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
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
a) the annual total compensation ofPACCAR's median employee (excludingMr. 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 ofPACCAR's median employee was 168 to 1.
Item 5.03. Amendments to Articles of Incorporation or Bylaws
On
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
(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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