Item 5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Departure of Director
On January 27, 2023, Edward Rust communicated to the Board of Directors (the
"Board") of Caterpillar Inc. (the "Company") his decision not to stand for
re-election to the Board at the Company's 2023 Annual Meeting of Shareholders.
Mr. Rust's decision was not the result of any disagreement with the Company. The
Board of Directors is very grateful to Mr. Rust for his valuable contributions
and many years of dedicated and excellent service.
Election of Two New Directors
The Company also announced that, on January 30, 2023, the Board appointed two
new directors, Judith Marks and James Fish, Jr., in each case effective March 1,
2023.
Both Ms. Marks and Mr. Fish will serve as members of the Board's Audit
Committee. In addition, Ms. Marks will also serve as a member of the Board's
Compensation and Human Resources Committee, while Mr. Fish will also serve as a
member of the Board's Sustainability & other Public Policy Committee.
The compensation for each of Ms. Marks and Mr. Fish will be consistent with the
standard compensatory agreement for non-employee directors described in the
Company's most recent proxy statement filed with the Securities and Exchange
Commission on April 28, 2022, under the heading "Director Compensation."
A copy of the Company's press release announcing the departure of Mr. Rust and
the election of Ms. Marks and Mr. Fish is attached as Exhibit 99.1 to this Form
8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits:
The following is furnished as an exhibit to this report:
99.1 Caterpillar Inc. press release dated February 1, 2023
104 The cover page from this Current Report on Form 8-K, formatted in Inline
XBRL.
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