|
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
|
||||
 |
||||
|
FORM
8-K/A
|
||||
|
Amendment No.
1
Current
Report
|
||||
|
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934
|
||||
|
Date of
Report: June
11, 2010
|
||||
|
Date of
earliest event reported: October 22,
2009
|
||||
|
CATERPILLAR
INC.
(Exact name
of registrant as specified in its charter)
|
||||
|
Delaware
(State or
other jurisdiction of incorporation)
|
||||
|
1-768
(Commission
File Number)
|
37-0602744
(IRS Employer
Identification No.)
|
|||
|
100
NE Adams Street, Peoria, Illinois
(Address of
principal executive offices)
|
61629
(Zip
Code)
|
|||
|
Registrant's
telephone number, including area code: (309)
675-1000
|
||||
|
Former name
or former address, if changed since last report: N/A
|
||||
|
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
|
||||
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|||
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
230.425)
|
|||
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
|
|||
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
|
|||
Page 1
|
Item
5.02
|
Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
|
Consistent with its
previously disclosed succession plan, on June 9, 2010, the Board of Directors
(the “Board”) of Caterpillar Inc. (the “Company”) elected Douglas R. Oberhelman
(57) as the chief executive officer (“CEO”) of the Company and a member of the
Board, effective July 1, 2010. Mr. Oberhelman was also elected as the
Chairman of the Board, effective November 1, 2010. Mr. Oberhelman has
served as the Vice Chairman and CEO-elect of the Company since January 1,
2010.
James W. Owens will
remain the Company’s CEO through June 30, 2010 and will retire as Chairman of
the Board on October 31, 2010.
The Compensation
Committee of the Board also approved certain changes to Mr. Oberhelman’s
compensation. Specifically, the Compensation Committee of the Board
approved:
|
|
·
|
An increase
in his annual base salary to $1,155,334, effective July 1, 2010, with a
further increase to $1,368,000, effective November 1,
2010.
|
|
|
·
|
An increase
in his target award under the Company’s Executive Short-Term Incentive
Plan (“ESTIP”) to 125% of his base salary, effective July 1, 2010, with a
further increase to 135% of his base salary, effective November 1,
2010.
|
|
|
·
|
An increase
in his target award under the Company’s Long-Term Cash Performance Plan
(“LTCPP”) to 150% of his base salary, effective July 1, 2010, with a
further increase to 170% of his base salary, effective November 1,
2010.
|
As previously
reported on Form 4, filed with the Securities and Exchange Commission (the
“SEC”) on March 3, 2010, the Compensation Committee of the Board granted Mr.
Oberhelman 9,271 restricted stock units (“RSUs”) and 272,282 stock appreciation
rights (“SARs”), pursuant to the Company’s 2006 Long-Term Incentive
Plan.
Additional
information regarding the Company’s compensation program for its named executive
officers, including additional information regarding the ESTIP and LTCPP, is
available in the Company's
2010 Proxy Statement, under the heading “Compensation.”
|
Item
7.01.
|
Regulation FD
Disclosure.
|
On June 9, 2010,
the Company issued a press release announcing the election of Douglas R.
Oberhelman as the Company’s CEO and as a member of the Board, effective July 1,
2010. A copy of the release is furnished as Exhibit
99.1.
|
Item
9.01.
|
Financial
Statements and Exhibits.
|
The information in
Exhibit 99.1 of Item 9.01 is being furnished, not filed. Accordingly,
the information in this exhibit shall not be deemed to be “filed” for purposes
of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise
subject to the liabilities under Section 18. Furthermore, the
information in this exhibit will not be incorporated by reference into any
registration statement filed by Caterpillar Inc. under the Securities Act of
1933, as amended, unless specifically identified as being incorporated therein
by reference.
|
(d)
|
Exhibits:
|
|
|
99.1
|
June 9, 2010
Press Release
|
|
Page 2
|
*********************************************************************
|
|
SIGNATURES
|
|||
|
Pursuant to
the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.
|
|||
|
CATERPILLAR
INC.
|
|||
|
June 11,
2010
|
By:
|
/s/James
B. Buda
|
|
|
James B.
Buda
|
|||
|
Vice
President, Chief Legal Officer and Secretary
|
|||
Page 3