Caterpillar (CAT) Proxy filing summary

Executive summary

• Achieved record 2025 sales and revenues of $67.6 billion, with a record backlog of $51 billion, up 71% year-over-year.

• Operating profit was $11.2 billion, with an adjusted operating profit margin of 17.2%.

• Profit per share was $18.81, with adjusted profit per share at $19.06.

• Returned $7.9 billion to shareholders via share repurchases and dividends; enterprise cash balance at year-end was $10.0 billion.

• Leadership transition: Joe Creed became Chairman and CEO in April 2026, succeeding Jim Umpleby.

Voting matters and shareholder proposals

• Shareholders to vote on: election of ten directors, ratification of independent auditor, advisory vote on executive compensation, and a shareholder proposal for the right to act by written consent.

• Board recommends voting FOR all director nominees, FOR auditor ratification, FOR executive compensation, and AGAINST the written consent proposal.

• The written consent proposal was submitted by a shareholder; the board opposes it, citing existing rights to call special meetings and concerns about transparency.

Board of directors and corporate governance

• Board consists of 10 members, 9 of whom are independent; average tenure is 5.5 years, average age is 65.

• 50% of directors are women; 30% are ethnically/racially diverse.

• Board committees: Audit, Compensation and Human Resources, Sustainability and Public Policy, Nominating and Governance, Executive.

• Lead Independent Director role held by Debra L. Reed-Klages, providing independent oversight.

• Annual board and committee self-evaluations, with enhanced individual director assessments.