our products is rising and we are poised to strengthen our
global leadership position.
As a participant in
Caterpillar’s equity incentive program and an investor in Caterpillar stock, you
have an opportunity to take an active role in our company’s future by voting on
the proposals in our 2010 proxy statement. If you have not already done so,
please vote your shares as soon as possible. As you consider
your vote, I’d like to explain the Company’s position on two
proposals.
Company Proposal 3 – Amend
2006 Long-Term Incentive Plan (Incentive Plan)
I ask that you vote
FOR
Company Proposal 3 – Amend 2006 Long-Term Incentive Plan. Our
Incentive Plan is an important tool for us to attract, retain and motivate
employees. People make the difference at Caterpillar, and the
Incentive Plan is an important tool to attract, retain and reward key employees,
like you, who led us through the recession.
By amending the
Incentive Plan, we expect to have enough shares to issue equity awards for
eligible employees for an additional 3-4 years. As a recipient of an
equity award, your total compensation is directly impacted by this proposal
because it will determine the availability of shares for future
awards. Shareholder approval is required for these amendments to be
effective, and we encourage you to vote FOR amending the Incentive
Plan.
Shareholder Proposal 8 –
Special Stockholder Meetings
In contrast, I ask
that you vote AGAINST
Shareholder Proposal 8 – Special Stockholder Meetings. This proposal
would allow a small minority of stockholders (those who cumulatively hold 10% of
our shares) to call a special meeting of ALL of our
stockholders. If this proposal is passed, it is possible that a small
minority of stockholders could call a special meeting and require you and all of
our other stockholders to vote on matters that only concern a minority of
stockholders with a limited agenda.
The Company spends
a significant amount of time and resources preparing for and hosting its annual
meeting of stockholders. Allowing such a small minority to call a
special meeting would be expensive and divert the Company’s focus away from its
long-term strategic plans. Caterpillar’s charter and bylaws already
provide for special meetings to be called at any time by the Chairman or a
majority of the Board. This decision is better left to your elected
Board members, who have a fiduciary duty to act in the interests of all
stockholders, not a small group of minority stockholders who have no duty to
other stockholders – they act in their own self-interest.
I urge you to give
these proposals particular attention. You should have already
received an e-mail with information on all proposals for the 2010 annual meeting
of stockholders and instructions regarding voting your shares. Your
vote is important and will strengthen our ability to maintain the focus on the
next phase of our Vision 2020 strategy.
Thank you for your
consideration.
Sincerely,
/s/ James W.
Owens
James W.
Owens
Chairman &
CEO
If you need
assistance voting your shares, please call our proxy solicitor, INNISFREE
M&A INCORPORATED, TOLL-FREE, at
1-877-687-1865.