Mike Wolanin | The Republic A banner of J. Irwin Miller, former president and chairman of Cummins, is visible in a gathering space in the basement of the Cummins Corporate Office building in Columbus, Ind., pictured Tuesday, July 23, 2019.
COLUMBUS, Ind. — Cummins Inc. shareholders have voted against a proposal by a shareholder to separate the company’s CEO and board chair roles into different positions.
On Tuesday, the Columbus-based company said during its annual meeting that the proposal was rejected by shareholders. Cummins will publish the final vote tabulation with the U.S. Securities and Exchange Commission following the meeting, the company said.
The proposal sought to have two people hold the chairman of the board and CEO roles, contending that having one person serve as both “means giving up a substantial check and balance safeguard that can only occur with an independent board chairman.” Currently, Tom Linebarger holds both roles.
The Cummins Board of Directors had recommended against the proposal, according to a proxy statement filed with regulators. The board said there is no evidence suggesting that separating the two roles would improve the company’s financial performance or benefit shareholders.
The board further argued that it is “truly independent” and has an independent lead director “with the authority to ensure proper checks and balances.”
“While our board believes that there may be circumstances which warrant separation of our chairman and chief executive officer roles, our board currently believes it is in the best interests of our company for the roles of our chairman and chief executive officer to be combined and to appoint a lead director from among our independent directors,” the board said in the proxy statement.
For more on this story, and coverage from Cummins’ annual meeting, see Wednesday’s Republic.
