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PACCAR (NASDAQ: PCAR) details LTIP awards and 198:1 CEO pay ratio

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8-K

Rhea-AI Filing Summary

PACCAR Inc updated executive compensation and reported results from its annual stockholder meeting. The Compensation Committee approved Long Term Performance Cash Awards for the 2023-2025 cycle under the Long Term Incentive Plan, increasing reported non-equity incentive compensation for named executives. CEO R. P. Feight received an LTIP cash award of $6,834,144, bringing his total compensation to $19,453,009.

For 2025, the company reports median employee annual total compensation of $98,350, resulting in a CEO pay ratio of 198 to 1. Stockholders elected all director nominees, approved on an advisory basis the company’s executive compensation, and ratified the selection of the independent auditors, each with substantial majorities of votes cast.

Positive

  • None.

Negative

  • None.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
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.
CEO LTIP Cash Award $6,834,144 Non-equity incentive plan compensation for 2023–2025 cycle
CEO total compensation $19,453,009 Annual total compensation for CEO R. P. Feight
Median employee compensation $98,350 Annual total compensation of median employee for 2025
CEO pay ratio 198 to 1 CEO compensation vs. median employee compensation for 2025
Say-on-pay votes For 432,025,578 shares Advisory approval of executive compensation
Auditor ratification votes For 459,284,605 shares Advisory vote to ratify independent auditors
Director votes For (Feight) 455,600,920 shares Election of director R. P. Feight
Long Term Incentive Plan financial
"for the 2023-2025 cycle under the Long Term Incentive Plan for the Named Executive Officers"
A long term incentive plan is a company program that awards executives and key employees bonuses—often in stock, options, or cash—only if the business meets multi-year performance goals. It links management pay to company results—like tying a coach’s bonus to a team’s multi-season record—so investors monitor it for how leaders are motivated, potential share dilution, and signals about the company’s long-term priorities.
Long Term Performance Cash Awards financial
"approved the Long Term Performance Cash Awards (the “LTIP Cash Awards”) for the 2023-2025 cycle"
Non-Equity Incentive Plan Compensation financial
"Named Executive Officer | Non-Equity Incentive Plan Compensation LTIP Cash Award | Total Compensation"
CEO Pay Ratio Disclosure regulatory
"CEO Pay Ratio Disclosure As required by Item 402(u) of Regulation S-K, we are providing the following information"
broker nonvotes regulatory
"Shares Voted “For” | Shares Voted “Against” | Abstentions | Broker Nonvotes"
Understanding 8-K Material Events →
false000007536200000753622026-04-272026-04-27

 

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 earliest event reported): April 27, 2026

 

 

PACCAR Inc

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-14817

91-0351110

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

777-106th Ave. N.E.

 

Bellevue, Washington

 

98004

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: 425 468-7400

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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 Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $1 par value

 

PCAR

 

The Nasdaq Stock Market

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Item 502(f). On April 27, 2026, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards (the “LTIP Cash Awards”) for the 2023-2025 cycle under the Long Term Incentive Plan for the Named Executive Officers identified in the Company’s March 18, 2026 proxy statement (the “Proxy Statement”). The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 26 of the Proxy Statement has been recalculated to include the LTIP Cash Awards as follows:

 

 

Named Executive Officer

Non-Equity Incentive Plan Compensation

LTIP Cash Award

 

Total Compensation

R. P. Feight

                                                      $6,834,144

$19,453,009

H. C. Schippers

                                                      $1,330,337

$5,037,791

B. J. Poplawski

                                                        $259,455

$2,164,812

K. D. Baney

                                                        $596,624

$3,761,067

C. M. Dozier

                                                      $1,187,393

$4,832,587

D. C. Siver

                                                      $1,117,362

$4,685,040

CEO Pay Ratio Disclosure

As required by Item 402(u) of Regulation S-K, we are providing the following information:

As permitted by SEC rules, the median employee utilized for 2025 is the same employee identified in 2023 because there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to this pay ratio disclosure. For 2025, our last completed fiscal year:

(a) The annual total compensation of PACCAR’s median employee (excluding Mr. Feight, our Chief Executive Officer) was $98,350;

(b) The annual total compensation of our Chief Executive Officer was $19,453,009; and

(c) The ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of PACCAR’s median employee was 198 to 1.

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

(a) The annual meeting of stockholders was held on April 28, 2026.

(b) The following is a brief description and vote count of all items voted on at the annual meeting:

Item No. 1. Election of directors.

The following persons were elected to serve as directors with a term expiring in 2027:

Nominee

Shares Voted “For”

Shares Voted
“Against”

Abstentions

Broker
Nonvotes

M. C. Pigott

450,432,465

             8,357,621

336,416

22,674,771

P. R. Breber

445,574,369

           12,992,828

559,305

22,674,771

A. J. Carnwath

437,365,459

           21,220,087

540,956

22,674,771

R. P. Feight

455,600,920

             3,207,187

318,395

22,674,771

K. S. Hachigian

436,005,585

           22,536,468

584,449

22,674,771

B. A. Hill

456,813,355

             1,740,493

572,654

22,674,771

B. B. Hulit

457,459,777

             1,111,380

555,345

22,674,771

J. M. Pigott

452,963,004

             5,891,164

272,334

22,674,771

L. A. S. Pretti

455,746,423

             2,839,115

540,964

22,674,771

G. Ramaswamy

455,629,161

             2,890,400

606,941

22,674,771

D. A. Scheiter

456,570,059

             1,972,331

584,112

22,674,771

M. A. Schulz

393,722,579

           63,686,066

1,717,857

22,674,771

 

 

 

 

 

 

 

Item No. 2. Advisory resolution to approve executive compensation.

Item No. 2 received the affirmative vote of a majority of the shares outstanding and entitled to vote on this item at the meeting.

Shares Voted
“For”

Shares Voted
“Against”


Abstentions

Broker
Nonvotes

432,025,578

 

25,777,225

1,323,699

22,674,771

 

Item No. 3. Advisory vote on the ratification of independent auditors.

Item No. 3 received the affirmative vote of a majority of the shares present and entitled to vote on this item at the meeting.

 

 

Shares Voted
“For”

Shares Voted
“Against”


Abstentions

Broker
Nonvotes

459,284,605

 

22,031,967

484,701

0

(c) Not applicable.

(d) Not applicable.

 

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.

 

 

 

PACCAR Inc

 

 

 

 

Date:

May 1, 2026

By:

/s/ M. K. Walton

 

 

 

M. K. Walton, Vice President and General Counsel

 

Source: View Original Filing on SEC EDGAR

FAQ

What LTIP Cash Awards did PACCAR (PCAR) executives receive for 2023-2025?

PACCAR’s Compensation Committee approved Long Term Performance Cash Awards for 2023–2025 under its Long Term Incentive Plan. CEO R. P. Feight received $6,834,144, while other named executives received awards ranging from $259,455 to $1,330,337 in non-equity incentive compensation.

What is PACCAR (PCAR) CEO R. P. Feight’s total compensation?

PACCAR reports CEO R. P. Feight’s annual total compensation as $19,453,009. This figure includes a Long Term Performance Cash Award of $6,834,144 for the 2023–2025 cycle, as well as salary and other compensation elements disclosed in the company’s proxy materials.

What is PACCAR (PCAR) 2025 CEO pay ratio?

For 2025, PACCAR’s CEO pay ratio is 198 to 1. The company calculates this by comparing CEO R. P. Feight’s annual total compensation of $19,453,009 to the median employee’s annual total compensation of $98,350, using the same median employee identified in 2023.

Did PACCAR (PCAR) stockholders approve executive compensation?

Yes. Stockholders approved PACCAR’s executive compensation in an advisory vote. The resolution received 432,025,578 shares voted "For," 25,777,225 "Against," and 1,323,699 abstentions, with 22,674,771 broker nonvotes recorded at the annual meeting held on April 28, 2026.

Were all PACCAR (PCAR) director nominees elected at the 2026 annual meeting?

All listed PACCAR director nominees were elected to terms expiring in 2027. Each nominee received substantially more "For" than "Against" votes; for example, CEO R. P. Feight received 455,600,920 "For" votes versus 3,207,187 "Against," plus broker nonvotes reported separately.

Did PACCAR (PCAR) stockholders ratify the independent auditors?

Stockholders ratified PACCAR’s independent auditors in an advisory vote. The proposal received 459,284,605 shares voted "For," 22,031,967 "Against," and 484,701 abstentions, with no broker nonvotes reported, indicating strong support among shares present and entitled to vote.

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