Item 5.07 Submission of Matters to a Vote of Security Holders

On June 10, 2020, Caterpillar Inc. (the "Company") held a virtual 2020 Annual Shareholders Meeting. Set forth below are the voting results for each of the matters submitted to a vote of the Company's shareholders.

Proposal 1 - Company Proposal - Election of Directors

All nominees for election to the Company's Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:



Director                 For      Against    Abstain  Broker Non-Votes

Kelly A. Ayotte 369,125,084 6,507,073 1,148,664 93,766,354 David L. Calhoun 363,505,583 9,905,031 3,370,207 93,766,354 Daniel M. Dickinson 360,306,884 15,175,282 1,298,655 93,766,354 Juan Gallardo 364,400,473 11,108,456 1,271,892 93,766,354 William A. Osborn 360,409,620 15,041,774 1,329,426 93,766,354 Debra L. Reed-Klages 371,956,759 3,642,558 1,181,504 93,766,354 Edward B. Rust, Jr. 360,900,244 14,644,429 1,236,148 93,766,354 Susan C. Schwab 364,667,840 10,792,321 1,320,660 93,766,354 D. James Umpleby III 354,839,926 19,556,414 2,374,481 93,766,354 Miles D. White 362,422,694 13,072,265 1,285,862 93,766,354 Rayford Wilkins, Jr. 371,499,341 4,023,259 1,258,221 93,766,354

Proposal 2 - Company Proposal - Ratification of Independent Registered Accounting Firm

The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for 2020 was approved with the following vote:



    For      Against    Abstain
447,405,589 21,859,186 1,282,400

Proposal 3 - Company Proposal - Advisory vote on executive compensation

The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:



    For      Against    Abstain  Broker Non-Votes
351,313,478 22,742,934 2,724,409    93,766,354

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Proposal 4 - Shareholder Proposal - Provide a Report on Lobbying Activities

The proposal requesting that the Board of Directors provide an annual report of the Company's direct and indirect lobbying activities and expenditures was not approved based on the following vote:

For Against Abstain Broker Non-Votes 124,661,480 246,989,885 5,129,446 93,766,354

Proposal 5 - Shareholder Proposal - Independent Board Chairman

The proposal requesting the Board of Directors adopt a policy and amend the Company's governing documents to require the Chairman of the Board be an independent member of the Board was not approved based on the following vote:

For Against Abstain Broker Non-Votes 114,041,763 259,982,425 2,756,633 93,766,354

Proposal 6 - Shareholder Proposal - Shareholder Action by Written Consent

The proposal requesting that the Board of Directors adopt a policy and amend the Company's governing documents to permit shareholder action by written consent was not approved based on the following vote:

For Against Abstain Broker Non-Votes 165,515,378 207,521,915 3,743,528 93,766,354




Item 9.01  Financial Statements and Exhibits
(d) Exhibits.
    Exhibit
     Number        Description

                 The cover page from this Current Report on Form 8-K, formatted in
      104        Inline XBRL.

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