Executive Change · Shareholder Vote

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):   May 14, 2019 CUMMINS INC. (Exact name of registrant as specified in its charter)     Indiana      1-4949 35-0257090 (State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification No.)   500 Jackson Street P.O. Box 3005 Columbus, IN  47202-3005  (Address of principal executive offices, including zip code)            (812) 377-5000           (Registrant's telephone number, including area code)            Not Applicable            (Former name or former address, if changed since last report) 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: [  ] 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 Symbol(s)   Name of each exchange on which registered Common Stock, $2.50 par value   CMI   New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. (e)   On May 14, 2019, at the 2019 annual meeting of shareholders (the "Annual Meeting") of Cummins Inc. (the "Company"), the Company's shareholders approved the Cummins Inc. Employee Stock Purchase Plan (the "ESPP"), as amended, to increase the annual limit on the Company's aggregate matching contributions under the ESPP to $7.5 million from $2 million.  The increase in the annual limit was necessary to accommodate an increase in the rate of the Company's matching contributions under the ESPP and increased global participation in the ESPP by the Company's eligible employees. The Company cannot currently determine the benefits, if any, to be received under the ESPP in the future by the named executive officers of the Company. The ESPP, as amended, is described in detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 1, 2019.  The full text of the ESPP, as amended, appears as Annex B to that definitive proxy statement. The description of the ESPP amendment set forth above does not purport to be complete and is qualified in its entirety by reference to such materials. Item 5.07.   Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's shareholders voted on the following proposals: · The election of twelve directors for a one year term to expire at the Company's 2020 annual meeting of shareholders; · An advisory vote on the compensation of the Company's named executive officers; · The ratification of the appointment of PricewaterhouseCoopers LLP as the Company's auditors for 2019; · The approval of the ESPP; and · A shareholder proposal regarding an independent board chairman.   As of the March 12, 2019 record date for the determination of shareholders entitled to notice of, and to vote at, the Annual Meeting, 157,479,717 shares of Common Stock were outstanding and entitled to vote, each entitled to one vote per share.  Approximately 86.46% of all votes were represented at the Annual Meeting in person or by proxy. The following are the final votes on the matters presented for shareholder approval at the Annual Meeting. 1. Election of Twelve Directors For A One Year Term To Expire at the Company's 2020 Annual Meeting Of Shareholders 1 Name For   Against   Abstain   Broker Non-Votes   N. Thomas Linebarger 106,306,059   7,796,542   1,344,982   20,715,168   Richard J. Freeland 112,408,052   2,867,608   171,923   20,715,168   Robert J. Bernhard 112,313,232   2,937,140   197,211   20,715,168   Dr. Franklin R. Chang Diaz 114,136,213   1,087,704   223,666   20,715,168   Bruno V. Di Leo Allen 114,145,322   1,102,472   199,789   20,715,168   Stephen B. Dobbs 114,270,064   977,140   200,379   20,715,168   Robert K. Herdman 111,960,580   3,256,983   230,020   20,715,168   Alexis M. Herman 106,650,261   8,534,315   263,007   20,715,168   Thomas J. Lynch 112,013,599   3,198,953   235,031   20,715,168   William I. Miller 109,957,059   5,271,234   219,290   20,715,168   Georgia R. Nelson 108,864,326   6,275,406   307,851   20,715,168   Karen H. Quintos 113,362,528   1,911,783   173,272   20,715,168 2. Advisory Vote on the Compensation of the Company's Named Executive Officers For   Against   Abstain   Broker Non-Votes   106,570,166   8,439,467   437,950   20,715,168 3. Ratification of the Appointment of PricewaterhouseCoopers LLP as the Company's Auditors for 2018 For   Against   Abstain   Broker Non-Votes   132,991,565   2,948,139   223,047   - 4. Approval of the ESPP For   Against   Abstain   Broker Non-Votes   99,913,897   15,208,877   324,809   20,715,168 2 5. Shareholder Proposal Regarding an Independent Board Chairman For   Against     Abstain   Broker Non-Votes   38,770,680   76,089,968     586,935   20,715,168 Item 9.01.   Financial Statements and Exhibits. (a)   Not applicable. (b)   Not applicable. (c)   Not applicable. (d)   Exhibits . EXHIBIT INDEX   Exhibit Number       10.1   Cummins Inc. Employee Stock Purchase Plan, as amended (incorporated by reference to Annex B to the Company's definitive proxy statement filed with the Securities and Exchange Commission on Schedule 14A on April 1, 2019 (File No. 001-04949)). 3 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:  May 15, 2019   CUMMINS INC.         /s/ Mark J. Sifferlen Mark J. Sifferlen Corporate Secretary