Caterpillar (NYSE: CAT) raises dividend 8% and reports 2026 shareholder voting outcomes
Rhea-AI Filing Summary
Caterpillar Inc. reported results of its 2026 virtual Annual Shareholders Meeting and announced a higher quarterly dividend. Shareholders elected all nominated directors to one-year terms and approved the ratification of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026. They also approved, on an advisory basis, the company’s executive compensation. A shareholder proposal to allow shareholder action by written consent did not pass.
The Board of Directors declared a quarterly cash dividend of $1.63 per share, payable on August 19, 2026 to shareholders of record on July 20, 2026. This represents a $0.12 increase from the prior quarterly dividend of $1.51 per share, described as an eight percent increase. The company highlighted its long history of annual dividend increases and its intention to return substantially all Machinery, Power & Energy free cash flow to shareholders over time through dividends and share repurchases.
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8-K Event Classification
Key Figures
Key Terms
Broker Non-Votes financial
independent registered public accounting firm financial
advisory vote to approve executive compensation financial
Dividend Aristocrats Index financial
free cash flow financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
Current Report
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| Item 5.07 | Submission of Matters to a Vote of Security Holders |
On June 10, 2026, Caterpillar Inc. (the “Company”) held a virtual 2026 Annual Shareholders Meeting (the “Annual Meeting”). Set forth below are the voting results for each of the matters submitted to a vote of the Company’s shareholders at the Annual Meeting.
Proposal 1 - Company Proposal - Election of Directors
All nominees for election to the Company’s Board of Directors named in the Proxy Statement were elected, each to a one-year term, with the following vote:
| Director | For | Against | Abstain | Broker Non-Votes | ||||||||||||
| Joseph E. Creed | 313,113,033 | 11,832,714 | 507,603 | 68,032,649 | ||||||||||||
| James C. Fish, Jr. | 308,288,837 | 16,538,220 | 626,293 | 68,032,649 | ||||||||||||
| Lynn J. Good | 323,118,292 | 1,773,531 | 561,527 | 68,032,649 | ||||||||||||
| Gerald Johnson | 320,479,013 | 4,353,437 | 620,900 | 68,032,649 | ||||||||||||
| Nazzic S. Keene | 321,589,855 | 3,001,338 | 862,157 | 68,032,649 | ||||||||||||
| David W. MacLennan | 316,380,421 | 8,437,215 | 635,714 | 68,032,649 | ||||||||||||
| Judith F. Marks | 320,418,944 | 4,488,540 | 545,866 | 68,032,649 | ||||||||||||
| Debra L. Reed-Klages | 316,254,559 | 8,655,657 | 543,134 | 68,032,649 | ||||||||||||
| Susan C. Schwab | 315,235,222 | 9,709,139 | 508,989 | 68,032,649 | ||||||||||||
| Rayford Wilkins, Jr. | 315,044,827 | 9,550,171 | 858,352 | 68,032,649 | ||||||||||||
Proposal 2 - Company Proposal - Ratification of Independent Registered Public Accounting Firm
The proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026 was approved with the following vote:
| For | Against | Abstain | ||||||||
| 372,882,425 | 19,911,190 | 692,384 | ||||||||
Proposal 3 - Company Proposal - Advisory Vote to Approve Executive Compensation
The proposal requesting that the shareholders of the Company approve executive compensation, on an advisory basis, was approved with the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 307,919,503 | 15,792,946 | 1,740,901 | 68,032,649 | |||||||||||
Proposal 4 - Shareholder Proposal - Shareholder Right to Act by Written Consent
The proposal requesting that the Board of Directors amend the Company's governing documents to permit shareholder action by written consent was not approved based on the following vote:
| For | Against | Abstain | Broker Non-Votes | |||||||||||
| 127,707,438 | 195,268,191 | 2,477,721 | 68,032,649 | |||||||||||
| Item 7.01 | Regulation FD Disclosure |
On June 10, 2026, the Board of Directors declared a quarterly cash dividend of one dollar and sixty-three cents ($1.63) per share of Company common stock, payable on August 19, 2026 to shareholders of record at the close of business on July 20, 2026. The per share dividend of $1.63 is an increase of twelve cents from the previous quarterly dividend of $1.51 per share. On the same date, the Company issued a press release announcing the dividend increase, a copy of which is attached hereto as Exhibit 99.1.
The information in this Current Report on Form 8-K, including Exhibit 99.1 is being furnished in accordance with the provisions of General Instructions B.2 of Form 8-K.
| Item 9.01 | Financial Statements and Exhibits |
(d) Exhibits.
| Exhibit | ||
| Number | Description | |
| 99.1 | Caterpillar Inc. press release dated June 10, 2026 | |
| 104 | The cover page from this Current Report on Form 8-K, formatted in Inline XBRL |
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 hereunto duly authorized.
| CATERPILLAR INC. | ||
| June 11, 2026 | By: | /s/ Derek Owens |
| Derek Owens | ||
| Chief Legal Officer and General Counsel | ||
Exhibit 99.1
FOR IMMEDIATE RELEASE
Caterpillar Inc. Increases Dividend
IRVING, Texas, June 10, 2026 – The Board of Directors of Caterpillar Inc. (NYSE: CAT) voted today to raise the quarterly dividend by 12 cents, an eight percent increase, to one dollar and sixty-three cents ($1.63) per share of common stock payable Aug. 19, 2026, to shareholders of record at the close of business July 20, 2026. Caterpillar expects to continue to return substantially all Machinery, Power & Energy (MP&E) free cash flow to shareholders over time through dividends and share repurchases.
“Our results reflect the execution of our enterprise strategy, combining world-class equipment with advanced technology to solve our customers’ toughest challenges,” said Caterpillar Chairman and CEO Joe Creed. “That’s driving profitable growth, strong MP&E free cash flow and a dividend increase that maintains our place on the S&P 500 Dividend Aristocrats Index.”
Caterpillar has paid a cash dividend every year since the company was formed and has paid a quarterly dividend since 1933. Caterpillar has paid higher annual dividends to shareholders for 32 consecutive years and is recognized as a member of the S&P 500 Dividend Aristocrats Index.
Caterpillar Contact: Tiffany Heikkila, tiffany.heikkila@cat.com, 832-573.0958
About Caterpillar
For more than a century, Caterpillar has built a better, more sustainable world. With 2025 sales and revenues of $67.6 billion, Caterpillar Inc. is shaping the future as the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. Backed by one of the largest independent global dealer networks and financing services through Cat Financial, the company’s primary business segments: Power & Energy, Construction Industries and Resource Industries are solving customers’ toughest challenges through commercial excellence and advanced technology, driven by a highly skilled, dedicated global team. Learn more at www.caterpillar.com.
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