SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 11, 2021
(Exact name of registrant as specified in its charter)
|(State or other Jurisdiction of|
(Commission File Number)
(I.R.S. Employer Identification No.)
500 Jackson Street
P. O. Box 3005
Columbus, Indiana 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))|
Securities registered pursuant to Sections 12(b) of the Act:
|Title of each class||Trading symbol(s)||Name of each exchange on which registered|
|Common stock, $2.50 par value||CMI||New York Stock Exchange|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter)
Emerging growth Company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 11, 2021, at the 2021 annual meeting of shareholders (the “Annual Meeting”), the Company’s shareholders voted on the following proposals:
•The election of thirteen director nominees for a one year term to expire at the Company’s 2022 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 2021; and
•A shareholder proposal regarding professional services allowance.
As of the March 8, 2021 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 146,544,468 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 87.3% 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 Thirteen Directors for a One Year Term to Expire at the Company’s 2022 Annual Meeting of Shareholders
|N. Thomas Linebarger||102,865,362 ||12,007,382 ||1,038,251 ||11,995,697 |
|Robert J. Bernhard||107,358,196 ||8,253,720 ||299,079 ||11,995,697 |
|Dr. Franklin R. Chang Diaz||110,618,643 ||5,016,259 ||276,093 ||11,995,697 |
|Bruno V. Di Leo Allen||114,759,522 ||829,043 ||322,430 ||11,995,697 |
|Stephen B. Dobbs||111,564,715 ||4,035,050 ||311,230 ||11,995,697 |
|Carla A. Harris||113,522,335 ||2,080,759 ||307,901 ||11,995,697 |
|Robert K. Herdman||107,185,428 ||8,406,274 ||319,293 ||11,995,697 |
|Alexis M. Herman||99,736,342 ||15,918,162 ||256,491 ||11,995,697 |
|Thomas J. Lynch||102,318,253 ||13,305,593 ||287,149 ||11,995,697 |
|William I. Miller||106,701,808 ||8,786,497 ||422,690 ||11,995,697 |
|Georgia R. Nelson||105,717,902 ||9,733,774 ||459,319 ||11,995,697 |
|Kimberly A. Nelson||115,058,572 ||563,765 ||288,658 ||11,995,697 |
|Karen H. Quintos||114,826,057 ||793,076 ||291,862 ||11,995,697 |
The Company's press release with respect to Carla A. Harris’ election to the Board of Directors is filed herewith as Exhibit 99.
2.Advisory Vote on the Compensation of the Company’s Named Executive Officers
3.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2021
4.Shareholder Proposal Regarding Professional Services Allowance
|33,354,222||82,048,808||507,965||11,995,697|Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. - The exhibits below are filed herewith:
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, 2021
| /s/ SHARON R. BARNER|
Sharon R. Barner
Vice President - Chief Administrative Officer & Corporate Secretary