DEF 14A 1 lcat2022_def14a.htm CATERPILLAR INC - DEF 14A CATERPILLAR - DEF 14A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a)
OF THE SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant

Filed by a Party other than the Registrant

Check the appropriate box:
	Preliminary Proxy Statement
	Confidential, for Use of the Commission Only (as permitted by Rule 14A-6(E)(2))
	Definitive Proxy Statement
	Definitive Additional Materials
	Soliciting Material under §240.14a-12

CATERPILLAR

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):
	No fee required.
	Fee paid previously with preliminary materials.
	Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

“Caterpillar’s Values in Action define and unite us as one Caterpillar. They represent our shared commitment to the highest standards of business conduct, guiding us as we fulfill our purpose of helping our customers build a better, more sustainable world.”

D. James Umpleby III

Chairman and Chief Executive Officer

TABLE OF CONTENTS

We are sending you these proxy materials in connection with Caterpillar’s solicitation of proxies, on behalf of its Board of Directors, for the 2022 Annual Meeting of Shareholders (Annual Meeting). Distribution of these materials is scheduled to begin on April 28, 2022. Please submit your vote or proxy by telephone, mobile device, internet or, if you received your materials by mail, you can complete and return your proxy or voting instruction form by mail.

LETTER TO SHAREHOLDERS

PROXY SUMMARY

Annual Meeting of Shareholders

Shareholder Voting Matters

Our Director Nominees

Governance Highlights

2021 Performance Highlights

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS

DIRECTORS & GOVERNANCE

PROPOSAL 1 Election of Directors

Overview of Our Board

Board Attendance - 2021

Board Evolution Since 2016

Diversity of Skills and Expertise

Director Continuous Education and Development

Board’s Role in Risk Oversight

Director Nominations and Evaluations

Director Candidate Biographies and Qualifications

Director Compensation

Board Election and Leadership Structure

Duties and Responsibilities of Presiding Director

Corporate Governance Guidelines and Code of Conduct

Board Evaluation Process

Board Committees

Director Independence Determinations

Communication with the Board

Investor Outreach

Political Contributions and Lobbying

Related Party Transactions

AUDIT

PROPOSAL 2 Ratification of our Independent Registered Public Accounting Firm

Audit Fees and Approval Process

Independent Registered Public Accounting Firm Fee Information

Anonymous Reporting of Accounting and Other Concerns

Audit Committee Report

COMPENSATION

PROPOSAL 3 Advisory Vote to Approve Executive Compensation

COMPENSATION DISCUSSION & ANALYSIS

Executive Summary

Compensation Discussion & Analysis

2021 Summary Compensation Table

2021 All Other Compensation Table

Grants of Plan-Based Awards in 2021

Outstanding Equity Awards at 2021 Fiscal Year End

2021 Option Exercises and Stock Vested

2021 Pension Benefits

2021 Nonqualified Deferred Compensation

Potential Payments Upon Termination or Change in Control

CEO Pay Ratio

SHAREHOLDER PROPOSALS

PROPOSAL 4 – Shareholder Proposal - Report on Climate Policy

PROPOSAL 5 – Shareholder Proposal - Lobbying Disclosure

PROPOSAL 6 – Shareholder Proposal - Report on Activities in Conflict-Affected Areas

PROPOSAL 7 – Shareholder Proposal - Special Shareholder Meeting Improvement

OTHER IMPORTANT INFORMATION

Matters Raised at the Annual Meeting Not Included in This Statement

Shareholder Proposals and Director Nominations for the 2023 Annual Meeting

Persons Owning More Than Five Percent of Caterpillar Common Stock

Security Ownership of Executive Officers and Directors

Delinquent Section 16(a) Reports

Access to Form 10-K

Non-GAAP Financial Measures

Frequently Asked Questions Regarding Meeting Attendance and Voting

2022 PROXY STATEMENT 3

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DEAR FELLOW SHAREHOLDERS,

D. JAMES UMPLEBY III

Chairman and Chief Executive Officer

“WE CONTINUE TO ACT AND LEAD WITH OUR VALUES IN ACTION AS WE EXECUTE OUR STRATEGY FOR LONG-TERM PROFITABLE GROWTH, SUPPORTING THE ENDURING SUCCESS OF OUR CUSTOMERS AND CATERPILLAR.”

On behalf of the Board of Directors and our entire company, I cordially invite you to attend the Annual Meeting of Shareholders on June 8, 2022, at 8 a.m. Central Time. We will again conduct this year’s meeting using a virtual format.

We will provide an update on the company’s performance, and you will have the opportunity to vote on several items related to our business. Please refer to page 67 for information on participating in this year’s shareholder meeting.

We encourage you to review this proxy statement to learn more about your board of directors, our governance practices, compensation programs and philosophy, and other key items. Your vote is important. Please vote your shares by virtually attending the annual meeting, by voting online separately, via your mobile phone, by telephone, or by mail.

I would like to recognize Miles White, a director who decided to not stand for re-election. Miles has served as a director since 2011. The board of directors extends our sincere appreciation for his exemplary service.

Thank you for your ongoing investment in and support of Caterpillar as we continue to execute our enterprise strategy for long-term profitable growth and shareholder value.

Sincerely,

D. James Umpleby III
Chairman and Chief Executive Officer

2022 PROXY STATEMENT 5

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PROXY SUMMARY

This summary does not contain all of the information you should consider when casting your vote. You should read the complete proxy statement before voting.

ANNUAL MEETING OF SHAREHOLDERS



TIME & DATE	PLACE	RECORD DATE	ADMISSION
8:00 a.m. Central Time June 8, 2022	Virtual Meeting www.meetnow.global/M4GARLQ	The close of business on April 13, 2022	To attend and to register for the Virtual Meeting, please follow instructions on page 67

SHAREHOLDER VOTING MATTERS

Proposal		Board’s Voting Recommendation	Page Reference
1	Election of 10 Directors Named in this Proxy Statement	FOR Each Nominee	10
2	Ratification of our Independent Registered Public Accounting Firm	FOR	25
3	Advisory Vote to Approve Executive Compensation	FOR	28
4	Shareholder Proposal - Report on Climate Policy	FOR	52
5	Shareholder Proposal - Lobbying Disclosure	AGAINST	55
6	Shareholder Proposal - Report on Activities in Conflict-Affected Areas	AGAINST	58
7	Shareholder Proposal - Special Shareholder Meeting Improvement	AGAINST	60

2022 PROXY STATEMENT 6

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OUR DIRECTOR NOMINEES

Nominee and Principal Occupation	Independent	Age	Director Since	Other Public Company Boards	Caterpillar Committees
Nominee and Principal Occupation	Independent	Age	Director Since	Other Public Company Boards	AC	CHRC	PPGC
Kelly A. Ayotte Former U.S. Senator representing New Hampshire	Yes	53	2017	The Blackstone Group Inc. Boston Properties, Inc. News Corporation
David L. Calhoun Presiding Director of Caterpillar Inc. President and CEO of The Boeing Company	Yes	64	2011	The Boeing Company
Daniel M. Dickinson Managing Partner of HCI Equity Partners	Yes	60	2006	None
Gerald Johnson Executive Vice President, Global Manufacturing and Sustainability of General Motors Company	Yes	59	2021	None
David W. MacLennan Board Chair and CEO of Cargill, Inc.	Yes	62	2021	Ecolab Inc.
Debra L. Reed-Klages Former Chairman and CEO of Sempra Energy	Yes	65	2015	Chevron Corporation Lockheed Martin Corporation
Edward B. Rust, Jr. Former Chairman and CEO of State Farm Mutual Automobile Insurance Company	Yes	71	2003	Helmerich & Payne, Inc. S&P Global Inc.
Susan C. Schwab Professor Emerita at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP; former United States Trade Representative	Yes	67	2009	FedEx Corporation Marriott International, Inc.
D. James Umpleby III Chairman and CEO of Caterpillar Inc.	No

SEC Form DEF 14A filed by Caterpillar Inc.