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CAT > SEC Filings for CAT > Form 8-K on 17-Jun-2013All Recent SEC Filings

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Form 8-K for CATERPILLAR INC


17-Jun-2013

Submission of Matters to a Vote of Security Holders


Item 5.07. Submission of Matters to a Vote of Security Holders.

(a) The 2013 annual meeting of stockholders of Caterpillar Inc. (the "Company") was held on June 12, 2013.

(b) Set forth below are the voting results for each of the matters submitted to a vote of the Company's stockholders.

Proposal 1 - Election of Directors
All nominees for election to the Company's board of directors named in the Proxy
Statement were elected, each to a one-year term, with the following vote:
                                                                                Broker
                                            For              Withheld          Non-Votes
    David L. Calhoun                    388,994,388         10,444,872        136,668,571
    Daniel M. Dickinson                 395,216,105          4,223,155        136,668,571
    Juan Gallardo                       391,910,297          7,528,963        136,668,571
    David R. Goode                      391,142,595          8,296,665        136,668,571
    Jesse J. Greene, Jr.                395,106,990          4,332,270        136,668,571
    Jon M. Huntsman, Jr.                394,544,931          4,894,329        136,668,571
    Peter A. Magowan                    391,208,828          8,230,432        136,668,571
    Dennis A. Muilenburg                395,169,992          4,269,268        136,668,571
    Douglas R. Oberhelman               381,341,440         18,097,820        136,668,571
    William A. Osborn                   390,208,661          9,230,599        136,668,571
    Charles D. Powell                   392,644,622          6,794,638        136,668,571
    Edward B. Rust, Jr.                 390,295,098          9,144,162        136,668,571
    Susan C. Schwab                     395,251,138          4,188,122        136,668,571
    Joshua I. Smith                     387,829,992         11,609,268        136,668,571
    Miles D. White                      388,655,356         10,783,904        136,668,571

Proposal 2 - Company Proposal - Ratification of the Company's Independent Registered Public Accounting Firm
The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm was approved with the following vote:

For Against Abstain
529,087,221 5,575,624 1,444,986

Proposal 3 - Company Proposal - Advisory Vote on Executive Compensation The proposal requesting that the stockholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:

                                                                               Broker
                     For               Against              Abstain           Non-Votes
                 381,437,625          15,246,972           2,754,663         136,668,571

Page 2

Proposal 4 - Stockholder Proposal - Director Election Majority Vote Standard The proposal requesting that the Company adopt a majority vote standard for electing directors was not approved based on the following vote:

                                                                               Broker
                     For               Against              Abstain           Non-Votes
                 156,848,187         240,242,296           2,348,777         136,668,571

Proposal 5 - Stockholder Proposal - Stockholder Action by Written Consent The proposal requesting that the Company permit stockholder action by written consent was not approved based on the following vote:

                                                                             Broker
                     For               Against             Abstain          Non-Votes
                 127,531,262         268,746,330          3,161,668        136,668,571

Proposal 6 - Stockholder Proposal - Executive Stock Retention The proposal requesting that the Company adopt a policy requiring executives to retain stock acquired through equity compensation programs until reaching normal retirement age was not approved based on the following vote:

                                                                                  Broker
                     For                Against               Abstain            Non-Votes
                  86,001,309          309,740,320            3,697,631          136,668,571

Proposal 7 - Stockholder Proposal - Sustainability Measure in Executive Compensation The proposal requesting that the Company adopt a policy that incentive compensation for senior executives should include a range of non-financial measures based on sustainability principles was not approved based on the following vote:

                                                                                     Broker
                     For                 Against                Abstain             Non-Votes
                  27,636,188           359,177,747            12,625,325           136,668,571

Page 3

Proposal 8 - Stockholder Proposal - Review of Global Corporate Standards The proposal requesting that the Company review and amend its policies related to human rights and extend such policies to its franchisees, licensees and agents that market, distribute or sell its products was not approved based on the following vote:

                                                                                     Broker
                     For                 Against                Abstain             Non-Votes
                  91,456,077           249,679,428            58,303,755           136,668,571

Proposal 9 - Stockholder Proposal - Sales to Sudan The proposal requesting that the Company take additional steps to ensure that its products not be sold to the Government of Sudan or entities controlled by it and report on the Company's progress was not approved based on the following vote:

                                                                                     Broker
                     For                 Against                Abstain             Non-Votes
                  24,233,134           328,317,917            46,888,209           136,668,571

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