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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
caterpillarlogo.jpg
FORM8-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):October 9, 2024
CATERPILLAR INC.
(Exact name of registrant as specified in its charter)
Delaware1-76837-0602744
(State or other jurisdiction of incorporation)
 (Commission File Number)
 (I.R.S Employer Identification No.)
5205 N. O'Connor Blvd.Suite 100,Irving,Texas75039
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code:(972) 891-7700
Former name or former address, if changed since last report:N/A
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 classTrading Symbol (s)Name of each exchange which registered
Common Stock ($1.00 par value)CATThe New York Stock Exchange
5.3% Debentures due September 15, 2035CAT35The New York Stock Exchange
Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of
1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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.

Election of New Independent Director

On October 11, 2024, Caterpillar Inc. (the “Company”) announced that, on October 9, 2024, the Board of Directors (the “Board”) of the Company appointed Nazzic Keene to serve on the Board, effective November 1, 2024. In addition to serving as a Board member, Ms. Keene will serve as a member of the Board’s Nominating & Governance Committee and Compensation & Human Resources Committee.

The compensation for Ms. Keene will be consistent with the standard compensatory agreement for non-employee directors described in the Company’s most recent proxy statement filed with the Securities and Exchange Commission on April 29, 2024, under the heading “Director Compensation.”

A copy of the Company’s press release announcing the election of Ms. Keene is attached as Exhibit 99.1 to this Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(d)Exhibits:
The following is furnished as an exhibit to this report:
99.1
104The 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.
October 11, 2024By:/s/ Derek Owens
Derek Owens
Chief Legal Officer and General Counsel




Exhibit 99.1

image_1a.jpg image_0a.jpg
Caterpillar contact:
Tiffany Heikkila
Global Government & Corporate Affairs
Mobile: 832-573-0958
Tiffany.Heikkila@cat.com


FOR IMMEDIATE RELEASE


Caterpillar Announces Appointment of New Independent Director
Nazzic Keene to Join the Board

IRVING, TX, Oct. 11, 2024 - Caterpillar Inc. (NYSE: CAT) today announced that Nazzic S. Keene, former chief executive officer of Science Applications International Corporation (SAIC), has been appointed to the Caterpillar board of directors, effective Nov. 1. Keene will serve on Caterpillar’s Nominating & Governance Committee and Compensation & Human Resources Committee.

“We are pleased to welcome a leader of such high caliber to our board,” said Caterpillar Chairman and CEO Jim Umpleby. “With Nazzic’s leadership history of driving growth and change in the information technology industry, Caterpillar is well positioned to help our customers build a better, more sustainable world and deliver long-term profitable growth.”

Keene, 63, retired in 2023 after four years as CEO and a director of SAIC, a multi-billion-dollar global company engaged in integrating information technology systems that manage engineering, large-scale IT modernization, and security, logistics, simulation and data analytics for government bodies. She was appointed to the position of CEO and elected as a director after having served as Chief Operating Officer of SAIC from 2017 to 2019 and as the President of Global Markets & Missions from 2013 to 2017. Ms. Keene is currently a director of Automatic Data Processing Inc. and ITT Inc.

# # #

About Caterpillar
With 2023 sales and revenues of $67.1 billion, Caterpillar Inc. is the world’s leading manufacturer of construction and mining equipment, off-highway diesel and natural gas engines, industrial gas turbines and diesel-electric locomotives. For nearly 100 years, we’ve been helping customers build a better, more sustainable world and are committed and contributing to a reduced-carbon future. Our innovative products and services, backed by our global dealer network, provide exceptional value that helps customers succeed. Caterpillar does business on every continent, principally operating through three primary segments – Construction Industries,


Resource Industries and Energy & Transportation – and providing financing and related services through our Financial Products segment. Visit us at caterpillar.com or join the conversation on our social media channels at caterpillar.com/en/news/social-media.html.

Forward-Looking Statements
Certain statements in this press release relate to future events and expectations and are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “forecast,” “target,” “guide,” “project,” “intend,” “could,” “should” or other similar words or expressions often identify forward-looking statements. All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee future performance and speak only as of the date they are made, and we do not undertake to update our forward-looking statements.

Caterpillar’s actual results may differ materially from those described or implied in our forward-looking statements based on a number of factors, including, but not limited to: (i) global and regional economic conditions and economic conditions in the industries we serve; (ii) commodity price changes, material price increases, fluctuations in demand for our products or significant shortages of material; (iii) government monetary or fiscal policies; (iv) political and economic risks, commercial instability and events beyond our control in the countries in which we operate; (v) international trade policies and their impact on demand for our products and our competitive position, including the imposition of new tariffs or changes in existing tariff rates; (vi) our ability to develop, produce and market quality products that meet our customers’ needs; (vii) the impact of the highly competitive environment in which we operate on our sales and pricing; (viii) information technology security threats and computer crime; (ix) inventory management decisions and sourcing practices of our dealers and our OEM customers; (x) a failure to realize, or a delay in realizing, all of the anticipated benefits of our acquisitions, joint ventures or divestitures; (xi) union disputes or other employee relations issues; (xii) adverse effects of unexpected events; (xiii) disruptions or volatility in global financial markets limiting our sources of liquidity or the liquidity of our customers, dealers and suppliers; (xiv) failure to maintain our credit ratings and potential resulting increases to our cost of borrowing and adverse effects on our cost of funds, liquidity, competitive position and access to capital markets; (xv) our Financial Products segment’s risks associated with the financial services industry; (xvi) changes in interest rates or market liquidity conditions; (xvii) an increase in delinquencies, repossessions or net losses of Cat Financial’s customers; (xviii) currency fluctuations; (xix) our or Cat Financial’s compliance with financial and other restrictive covenants in debt agreements; (xx) increased pension plan funding obligations; (xxi) alleged or actual violations of trade or anti-corruption laws and regulations; (xxii) additional tax expense or exposure, including the impact of U.S. tax reform; (xxiii) significant legal proceedings, claims, lawsuits or government investigations; (xxiv) new regulations or changes in financial services regulations; (xxv) compliance with environmental laws and regulations; (xxvi) catastrophic events, including global pandemics such as the COVID-19 pandemic; and (xxvii) other factors described in more detail in Caterpillar’s Forms 10-Q, 10-K and other filings with the Securities and Exchange Commission.

v3.24.3
Cover Page Cover Page
Oct. 09, 2024
Entity Information [Line Items]  
Document Type 8-K
Document Period End Date Oct. 09, 2024
Entity Registrant Name CATERPILLAR INC.
Entity Incorporation, State or Country Code DE
Entity File Number 1-768
Entity Tax Identification Number 37-0602744
Entity Address, Address Line One 5205 N. O'Connor Blvd.
Entity Address, Address Line Two Suite 100,
Entity Address, City or Town Irving,
Entity Address, State or Province TX
Entity Address, Postal Zip Code 75039
City Area Code (972)
Local Phone Number 891-7700
Written Communications false
Soliciting Material false
Pre-commencement Tender Offer false
Pre-commencement Issuer Tender Offer false
Entity Emerging Growth Company false
Entity Central Index Key 0000018230
Amendment Flag false
Common Stock  
Entity Information [Line Items]  
Title of 12(b) Security Common Stock ($1.00 par value)
Trading Symbol CAT
Security Exchange Name NYSE
5.3% Debentures Due September 15, 2035  
Entity Information [Line Items]  
Title of 12(b) Security 5.3% Debentures due September 15, 2035
Trading Symbol CAT35
Security Exchange Name NYSE
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