Lesson 5 of 8
What the board tells owners
Caterpillar's 2026 proxy reports a median employee pay of $89,253, a CEO figure of $17,524,953 and a ratio of about 196 to 1. Four proposals came with it.
By Javier Sanz
Founder of ValueScreener. Built Ninety Nine, a securities services provider, and sold it to a tier-one global bank; ran operations and internationalization at Alpaca, the brokerage API.
Who writes thisEditorial processLinkedIn (opens in a new tab)X (opens in a new tab)
In one minute
- The proxy statement, Form DEF 14A, is where executive pay, director biographies, auditor ratification and shareholder proposals live.
- Most of Part III of a 10-K is not in the 10-K. It is incorporated by reference from this document.
- The vote is reported afterwards on an 8-K under Item 5.07, so the question and the answer sit in two different filings.
Once a year a company asks its shareholders to vote, and the document asking is the proxy statement. It is filed on Form DEF 14A and it contains material that appears nowhere else.
For a researcher it is the second most useful filing after the 10-K, and it is routinely skipped because it looks like administration.
Caterpillar's 2026 pay ratio disclosure
- Median annual total compensation of all employees other than the CEO$89,253
- CEO annualised total compensation$17,524,953
What the numbers are
Caterpillar's 2026 proxy statement, filed on 30 April 2026, discloses that the median annual total compensation of all employees other than the chief executive was $89,253 (Caterpillar Inc. 2026 Schedule 14A, accession 0001308179-26-000358), that the chief executive's annualised total compensation was $17,524,953 (Caterpillar Inc. 2026 Schedule 14A, accession 0001308179-26-000358), and that the ratio was approximately 196 to 1 (Caterpillar Inc. 2026 Schedule 14A, accession 0001308179-26-000358).
The same document notes that the median employee was identified as at 1 October 2025 and that the chief executive's figure was annualised, as SEC rules permit, which is why it differs from the summary compensation table in the same document.
That last detail matters. Two pay figures for the same person in the same filing are not an inconsistency; they are two defined measures, and the proxy says which is which.
What else is in there
Beyond the proposals, the document carries director biographies and qualifications, the audit fees paid to the accounting firm, the compensation discussion and analysis, the summary compensation table, the pay versus performance disclosure, the beneficial ownership tables, and any delinquent Section 16 reports.
Audit fees are worth a look in particular. A large and rising share of fees for work other than the audit is a question about independence, and the split is printed.
The vote, and where the answer goes
Proposal 3 is the say-on-pay vote, which is advisory rather than binding. A low approval is not a defeat in any legal sense, and it is a measurable fact about what owners think.
The results are not in the proxy, because the proxy asks the question. They are reported afterwards on an 8-K under Item 5.07. Caterpillar filed one on 11 June 2026 carrying that item, the day after its annual meeting.
So reading this properly is a two-document exercise. The proxy for what was asked, the 8-K for what the owners answered.
Why it is filed separately at all
A 10-K describes the business to anyone who reads it. A proxy is addressed to shareholders and asks them to do something, so it is governed by different rules and filed on a different schedule, usually two to four months after the annual report.
The practical consequence is that the pay figures and the financial results are never in the same document or published on the same day. A reader who wants both has to hold two filings side by side, and the gap between them is often a full quarter.
Check yourself
Where is executive compensation disclosed for most US companies?
- Item 7 of the 10-K
- The annual proxy statement, which the 10-K incorporates by reference
- The 8-K
Show the answer
Answer: B.
Part III of the 10-K is usually a cross-reference. The tables themselves are in the DEF 14A filed a few months later.A proxy shows two different pay figures for the same chief executive. What follows?
- One of them is an error
- They are two defined measures, and the document states which is which
- The filing has been amended
Show the answer
Answer: B.
The pay ratio disclosure annualises certain elements, as the rules permit, so it differs from the summary compensation table. Caterpillar's 2026 proxy says so explicitly.Where are the results of the shareholder votes reported?
- In the following year's proxy
- On an 8-K filed under Item 5.07, shortly after the meeting
- In the 10-K
Show the answer
Answer: B.
The proxy asks and the current report answers. Caterpillar filed an 8-K carrying Item 5.07 on 11 June 2026, the day after its annual meeting.Sources
- Caterpillar Inc., Schedule 14A proxy statement, filed 30 April 2026, accession 0001308179-26-000358, for the CEO pay ratio disclosure, the median employee identification date, the four proposals and the annual meeting date.
- Caterpillar Inc., Form 8-K filed 11 June 2026, accession 0001104659-26-072929, carrying Item 5.07.
- Item 402 of Regulation S-K, on executive compensation disclosure, including the pay ratio requirement at Item 402(u).
- Schedule 14A under the Securities Exchange Act of 1934, on the content of a proxy statement.
What this leaves out
- The Caterpillar figures are as disclosed in that proxy for that year. They are not a statement about the company today and not a view on any security.
- Pay ratio methodology varies between companies by design: the rules permit choices in identifying the median employee, so ratios are not comparable across companies.
- The list of proxy contents is typical rather than exhaustive, and companies in a contested election or a merger file additional soliciting material.
- Nothing here is legal advice, and nothing here is advice about any security.