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, Indiana47202-3005
(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, 138,257,420shares 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.
