CUMMINS INC. Item 5.07. Submission of Matters to a Vote of Security Holders.
On
•The election of thirteen directors for a one year term to expire at the Company's 2023 annual meeting of shareholders;
•An advisory vote on the compensation of the Company's named executive officers;
•The ratification of the appointment of
•A shareholder proposal regarding an independent board chairman.
As of theMarch 8, 2022 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 142,074,564 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 85.16% of all votes were represented at the Annual Meeting in person or by proxy.
The following are the final votes on the matters presented for shareholder approval at the Annual Meeting.
1.Election of Thirteen Directors for a One Year Term to Expire at the Company's 2023 Annual Meeting of Shareholders
Broker
Name For Against Abstain Non-Votes
N. Thomas Linebarger 94,480,151 13,324,630 419,142 12,779,300
Jennifer W. Rumsey 102,683,092 5,329,780 211,051 12,779,300
Robert J. Bernhard 96,983,907 10,749,978 490,038 12,779,300
Dr. Franklin R. Chang Diaz 97,892,541 9,892,365 439,017 12,779,300
Bruno V. Di Leo Allen 103,701,280 4,066,911 455,732 12,779,300
Stephen B. Dobbs 98,733,034 9,028,170 462,719 12,779,300
Carla A. Harris 100,807,753 6,981,431 434,739 12,779,300
Robert K. Herdman 96,936,694 10,830,060 457,169 12,779,300
Thomas J. Lynch 95,345,914 12,416,652 461,357 12,779,300
William I. Miller 89,570,554 18,234,286 419,083 12,779,300
Georgia R. Nelson 90,831,867 16,916,295 475,761 12,779,300
Kimberly A. Nelson 103,618,803 4,141,043 464,077 12,779,300
Karen H. Quintos 103,688,074 4,073,305 462,544 12,779,300
Following the Annual Meeting, the independent members of the Board of Directors
elected Thomas J. Lynch to serve as the independent Lead Director of the Board
of Directors of the Company and chair of the Governance and Nominating
Committee .
2.Advisory Vote on the Compensation of the Company's Named Executive Officers
For Against Abstain Broker Non-Votes
96,414,982 11,310,777 498,164 12,779,300
3.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's
Auditors for 2022
For Against Abstain Broker Non-Votes
116,408,433 4,313,340 281,450 -
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4.Shareholder Proposal Regarding an Independent Board Chairman
For Against Abstain Broker Non-Votes
39,925,542 67,843,109 455,272 12,779,300
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