SEC Filings


8-K
CUMMINS INC filed this Form 8-K on 02/13/2019
Entire Document
 


Section 1.5 Voting.  Except as otherwise provided by the Indiana Business Corporation Law or the Corporation's Restated Articles of Incorporation, each share of the capital stock of any class of the Corporation that is outstanding at the record date established for any annual or special meeting of shareholders and is outstanding at the time of and represented in person or by proxy at the annual or special meeting, shall entitle the record holder thereof, or the record holder's proxy, to one (1) vote on each matter voted on at the meeting.
Section 1.6 Quorum.  Unless the Corporation's Restated Articles of Incorporation or the Indiana Business Corporation Law provides otherwise, at all meetings of shareholders a majority of the votes entitled to be cast on a matter, represented in person or by proxy, constitutes a quorum for action on the matter.  Action may be taken at a shareholders' meeting only on matters with respect to which a quorum exists; provided, however, that any meeting of shareholders, including annual and special meetings and any adjournments thereof, may be adjourned to a later date although less than a quorum is present.  Once a share is represented for any purpose at a meeting, it is deemed present for quorum purposes for the remainder of the meeting and for any adjournment of that meeting unless a new record date is or must be set for that adjourned meeting.
Section 1.7 Vote Required to Take Action; Majority Voting in Director Elections.
(a) If a quorum exists as to a matter to be considered at a meeting of shareholders, action on such matter (other than the election of Directors) is approved if the votes properly cast favoring the action exceed the votes properly cast opposing the action, except as the Corporation's Restated Articles of Incorporation or the Indiana Business Corporation Law require a greater number of affirmative votes.
(b) The election of Directors by the shareholders shall be determined as follows:
(i)
Majority Voting Standard.  Each Director to be elected by shareholders shall be elected if a majority of the votes cast with respect to that Director's election at any meeting for the election of Directors at which a quorum is present are cast in favor of such Director's election.  For purposes of the preceding sentence, a majority of the votes cast shall mean the number of shares voted "for" a nominee's election exceeds the number of votes cast "against" that nominee's election (with "abstentions" and "broker nonvotes" not counted as a vote cast either "for" or "against" that nominee's election).
(ii)
Contested Elections.  If the number of nominees for Director exceeds the number of Directors to be elected, (A) shareholders will not be permitted to vote "against" a nominee for Director and (B) Directors shall be elected by a plurality of the votes represented in person or by proxy and entitled to vote on such election of Directors.
(iii)
Effect of Failure to Receive Required Vote.  If an incumbent Director nominee fails to receive the required vote, the Director's term shall end at the
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