CUMMINS INC

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

​

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

​

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

​

☐

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

​

☒

Definitive Proxy Statement

​

☐

Definitive Additional Materials

​

☐

Soliciting Material under §240.14a-12

​

CUMMINS INC.

​

(Name of Registrant as Specified In Its Charter)

​

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

​

☐

Fee paid previously with preliminary materials.

​

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11

​

Letter from our Chair and CEO

To our Cummins Shareholders:

As I reflect back on 2023, I am incredibly proud of what Cummins and our employees accomplished for our stakeholders, and I feel energized about the opportunities ahead for us as we continue to demonstrate our relentless focus on being a global leader in clean energy technology and innovation.

Power makes progress: Celebrating a banner year for Cummins

Last year, we made significant progress in achieving our Destination Zero strategy, and it continues to be clear that our dual-path approach to reducing the greenhouse gas and air quality impacts of our products is the right approach to meet our customers’ needs today and continue to grow our business and impact. We did this by advancing our core business as well as developing new, zero-emissions solutions through Accelera by Cummins TM.

Achieved key advances in our core business. In 2023, we committed to investing more than $1 billion across our U.S. engine manufacturing network to support the industry’s first fuel agnostic engine platforms, and we unveiled the X10 fuel agnostic series, launching in North America in 2026. Additionally, we initiated several collaborations with our natural gas X15 engine (X15N), the industry’s first natural gas engine designed specifically for heavy-duty and on-highway truck applications, offering OEMs and end-users the opportunity to realize reductions in nitrous oxides and greenhouse gas without compromising performance. A similar 15-liter natural gas platform has been in use globally in markets like China since 2022, with close to 30,000 production units and more than 2 billion real world miles accumulated to date. The X15N is now available for purchase in North America.

Paved the way through Accelera. In March we launched a unique brand, Accelera by Cummins, for our business focused on zero-emissions solutions. In September, we announced a joint venture with Daimler Trucks and Buses, PACCAR and EVE Energy to accelerate and localize battery cell production and the battery supply chain in the U.S. And in January, we announced the selection of Marshall County, Mississippi, for the 21-gigawatt hour factory, which is expected to begin producing battery cells in 2027 and create more than 2,000 U.S. manufacturing jobs by 2030. Accelera also reached a further milestone in 2023 with electrolyzer order backlog totaling more than 500MW. To meet the growing electrolyzer demand, we began production at our first U.S. manufacturing location for electrolyzers in our Cummins Power Generation facility in Fridley, Minnesota.

Delivered record operational performance. Due to our employees’ hard work and the continued high demand for our products globally, we achieved record 2023 full-year revenues of $34.1 billion, 21 percent higher than 2022, and record operating cash flow of $4.0 billion, a significant increase from $2.0 billion achieved in 2022. Additionally, last year marked the 14th consecutive year that we increased our shareholder dividends, returning $921 million.

Demonstrated continued commitment to people, communities and the planet. Last year, we received several prestigious honors, recognizing our commitment to being a conscientious corporate citizen for all our stakeholders, both internally and in the communities we serve. We were featured on Ethisphere’s World’s Most Ethical Companies list, S&P Dow Jones Sustainability World Index, and the S&P Dow Jones Sustainability North America Index. In addition, we received numerous accolades recognizing our ongoing efforts to foster caring and inclusive environments in which all employees and innovation thrive, including: named one of 66 companies on America’s Top Corporations for Women’s Business Enterprises in 2023; National Association of Corporate Directors 2023 Diversity, Equity and Inclusion Award; 2023 best place to work for disability inclusion; Military Friendly Employer; Top Hispanic Employer by DiversityComm magazine; Financial Times Diversity Leaders list in Europe; and a perfect score of 100 on the 2023-2024 Corporate Equality Index. In 2023, we also achieved a global Every Employee Every Community (EEEC) – our program to enable each employee to use at least four work hours to engage in their communities – participation rate of 77% for the full year, surpassing our target of 75%. This represents nearly 60,000 Cummins employees across the world who volunteered 332,000 hours, organized 10,800 community events, and partnered with 3,300 nonprofits.

Power onward: Continuing our progress in 2024 and beyond

Our focus in 2024 is about continuous improvement and flawless execution that keeps us ahead of the competition and enables us to deliver innovative products that are better for our customers, our communities and our environment. No one is better positioned to do this than Cummins, and here’s how we’ll do it.

Delivering strong returns to you, our shareholders. We are committed to delivering cycle-over-cycle improvement in financial performance, and we are in a strong position to keep investing in the future, bringing new technologies to power our customers’ success around the world, and returning cash to our investors. Over the past two decades, our business has grown five-fold, from $6.6 billion in revenues in 2000 to a record $34.1 billion achieved last year – and we’re on pace to continue this trajectory this decade as we move closer to 2030. Though we anticipate moderating demand in some markets, we are taking steps to reduce costs, optimize our business and position Cummins for continued success in the years ahead.

Amplifying our presence as a global leader in the energy transition. We are resolute about the leading role we play in the energy transition, and emissions compliance continues to be a critical element of this work and central to our values. We were transparent about this in December 2023, when we announced that we reached an agreement in principle to resolve U.S. regulatory claims regarding our emissions certification and compliance process for certain engines primarily used in our pickup truck applications.

We ultimately believe there will be a place for more efficient diesel, natural gas, and hydrogen internal combustion engines for many years in the commercial vehicle markets we serve. In February 2024, we branded our fuel-agnostic engine platforms with a name that captures the innovation that powers us forward: the Cummins HELM™ platforms. Loosely translating to “higher efficiency, lower emissions and multiple fuels,” the Cummins HELM™ platforms give our customers control of how they navigate their own journeys as part of the energy transition and include our B, X10 and X15 engine platforms. They provide customers with the option to choose the fuel type(s) and applications that best suit their business needs, while also reducing emissions. These products are critical to our plan to help fleets reach Destination Zero, while providing products that are economically viable, scalable and deliver the power, performance, range and durability for which Cummins is known.

We also announced in February 2024 the launch of our most efficient heavy-duty diesel engine ever. The Next Gen X15 will be compliant with U.S. EPA and CARB 2027 aligned regulations at launch and will serve the heavy-duty on-highway market in North America. Maintaining the traditional reliability and lower operating costs that have met the needs of a diverse customer base since the inaugural X15 launch in 1998, the Next Gen X15 will feature improved greenhouse gas and fuel efficiency benefits while retaining the same ratings of the current X15 (up to 605 horsepower and 2,050 lb-ft of torque) and optimizing powertrain integration with Eaton Cummins and Cummins-Meritor. More information on start of production for the Next Gen X15 will be available later this year.

The Cummins HELM™ B, X10 and X15 engine platforms, together with Accelera by Cummins’ zero-emission products, will help our customers with a variety of applications and requirements reduce emissions today and well into the future. Through Accelera’s new eMobility business, we will continue to position Cummins to win in the electrification and hydrogen markets by providing a wide range of battery electric vehicle products, including batteries, e-axles, traction systems, auxiliary controls and power, and electric powertrain integration. We’ll also further bolster our electrolyzer business – our most significant outgrowth opportunity – by scaling our industry-leading technical innovation to support the growing global green hydrogen economy.

Driving continuous, profitable growth through the power of partnership. In this globally connected world, “going it alone” is an outdated approach to developing critical solutions for critical issues. Fortunately, we have entered a new era of mutually beneficial collaboration where like-minded partners, and even competitors, realize the exponential power of coming together. At Cummins, we are proud of our 105-year history of leveraging our strong partnerships and power as an incumbent to accelerate future growth through innovation – not only with leading OEMs and customers around the globe, but also through strategic partnerships and joint ventures. By pursuing unique relationships with key players like Daimler Trucks & Buses, PACCAR, EVE Energy, Leclanché S.A., Tata Motors, Terex, Knight Transportation, Blue Bird, Chevron, the Eclipse Foundation, and other compelling prospective partners – we are uniquely positioned to lead in the transition to zero emissions.

Investing in our people, communities and planet. Making people’s lives better by powering a more prosperous world requires a healthier planet and vibrant, engaged communities. This work is our mission in action. It’s what we’ve always done, and what we will continue to do. In 2024, we will continue to build on these commitments by setting aggressive goals for ourselves in three core areas. First, we’ll invest to establish a diverse management team best equipped to continue leading in the transition to zero emissions while generating strong returns. We’ll also focus on advancing our talent strategies to meet the evolving needs of our employees and the business, while expanding our diversity, equity and inclusion aspirations. Second, we’ll continue to deliver a safe, healthy and more sustainable work environment for our employees. We’ll continue to demonstrate leadership for corporate responsibility within our global communities. Through Cummins Advocating for Racial Equity (CARE) – now focused on serving both our Black and Latino neighbors – we’ll continue our important work of enabling and empowering our employees, communities and businesses to create more equitable and inclusive environments through criminal justice reform, economic empowerment and social justice reform. And finally, we’ll continue to extend our efforts with Cummins Water Works to advance water security for 20 million people by 2025 – among several other initiatives.

Looking ahead, I am deeply appreciative of our Cummins employees, who continue to innovate for our customers and demonstrate the flexibility required to meet global demand. And I’m equally grateful to all of you – our shareholders – for your confidence in Cummins. Thank you for joining us in our journey to make people’s lives better by powering a more prosperous world.

​

See Appendix A for reconciliation of GAAP to non-GAAP measures referenced in this section.

​

TABLE OF CONTENTS​

500 Jackson Street, Box 3005, Columbus, Indiana 47202-3005

NOTICE OF 2024

ANNUAL MEETING OF

SHAREHOLDERS

To Our Shareholders:

NOTICE IS HEREBY GIVEN that the 2024 Annual Meeting of the Shareholders of Cummins Inc. will be held virtually on Tuesday, May 14, 2024, at 11:00 a.m. Eastern Time, for the following purposes:

to elect the eleven nominees named in the attached proxy statement as directors for the ensuing year;

​

to consider an advisory vote on the compensation of our named executive officers;

​

to ratify the appointment of PricewaterhouseCoopers LLP as our auditors for 2024;

​

to consider a proposal from a shareholder regarding requiring an independent Chairman of the Board;

​

to consider a shareholder proposal regarding linking executive compensation to achieving 1.5°C emissions reductions; and

​

to transact any other business that may properly come before the meeting or any adjournment thereof.

​

The Annual Meeting of Shareholders will be held in a virtual meeting format only. You will not be able to attend the Annual Meeting physically. We believe a virtual meeting allows broader access by our shareholders and other parties without restricting participation while also reducing the environmental impact and cost of conducting the meeting.

Only shareholders of our Common Stock of record at the close of business on March 21, 2024, are entitled to notice of, and to vote at, the meeting.

If you do not expect to be present virtually at the meeting, you are urged to vote your shares by telephone, via the Internet, or by completing, signing and dating the enclosed proxy card and returning it promptly in the envelope provided.

You may revoke your proxy card at any time before the meeting. Except with respect to shares attributable to accounts held in the Cummins Retirement and Savings Plans, any shareholders entitled to vote at the annual meeting who attend the meeting will be entitled to cast their votes electronically during the meeting.

NICOLE Y. LAMB-HALE,

Secretary

April 1, 2024

On April 1, 2024, we will commence mailing the notice of Internet availability of proxy materials, or a proxy statement, proxy card and annual report, to shareholders.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2024 ANNUAL SHAREHOLDER MEETING TO BE HELD ON MAY 14, 2024:

the Annual Report and Proxy Statement are available at www.proxyvote.com

​

CAUTIONARY STATEMENTS REGARDING FORWARD-LOOKING INFORMATION

Information provided in this proxy statement that is not purely historical are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements regarding our forecasts, guidance, preliminary results, expectations, hopes, beliefs and intentions on strategies regarding the future. These forward-looking statements include, without limitation, statements relating to our plans and expectations for our revenues, EBITDA and the agreement in principle to settle regulatory proceedings regarding our emissions certification and compliance process for pick-up truck applications (Agreement in Principle). Our actual future results could differ materially from those projected in such forward-looking statements because of a number of factors, including, but not limited to: any adverse consequences resulting from entering into the Agreement in Principle, including required additional mitigation projects, adverse reputational impacts and potential resulting legal actions; increased scrutiny from regulatory agencies, as well as unpredictability in the adoption, implementation and enforcement of emission standards around the world; evolving environmental and climate change legislation and regulatory initiatives; changes in international, national and regional trade laws, regulations and policies; changes in taxation; global legal and ethical compliance costs and risks; future bans or limitations on the use of diesel-powered products; failure to successfully integrate and / or failure to fully realize all of the anticipated benefits of the acquisition of Meritor, Inc.; raw material, transportation and labor price fluctuations and supply shortages; aligning our capacity and production with our demand; the actions of, and income from, joint ventures and other investees that we do not directly control; large truck manufacturers’ and original equipment manufacturers’ customers discontinuing outsourcing their engine supply needs or experiencing financial distress or change in control; product recalls; variability in material and commodity costs; the development of new technologies that reduce demand for our current products and services; lower than expected acceptance of new or existing products or services; product liability claims; our sales mix of products; climate change, global warming, more stringent climate change regulations, accords, mitigation efforts, greenhouse gas regulations or other legislation designed to address climate change; our plan to reposition our portfolio of product offerings through exploration of strategic acquisitions and divestitures and related uncertainties of entering such transactions; increasing interest rates; challenging markets for talent and ability to attract, develop and retain key personnel; exposure to potential security breaches or other disruptions to our information technology environment and data security; political, economic and other risks from operations in numerous countries including political, economic and social uncertainty and the evolving globalization of our business; competitor activity; increasing competition, including increased global competition among our customers in emerging markets; failure to meet environmental, social and governance (ESG) expectations or standards, or achieve our ESG goals; labor relations or work stoppages; foreign currency exchange rate changes; the performance of our pension plan assets and volatility of discount rates; the price and availability of energy; continued availability of financing, financial instruments and financial resources in the amounts, at the times and on the terms required to support our future business; and other risks detailed from time to time in our SEC filings, including particularly in the Risk Factors section of our 2023 Annual Report on Form 10-K and Quarterly Reports on Form 10-Q. Shareholders, potential investors and other readers are urged to consider these factors carefully in evaluating the forward-looking statements and are cautioned not to place undue reliance on such forward-looking statements. The forward-looking statements made herein are made only as of the date of this proxy statement and we undertake no obligation to publicly update any forward-looking statements, whether as a result of new information, future events or otherwise. More detailed information about factors that may affect our performance may be found in our filings with the SEC, which are available at http://www.sec.gov or at http://www.cummins.com in the Investor Relations section of our website.

Website references and links to websites included in this proxy statement are provided solely for convenience purposes. Content on the websites, including content on our company website, is not, and shall not be deemed to be, part of this proxy statement or incorporated by reference herein.