Caterpillar 2023 Lobbying Disclosure

Caterpillar 2023 Lobbying Disclosure

Caterpillar 2023 Lobbying Disclosure is up for a vote at the AGM at 6 am Pacific on May 10, 2023. Vote AGAINST directors except for Fish & MacLennanand, auditor, pay; FOR #7 Lobbying Disclosure & all other shareholder proposals except #9. Don’t count on voting at the meeting if you hold your shares through a bank or broker.

Caterpillar Inc. manufactures construction and mining equipment, diesel and natural gas engines, industrial gas turbines, and diesel-electric locomotives.   I voted with the Board’s recommendations 26% of the time. View Proxy Statement via SEC’s EDGAR system (look for DEF 14A).  Read Warnings.

Caterpillar 2023: How I Voted

1.1Kelly A. Ayotte –  The company is not aligned with investor expectations on Net Zero by 2050 targets and commitments. She also serves on too many boards.ManagementAgainstAgainst
1.2David L. Calhoun – Vote against directors on key committees who have served 12 years or more.ManagementForAgainst
1.3Daniel M. Dickinson – Member of the compensation committee. Vote against directors on key committees who have served 12 years or more.ManagementForAgainst
1.4James C. Fish, Jr.
1.5Gerald Johnson – Member of the compensation committeeManagementForAgainst
1.6David W. MacLennanManagementForFor
1.7Judith F. Marks – Member of the compensation committeeManagementForAgainst
1.8Debra L. Reed-Klages – The nominee is chair of the nominating committee, and the board comprises less than 40% representation of each male and female. She also serves on too many boards.
1.9Susan C. Schwab – She serves on too many boards. Vote against directors on key committees who have served 12 years or more.ManagementForAgainst
1.10D. James Umpleby, III Vote against chair who is not independent.ManagementForAgainst
1.11Rayford Wilkins, Jr. – Member of the compensation committee and serves on too many boards.ManagementForAgainst
2Ratify PricewaterhouseCoopers LLP as Auditors – After 98 years with the same auditor, the audit firm may no longer be objective.ManagementForAgainst
3Advisory Vote to Ratify Named Executive Officers’ Compensation – Pay of $21M and a pay ratio of 362 to 1 is too high.ManagementForAgainst
4Advisory Vote on Say on Pay FrequencyManagementOne YearOne Year
5Approve Omnibus Stock Plan 
6Report on Climate Lobbying — While the company has improved its disclosure of its political activities, gaps remain regarding how it assesses its trade association partners’ lobbying activities vis-a-vis Paris Agreement goals and steps it would take when significant misalignment is found.
7Report on Lobbying Payments and Policy – The company has room to improve its disclosure of direct and indirect lobbying payments.
8Report on Due Diligence Process of Doing Business in Conflict-Affected Areas — Shareholders would benefit from additional information on the assessment of adopting a policy of not doing business with governments that are complicit in genocide and crimes against humanity and how the company is evaluating and managing related operational risks that have the potential to affect shareholder value negatively.
9Report on Civil Rights and Non-Discrimination Audit – Current policies and disclosures provide adequate information for shareholders to determine whether its employee programs and training materials have a reverse discrimination effect.

Caterpillar 2023 Votes ExplainedEgan-Jones

I’m preparing for a vacation, so I did not wait for Egan-Jones’ recommendations but checked Calvert’s votes. We did not always agree.  For example, pay of $21M and a pay ratio of 362 to 1 is too high.


As You Sow

Generally, I have help with voting from Egan-Jones, my proxy voting policy through Iconikapp. And by briefly looking and some funds that announce their votes in advance. Note: you can automate all your proxies to be voted according to human values by signing up for the iconik/AYS app. In about two minutes, you’ll vote all your proxies according to values that balance environment, social, governance, and profitability.

More information at Free Proxy Advisor From As You Sow & Iconikapp. I have a more customized version, so your results with the iconik/AYS app may differ. Now, you can also sign-up for automated voting with iconikapp through Third Act.
Third Act

Caterpillar 2023: Lobbying Disclosure

This proposal is from Myra K. Young, written by me, James McRitchie. Caterpillar’s refusal to consider more transparency is disheartening, especially given our political atmosphere. We request that Caterpillar annually disclose the following information:

  1. Company policy and procedures governing direct and indirect lobbying and grassroots lobbying communications.
  2. Payments by Caterpillar for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case, including the amount of the payment and the recipient.
  3. Caterpillar’s membership in and payments to any tax-exempt organizations that write or endorse model legislation.
  4. Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

Our proposal on this issue won 44% of the vote last year at Caterpillar. While the company made some progress, much remains to be done.

Caterpillar’s Policy and Disclosures on Lobbying Lag

Caterpillar’s opposition statement claims to be a leader in political contribution disclosure. Yes, it places high on the CPA-Zicklin Index. However, this is not the case when it comes to lobbying disclosures.

While the company is committed to disclosing payments to trade associations, it does not disclose payments to “social welfare groups” or fees for grassroots lobbying communications, direct lobbying, or tax-exempt organizations focused on model legislation, such as ALEC.

Vote FOR Proposal 7.

Other Recommendations

In looking up a few funds in our Shareowner Action Handbook, I see several have reported their votes.

Caterpillar 2024: Mark Your Calendar

SEC Rule 14a-8 permits shareholders to submit proposals for inclusion in our proxy materials if the shareholders and the proposals meet the specified requirements. If you would like to submit a proposal under SEC Rule 14a-8 for inclusion in the proxy materials for our 2024 annual meeting, the proposal must be received by our Vice President, Corporate Secretary at 2825 Airview Boulevard, Kalamazoo, Michigan 49002 on or prior to November 29, 2023.


Caterpillar 2023: Related Posts

Caterpillar 2022 Proxy Score 50

Caterpillar 2021 Faces Proxy Issues

Caterpillar 2020: Written Consent

Biogen 2021 Proxy: Lobbying

Lobbying Disclosure Sought @ 50 Companies


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