CATERPILLAR INC

The proposal requests that the board adopt a policy allowing shareholders to take corporate action by written consent if they hold the minimum number of votes that would be required to authorize the same action at a meeting. It asks that such written-consent rights not be limited by unnecessary ownership-duration or holding-method restrictions, that any record date for such actions be the lowest permissible, and that solicitation clauses not be required unless legally necessary. The proponent contends Caterpillar’s 25% special-meeting threshold is too high and makes special meetings impractical, and argues written-consent rights would provide shareholders a more timely mechanism to address urgent issues. The submission cites recent operational and market challenges (tariffs, profit impacts, sales softness, and litigation) as examples of circumstances where timely shareholder action could be warranted.