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Caterpillar, Inc. 2025-2026 Proxy Voting Records

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.

  • 13Ballot items
  • 1,527Asset managers
  • 17,932Fund votes
  • June 10, 2026Meeting date

Results at a glance

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.

Material dissent

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

Proxy season: 2023-2024 2024-2025 2025-2026

Explore Caterpillar, Inc. in the interactive database Compare manager voting policies

Official 2025-2026 meeting results reported by Caterpillar, Inc.

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.

Caterpillar, Inc. — official shareholder meeting results, meeting held June 10, 2026
Ballot itemForAgainst AbstainWithheldBroker non-votesSupport (of votes cast)Reported outcomeVoting standard
Elect Director: Joseph E. Creed 313,113,03311,832,714507,603 --68,032,649 96%Elected—
Elect Director: James C. Fish, Jr. 308,288,83716,538,220626,293 --68,032,649 95%Elected—
Elect Director: Lynn J. Good 323,118,2921,773,531561,527 --68,032,649 99.4%Elected—
Elect Director: Gerald Johnson 320,479,0134,353,437620,900 --68,032,649 99%Elected—
Elect Director: Nazzic S. Keene 321,589,8553,001,338862,157 --68,032,649 99.0%Elected—
Elect Director: David W. MacLennan 316,380,4218,437,215635,714 --68,032,649 97%Elected—
Elect Director: Judith F. Marks 320,418,9444,488,540545,866 --68,032,649 99%Elected—
Elect Director: Debra L. Reed-Klages 316,254,5598,655,657543,134 --68,032,649 97%Elected—
Elect Director: Susan C. Schwab 315,235,2229,709,139508,989 --68,032,649 97%Elected—
Elect Director: Rayford Wilkins, Jr. 315,044,8279,550,171858,352 --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 372,882,42519,911,190692,384 ---- 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 307,919,50315,792,9461,740,901 --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 127,707,438195,268,1912,477,721 --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.

How asset managers voted at the Caterpillar, Inc. 2025-2026 meeting

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.

1. Elect Director: Joseph E. Creed

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

96% Majority: yes · of votes cast

FOR 96%
FOR: 313,113,033AGAINST: 11,832,714
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,643,797AGAINST: 24,188ABSTAIN: 20,942NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Joseph E. Creed” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,436,997226 90For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,53439 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

2. Elect Director: James C. Fish, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

95% Majority: yes · of votes cast

FOR 95%
FOR: 308,288,837AGAINST: 16,538,220
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,409,772AGAINST: 258,892ABSTAIN: 20,944NOT VOTED: 554
Largest asset managers voting on “Election of Directors: James C. Fish, Jr.” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,382,74755,155 110For
BlackRock14,749,47020,758 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,844,0551,518 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

3. Elect Director: Lynn J. Good

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.4% Majority: yes · of votes cast

FOR 99.4%
FOR: 323,118,292AGAINST: 1,773,531
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,667,949AGAINST: 35ABSTAIN: 20,943NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Lynn J. Good” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,18735 100For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,5730 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable344,0560 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

4. Elect Director: Gerald Johnson

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 320,479,013AGAINST: 4,353,437
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,666,001AGAINST: 1,782ABSTAIN: 20,944NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Gerald Johnson” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,15467 110For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,5730 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

5. Elect Director: Nazzic S. Keene

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99.0% Majority: yes · of votes cast

FOR 99.0%
FOR: 321,589,855AGAINST: 3,001,338
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,650,204AGAINST: 17,573ABSTAIN: 20,948NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Nazzic S. Keene” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,15758 150For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,5730 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

6. Elect Director: David W. MacLennan

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 7 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 316,380,421AGAINST: 8,437,215
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,653,953AGAINST: 13,830ABSTAIN: 20,944NOT VOTED: 554
Largest asset managers voting on “Election of Directors: David W. MacLennan” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,079142 110For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,5730 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

7. Elect Director: Judith F. Marks

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

99% Majority: yes · of votes cast

FOR 99%
FOR: 320,418,944AGAINST: 4,488,540
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,650,182AGAINST: 17,603ABSTAIN: 20,943NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Judith F. Marks” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,13588 100For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,5730 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

8. Elect Director: Debra L. Reed-Klages

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 316,254,559AGAINST: 8,655,657
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,161,928AGAINST: 505,856ABSTAIN: 20,943NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Debra L. Reed-Klages” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,054168 100For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,49380 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust0475,946 00Against
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

9. Elect Director: Susan C. Schwab

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 315,235,222AGAINST: 9,709,139
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,155,516AGAINST: 512,269ABSTAIN: 20,942NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Susan C. Schwab” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,050173 90For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,49380 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus498,1550 00For
Amplify ETF Trust0475,946 00Against
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

10. Elect Director: Rayford Wilkins, Jr.

Official resultDIRECTOR ELECTIONSReported outcome: Elected

Combines 6 wordings of this item as funds reported it.

97% Majority: yes · of votes cast

FOR 97%
FOR: 315,044,827AGAINST: 9,550,171
Details: description as filed, official tally, votes by 224 asset managers

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.

FOR
FOR: 110,230,100AGAINST: 437,677ABSTAIN: 20,948NOT VOTED: 554
Largest asset managers voting on “Election of Directors: Rayford Wilkins, Jr.” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,437,031184 150For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,5730 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus78,177419,978 00Mixed
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 224 asset managers. See all 224 in the interactive database.

11. 3. Company Proposal - Advisory Vote to Approve Executive Compensation The proposal requesting that the shareholders of…

Official resultFund totals may overlapSECTION 14A SAY-ON-PAY VOTESReported outcome: Approved

Combines 28 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 307,919,503AGAINST: 15,792,946
Details: description as filed, official tally, votes by 1,483 asset managers

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).

Fund voting reports: 209 asset managers voting on “Advisory vote to approve named executive officer compensation” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,436,896305 330For
BlackRock14,770,2280 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,5730 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Virtus110,622839,956 00Mixed
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National721,0590 00For
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

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.

Institutional-manager reports: 1,312 asset managers voting on “Advisory vote to approve named executive officer compensation” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
BlackRock17,766,8562,495 00For
STATE FARM MUTUAL AUTOMOBILE INSURANCE CO14,564,7260 00For
GEODE CAPITAL MANAGEMENT, LLC11,144,7240 00For
Fisher Asset Management, LLC9,252,3160 00For
State Street7,820,88057,350 00For
Capital Group7,138,1590 360For
T. Rowe Price6,372,46210,937 00For
GATES FOUNDATION TRUST6,353,6140 00For
Northern Trust5,078,3960 00For
Vanguard4,664,3890 00For
Invesco4,249,3845 10For
Charles Schwab3,343,6790 00For
Fidelity3,108,2240 00For
Capital Research Global Investors3,054,4780 00For
UBS2,245,9289,213 00For
Nuveen2,251,7170 00For
Goldman Sachs2,135,4540 00For
MELLON INVESTMENTS Corp2,066,5410 00For
PARAMETRIC PORTFOLIO ASSOCIATES LLC2,030,4370 00For
Legal & General Investment Management Ltd50,9101,754,514 00Against
MASSACHUSETTS FINANCIAL SERVICES CO /MA/1,797,4820 00For
Mitsubishi UFJ Asset Management Co., Ltd.1,360,4720 00For
BANK OF AMERICA NA1,237,5900 00For
Sumitomo Mitsui Trust Asset Management Co., Ltd.1,214,3130 00For
WELLS FARGO CLEARING SERVICES, LLC1,168,8150 00For

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.

12. 2. Company Proposal - Ratification of Independent Registered Public Accounting Firm The proposal requesting…

Official resultAUDIT-RELATEDReported outcome: Approved

Combines 5 wordings of this item as funds reported it.

95% Approved · of votes cast

FOR 95%
FOR: 372,882,425AGAINST: 19,911,190
Details: description as filed, official tally, votes by 228 asset managers

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.

FOR
FOR: 109,337,663AGAINST: 1,336,493ABSTAIN: 20,940NOT VOTED: 554
Largest asset managers voting on “Ratification of our Independent Registered Public Accounting Firm” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard43,382,69155,217 70For
BlackRock14,767,5862,642 00For
Fidelity11,794,7500 00For
Capital Group9,173,2700 00For
State Street4,845,49380 00For
Invesco3,090,0600 00For
Charles Schwab2,879,7990 00For
T. Rowe Price2,248,3310 00For
TIAA1,979,6120 00For
MFS1,157,9980 00For
Dimensional891,8600 00For
Advisers Investment Trust821,1120 00For
Jackson National665,29855,761 00Mixed
MASTER INVESTMENT PORTFOLIO710,8100 00For
American Century575,9260 00For
Six Circles Trust526,6970 00For
Virtus78,177419,978 00Mixed
Amplify ETF Trust0475,946 00Against
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM449,1030 00For
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable342,3411,715 00For
Victory Capital320,7360 00For
Goldman Sachs304,7700 00For

Showing the 25 largest of 228 asset managers. See all 228 in the interactive database.

13. 4. Shareholder Proposal - Shareholder Right to Act by Written Consent The proposal requesting that the Board of…

Official resultSHAREHOLDER RIGHTS AND DEFENSESReported outcome: Not approved

Combines 6 wordings of this item as funds reported it.

40% Not approved · of votes cast

FOR 40%AGAINST
FOR: 127,707,438AGAINST: 195,268,191
Details: description as filed, official tally, votes by 227 asset managers

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.

FORAGAINST
FOR: 20,950,336AGAINST: 89,718,471ABSTAIN: 20,981UNKNOWN: 676NOT VOTED: 554
Largest asset managers voting on “Shareholder Proposal - Shareholder Right to Act by Written Consent” at Caterpillar, Inc., 2025-2026
Asset managerForAgainst AbstainWithheldVote
Vanguard171,02443,266,842 480Against
BlackRock24,35414,745,874 00Against
Fidelity121,29511,673,455 00Against
Capital Group9,173,2700 00For
State Street12,0194,833,554 00Against
Invesco2,720,191369,869 00Mixed
Charles Schwab1,2072,878,592 00Against
T. Rowe Price02,248,331 00Against
TIAA01,979,612 00Against
MFS1,157,9980 00For
Dimensional0891,860 00Against
Advisers Investment Trust0821,112 00Against
Jackson National460,711260,348 00Mixed
MASTER INVESTMENT PORTFOLIO0710,810 00Against
American Century0575,926 00Against
Six Circles Trust0526,697 00Against
Virtus420,03778,118 00Mixed
Amplify ETF Trust475,9460 00For
INVESTMENT CO OF AMERICA461,9860 00For
Prudential/PGIM122,177326,926 00Mixed
ProShares438,7710 00For
WisdomTree376,6870 00For
Equitable228,544115,512 00Mixed
Victory Capital320,7360 00For
Goldman Sachs0304,770 00Against

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.

Largest Caterpillar, Inc. shareholders voting in 2025-2026

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.

Fund voting reports: top Caterpillar, Inc. shareholders by shares voted on “Advisory vote to approve named executive officer compensation”, 2025-2026
#Asset manager % of shares outstanding
1Vanguard 9.43%
2BlackRock 3.21%
3Fidelity 2.56%
4Capital Group 1.99%
5State Street 1.05%
6Invesco 0.67%
7Charles Schwab 0.63%
8T. Rowe Price 0.49%
9TIAA 0.43%
10MFS 0.25%
Institutional-manager reports: top Caterpillar, Inc. shareholders by shares voted on “Advisory vote to approve named executive officer compensation”, 2025-2026
#Asset manager % of shares outstanding
1BlackRock 3.86%
2STATE FARM MUTUAL AUTOMOBILE INSURANCE CO 3.16%
3GEODE CAPITAL MANAGEMENT, LLC 2.42%
4Fisher Asset Management, LLC 2.01%
5State Street 1.71%
6Capital Group 1.55%
7T. Rowe Price 1.39%
8GATES FOUNDATION TRUST 1.38%
9Northern Trust 1.10%
10Vanguard 1.01%

Reported Caterpillar, Inc. holdings and ownership

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.

Caterpillar, Inc. holdings and ownership disclosed for the 2025-2026 proxy season
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.

About this page

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.