CATERPILLAR INC — Proxy Solicitation & Information Statement 2021

May 28, 2021

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. __)

Filed by the Registrant Filed by a Party other than the Registrant

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the appropriate box: | |
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| ● | Preliminary Proxy Statement |
| ● | Confidential, For Use of the Commission Only
(as permitted by Rule 14a-6(e)(2)) |
| ● | Definitive Proxy Statement |
| ● | Definitive Additional Materials |
| ● | Soliciting Material Under Rule
14a-12 |

Caterpillar Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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SHAREHOLDER UPDATE

Dear Fellow Shareholders, Prior to our Annual Shareholder Meeting on June 9, 2021, please read our Proxy Statement to learn more about our board of directors, our governance practices, compensation programs and philosophy and other key items. We also encourage you to review four other important disclosures: our Diversity and Inclusion Report , EEO-1 Report , Climate and Energy Statement and our annual Sustainability Report where we introduce new sustainability goals to achieve by 2030. Your vote is important. These additional documents are important components of the comprehensive and transparent disclosures provided to our shareholders. Thank you for your ongoing investment in and support of Caterpillar as we continue to execute our enterprise strategy for long-term profitable growth and shareholder value.

| 2021
Proxy Statement | Diversity
& Inclusion Report www.caterpillar.com/diversity | 2020
Sustainability Report www.caterpillar.com/sustainability | Climate
& Energy Statement www.caterpillar.com/sustainability |
| --- | --- | --- | --- |
| ● | ● | ● | ● |
| | NEW! Caterpillar
EEO-1 Report (see page 6 of Diversity & Inclusion Report) | | |

OUR COMMITMENT TO BUILDING A BETTER WORLD

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