Lobbying Expenditures Disclosure

Resolution Text

RESOLVED: Stockholders request Caterpillar Inc. (“Company” or “Caterpillar”) prepare a report, updated annually, disclosing:

· Company policy and procedures governing direct and indirect lobbying and grassroots lobbying communications.

· Payments by Caterpillar used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient.

· Caterpillar’s membership in and payments to any tax-exempt organization that writes and endorses model legislation.

· Description of management’s and the Board’s decision-making process and oversight for making payments described in sections 2 and 3 above.

For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation, and (c) encourages the recipient of the communication to take action concerning the legislation or regulation. “Indirect lobbying” is lobbying by a trade association or other organization of which Caterpillar is a member.

Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state, and federal levels.

The report shall be presented to the Public Policy and Governance Committee and posted on Caterpillar’s website.

SUPPORTING STATEMENT

Full disclosure of Caterpillar’s lobbying activities and expenditures is needed to assess whether Caterpillar’s lobbying is consistent with its expressed goals and in stockholders’ best interests. Caterpillar spent $49,638,000 from 2010 – 2022 on federal lobbying. This does not include state lobbying, where Caterpillar also lobbies, but disclosure is uneven or absent. Caterpillar also lobbies abroad, spending between €100,000–199,000 on lobbying in Europe for 2022.

Companies can give unlimited amounts to third party groups that spend millions on lobbying and undisclosed grassroots activity.1 Caterpillar fails to disclose any of its payments to trade associations and social welfare groups (SWGs), nor amounts used for lobbying, to shareholders. Caterpillar belongs to the Business Roundtable (BRT), National Association of Manufacturers, and US Chamber of Commerce, which have spent over $2.3 billion on federal lobbying since 1998 and supports SWGs that lobby, like the Consumer Energy Alliance (CEA). Caterpillar also does not disclose its contributions to tax-exempt organizations that write and endorse model legislation, such as the American Legislative Exchange Council (ALEC).

Caterpillar’s lack of disclosure presents reputational risks to shareholder value when its lobbying contradicts the company’s public positions. For example, Caterpillar supports addressing climate change. Yet, the BRT lobbied against the Inflation Reduction Act2, and the Chamber has reportedly been a “central actor” in dissuading climate legislation over two decades.3 As Caterpillar has drawn attention for its tax practices amidst an IRS dispute,4 the BRT has lobbied against a new minimum corporate tax.5 CEA has repeatedly been accused of using citizens’ names on government petitions and public comments without permission.6 Caterpillar supports diversity and inclusion, yet groups have asked companies to leave ALEC “because of its voter restriction efforts.”7

Enhance Shareholder Value, Vote FOR Lobbying Disclosure – Proposal [4*]

1 https://theintercept.com/2019/08/06/business-group-spending-on-lobbying-in-washington-is-at-least-double-whats-publicly-reported/ 

2 https://www.theguardian.com/environment/2022/aug/19/top-us-business-lobby-group-climate-action-business-roundtable 

3 https://www.washingtonpost.com/politics/2023/08/02/climate-group-pushes-big-tech-exit-nations-largest-business-lobby/ 

4 https://www.nprillinois.org/illinois/2022-09-08/caterpillar-settles-long-running-tax-dispute-with-irs 

5 https://www.washingtonpost.com/business/2023/08/14/biden-corporate-tax/ 

6 https://www.cleveland.com/open/2023/09/their-names-appeared-on-letters-urging-fracking-ohios-state-parks-they-dont-know-how.html 

7 https://www.thenation.com/article/politics/alec-corporations-democracy/