Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

Item 5.02(f). On April 25, 2022, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards ("LTIP Cash Awards") for the 2019-2021 cycle under the Long Term Incentive Plan for the Named Executive Officers identified in the Company's March 15, 2022 proxy statement ("Proxy Statement"). The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 25 of the Proxy Statement has been recalculated to include the LTIP Cash Awards as follows:



                             Non-Equity
                           Incentive Plan
                            Compensation            Total
Named Executive Officer    LTIP Cash Award      Compensation
R. P. Feight              $         864,990     $  12,800,753
H. C. Schippers           $       1,035,760     $   6,295,730
M. T. Barkley             $         549,408     $   2,778,126
C. M. Dozier              $         377,370     $   3,056,071
D. C. Siver               $         512,800     $   2,845,987


CEO Pay Ratio Disclosure

As required by Item 402(u) of Regulation S-K, we are providing the following information:

As permitted by the SEC rules, the median employee utilized for 2021 is the same employee identified in 2020 because there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to this pay ratio disclosure. For 2021, our last completed fiscal year:



        a)  the annual total compensation of PACCAR's median employee (excluding
            Mr. Feight, our Chief Executive Officer) was $76,395;



        b)  the annual total compensation of our Chief Executive Officer was
            $12,800,753; and



        c)  the ratio of the annual total compensation of our Chief Executive
            Officer to the annual total compensation of PACCAR's median employee
            was 168 to 1.

Item 5.03. Amendments to Articles of Incorporation or Bylaws

On December 7, 2021, upon the recommendation of the Board's Nominating and Governance Committee, which is comprised entirely of independent directors, the Board of Directors approved, and recommended for approval by the stockholders, an amendment to our Amended and Restated Certificate of Incorporation to eliminate supermajority vote provisions. On April 26, 2022, our stockholders approved the amendment to our Amended and Restated Certificate of Incorporation, effective upon filing with the Secretary of State of Delaware.

The foregoing summary is qualified by reference to the full text of the Certificate of Amendment of Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3(i).

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

(a) The annual meeting of stockholders was held on April 26, 2022.

(b) Following is a brief description and vote count of all items voted on at the annual meeting:

Item No. 1. Election of Directors.



The following persons were elected to serve as directors with a term expiring in
2023:

                    Shares Voted      Shares Voted                         Broker
Nominee                 "For"           "Against"        Abstentions      Nonvotes
M. C. Pigott          292,938,331        12,156,838           234,843             0
A. J. Carnwath        289,870,497        15,286,466           173,049             0
F. L. Feder           295,623,400         9,521,354           185,258             0
R. P. Feight          299,847,262         5,219,471           263,279             0
B. E. Ford            294,064,350        11,095,950           169,712             0
K. S. Hachigian       294,703,549        10,362,905           263,558             0
R. C. McGeary         280,743,973        24,331,439           254,600             0
J. M. Pigott          297,493,951         7,674,366           161,695             0
G. Ramaswamy          301,841,344         3,272,981           215,687             0
M. A. Schulz          275,218,964        29,505,692           605,356             0
G. M. E. Spierkel     282,812,497        22,287,765           229,750             0

Item No. 2. Amendment to Amended and Restated Certificate of Incorporation to eliminate supermajority vote provisions.

Item No. 2 received the affirmative vote of more than two-thirds of the shares outstanding and entitled to vote at the meeting.



Shares Voted     Shares Voted                             Broker
   "For"           "Against"           Abstentions       Nonvotes
297,280,943        5,238,242            2,810,827           0

Item No. 3. Stockholder proposal to reduce special meeting threshold.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following is furnished as an Exhibit to this Report.



Exhibit
Number       Description

3(i)           Certificate of Amendment of Amended and Restated Certificate of
             Incorporation

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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