UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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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 26, 2021, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards (“LTIP Cash Awards”) for the 2018-2020 cycle under the Long Term Incentive Plan for the Named Executive Officers identified in the Company’s March 16, 2021 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 |
$ | 461,160 | $ | 8,770,878 | ||||
| H. C. Schippers |
$ | 1,474,880 | $ | 5,793,710 | ||||
| M. T. Barkley |
$ | 557,852 | $ | 2,791,381 | ||||
| T. K. Quinn |
$ | 576,656 | $ | 3,182,777 | ||||
| D. C. Siver |
$ | 643,600 | $ | 3,283,288 | ||||
CEO Pay Ratio Disclosure
As required by Item 402(u) of Regulation S-K, we are providing the following information:
For 2020, our last completed fiscal year:
| a) | the annual total compensation of PACCAR’s median employee (excluding Mr. Feight, our Chief Executive Officer) was $78,950; |
| b) | the annual total compensation of our Chief Executive Officer was $8,770,878; 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 111 to 1. |
Methodology for Determining Our Median Employee and Annual Total Compensation
To identify the median of the annual total compensation of all our employees and to determine the annual total compensation (and any elements of annual total compensation) of our median employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows:
| 1. | As of October 1, 2020, our employee population consisted of approximately 23,000 individuals working at our parent company and subsidiaries located in the United States, Europe (primarily in Belgium, England and the Netherlands), Mexico, Canada, Australia and in various other countries. |
We selected October 1, 2020, to allow sufficient time to identify the median employee given the size and global scope of our operations.
| 2. | We annualized the compensation for any employees who were not employed by us for the full nine-month period ending on September 30, 2020. |
| 3. | We then identified and calculated the elements of our median employee’s compensation for fiscal 2020 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $78,950. The median employee’s annual total compensation includes all elements of compensation reported in the Summary Compensation Table. |
| 4. | For the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of the Summary Compensation Table. |
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders was held on April 27, 2021.
(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 2022:
| Nominee |
Shares Voted “For” |
Shares Voted “Against” |
Abstentions | Broker Nonvotes | ||||||
| M. C. Pigott |
293,574,350 | 9,888,335 | 298,467 | 0 | ||||||
| A. J. Carnwath |
289,552,313 | 13,903,982 | 304,857 | 0 | ||||||
| F. L. Feder |
296,215,401 | 7,236,765 | 308,986 | 0 | ||||||
| R. P. Feight |
299,552,750 | 3,859,519 | 348,883 | 0 | ||||||
| B. E. Ford |
299,658,055 | 3,798,793 | 304,304 | 0 | ||||||
| K. S. Hachigian |
294,655,676 | 8,796,725 | 308,751 | 0 | ||||||
| R. C. McGeary |
283,565,994 | 19,889,138 | 306,020 | 0 | ||||||
| J. M. Pigott |
297,183,502 | 6,371,372 | 206,278 | 0 | ||||||
| G. Ramaswamy |
302,924,795 | 486,178 | 350,179 | 0 | ||||||
| M. A. Schulz |
288,568,003 | 14,436,870 | 756,279 | 0 | ||||||
| G. M. E. Spierkel |
288,900,049 | 14,564,153 | 296,950 | 0 | ||||||
Item No. 2. Stockholder proposal to eliminate supermajority voting provisions.
Item No. 2 received the affirmative vote of a majority of the shares present and entitled to vote at the meeting.
| Shares Voted |
Shares Voted |
Abstentions |
Broker | |||
| 195,056,113 |
102,675,717 | 6,029,322 | 0 |
(c) Not applicable.
(d) Not applicable.
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 30, 2021 | By: | /s/ M. K. Walton | ||||
| M. K. Walton Vice President and General Counsel | ||||||