SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
(Date of earliest
event reported): January 10, 2019
(Exact name of registrant as specified in its charter)
(State or other
500 Jackson Street P.O. Box 3005 Columbus, IN 47202-3005
(Address of principal executive offices, including zip code)
(Registrant's telephone number, including area code)
(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)
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.
On January 10, 2019, Cummins Inc. (the "Company") issued a press release announcing that Patrick J. Ward, the Company's Vice President – Chief Financial Officer since 2008, announced his retirement from the Company, effective on March 31, 2019.
Mark A. Smith, age 51, the Company's Vice President – Financial Operations since 2016, will become the Company's Vice President – Chief Financial Officer on March 31, 2019. Prior to 2016, Mr. Smith served as the Company's Vice President – Investor Relations and Business Planning and Analysis from 2014 to 2016 and the Company's Executive Director – Investor Relations from 2011 to 2014.
In connection with his appointment, Mr. Smith's base salary will be increased to $710,000 and his target annual bonus will be increased to 90% of base salary, in each case effective as of March 1, 2019. Mr. Smith is expected to receive a long-term incentive award in 2019 as part of the Company's annual grant cycle and to continue to participate in the Company's compensation programs for its executive officers, which are described in the Company's Definitive Proxy Statement on Schedule 14A filed on March 26, 2018 and incorporated by reference herein.
Item 7.01 Regulation FD Disclosure.
On January 10, 2019, the Company issued a press release announcing the retirement of Mr. Ward and the appointment of Mr. Smith. A copy of the press release is furnished herewith as Exhibit 99.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits. The following exhibit is being furnished herewith.
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: January 11, 2019 By: /s/ Mark J. Sifferlen
Mark J. Sifferlen
Jon Mills - Director, External Communications
January 10, 2019
For Immediate Release
Pat Ward to Retire as Chief Financial Officer After More Than 30 Years with Cummins; Mark Smith Named Successor
COLUMBUS, IN – Cummins Inc. (NYSE: CMI) announced today that Chief Financial Officer (CFO) Pat Ward is retiring after 31 years and Mark Smith is succeeding him. Both moves are effective March 31, 2019.
"Pat has had an extraordinary career at Cummins," said Cummins Chairman and CEO Tom Linebarger. "He has worked in nearly every part of our company during his 31-year tenure. He has helped many business leaders, including me, figure out where the business needs improvement and what to focus on first. Pat has also coached and developed many of our financial leaders in the company, inspiring them to be the best that they can be."
"On behalf of the Board of Directors, I thank Pat for his excellent service," said Bob Herdman, chairman of the Audit Committee. "As Pat transitions his CFO responsibilities to Mark Smith, he leaves behind a strong finance function positioning the company well for continued success."
In an internal email sent to global employees, Ward reflected on his career and the depth of experiences, friendships and opportunities that were critical to his success.
"At different stages of my career, people took a chance on me, starting at my first job as a small plant controller, to being offered the role of Chief Financial Officer 20 years later," Ward said. "I was also fortunate to find a company whose values mirror my own."
Mark Smith will succeed Ward as CFO. Smith brings more than two decades of financial expertise to the role, most recently serving as the Vice President of Financial Operations where he worked with finance controllers to ensure that the company met its operational and financial commitments. In addition, Smith led the Investor Relations, Business Planning and Analysis, and Capital Management functions at Cummins.
Prior to Smith's 20 years with Cummins, he spent six years as a public accountant with Ernst & Young in the U.K. "Mark's global financial experience and knowledge of the company will serve
Cummins and our stakeholders well, and we look forward to supporting him during the transition," Herdman said.
"Like Pat, Mark has worked in many parts of the company and brings a wealth of experience to the job," Linebarger said. "He also brings strong strategic and analytical skills which will be of great value as we continue to pursue our growth strategy. I am glad to have Mark as the CFO as we continue to power a more prosperous world, now and in the future."
About Cummins Inc.
Cummins Inc., a global power leader, is a corporation of complementary business segments that design, manufacture, distribute and service a broad portfolio of power solutions. The company's products range from diesel and natural gas engines to hybrid and electric platforms, as well as related technologies, including battery systems, fuel systems, controls, air handling, filtration, emission solutions and electrical power generation systems. Headquartered in Columbus, Indiana (U.S.A.), since its founding in 1919, Cummins currently employs approximately 58,600 people committed to powering a more prosperous world. Cummins serves customers in about 190 countries and territories through a network of some 500 company-owned and independent distributor locations and approximately 7,500 dealer locations. Cummins earned about $1 billion on sales of $20.4 billion in 2017. Press releases can be found on the Web at www.cummins.com. Follow Cummins on Twitter at www.twitter.com/cummins and on YouTube at www.youtube.com/cumminsinc.