UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 17, 2009
CUMMINS INC.
(Exact name of registrant as specified in its charter)
Indiana (State or other Jurisdiction of Incorporation) |
1-4949 (Commission File Number) |
35-0257090 (I.R.S. Employer Identification No.) |
500 Jackson Street
P. O. Box 3005
Columbus, IN 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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.03 Amendments to Articles of Incorporation or Bylaws
On July 14, 2009, the Board of Directors (the Board) of Cummins Inc. (the Company) approved amended and restated By-Laws (the Amended By-Laws) of the Company, to be effective on July 14, 2009, in response to changes in Indiana business law and other developments in corporate governance law and practice. The changes included in the Amended By-Laws do the following:
Preserve the Companys current unclassified board
structure by opting out of the staggered director terms otherwise mandated
by Indiana Code Section 23-1-33-6(c), which became effective July 1, 2009
(changes in Section 2.1 of the Amended By-Laws);
Require shareholder nominees to provide
additional information concerning their background and qualifications and
to undertake to remain free of certain commitments and conflicts (changes
in Section 2.12 of the Amended By-Laws);
Lengthen the advance notice required for
shareholder nominations from 90 days to 160 days to allow adequate time to
comply with procedures for such nominations expected to be part of rules
adopted by the Securities and Exchange Commission (changes in Section 2.11
of the Amended By-Laws);
Modernize and otherwise enhance the procedures
for conducting shareholder meetings by, among other things, specifying the
duties of the inspector of elections and the types of rules and procedures
that may be established for such meetings (changes in Sections 1.10, 1.12
and 1.13 of the Amended By-Laws);
Remove the requirement that the Companys Chief Executive Officer also be a director (change in Section 4.2 of the Amended By-Laws);
The foregoing description of the changes reflected in the Amended By-Laws does not purport to be complete and is qualified in its entirety by reference to the copy of the Amended By-Laws filed as Exhibit 3.1 to this Current Report on Form 8-K, which is incorporated herein by reference.
Item 8.01 Other Events
On July 14, 2009, the Board revised the Companys Corporate Governance Principles to reflect the Companys current practices and policies with respect to various corporate governance matters. The revisions included the following:
Updates to the independence requirements for the
Board mandating that a substantial majority of directors be independent
and conforming the independence standards to a recent change in the New
York Stock Exchange independence requirements;
The foregoing description of the revisions to the Corporate Governance Principles does not purport to be complete and is qualified in its entirety by reference to the copy of the revised Corporate Governance Principles filed as Exhibit 99.1 to this Current Report on Form 8-K, which is incorporated herein by reference. The revised Corporate Governance Principles also are available on the Companys website at www.cummins.com. No portion of this website is incorporated by reference into this Current Report on Form 8-K.
Item 9.01. Financial Statements and Exhibits.
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The following exhibit is furnished herewith:
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Exhibit 3.1-Red-lined version of the Bylaws
Exhibit 99.1-Revised Corporate Governance Principles
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: July 17, 2009
CUMMINS INC.
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______________________________ Marsha L. Hunt Vice President - Corporate Controller (Principal Accounting Officer) |
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