Cummins Inc. | Separate Board Chair and CEO at Cummins Inc.

Status
Filed
AGM date
Previous AGM date
Proposal number
15
Resolution details
Company ticker
CMI:US
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Filer type
Shareholder
Company sector
Industrials
Company HQ country
United States
Resolved clause
Shareholders ask the Board to take the necessary steps to adopt a policy, and amend its governance documents accordingly, requiring that the Board Chair and CEO roles be held by different people.
Supporting statement
Shareholder proposals at Cummins in 2024 and 2025 regarding Board Chair independence each received over 40% of the vote, indicating significant support for greater independent oversight. We now ask shareholders to again consider the Board’s leadership structure. But unlike the previous proposals, this one simply seeks a policy that separates the Chair and CEO roles, thereby leaving the Board significant flexibility in filling the two positions. Separation would allow the Chair to focus on leading the Board in its oversight and governance responsibilities and the CEO to focus on Cummins’ day-to-day business while increasing management accountability and improving the Board’s ability to monitor management performance. It would also better align Cummins with most S&P 500 Boards, 60% of which have separate Chairs and CEOs. To further explain the benefits of CEO and Chair separation, let’s turn to companies where Cummins’ directors have served. For instance, consider ADP. With Tom Lynch — Cummins’ own governance committee chair — on its Board, ADP highlights its current separation (and independence) of the roles, noting that this governance structure “allows our chief executive officer to focus on developing and implementing the company’s business plans and supervising the company’s day-to-day business operations, and allows our non-executive chair to lead the board of directors in its oversight, advisory, and risk management roles.” When Mr. Lynch was on Thermo Fisher Scientific’s Board, that company recognized “the differences between the two [Chair and CEO] roles” and said a separation policy is “in the best interests of the Company and [its] shareholders.” With Cummins governance committee member Karen Quintos on its Board (and governance committee), Lennox International said “The Board’s primary responsibility is the oversight of the Company’s management team” and that having an independent Board Chair (which again, means separating the roles) is one example of its “measures in place to continually enhance Board composition, efficiency, and effectiveness.” And with Carla Harris on its governance committee, MetLife said it “recognizes the importance of maintaining a strong corporate governance framework that establishes the foundation of its [Board’s] oversight responsibilities,” emphasizing that, although not a mandated policy, its current separation of the CEO and Board Chair positions “enhances the Board’s ability to exercise independent oversight of MetLife management.” Further, with Ms. Harris on its governance committee, Walmart has a policy that separates the CEO and Chair positions, and calls this separation one of its governance “highlights.” And with Cummins’ own CEO/Chair Jennifer Rumsey on its governance committee, Hillenbrand also has a separation policy, which definitively establishes that the “CEO shall not also hold the position of Chairperson of the Board.” Indeed, the advantages of CEO and Chair separation are widely recognized, and we think adoption of this proposal is warranted. Thank you.

DISCLAIMER: By including a shareholder resolution or management proposal in this database, neither the PRI nor the sponsor of the resolution or proposal is seeking authority to act as proxy for any shareholder; shareholders should vote their proxies in accordance with their own policies and requirements.

Any voting recommendations set forth in the descriptions of the resolutions and management proposals included in this database are made by the sponsors of those resolutions and proposals, and do not represent the views of the PRI.

Information on the shareholder resolutions, management proposals and votes in this database have been obtained from sources that are believed to be reliable, but the PRI does not represent that it is accurate, complete, or up-to-date, including information relating to resolutions and management proposals, other signatories’ vote pre-declarations (including voting rationales), or the current status of a resolution or proposal. You should consult companies’ proxy statements for complete information on all matters to be voted on at a meeting.