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 24, 2023, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards (“LTIP Cash Awards”) for the 2020-2022 cycle under the Long Term Incentive Plan for the Named Executive Officers identified in the Company’s March 15, 2023 proxy statement (“Proxy Statement”). The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 26 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 |
$ | 3,294,000 | $ | 13,255,737 | ||||
H. C. Schippers |
$ | 1,462,340 | $ | 6,291,958 | ||||
M. T. Barkley |
$ | 648,736 | $ | 2,825,477 | ||||
C. M. Dozier |
$ | 594,000 | $ | 2,722,015 | ||||
D. C. Siver |
$ | 636,680 | $ | 2,795,052 |
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 2022 is the same employee identified in 2021 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 2022, our last completed fiscal year:
(a) | The annual total compensation of PACCAR’s median employee (excluding Mr. Feight, our Chief Executive Officer) was $84,035; |
(b) | The annual total compensation of our Chief Executive Officer was $13,255,737; 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 158 to 1. |
Item 5.07. Submission of Matters to a Vote of Security Holders
(a) The annual meeting of stockholders was held on April 25, 2023.
(b) The 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 2024:
Nominee |
Shares Voted “For” |
Shares Voted “Against” |
Abstentions | Broker Nonvotes |
||||||||||||
M. C. Pigott |
421,946,316 | 20,126,002 | 3,297,269 | 24,587,915 | ||||||||||||
A. J. Carnwath |
418,656,996 | 23,328,754 | 3,383,837 | 24,587,915 | ||||||||||||
F. L. Feder |
435,201,307 | 6,784,325 | 3,383,955 | 24,587,915 | ||||||||||||
R. P. Feight |
434,222,881 | 7,968,344 | 3,178,362 | 24,587,915 | ||||||||||||
K. S. Hachigian |
429,014,267 | 13,040,881 | 3,314,439 | 24,587,915 | ||||||||||||
B. B. Hulit |
437,600,352 | 4,532,700 | 3,236,535 | 24,587,915 | ||||||||||||
R. C. McGeary |
424,798,031 | 17,270,507 | 3,301,049 | 24,587,915 | ||||||||||||
C. A. Niekamp |
437,567,804 | 4,527,978 | 3,273,805 | 24,587,915 | ||||||||||||
J. M. Pigott |
428,304,141 | 14,026,525 | 3,038,921 | 24,587,915 | ||||||||||||
G. Ramaswamy |
438,367,053 | 3,727,034 | 3,275,500 | 24,587,915 | ||||||||||||
M. A. Schulz |
371,261,363 | 70,800,629 | 3,307,595 | 24,587,915 | ||||||||||||
G. M. E. Spierkel |
409,461,061 | 32,600,636 | 3,307,890 | 24,587,915 |
Item No. 2. Advisory resolution to approve executive compensation.
Item No. 2 received the affirmative vote of a majority of the shares outstanding and entitled to vote at the meeting.
Shares Voted |
Shares Voted |
|
Broker | |||
414,376,611 | 27,167,015 | 3,825,961 | 24,587,915 |
Item No. 3. Advisory vote on the frequency of executive compensation votes.
One Year received the highest number of affirmative votes of the shares present and entitled to vote at the meeting.
Shares Voted For One Year |
Shares Voted For Two Years |
Shares Voted For Three Years |
|
Broker | ||||
282,357,444 | 2,904,248 | 153,718,597 | 6,389,298 | 24,587,915 |
Item No. 4. Advisory vote on the ratification of independent auditors.
Item No. 4 received the affirmative vote of a majority of the shares present and entitled to vote at the meeting.
Shares Voted |
Shares Voted |
|
Broker | |||
450,466,704 | 16,216,948 | 3,273,850 | 0 |
Item No. 5. Stockholder proposal regarding ratification of executive termination pay.
Item No. 5 did not receive the affirmative vote of a majority of the shares present and entitled to vote at the meeting.
Shares Voted |
Shares Voted |
|
Broker | |||
211,791,591 | 226,430,665 | 7,147,331 | 24,587,915 |
Item No. 6. Stockholder proposal regarding a report on climate-related policy engagement.
Item No. 6 did not receive the affirmative vote of a majority of the shares present and entitled to vote at the meeting.
Shares Voted |
Shares Voted |
|
Broker | |||
205,510,691 | 227,754,064 | 12,104,832 | 24,587,915 |
(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 28, 2023 | By: | /s/ M. K. Walton | ||||
M. K. Walton Vice President and General Counsel |