UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC  20549
 
FORM 8-K
 
CURRENT REPORT
 
PURSUANT TO SECTION 13 OR 15(d) OF THE
 SECURITIES EXCHANGE ACT OF 1934
 
Date of Report: May 14, 2013

 
 
  CUMMINS INC.
(Exact name of registrant as specified in its charter)
 
Indiana
(State or other Jurisdiction of
Incorporation)
1-4949
(Commission File Number)
35-0257090
(I.R.S. Employer Identification
 No.)
 
500 Jackson Street
P. O. Box 3005
Columbus, IN  47202-3005
(Principal Executive Office)  (Zip Code)
 
Registrant’s telephone number, including area code:  (812) 377-5000

 
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
 
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 
 
 

 
 
Item 5.07.
Submission of Matters to a Vote of Security Holders.
 
On May 14, 2013, Cummins Inc. (the “Company”) held its 2013 annual meeting of shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders voted on the following proposals:
 
  
The election of nine directors for a one year term to expire at the Company’s 2014 annual meeting of shareholders;
 
  
An advisory vote on the compensation of the Company’s named executive officers;
 
  
The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s auditors for 2013; and
 
  
A shareholder proposal regarding an independent board chairman.
 
As of the March 15, 2013 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 189,737,819 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share.  Approximately 86.23% 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 Nine Directors For A One Year Term To Expire at the Company’s 2014 Annual Meeting Of Shareholders
 
Name
 
For
 
Against
 
Abstain
 
Broker
Non-Votes
N. Thomas Linebarger
 
141,283,148
 
5,249,010
 
1,473,997
 
15,607,340
William I. Miller
 
130,184,979
 
16,695,827
 
1,124,349
 
15,608,340
Alexis M. Herman
 
142,243,121
 
4,717,566
 
1,045,468
 
15,607,340
Georgia R. Nelson
 
146,400,274
 
597,352
 
1,008,529
 
15,607,340
Carl Ware
 
146,120,867
 
730,479
 
1,154,809
 
15,607,340
Robert K. Herdman
 
146,350,648
 
604,710
 
1,050,797
 
15,607,340
Robert J. Bernhard
 
146,323,833
 
511,449
 
1,170,873
 
15,607,340
Dr. Franklin R. Chang Diaz
 
146,434,687
 
547,257
 
1,024,211
 
15,607,340
Stephen B. Dobbs
 
146,427,759
 
528,803
 
1,049,593
 
15,607,340
 
2.           Advisory Vote on the Compensation of the Company’s Named Executive Officers

For
 
Against
 
Abstain
 
Broker Non-Votes
142,533,900
 
3,981,906
 
1,489,966
 
15,607,723

3.
Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Auditors for 2013

For
 
Against
 
Abstain
 
Broker Non-Votes
160,202,984
 
2,287,845
 
1,122,666
 
N/A

4.           Shareholder Proposal Regarding Independent Board Chairman

For
 
Against
 
Abstain
 
Broker Non-Votes
45,045,383
 
101,517,296
 
1,443,068
 
15,607,748
 
 
2

 
SIGNATURE
 
 
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
 
Date: May 16, 2013
 
 
CUMMINS INC.
 
 
/s/ Marsha L. Hunt
Marsha L. Hunt
Vice President - Corporate Controller
(Principal Accounting Officer)

 
 
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