Caterpillar Inc. | Right To Act By Written Consent at Caterpillar Inc.

Status
Filed
Previous AGM date
Resolution details
Company ticker
CAT
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the board of directors take the necessary steps to permit written consent by the shareholders entitled to cast the minimum number of votes that would be necessary to authorize an action at a meeting at which all shareholders entitled to vote thereon were present and voting (without any unnecessary restriction based on length of stock ownership or the method by which shareholders hold their shares). 
Supporting statement
This includes shareholder ability to initiate any appropriate topic for written consent. This includes that any associated request for a record date shall have the lowest allowable figure. This includes that written consent not include a solicitation clause mandating a certain percent of shares be solicited unless legally required. Shareholders acting by written consent and calling for a special shareholder meeting are 2 means that shareholders of a company can use to put forth a proposal on a timely basis without waiting for the annual shareholder meeting. Unfortunately Caterpillar (CAT) requires shares owning 25% of CAT stock outstanding to initiate the calling of a special shareholder meeting by shareholders. There has never been a company response to a special shareholder meeting proposal that gave one example of a special shareholder meeting ever actually being held at a company that required 25% of shares outstanding to initiate. And companies that receive special shareholder meeting proposals hire law firms that have annual revenue of more than $1 Billion. Thus the challenging 25% CAT requirement seems too high and seems to make the current so-called special shareholder meeting right useless at the 25% figure. To help make up for this AAL shareholders need a right to act by written consent. A shareholder right to act by written consent could incentivize CAT directors to be more vigilant and more alert to face future headwinds like those that emerged in 2025: A most significant headwind was the escalating cost of tariffs. CAT repeatedly raised its forecast for the net incremental tariff impact throughout the year, expecting the total for 2025 to be between $1.6 billion and $1.75 billion, up from initial estimates. These "unfavorable manufacturing costs" were cited as the primary reason for declining operating profits. The ongoing tariff issues led analysts to project an 11% decline in North American construction equipment unit sales for 2025, and some downgraded their ratings for the stock. Third-quarter 2025 operating profit was down 3% year-over-year, and the adjusted operating profit margin fell to 17% from 20% in Q3 2024. Profit per share for Q3 2025 was $4.88, a decrease from $5.06 in the third quarter of 2024. Early in 2025, CAT warned of a potential slight sales drop for the full year due to weak equipment demand driven by high borrowing costs and persistent inflation. Sales were lower in the Construction Industries and Resource Industries segments during Q2. Bobcat sued Caterpillar for patent infringement.

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