Caterpillar Inc.: Form Form 8-K Bylaws

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): April 8, 2020

CATERPILLAR INC.

(Exact name of registrant as specified in its charter)

Delaware 1-768 37-0602744

(State or other jurisdiction of (Commission File (I.R.S Employer Identification No.)

incorporation) Number)

510 Lake Cook Road, Suite 100, Deerfield, Illinois 60015

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (224) 551-4000
Former name or former address, if changed since last report: N/A

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 which registered

Common Stock ($1.00 par value) CAT The New York Stock Exchange

9 3/8% Debentures due March 15, 2021 CAT21 The New York Stock Exchange

8% Debentures due February 15, 2023 CAT23 The New York Stock Exchange

5.3% Debentures due September 15, 2035 CAT35 The New York Stock Exchange

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:

Indicate by check mark whether the registrant is an emerging growth company as defined by Rule 405 of the Securities Act of

1933 (17 CFR §230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On April 8, 2020, the Board of Directors (the "Board") of Caterpillar Inc. (the "Company") approved and adopted amended and restated Bylaws (the "Amended and Restated Bylaws") which became effective immediately upon the Board's approval. The Amended and Restated Bylaws, among other things, allow the annual meetings of stockholders to be held solely by means of remote communication as determined by the board of directors, in its sole discretion.

The foregoing summary of the Amended and Restated Bylaws does not purport to be complete and is qualified in its entirety by reference to the Amended and Restated Bylaws. The Amended and Restated Bylaws and a copy marked to show changes are attached as Exhibits 3.1 and 3.2 respectively. Exhibit 3.1 is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits
(d) Exhibits.

Exhibit

Number Description

3.1      Bylaws of Caterpillar Inc. (as amended and restated April 8, 2020)

3.2      Marked Bylaws of Caterpillar Inc.

104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL.

SIGNATURES

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.

CATERPILLAR INC.

April 8, 2020 By: /s/ Suzette M. Long

Suzette M. Long

Chief Legal Officer, General Counsel

& Corporate Secretary