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 25, 2022
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 Avenue NE, Bellevue, WA 98004
(Address of principal executive offices) (Zip Code)
Registrant’s telephone number, including area code (425) 468-7400
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.):
| ☐ | 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 |
Name of each exchange | ||
| 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 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).
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 5.02(f). On April 25, 2022, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards (“LTIP Cash Awards”) for the 2019-2021 cycle under the Long Term Incentive Plan for the Named Executive Officers identified in the Company’s March 15, 2022 proxy statement (“Proxy Statement”). The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 25 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 |
$ | 864,990 | $ | 12,800,753 | ||||
| H. C. Schippers |
$ | 1,035,760 | $ | 6,295,730 | ||||
| M. T. Barkley |
$ | 549,408 | $ | 2,778,126 | ||||
| C. M. Dozier |
$ | 377,370 | $ | 3,056,071 | ||||
| D. C. Siver |
$ | 512,800 | $ | 2,845,987 | ||||
CEO Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are providing the following information:
As permitted by the SEC rules, the median employee utilized for 2021 is the same employee identified in 2020 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 2021, our last completed fiscal year:
| a) | the annual total compensation of PACCAR’s median employee (excluding Mr. Feight, our Chief Executive Officer) was $76,395; |
| b) | the annual total compensation of our Chief Executive Officer was $12,800,753; 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 168 to 1. |
Item 5.03. Amendments to Articles of Incorporation or Bylaws
On December 7, 2021, upon the recommendation of the Board’s Nominating and Governance Committee, which is comprised entirely of independent directors, the Board of Directors approved, and recommended for approval by the stockholders, an amendment to our Amended and Restated Certificate of Incorporation to eliminate supermajority vote provisions. On April 26, 2022, our stockholders approved the amendment to our Amended and Restated Certificate of Incorporation, effective upon filing with the Secretary of State of Delaware.
The foregoing summary is qualified by reference to the full text of the Certificate of Amendment of Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3(i).
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders was held on April 26, 2022.
(b) 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 2023:
| Nominee |
Shares Voted “For” |
Shares Voted “Against” |
Abstentions | Broker Nonvotes |
||||||||||||
| M. C. Pigott |
292,938,331 | 12,156,838 | 234,843 | 0 | ||||||||||||
| A. J. Carnwath |
289,870,497 | 15,286,466 | 173,049 | 0 | ||||||||||||
| F. L. Feder |
295,623,400 | 9,521,354 | 185,258 | 0 | ||||||||||||
| R. P. Feight |
299,847,262 | 5,219,471 | 263,279 | 0 | ||||||||||||
| B. E. Ford |
294,064,350 | 11,095,950 | 169,712 | 0 | ||||||||||||
| K. S. Hachigian |
294,703,549 | 10,362,905 | 263,558 | 0 | ||||||||||||
| R. C. McGeary |
280,743,973 | 24,331,439 | 254,600 | 0 | ||||||||||||
| J. M. Pigott |
297,493,951 | 7,674,366 | 161,695 | 0 | ||||||||||||
| G. Ramaswamy |
301,841,344 | 3,272,981 | 215,687 | 0 | ||||||||||||
| M. A. Schulz |
275,218,964 | 29,505,692 | 605,356 | 0 | ||||||||||||
| G. M. E. Spierkel |
282,812,497 | 22,287,765 | 229,750 | 0 | ||||||||||||
Item No. 2. Amendment to Amended and Restated Certificate of Incorporation to eliminate supermajority vote provisions.
Item No. 2 received the affirmative vote of more than two-thirds of the shares outstanding and entitled to vote at the meeting.
| Shares Voted |
Shares Voted “Against” |
Abstentions |
Broker | |||
| 297,280,943 | 5,238,242 | 2,810,827 | 0 |
Item No. 3. Stockholder proposal to reduce special meeting threshold.
Item No. 3 did not receive the affirmative vote of a majority of the shares present and entitled to vote at the meeting.
| Shares Voted |
Shares Voted “Against” |
Abstentions |
Broker | |||
| 91,720,010 | 212,435,527 | 1,174,475 | 0 |
(c) Not applicable.
(d) Not applicable.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits.
The following is furnished as an Exhibit to this Report.
| Exhibit Number |
Description | |
| 3(i) | Certificate of Amendment of Amended and Restated Certificate of Incorporation | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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: April 29, 2022 | By: | /s/ M. K. Walton | ||||
| M. K. Walton Vice President and General Counsel | ||||||
Exhibit 3(i)
CERTIFICATE OF AMENDMENT
OF
AMENDED AND RESTATED CERTIFICATE OF INCORPORATION
OF
PACCAR INC
PACCAR Inc, a corporation organized and existing under the General Corporation Law of the State of Delaware (the “Corporation”), does hereby certify:
1. The Amended and Restated Certificate of Incorporation of the Corporation is amended as follows:
| A. | Article Seventh is amended to read as follows: |
“SEVENTH: The affirmative vote of holders of a majority of the outstanding shares of stock entitled to vote shall be necessary for the following corporate actions:
| 1. | Amendment of this Certificate of Incorporation; |
| 2. | Adoption of an agreement of merger or consolidation; |
| 3. | The sale, lease or exchange of all or substantially all of the Corporation’s property and assets; |
| 4. | Dissolution of the Corporation; and |
| 5. | Approval of a stockholder action to make, alter or repeal the Bylaws” |
| B. | Article Eighth is amended to read as follows: |
“EIGHTH: If any “Unfriendly Suitor” (as described below, hereafter “Suitor”) becomes the beneficial owner after the record date for the 1986 stockholders’ meeting, directly or indirectly, of twenty percent (20%) or more of the outstanding shares of stock of the Corporation, then in addition to the voting requirement for any transactions described in paragraphs 2, 3 or 4 of Article SEVENTH (each called “a Business Combination”), the following shall also be necessary:
| 1. | The cash, or fair market value of other consideration, to be received per share by stockholders of the Corporation in any Business Combination in which the Suitor has a direct or indirect material interest, other than solely as a Stockholder of the Corporation, shall not be less than the highest per share price (including brokerage commissions and/or soliciting dealers’ fees) paid by the Suitor in acquiring any of its holdings of the Corporation’s common stock. |
| 2. | The Suitor shall not have received the benefit, directly or indirectly of any loans, advances, guarantees, pledges or other financial assistance or tax benefits provided by the Corporation. |
The term Suitor includes any person, corporation, or affiliate and any party with which the Suitor has a direct or indirect agreement, understanding or arrangement for the purpose of acquiring, holding or voting stock of the Corporation.
The affirmative vote of a majority of the outstanding shares of stock entitled to vote, other than stock held by the Suitor, shall be necessary to amend this Article EIGHTH.”
2. The amendments were duly proposed and declared advisable by the Corporation’s Board of Directors and adopted by the Corporation’s stockholders in accordance with the provisions of Section 242 of the General Corporation Law of the State of Delaware.