SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Proxy Statement Pursuant to Section 14(a)
of the Securities
Exchange Act of 1934 (Amendment No. __)
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Important Notice Regarding the Availability of Proxy
Materials for the Caterpillar Inc.
Annual Meeting of Shareholders to be held on June 12, 2019
As permitted under U.S. Securities and Exchange Commission rules, you are receiving this notice that the proxy materials, including the 2019 proxy statement and 2018 Annual Report on Form 10-K, for the Caterpillar Inc. 2019 Annual Meeting of Shareholders are available on the Internet. Follow the instructions below to view the proxy materials and vote online or request paper or e-mail copies. Information about the annual meeting, including the items to be voted on, is provided on the reverse side of this notice.
THIS IS NOT A PROXY CARD. If you wish to cast your vote on a traditional proxy card, you must request that a paper copy of the proxy materials be mailed to you by following the instructions at the bottom of this page.
This communication presents only an overview of the more complete proxy materials that are available to you on the Internet. We encourage you to access and review all of the important information contained in the proxy materials before voting.
To view the proxy materials, please have this notice available and visit:
Please have this notice available when you access the voting website. Follow the instructions on the screen to log into the website to vote. Your Internet vote authorizes the named proxies to vote your shares in the same manner as if you marked, signed and returned a traditional proxy card.
If you want to receive a paper or e-mail copy of the proxy materials, you must request one by following the instructions below:
|Internet – Go to www.eproxyaccess.com/cat2019 and follow the registration instructions.|
|Telephone – Call us free of charge at 1-866-825-8978 from within the United States or Canada. From other locations please call +1 646-880-9095.|
|E-mail – Send us an e-mail at firstname.lastname@example.org, using the number in the box above as the subject line, and state whether you wish to receive a paper or e-mail copy of the proxy materials and whether your request is for this meeting only or for all future meetings.|
There is no charge to you for requesting a paper or email copy. Please make your request for a copy as instructed above on or before May 31, 2019 to facilitate timely delivery.
Notice of Annual Meeting of Shareholders
The annual meeting of shareholders of Caterpillar Inc. will be held on Wednesday, June 12, 2019 at 8:00 a.m., local time, at Caterpillar Building Construction Products, Clayton Campus, 954 NC Highway 42 East, Clayton, North Carolina 27527.
The matters intended to be acted upon at the meeting are listed below:
|1.||Election of the following nominees as directors: Kelly A. Ayotte, David L. Calhoun, Daniel M. Dickinson, Juan Gallardo, Dennis A. Muilenburg, William A. Osborn, Debra L. Reed-Klages, Edward B. Rust, Jr., Susan C. Schwab, D. James Umpleby III, Miles D. White and Rayford Wilkins, Jr.|
|2.||Ratify the appointment of the independent registered public accounting firm for the 2019 fiscal year.|
|3.||Advisory vote to approve executive compensation.|
|4.||Shareholder Proposal - Amend proxy access to remove resubmission threshold.|
|5.||Shareholder Proposal - Report on activities in conflict-affected areas.|
|6.||To consider such other business as may properly come before the meeting or any adjournment or postponement thereof.|
The Board of Directors recommends that you vote FOR the election of each of the nominees for director, FOR the ratification of the appointment of the independent registered public accounting firm for the 2019 fiscal year and FOR executive compensation. The Board of Directors recommends that you vote AGAINST the two shareholder proposals.
THIS IS NOT A PROXY CARD. If you wish to cast your vote on a traditional proxy card, you must request that a paper copy of the proxy materials be mailed to you by following the instructions on the reverse side of this notice.
These items of business are more fully described in the proxy materials relating to the annual meeting. Follow the instructions on the reverse side of this notice to view the proxy materials and vote via the Internet or to request a paper or e-mail copy of the proxy materials. Any action on the items of business described above may be considered at the annual meeting at the time and on the date specified above or at any time and date to which the annual meeting may be properly adjourned or postponed.
You are entitled to vote at the annual meeting only if you were a shareholder of Caterpillar Inc. as of the close of business on April 15, 2019, which is the record date for the annual meeting.
You must have an admission ticket to attend the meeting. Procedures for requesting an admission ticket are included in the proxy materials. Directions to attend the meeting will be provided along with admission tickets.
Suzette M. Long
General Counsel and Corporate Secretary