Cummins (CMI) Proxy filing summary

Executive summary

• 2025 revenue reached $33.7 billion with $5.4 billion in EBITDA, despite a North America truck market downturn; Power Systems and Distribution segments achieved record results due to strong demand for data center backup power.

• Total shareholder return was 49% in 2025, outperforming both peer group and S&P 500; dividend increased for the 16th consecutive year.

• Strategic investments included new engine launches (X10, B7.2), expansion in hybrid solutions via First Mode acquisition, and a focus on scalable, practical energy transition solutions.

• Targeted actions in Accelera segment included curtailing future electrolyzer investments and restructuring to reduce costs amid lower hydrogen adoption expectations.

• Looking ahead to 2026, the company expects improved North America truck market conditions and continued strength in power generation and industrial demand.

Voting matters and shareholder proposals

• Shareholders will vote on: election of eleven directors, advisory say-on-pay, ratification of PwC as auditor, approval of the 2026 Omnibus Incentive Plan, and two shareholder proposals (separation of Chair/CEO roles and a report on charitable support).

• Board recommends voting for all management proposals and against both shareholder proposals.

Board of directors and corporate governance

• Ten of eleven director nominees are independent; board diversity includes four women and four ethnically diverse members.

• Board committees (Audit, Talent Management & Compensation, Governance & Nominating, Finance, Safety/Environment/Technology) are fully independent.

• Annual board and committee evaluations, robust succession planning, and regular shareholder engagement are emphasized.

• Board leadership structure is reviewed annually; currently, Chair and CEO roles are combined with a strong independent Lead Director.