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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549
cumminslogoa03.jpg
FORM 8-K
 
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report:  February 12, 2024

 
  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
(Principal Executive Office) (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 (see General Instruction A.2. below):
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 5.02.    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)

On February 12, 2024, Cummins Inc. (the “Company”) elected John H. Stone, President and Chief Executive Officer of Allegion plc, as a director of the Company to serve until the Company’s next annual meeting of shareholders. The Company’s board of directors has determined that Mr. Stone is independent under the rules of the New York Stock Exchange and the rules and regulations of the U.S. Securities Exchange Act of 1934, as amended. Mr. Stone has been appointed to serve on the Board of Director's Audit Committee, Safety, Environment and Technology Committee, and the Governance and Nominating Committee.

Mr. Stone will participate in the Company’s standard non-employee director compensation policies and programs as described under “Director Compensation” in the Company’s 2023 Proxy Statement filed with the U.S. Securities and Exchange Commission on March 27, 2023.

The Company’s press release with respect to this matter is attached as Exhibit 99 and incorporated herein by reference.
Item 9.01.    Financial Statement and Exhibits.

(d)    Exhibits. - The exhibits below are filed herewith:

Exhibit Index
Exhibit No. Description
Exhibit 104 Cover Page Interactive Data File (the cover page Interactive Data File is embedded within the Inline XBRL document).

























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: February 12, 2024
 
CUMMINS INC.
/s/ NICOLE Y. LAMB-HALE
Nicole Y. Lamb-Hale
Vice President, Chief Legal Officer & Corporate Secretary


EX-99 2 ex99pressreleasefebruary12.htm EX-99 Document

EXHIBIT 99
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Contact:
Jon Mills – Director, External Communications
317-658-4540
jon.mills@cummins.com

Feb. 12, 2024

For Immediate Release

Cummins elects John H. Stone to its Board of Directors
COLUMBUS, INDIANA – Today, Cummins Inc. (NYSE: CMI) announced the election of John H. Stone to its Board of Directors.
“I am delighted to welcome John to our Board of Directors,” said Jennifer Rumsey, Chair and CEO, Cummins Inc. “John joins our board with deep expertise in our industry and leading strategic, technology-led growth and expansion initiatives, which will be an asset to us as we continue to execute our growth strategy and lead our industry through the energy transition.”
Stone is currently the President and Chief Executive Officer of Allegion – a global company that specializes in security and access around doors and adjacent areas. He is responsible for the strategic direction of Allegion and its global businesses, including delivering superior shareholder value, investing and executing on core growth initiatives, and advancing the company’s vision of seamless access and a safer world.
Prior to working at Allegion, Stone had a 20-year career at Deere & Company, where he rose to the role of President of the Worldwide Construction, Forestry and Power Systems business. He also held other leadership positions at Deere & Company, including Head of the Intelligent Solutions Group; Vice President, Corporate Strategy & Business Development; Global Director, Utility Tractor Product Line; and General Manager, John Deere Ningbo (China) Works. Other highlights from Stone’s diverse career include roles in Six Sigma and Quality at General Electric and service as an infantry officer in the United States (U.S.) Army.

About Cummins Inc.
Cummins Inc., a global power leader, is a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions. The company’s products range from diesel, natural gas, electric and hybrid powertrains and powertrain-related components including filtration, aftertreatment, turbochargers, fuel systems, controls systems, air handling systems, automated transmissions, axles, drivelines, brakes, suspension systems, electric power generation systems, batteries, electrified power systems, electric powertrains, hydrogen production and fuel cell products. Headquartered in Columbus, Indiana (U.S.), since its founding in 1919, Cummins employs approximately 73,600 people committed to powering a more prosperous world through three global corporate responsibility priorities critical to healthy communities: education, environment and equality of opportunity.



Cummins serves its customers online, through a network of company-owned and independent distributor locations, and through thousands of dealer locations worldwide and earned about $2.2 billion on sales of $28.1 billion in 2022. See how Cummins is powering a world that's always on by accessing news releases and more information at https://www.cummins.com/always-on.
Forward-looking disclosure statement
Information provided in this release that is not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our forecasts, guidance, preliminary results, expectations, hopes, beliefs and intentions on strategies regarding the future. These forward-looking statements include, without limitation, statements relating to our plans and expectations for our revenues, EBITDA and agreement in principle to settle regulatory proceedings regarding our emissions certification and compliance process for pick-up truck applications. Our actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to: any adverse consequences resulting from entering into the Agreement in Principle, including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions; increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world; changes in international, national and regional trade laws, regulations and policies; changes in taxation; global legal and ethical compliance costs and risks; evolving environmental and climate change legislation and regulatory initiatives; future bans or limitations on the use of diesel-powered products; failure to successfully integrate and / or failure to fully realize all of the anticipated benefits of the acquisition of Meritor, Inc.; raw material, transportation and labor price fluctuations and supply shortages; any adverse effects of the conflict between Russia and Ukraine and the global response (including government bans or restrictions on doing business in Russia); aligning our capacity and production with our demand; the actions of, and income from, joint ventures and other investees that we do not directly control; large truck manufacturers' and original equipment manufacturers' customers discontinuing outsourcing their engine supply needs or experiencing financial distress, or change in control; product recalls; variability in material and commodity costs; the development of new technologies that reduce demand for our current products and services; lower than expected acceptance of new or existing products or services; product liability claims; our sales mix of products; uncertainties and risks related to timing and potential value to both Atmus Filtration Technologies Inc. (Atmus) and Cummins of the planned final separation of Atmus, including business, industry and market risks, as well as the risks involving the anticipated favorable tax treatment if there is a significant delay in the completion of the envisioned final separation; our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures and related uncertainties of entering such transactions; increasing interest rates; challenging markets for talent and ability to attract, develop and retain key personnel; climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas regulations or other legislation designed to address climate change; exposure to potential security breaches or other disruptions to our information technology environment and data security; political, economic and other risks from operations in numerous countries including political, economic and social uncertainty and the evolving globalization of our business; competitor activity; increasing competition, including increased global competition among our customers in emerging markets; failure to meet environmental, social and governance (ESG) expectations or standards, or achieve our ESG goals; labor relations or work stoppages; foreign currency exchange rate changes; the performance of our pension plan assets and volatility of discount rates; the price and availability of energy; continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and other risks detailed from time to time in our SEC filings, including particularly in the Risk Factors section of our 2022 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this release and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise.



More detailed information about factors that may affect our performance may be found in our filings with the SEC, which are available at http://www.sec.gov or at http://www.cummins.com in the Investor Relations section of our website.