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 10, 2011

 

  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 10, 2011, Cummins Inc. (the “Company”) held its 2011 annual meeting of shareholders (the “Annual Meeting”).  At the Annual Meeting, the Company’s shareholders voted on the following proposals:

 

  • The election of ten directors for a one year term to expire at the Company’s 2012 annual meeting of shareholders;

  • An advisory vote on the compensation of the named executive officers;

  • An advisory vote on the frequency of the advisory vote on executive compensation; and

  • The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s auditors for 2011.

As of the March 14, 2011 record date for the determination of the shareholders entitled to notice of, and to vote at, the Annual Meeting, 197,038,046 shares of the Company’s common stock, $2.50 par value per share, were outstanding and entitled to vote, each entitled to one vote per share.  Approximately 87% 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:

Election of Directors 

 

Name

For

 

Against

 

Abstain

 

Broker Non-Votes

Theodore M. Solso

144,832,990

 

9,331,872

 

502,407

 

17,536,693

N. Thomas Linebarger

153,895,582

 

279,238

 

492,449

 

17,536,693

William I. Miller

143,743,887

 

10,363,936

 

559,446

 

17,536,693

Alexis M. Herman

146,249,101

 

7,916,364

 

501,804

 

17,536,693

Georgia R. Nelson

148,113,821

 

6,047,184

 

506,264

 

17,536,693

Carl Ware

149,102,622

 

5,002,205

 

562,442

 

17,536,693

Robert K. Herdman

149,092,888

 

4,996,220

 

578,161

 

17,536,693

Robert J. Bernhard

153,905,394

 

193,016

 

568,859

 

17,536,693

Dr. Franklin R. Chang-Diaz

Stephen B. Dobbs

153,882,698

153,952,752

 

268,919

159,911

 

515,652

554,606

 

17,536,693

17,536,693

 

Advisory Vote on  the Compensation of the Named Executive Officers

 

For

 

Against

 

Abstain

 

Broker Non-Votes

139,228,073

 

14,663,555

 

775,641

 

17,536,693

 

 

Advisory Vote on the Frequency of the Advisory Vote on Executive Compensation

 

1 Year

 

2 Year

 

3 Year

 

Abstain

 

Broker Non-Votes

138,030,516

 

337,577

 

15,629,596

 

669,580

 

17,536,693

 

 

Consistent with the greatest number of votes cast with respect to this proposal, the Company’s Board of Directors has determined that the Company will hold an advisory vote on the compensation of the Company’s named executive officers every year until the next required advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers as required pursuant to Section 14A of the Securities and Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder.

                                                               

Ratification of PricewaterhouseCoopers LLP

 

For

 

Against

 

Abstain

 

 

 

 

 

166,274,430

 

5,478,702

 

450,830

 

 

 

 

 

 

 


 

 

 

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 11, 2011

CUMMINS INC.

 

 

 /s/ Marsha L. Hunt
______________________________
Marsha L. Hunt
Vice President - Corporate Controller
(Principal Accounting Officer)