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Compiled from SEC Form N-PX filings and Caterpillar, Inc.’s Form 8-K, filed June 11, 2026 (Item 5.07 on EDGAR). Page generated October 13, 2026.
Meeting of June 10, 2026: 13 items on Caterpillar, Inc.’s Form 8-K, filed June 11, 2026: 10 elected · 2 approved · 1 not approved.
None.
Material dissent: a director nominee under 80% of the votes cast, say-on-pay under 70%, any other item the board put forward under 80%, or a shareholder proposal with more than 50%, on the company’s own Form 8-K tally. How this is decided · This season’s results screens
Explore Caterpillar, Inc. in the interactive database Compare manager voting policies
These tallies are Caterpillar, Inc.’s own, as disclosed to the U.S. Securities and Exchange Commission on Form 8-K, filed June 11, 2026 (Item 5.07, “Submission of Matters to a Vote of Security Holders”). They cover every share voted at the meeting, not just the funds that file Form N-PX.
| Ballot item | For | Against | Abstain | Withheld | Broker non-votes | Support (of votes cast) | Reported outcome | Voting standard |
|---|---|---|---|---|---|---|---|---|
| Elect Director: Joseph E. Creed | 313,113,033 | 11,832,714 | 507,603 | -- | 68,032,649 | 96% | Elected | — |
| Elect Director: James C. Fish, Jr. | 308,288,837 | 16,538,220 | 626,293 | -- | 68,032,649 | 95% | Elected | — |
| Elect Director: Lynn J. Good | 323,118,292 | 1,773,531 | 561,527 | -- | 68,032,649 | 99.4% | Elected | — |
| Elect Director: Gerald Johnson | 320,479,013 | 4,353,437 | 620,900 | -- | 68,032,649 | 99% | Elected | — |
| Elect Director: Nazzic S. Keene | 321,589,855 | 3,001,338 | 862,157 | -- | 68,032,649 | 99.0% | Elected | — |
| Elect Director: David W. MacLennan | 316,380,421 | 8,437,215 | 635,714 | -- | 68,032,649 | 97% | Elected | — |
| Elect Director: Judith F. Marks | 320,418,944 | 4,488,540 | 545,866 | -- | 68,032,649 | 99% | Elected | — |
| Elect Director: Debra L. Reed-Klages | 316,254,559 | 8,655,657 | 543,134 | -- | 68,032,649 | 97% | Elected | — |
| Elect Director: Susan C. Schwab | 315,235,222 | 9,709,139 | 508,989 | -- | 68,032,649 | 97% | Elected | — |
| Elect Director: Rayford Wilkins, Jr. | 315,044,827 | 9,550,171 | 858,352 | -- | 68,032,649 | 97% | Elected | — |
| 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 2026 | 372,882,425 | 19,911,190 | 692,384 | -- | -- | 95% | Approved | — |
| 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 | 307,919,503 | 15,792,946 | 1,740,901 | -- | 68,032,649 | 95% | Approved | — |
| 4. Shareholder Proposal - Shareholder Right to Act by Written Consent The proposal requesting that the Board of Directors amend the Company's governing documents to permit shareholder action by written consent | 127,707,438 | 195,268,191 | 2,477,721 | -- | 68,032,649 | 40% | Not approved | — |
Source: Caterpillar, Inc., Form 8-K, filed with the SEC on June 11, 2026 — read the filing on EDGAR.
Each item below shows how the 1,527 asset managers that disclosed a Caterpillar, Inc. vote in their SEC Form N-PX filings actually voted. Share totals are the shares those managers' funds voted, summed across every fund they report.
Combines 6 wordings of this item as funds reported it.
96% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Joseph E. Creed
Caterpillar, Inc.’s own tally for this item (“Elect Director: Joseph E. Creed”): 313,113,033 for, 11,832,714 against, per its Form 8-K filed June 11, 2026 (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: 96% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 224 asset managers below reported 110,643,797 for, 24,188 against, 20,942 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,436,997 | 226 | 9 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,534 | 39 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
95% Majority: yes · of votes cast
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.”): 308,288,837 for, 16,538,220 against, per its Form 8-K filed June 11, 2026 (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 224 asset managers below reported 110,409,772 for, 258,892 against, 20,944 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,382,747 | 55,155 | 11 | 0 | For |
| BlackRock | 14,749,470 | 20,758 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,844,055 | 1,518 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99.4% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Lynn J. Good
Caterpillar, Inc.’s own tally for this item (“Elect Director: Lynn J. Good”): 323,118,292 for, 1,773,531 against, per its Form 8-K filed June 11, 2026 (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: 99.4% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 224 asset managers below reported 110,667,949 for, 35 against, 20,943 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,187 | 35 | 10 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,573 | 0 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 344,056 | 0 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Gerald Johnson
Caterpillar, Inc.’s own tally for this item (“Elect Director: Gerald Johnson”): 320,479,013 for, 4,353,437 against, per its Form 8-K filed June 11, 2026 (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 224 asset managers below reported 110,666,001 for, 1,782 against, 20,944 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,154 | 67 | 11 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,573 | 0 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99.0% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Nazzic S. Keene
Caterpillar, Inc.’s own tally for this item (“Elect Director: Nazzic S. Keene”): 321,589,855 for, 3,001,338 against, per its Form 8-K filed June 11, 2026 (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: 99.0% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 224 asset managers below reported 110,650,204 for, 17,573 against, 20,948 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,157 | 58 | 15 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,573 | 0 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 7 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: David W. MacLennan
Caterpillar, Inc.’s own tally for this item (“Elect Director: David W. MacLennan”): 316,380,421 for, 8,437,215 against, per its Form 8-K filed June 11, 2026 (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 224 asset managers below reported 110,653,953 for, 13,830 against, 20,944 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,079 | 142 | 11 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,573 | 0 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
99% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Judith F. Marks
Caterpillar, Inc.’s own tally for this item (“Elect Director: Judith F. Marks”): 320,418,944 for, 4,488,540 against, per its Form 8-K filed June 11, 2026 (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 224 asset managers below reported 110,650,182 for, 17,603 against, 20,943 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,135 | 88 | 10 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,573 | 0 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
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”): 316,254,559 for, 8,655,657 against, per its Form 8-K filed June 11, 2026 (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 224 asset managers below reported 110,161,928 for, 505,856 against, 20,943 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,054 | 168 | 10 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,493 | 80 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 475,946 | 0 | 0 | Against |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Susan C. Schwab
Caterpillar, Inc.’s own tally for this item (“Elect Director: Susan C. Schwab”): 315,235,222 for, 9,709,139 against, per its Form 8-K filed June 11, 2026 (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 224 asset managers below reported 110,155,516 for, 512,269 against, 20,942 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,050 | 173 | 9 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,493 | 80 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 498,155 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 0 | 475,946 | 0 | 0 | Against |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 6 wordings of this item as funds reported it.
97% Majority: yes · of votes cast
Description as filed by funds: Election of Directors: Rayford Wilkins, Jr.
Caterpillar, Inc.’s own tally for this item (“Elect Director: Rayford Wilkins, Jr.”): 315,044,827 for, 9,550,171 against, per its Form 8-K filed June 11, 2026 (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 224 asset managers below reported 110,230,100 for, 437,677 against, 20,948 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,437,031 | 184 | 15 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,573 | 0 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 78,177 | 419,978 | 0 | 0 | Mixed |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.
Combines 28 wordings of this item as funds reported it.
95% Approved · of votes cast
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”): 307,919,503 for, 15,792,946 against — passed, per its Form 8-K filed June 11, 2026 (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: 95% 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” (49 managers, Fund and manager reports combined; may count the same shares twice; no share total shown); “COMPENSATION” (2 managers, 8,714 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).
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,436,896 | 305 | 33 | 0 | For |
| BlackRock | 14,770,228 | 0 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,573 | 0 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Virtus | 110,622 | 839,956 | 0 | 0 | Mixed |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 721,059 | 0 | 0 | 0 | For |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Fund voting reports, all 209 managers: 110,212,900 for, 860,517 against, 20,966 abstained, 558 not voted. Showing the 25 largest; see all in the interactive database.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| BlackRock | 17,766,856 | 2,495 | 0 | 0 | For |
| STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 14,564,726 | 0 | 0 | 0 | For |
| GEODE CAPITAL MANAGEMENT, LLC | 11,144,724 | 0 | 0 | 0 | For |
| Fisher Asset Management, LLC | 9,252,316 | 0 | 0 | 0 | For |
| State Street | 7,820,880 | 57,350 | 0 | 0 | For |
| Capital Group | 7,138,159 | 0 | 36 | 0 | For |
| T. Rowe Price | 6,372,462 | 10,937 | 0 | 0 | For |
| GATES FOUNDATION TRUST | 6,353,614 | 0 | 0 | 0 | For |
| Northern Trust | 5,078,396 | 0 | 0 | 0 | For |
| Vanguard | 4,664,389 | 0 | 0 | 0 | For |
| Invesco | 4,249,384 | 5 | 1 | 0 | For |
| Charles Schwab | 3,343,679 | 0 | 0 | 0 | For |
| Fidelity | 3,108,224 | 0 | 0 | 0 | For |
| Capital Research Global Investors | 3,054,478 | 0 | 0 | 0 | For |
| UBS | 2,245,928 | 9,213 | 0 | 0 | For |
| Nuveen | 2,251,717 | 0 | 0 | 0 | For |
| Goldman Sachs | 2,135,454 | 0 | 0 | 0 | For |
| MELLON INVESTMENTS Corp | 2,066,541 | 0 | 0 | 0 | For |
| PARAMETRIC PORTFOLIO ASSOCIATES LLC | 2,030,437 | 0 | 0 | 0 | For |
| Legal & General Investment Management Ltd | 50,910 | 1,754,514 | 0 | 0 | Against |
| MASSACHUSETTS FINANCIAL SERVICES CO /MA/ | 1,797,482 | 0 | 0 | 0 | For |
| Mitsubishi UFJ Asset Management Co., Ltd. | 1,360,472 | 0 | 0 | 0 | For |
| BANK OF AMERICA NA | 1,237,590 | 0 | 0 | 0 | For |
| Sumitomo Mitsui Trust Asset Management Co., Ltd. | 1,214,313 | 0 | 0 | 0 | For |
| WELLS FARGO CLEARING SERVICES, LLC | 1,168,815 | 0 | 0 | 0 | For |
Institutional-manager reports, all 1,312 managers: 173,331,475 for, 7,187,048 against, 500 withheld, 20,142 abstained, 60,515 not voted, 200 mixed. Showing the 25 largest; see all in the interactive database.
Combines 5 wordings of this item as funds reported it.
95% Approved · of votes cast
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”): 372,882,425 for, 19,911,190 against — passed, per its Form 8-K filed June 11, 2026 (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 2026 was approved with the following vote:”
Support: 95% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 228 asset managers below reported 109,337,663 for, 1,336,493 against, 20,940 abstained, 554 not voted.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 43,382,691 | 55,217 | 7 | 0 | For |
| BlackRock | 14,767,586 | 2,642 | 0 | 0 | For |
| Fidelity | 11,794,750 | 0 | 0 | 0 | For |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 4,845,493 | 80 | 0 | 0 | For |
| Invesco | 3,090,060 | 0 | 0 | 0 | For |
| Charles Schwab | 2,879,799 | 0 | 0 | 0 | For |
| T. Rowe Price | 2,248,331 | 0 | 0 | 0 | For |
| TIAA | 1,979,612 | 0 | 0 | 0 | For |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 891,860 | 0 | 0 | 0 | For |
| Advisers Investment Trust | 821,112 | 0 | 0 | 0 | For |
| Jackson National | 665,298 | 55,761 | 0 | 0 | Mixed |
| MASTER INVESTMENT PORTFOLIO | 710,810 | 0 | 0 | 0 | For |
| American Century | 575,926 | 0 | 0 | 0 | For |
| Six Circles Trust | 526,697 | 0 | 0 | 0 | For |
| Virtus | 78,177 | 419,978 | 0 | 0 | Mixed |
| Amplify ETF Trust | 0 | 475,946 | 0 | 0 | Against |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 449,103 | 0 | 0 | 0 | For |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 342,341 | 1,715 | 0 | 0 | For |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 304,770 | 0 | 0 | 0 | For |
Showing the 25 largest of 228 asset managers. See all 228 in the interactive database.
Combines 6 wordings of this item as funds reported it.
40% Not approved · of votes cast
Description as filed by funds: Shareholder Proposal - Shareholder Right to Act by Written Consent
Caterpillar, Inc.’s own tally for this item (“4. Shareholder Proposal - Shareholder Right to Act by Written Consent The proposal requesting that the Board of Directors amend the Company's governing documents to permit shareholder action by written consent”): 127,707,438 for, 195,268,191 against — failed, per its Form 8-K filed June 11, 2026 (Item 5.07).
Reported outcome: Not approved, in the filing’s own words: “Proposal 4 - Shareholder Proposal - Shareholder Right to Act by Written Consent The proposal requesting that the Board of Directors amend the Company's governing documents to permit shareholder action by written consent was not approved based on the following vote:”
Support: 40% of votes cast — FOR ÷ (FOR + AGAINST); abstentions and broker non-votes are excluded.
The 227 asset managers below reported 20,950,336 for, 89,718,471 against, 20,981 abstained, 554 not voted, 676 unknown.
| Asset manager | For | Against | Abstain | Withheld | Vote |
|---|---|---|---|---|---|
| Vanguard | 171,024 | 43,266,842 | 48 | 0 | Against |
| BlackRock | 24,354 | 14,745,874 | 0 | 0 | Against |
| Fidelity | 121,295 | 11,673,455 | 0 | 0 | Against |
| Capital Group | 9,173,270 | 0 | 0 | 0 | For |
| State Street | 12,019 | 4,833,554 | 0 | 0 | Against |
| Invesco | 2,720,191 | 369,869 | 0 | 0 | Mixed |
| Charles Schwab | 1,207 | 2,878,592 | 0 | 0 | Against |
| T. Rowe Price | 0 | 2,248,331 | 0 | 0 | Against |
| TIAA | 0 | 1,979,612 | 0 | 0 | Against |
| MFS | 1,157,998 | 0 | 0 | 0 | For |
| Dimensional | 0 | 891,860 | 0 | 0 | Against |
| Advisers Investment Trust | 0 | 821,112 | 0 | 0 | Against |
| Jackson National | 460,711 | 260,348 | 0 | 0 | Mixed |
| MASTER INVESTMENT PORTFOLIO | 0 | 710,810 | 0 | 0 | Against |
| American Century | 0 | 575,926 | 0 | 0 | Against |
| Six Circles Trust | 0 | 526,697 | 0 | 0 | Against |
| Virtus | 420,037 | 78,118 | 0 | 0 | Mixed |
| Amplify ETF Trust | 475,946 | 0 | 0 | 0 | For |
| INVESTMENT CO OF AMERICA | 461,986 | 0 | 0 | 0 | For |
| Prudential/PGIM | 122,177 | 326,926 | 0 | 0 | Mixed |
| ProShares | 438,771 | 0 | 0 | 0 | For |
| WisdomTree | 376,687 | 0 | 0 | 0 | For |
| Equitable | 228,544 | 115,512 | 0 | 0 | Mixed |
| Victory Capital | 320,736 | 0 | 0 | 0 | For |
| Goldman Sachs | 0 | 304,770 | 0 | 0 | Against |
Showing the 25 largest of 227 asset managers. See all 227 in the interactive database.
Not shown here: this season’s fund filings also report 2 items from the meeting of June 11, 2025, which belongs to the 2024-2025 season. A meeting outside this season’s July 1 to June 30 window is not counted in this page’s items or in its totals of asset managers and fund votes.
Ranked separately for each type of Form N-PX report. An institutional manager can report shares that a fund it advises also reports, so the two tables can list the same shares and are never added together. Each is ranked by the shares voted on the item that the most managers of that type reported, shown as a share of the 460,600,000 shares outstanding at the time of that meeting.
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | Vanguard | 9.43% |
| 2 | BlackRock | 3.21% |
| 3 | Fidelity | 2.56% |
| 4 | Capital Group | 1.99% |
| 5 | State Street | 1.05% |
| 6 | Invesco | 0.67% |
| 7 | Charles Schwab | 0.63% |
| 8 | T. Rowe Price | 0.49% |
| 9 | TIAA | 0.43% |
| 10 | MFS | 0.25% |
| # | Asset manager | % of shares outstanding |
|---|---|---|
| 1 | BlackRock | 3.86% |
| 2 | STATE FARM MUTUAL AUTOMOBILE INSURANCE CO | 3.16% |
| 3 | GEODE CAPITAL MANAGEMENT, LLC | 2.42% |
| 4 | Fisher Asset Management, LLC | 2.01% |
| 5 | State Street | 1.71% |
| 6 | Capital Group | 1.55% |
| 7 | T. Rowe Price | 1.39% |
| 8 | GATES FOUNDATION TRUST | 1.38% |
| 9 | Northern Trust | 1.10% |
| 10 | Vanguard | 1.01% |
As disclosed to the SEC in Form 13F (quarter-end holdings of 30 large managers), Schedules 13D and 13G (beneficial ownership above 5%) and the company’s own proxy statement (DEF 14A). Each row names its form.
| Holder | % outstanding | Disclosure |
|---|---|---|
| Vanguard Group | 10.07% | 13F |
| BlackRock | 8.07% | 13F |
| State Street | 7.57% | 13F |
| Morgan Stanley | 1.54% | 13F |
| Northern Trust | 1.23% | 13F |
| T. Rowe Price | 1.21% | 13F |
| Citadel Advisors | 0.86% | 13F |
| Invesco | 0.84% | 13F |
| FMR (Fidelity) | 0.83% | 13F |
Percentages above are of 460,600,000 shares outstanding, as reported by Caterpillar, Inc. on its Form 10-Q dated March 31, 2026 (see the filing on EDGAR). This is the count contemporaneous with the 2025-2026 meeting, not today’s. Each holding is as of its own filing, which may be dated before or after the meeting.
Every figure above is derived from filings made with the US Securities and Exchange Commission: Form N-PX, in which registered funds disclose how they voted every proxy and institutional managers disclose their votes on executive pay (say-on-pay, say-on-frequency and golden parachutes), and Form 8-K Item 5.07, in which the company reports its own meeting results. Shares outstanding are taken from Caterpillar, Inc.’s 10-Q dated March 31, 2026. This page is a static snapshot rebuilt weekly on October 13, 2026; a live search always shows the current data.
At Caterpillar, Inc.'s shareholder meeting held June 10, 2026, in the 2025-2026 proxy season, 1,527 asset managers reported how they voted on 13 ballot items in their SEC Form N-PX filings, covering 17,932 separate fund positions. On the most widely held item on that ballot — Advisory vote to approve named executive officer compensation — Caterpillar, Inc.'s filing reports the proposal as approved, with 95% support of the votes cast (FOR divided by FOR plus AGAINST, the conventional basis for proxy support; abstentions, broker non-votes and unvoted shares are excluded because none of them took a side). Source: Caterpillar, Inc.'s Form 8-K, Item 5.07, filed with the U.S. Securities and Exchange Commission on June 11, 2026.
Caterpillar, Inc. proxy season coverage: 2023-2024 · 2024-2025 · 2025-2026 (this page).
Download data (CSV): ballot items · votes by manager · column guide.