Not independent
Tenure on this board
1.1 yrs
10 nominees · 4 ballot items.
Four matters: election of ten directors; ratification of PricewaterhouseCoopers LLP as independent auditor; non-binding advisory vote to approve executive compensation (say-on-pay); and a shareholder proposal to allow shareholder action by written consent.
Elect the ten director nominees named in the proxy statement to serve one-year terms.
Ratify the Audit Committee’s appointment of PricewaterhouseCoopers LLP as Caterpillar’s independent registered public accounting firm for 2026.
Non-binding, advisory vote to approve the compensation of the named executive officers as disclosed in the proxy statement (the annual 'say-on-pay' vote).
This advisory proposal asks shareholders to approve, on a non-binding basis, Caterpillar’s executive compensation disclosure and the compensation paid to its named executive officers as described in the Compensation Discussion & Analysis and accompanying tables. Management seeks shareholder approval to validate its pay-for-performance program design and practices, which emphasize a high proportion of at-risk pay, including annual incentive awards and long-term incentives tied to ROIC and relative TSR, and to demonstrate alignment with shareholder interests. The Compensation and Human Resources Committee (CHRC) frames the program around retaining talent and delivering long-term shareholder value while adjusting outcomes for extraordinary items (for example, partial relief for tariff impacts in AIP calculations). Notable context includes the CEO transition in 2025 (Creed promoted to CEO, Umpleby transitioned to Executive Chairman), targeted LTI mix (50% PRSUs, 25% RSUs, 25% options), and the CHRC’s ongoing shareholder outreach which yielded historically strong say-on-pay support (94% in 2025). The vote is advisory but held annually, and the company states it will consider significant negative votes and respond with changes where warranted. The board’s recommendation FOR underscores its view that compensation outcomes appropriately reflect company performance and that governance processes (independent consultant, CHRC oversight, clawback policy, stock ownership guidelines) mitigate risks of misalignment. Shareholders should evaluate not only the disclosure but the substantive linkages between pay metrics and long-term performance, the use of discretion (e.g., tariff adjustments), and recent compensation decisions tied to leadership succession when casting their vote.
Request that the board permit shareholders to act by written consent with the minimum number of votes necessary to authorize the same action at a meeting at which all shareholders entitled to vote were present and voting, without unnecessary ownership-length or holding-method restrictions.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | STATE STREET CORP | 7.57% | 34,880,604 | $24.7B |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 6.56% | 30,234,453 | $21.4B |
| 3 | BlackRock, Inc. | 3.28% | 15,099,525 | $10.7B |
| 4 | VANGUARD PORTFOLIO MANAGEMENT LLC | 2.54% | 11,705,890 | $8.3B |
| 5 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 2.27% | 10,472,231 | $7.4B |
| 6 | BlackRock, Inc. | 2.12% | 9,785,655 | $6.9B |
| 7 | Fisher Asset Management, LLC | 2.12% | 9,775,952 | $6.9B |
| 8 | GEODE CAPITAL MANAGEMENT, LLC | 2.09% | 9,638,210 | $6.8B |
| 9 | GATES FOUNDATION TRUST | 1.38% | 6,353,614 | $4.5B |
| 10 | PRICE T ROWE ASSOCIATES INC /MD/ | 1.07% | 4,913,229 | $3.5B |
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