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UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
Washington,
D.C. 20549
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FORM 8-K
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Current Report
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Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report (Date of earliest
event reported): April 8,
2009
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CATERPILLAR
INC.
(Exact name of registrant as
specified in its charter)
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Delaware
(State or other jurisdiction of
incorporation)
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1-768
(Commission File
Number)
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37-0602744
(IRS Employer Identification
No.)
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100 NE Adams Street, Peoria,
Illinois
(Address of principal executive
offices)
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61629
(Zip
Code)
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Registrant's telephone number,
including area code: (309)
675-1000
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Former name or former address, if
changed since last report: N/A
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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:
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o
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Written communications pursuant to
Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
230.425)
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o
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Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item 5.02.
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Departure
of Directors or Certain Officers; Election of Directors; Appointment of
Certain Officers; Compensatory Arrangements of Certain
Officers.
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On April 8, 2009,
the Board of Directors (“Board”) of Caterpillar Inc. (“Company”) elected
Ambassador Susan C. Schwab, effective June 1, 2009, as an independent director
with a term expiring at the annual meeting of stockholders in
2010. In conjunction with Ms. Schwab’s election, the Board also took
action on April 8, 2009 to increase the number of directors from fourteen to
fifteen. At the time of her election, the Board had not decided on
which of the Board’s four standing committees Ambassador Schwab would
serve.
A copy of the
Company’s press release issued on April 13, 2009, regarding Ambassador Schwab’s
election is filed as Exhibit 99.1 to this Form 8-K and is hereby incorporated
herein by reference.
The election of
Ambassador Schwab was not pursuant to any arrangement or understanding between
Ambassador Schwab and any third party. As of the date of this report,
neither Ambassador Schwab nor any of her immediate family members is a party,
either directly or indirectly, to any transaction that would be required to be
reported pursuant to Item 404(a) of Regulation S-K.
Ambassador Schwab
will be compensated consistent with previously disclosed compensation programs
for non-employee directors and will receive an annual retainer and other
stock-based awards as may be approved by the Board.
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Item
9.01.
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Financial
Statements and Exhibits.
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(d)
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Exhibits:
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Caterpillar Inc. Press Release
dated April 13, 2009
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*
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SIGNATURES
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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
thereunto duly authorized.
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CATERPILLAR
INC.
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April 13,
2009
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By:
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/s/
James B. Buda
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James B.
Buda
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Vice
President
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