Cummins (CMI) investors back 2026 pay plan and auditor, reject governance proposals

Rhea-AI Filing Summary

Cummins Inc. reported the results of its 2026 annual shareholder meeting held on May 12, 2026. Shareholders holding 87.8% of the 138,257,420 shares outstanding as of March 16, 2026 were represented in person or by proxy, providing a strong quorum.

All eleven director nominees were elected for one-year terms expiring at the 2027 annual meeting. Shareholders approved, on an advisory basis, the compensation of the named executive officers and ratified the appointment of PricewaterhouseCoopers LLP as independent registered public accounting firm for 2026.

Shareholders also approved the Company’s 2026 Omnibus Incentive Plan. Two shareholder proposals — one to adopt a policy separating the roles of Chairperson and Chief Executive Officer and another requesting a report on charitable support — did not receive sufficient votes and were not approved.

8-K Event Classification

Item 5.07 — Submission of Matters to a Vote of Security Holders

1 item

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Key Figures

Shares outstanding eligible to vote: 138,257,420 shares Meeting quorum: 87.8% of shares Say-on-pay support: 101,865,982 votes For +4 more

7 metrics

Shares outstanding eligible to vote 138,257,420 shares Common stock outstanding and entitled to vote as of March 16, 2026

Meeting quorum 87.8% of shares Shares of common stock represented at the 2026 annual meeting

Say-on-pay support 101,865,982 votes For Advisory vote on compensation of named executive officers

Omnibus Plan approval 102,647,695 votes For Approval of the Company’s 2026 Omnibus Incentive Plan

Auditor ratification 113,910,556 votes For Ratification of PricewaterhouseCoopers LLP for 2026

CEO/Chair split proposal support 24,007,807 votes For Shareholder proposal on separating Chairperson and CEO roles

Charitable report proposal support 1,881,650 votes For Shareholder proposal requesting report on charitable support

Key Terms

Omnibus Incentive Plan, broker non-votes, advisory vote, independent registered public accounting firm, +1 more

5 terms

Omnibus Incentive Plan financial

"A proposal to approve the Company's 2026 Omnibus Incentive Plan;"

An omnibus incentive plan is a single, flexible program a company uses to give employees and executives different types of pay tied to performance — for example stock options, restricted shares, cash bonuses and other awards — all governed by one set of rules. It matters to investors because it determines how many new shares may be created, how leaders are motivated and how much the company will spend on compensation over time; think of it as a master toolbox that affects both costs and the total share supply.

broker non-votes financial

"For | Against | Abstain | Broker Non-Votes 101,865,982 | 4,995,353 | 339,925 | 14,244,942"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

advisory vote financial

"An advisory vote on the compensation of the Company’s named executive officers;"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent registered public accounting firm financial

"The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026;"

An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.

shareholder proposal financial

"A shareholder proposal to adopt a policy for separation of the roles of Chairperson and Chief Executive Officer;"

A shareholder proposal is a formal suggestion submitted by an owner of a company’s stock asking other investors to vote on a specific change in company policy, governance, or operations at a shareholder meeting. It matters to investors because proposals can force public discussion, lead to changes that affect risk, costs, or reputation, and serve as a signal of investor priorities—like a homeowner proposing a new rule at a building meeting that could change how the whole property is run.

Understanding 8-K Material Events →

0000026172false00000261722026-05-122026-05-12

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of the earliest event reported):  May 12, 2026

  CUMMINS INC.

(Exact name of registrant as specified in its charter)

Indiana			1-4949			35-0257090
(State or other Jurisdiction of Incorporation)			(Commission File Number)			(I.R.S. Employer Identification No.)

500 Jackson Street

P. O. Box 3005

Columbus, Indiana  47202-3005

(Address of Principal Executive Offices) (Zip Code)

Registrant's telephone number, including area code: (812) 377-5000

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:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Sections 12(b) of the Act:

Title of each class

Trading symbol(s)

Name of each exchange on which registered

Common stock, $2.50 par value

CMI

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.07.    Submission of Matters to a Vote of Security Holders.

On May 12, 2026, at the 2026 annual meeting of shareholders (the “Annual Meeting”) of Cummins Inc. (the “Company”), the Company’s shareholders voted on the following proposals:

•The election of eleven directors for a one-year term to expire at the Company’s 2027 annual meeting of shareholders;

•An advisory vote on the compensation of the Company’s named executive officers;

•The ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for 2026;

•A proposal to approve the Company's 2026 Omnibus Incentive Plan;

•A shareholder proposal to adopt a policy for separation of the roles of Chairperson and Chief Executive Officer; and

•A shareholder proposal requesting a report on the Company's charitable support.

As of the March 16, 2026 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 138,257,420 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share. Approximately 87.8% of all shares of Common Stock outstanding and entitled to vote were represented at the Annual Meeting in person or by proxy.

The following are the final votes on the matters presented for shareholder approval at the Annual Meeting.

1.Election of Eleven Directors for a One-Year Term to Expire at the Company’s 2027 Annual Meeting of Shareholders

Name						For						Against						Abstain						Broker Non-Votes
Jennifer W. Rumsey						101,443,390						5,261,855						496,015						14,244,942
Gary L. Belske						105,239,392						1,751,706						210,162						14,244,942
Bruno V. Di Leo Allen						104,496,790						2,494,436						210,034						14,244,942
Daniel W. Fisher						105,664,671						1,328,505						208,084						14,244,942
Carla A. Harris						100,606,556						6,389,670						205,034						14,244,942
Thomas J. Lynch						102,900,496						4,096,281						204,483						14,244,942
William I. Miller						99,983,877						7,022,677						194,706						14,244,942
Kimberly A. Nelson						105,522,089						1,474,821						204,350						14,244,942
Karen H. Quintos						102,388,988						4,596,070						216,202						14,244,942
John H. Stone						105,646,356						1,363,006						191,898						14,244,942
Matthew Tsien						106,581,920						436,853						182,487						14,244,942

2.Advisory Vote on the Compensation of the Company’s Named Executive Officers

For						Against						Abstain						Broker Non-Votes
101,865,982						4,995,353						339,925						14,244,942

3.Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company’s Independent Registered Public Accounting Firm for 2026

For						Against						Abstain						Broker Non-Votes
113,910,556						7,338,022						197,624						—

4.Approval of the Company's 2026 Omnibus Incentive Plan

For						Against						Abstain						Broker Non-Votes
102,647,695						4,155,893						397,672						14,244,942

5.Shareholder Proposal to Adopt a Policy for Separation of the Roles of Chairperson and Chief Executive Officer

For						Against						Abstain						Broker Non-Votes
24,007,807						82,570,309						623,144						14,244,942

6.Shareholder Proposal Requesting a Report on the Company's Charitable Support

For						Against						Abstain						Broker Non-Votes
1,881,650						104,240,231						1,079,379						14,244,942

SIGNATURE

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.

Date: May 14, 2026

CUMMINS INC.

/s/ NICOLE Y. LAMB-HALE

Nicole Y. Lamb-Hale

Vice President, Chief Administrative Officer & Corporate Secretary

FAQ

What key items did Cummins (CMI) shareholders vote on at the 2026 annual meeting?

Cummins shareholders voted on electing eleven directors, an advisory say-on-pay vote, ratifying PricewaterhouseCoopers LLP as auditor for 2026, approving the 2026 Omnibus Incentive Plan, and two shareholder proposals on CEO/Chair separation and charitable support reporting.

Were Cummins (CMI) director nominees elected at the 2026 annual meeting?

All eleven Cummins director nominees were elected to one-year terms ending at the 2027 annual meeting. Each nominee, including Jennifer W. Rumsey and Matthew Tsien, received more votes “For” than “Against,” with additional broker non-votes reported on the director election items.

Did Cummins (CMI) shareholders approve the 2026 Omnibus Incentive Plan?

Yes, Cummins shareholders approved the 2026 Omnibus Incentive Plan. The proposal received 102,647,695 votes “For,” 4,155,893 “Against,” 397,672 abstentions, and 14,244,942 broker non-votes, indicating support for the company’s framework for future equity and incentive compensation awards.

How did Cummins (CMI) shareholders vote on executive compensation in 2026?

Cummins shareholders approved, on an advisory basis, the compensation of named executive officers. The say-on-pay resolution received 101,865,982 votes “For,” 4,995,353 “Against,” 339,925 abstentions, and 14,244,942 broker non-votes, signaling general shareholder support for the company’s pay practices.

Was PricewaterhouseCoopers LLP ratified as Cummins (CMI) auditor for 2026?

Shareholders ratified PricewaterhouseCoopers LLP as Cummins’ independent registered public accounting firm for 2026. The ratification drew 113,910,556 votes “For,” 7,338,022 “Against,” and 197,624 abstentions, with no broker non-votes recorded on this auditor ratification item.

What happened to the Cummins (CMI) shareholder proposal on CEO and Chair separation?

The shareholder proposal to adopt a policy separating the roles of Chairperson and Chief Executive Officer was not approved. It received 24,007,807 votes “For,” 82,570,309 “Against,” 623,144 abstentions, and 14,244,942 broker non-votes, indicating limited support among voting shareholders.

How did Cummins (CMI) shareholders vote on the charitable support reporting proposal?

The shareholder proposal requesting a report on Cummins’ charitable support was not approved. It received 1,881,650 votes “For,” 104,240,231 “Against,” 1,079,379 abstentions, and 14,244,942 broker non-votes, reflecting strong opposition to this additional reporting request among voting shareholders.

Filing Exhibits & Attachments

3 documents

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