CATERPILLAR INC. 2023-2024 Proxy Voting Records

Description as filed by funds: Election of Directors: D. James Umpleby III

CATERPILLAR INC.’s own tally for this item (“Elect Director: D. James Umpleby III”): 325,887,710 for, 19,643,492 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 94% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 132,114,313 for, 162,618 against, 18,340 abstained, 3,800 not voted, 550 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: Daniel M. Dickinson

CATERPILLAR INC.’s own tally for this item (“Elect Director: Daniel M. Dickinson”): 326,660,785 for, 18,932,620 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 131,452,862 for, 823,819 against, 18,327 abstained, 3,800 not voted, 813 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: David W. MacLennan

CATERPILLAR INC.’s own tally for this item (“Elect Director: David W. MacLennan”): 327,003,152 for, 18,718,624 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 130,193,132 for, 2,084,123 against, 18,316 abstained, 3,800 not voted, 250 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: Debra L. Reed-Klages

CATERPILLAR INC.’s own tally for this item (“Elect Director: Debra L. Reed-Klages”): 336,570,392 for, 9,183,291 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 131,974,723 for, 302,533 against, 18,314 abstained, 3,800 not voted, 250 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: Gerald Johnson

CATERPILLAR INC.’s own tally for this item (“Elect Director: Gerald Johnson”): 340,106,896 for, 5,605,381 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 98% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 132,187,681 for, 89,573 against, 18,317 abstained, 3,800 not voted, 250 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: James C. Fish, Jr.

CATERPILLAR INC.’s own tally for this item (“Elect Director: James C. Fish, Jr.”): 341,428,127 for, 4,271,250 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 132,188,503 for, 88,752 against, 18,316 abstained, 3,800 not voted, 250 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: Judith F. Marks

CATERPILLAR INC.’s own tally for this item (“Elect Director: Judith F. Marks”): 341,824,512 for, 3,873,416 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 99% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 132,002,929 for, 274,328 against, 18,314 abstained, 3,800 not voted, 250 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: Rayford Wilkins, Jr.

CATERPILLAR INC.’s own tally for this item (“Elect Director: Rayford Wilkins, Jr.”): 333,800,457 for, 11,879,631 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 132,075,657 for, 201,596 against, 18,318 abstained, 3,800 not voted, 250 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Election of Directors: Susan C. Schwab

CATERPILLAR INC.’s own tally for this item (“Elect Director: Susan C. Schwab”): 333,731,841 for, 11,960,261 against, per its Form 8-K filed June 14, 2024 (Item 5.07). FOR was more than half of the votes cast. Whether the item passed is for the filing to say; its statement has not been read for this item.

Reported outcome: Elected, in the filing’s own words: “Proposal 1 - Company Proposal - 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:”
Support: 97% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 200 asset managers below reported 132,078,725 for, 198,524 against, 18,322 abstained, 3,800 not voted, 250 unknown.

Showing the 25 largest of 200 asset managers. See all 200 in the interactive database.

Description as filed by funds: Advisory vote to Approve Named Executive Officer Compensation

CATERPILLAR INC.’s own tally for this item (“3. Company Proposal - Advisory Vote to Approve Executive Compensation The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis”): 321,850,327 for, 22,746,919 against — passed, per its Form 8-K filed June 14, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 3 - Company Proposal - Advisory Vote to Approve Executive Compensation The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:”
Support: 93% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

Also reported under other wordings, matched to the same row of CATERPILLAR INC.’s official tally and shown with their own fund figures; their managers are not in the figures or the table on this card: “Advisory Vote to Ratify Named Executive Officers' Compensation” (45 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “Compensation” (2 managers, 11,301 for).

Fund voting reports and institutional-manager reports both cover this item. An institutional manager can report shares that a fund it advises also reports, so the two are shown separately below and never added together, and their sum is not shown (fund and manager reports combined may count the same shares twice).

Fund voting reports, all 182 managers: 131,624,213 for, 447,229 against, 14,241 abstained, 3,800 not voted. Showing the 25 largest; see all in the interactive database.

Institutional-manager reports, all 1,153 managers: 183,522,744 for, 10,891,371 against, 860 withheld, 46,796 abstained, 23,872 not voted, 740,633 unknown. Showing the 25 largest; see all in the interactive database.

Description as filed by funds: Ratification of our Independent Registered Public Accounting Firm

CATERPILLAR INC.’s own tally for this item (“2. Company Proposal - Ratification of Independent Registered Public Accounting Firm The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public acc”): 403,595,983 for, 16,114,120 against — passed, per its Form 8-K filed June 14, 2024 (Item 5.07).

Reported outcome: Approved, in the filing’s own words: “Proposal 2 - Company Proposal - Ratification of Independent Registered Public Accounting Firm The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2024 was approved with the following vote:”
Support: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 203 asset managers below reported 131,525,313 for, 753,148 against, 18,303 abstained, 3,800 not voted, 813 unknown.

Showing the 25 largest of 203 asset managers. See all 203 in the interactive database.

Description as filed by funds: Shareholder Proposal - Independent Board Chairman

CATERPILLAR INC.’s own tally for this item (“4. Shareholder Proposal - Independent Board Chairman The proposal requesting that the Board of Directors adopt a policy, and amend governing documents as necessary, requiring that two separate people hold the offices of ”): 108,014,627 for, 236,756,305 against — failed, per its Form 8-K filed June 14, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 4 - Shareholder Proposal - Independent Board Chairman The proposal requesting that the Board of Directors adopt a policy, and amend governing documents as necessary, requiring that two separate people hold the offices of Chairman of the Board of Directors and Chief Executive Officer was no…”
Support: 31% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 203 asset managers below reported 34,217,404 for, 98,058,282 against, 19,572 abstained, 3,800 not voted, 284 unknown.

Showing the 25 largest of 203 asset managers. See all 203 in the interactive database.

Description as filed by funds: Shareholder Proposal - Lobbying Disclosure

CATERPILLAR INC.’s own tally for this item (“5. Shareholder Proposal – Lobbying Disclosure The proposal requesting that the Board of Directors issue an annual report describing certain Company lobbying and policy influence activities”): 79,632,882 for, 263,694,581 against — failed, per its Form 8-K filed June 14, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 5 - Shareholder Proposal – Lobbying Disclosure The proposal requesting that the Board of Directors issue an annual report describing certain Company lobbying and policy influence activities was not approved based on the following vote:”
Support: 23% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 201 asset managers below reported 6,468,210 for, 125,550,975 against, 277,479 abstained, 3,800 not voted, 547 unknown.

Showing the 25 largest of 201 asset managers. See all 201 in the interactive database.

Description as filed by funds: Shareholder Proposal - Director Board Service

CATERPILLAR INC.’s own tally for this item (“6. Shareholder Proposal – Director Board Service The proposal requesting that the Board of Directors adopt a policy, and amend governing documents as necessary, forbidding directors from simultaneously sitting on the boa”): 5,325,304 for, 339,010,066 against — failed, per its Form 8-K filed June 14, 2024 (Item 5.07).

Reported outcome: Not approved, in the filing’s own words: “Proposal 6 - Shareholder Proposal – Director Board Service The proposal requesting that the Board of Directors adopt a policy, and amend governing documents as necessary, forbidding directors from simultaneously sitting on the board of directors of two or more other companies and two or more non-co…”
Support: 2% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.

The 199 asset managers below reported 14,854 for, 132,259,637 against, 18,422 abstained, 3,800 not voted, 813 unknown.

Showing the 25 largest of 199 asset managers. See all 199 in the interactive database.