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. __)

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Caterpillar Inc.

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We are sending you these proxy materials in connection with Caterpillar’s solicitation of proxies, on behalf of its Board of Directors, for the 20192020 Annual Meeting of Shareholders (Annual Meeting). Distribution of these materials is scheduled to begin on May 3, 2019.1, 2020. Please submit your vote or proxy by telephone, mobile device, internet, or, if you received your materials by mail, you can complete and return your proxy or voting instruction form by mail.

2019 2020 PROXY STATEMENT    3    3

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DEARFELLOW SHAREHOLDERS,

D. JAMES UMPLEBY III Chairman and Chief Executive Officer

D. JAMES UMPLEBY III

Chairman and Chief Executive Officer

“WITH OUR VALUES IN ACTION AS ITS FOUNDATION,WE CONTINUE TO EXECUTE ON
OUR STRATEGY FOR LONG-TERM
PROFITABLE GROWTH, WE ALSO
FOCUS ON WINNING THE GOAL OF OUR STRATEGY IS LONG-TERM PROFITABLE GROWTH WHILE ALSO FULFILLING CATERPILLAR'S PURPOSE—TO PROVIDE THE SOLUTIONSRIGHT
WAY, FOR OUR CUSTOMERS, USE TO BUILD A BETTER OUR
EMPLOYEES AND OUR
COMMUNITIES AROUND THE
WORLD.”

Dear Fellow Shareholders,

On behalf of the boardBoard of directorsDirectors and our entire company, I cordially invite you to attend the Annual Meeting of Shareholders on June 12, 2019,10, 2020, at 8 a.m. at our Clayton, North Carolina facility. I look forwardCentral Time. This meeting will be entirely virtual in order to welcoming youadhere to our Building Construction Products campus, where we manufacture Caterpillar's linethe recommendations of small construction machinespublic health officials during the COVID-19 pandemic. The virtual format will give more shareholders the opportunity to participate in the meeting, while ensuring everyone’s health and attachments.safety.

In addition to receiving an update on the performance of the company, we ask for youryou will have the opportunity to vote on several matters. Your vote is important. items related to our business. Please refer to page 61 for information on how to participate in this year’s shareholder meeting.

We encourage you to review this proxy statement to learn more about your boardBoard of directors,Directors, our governance practices, compensation programs and philosophy, and other important items. Your vote is important. Please vote your shares either by virtually attending the annual meeting, or by voting online separately, via your mobile phone, by telephone or by mail.

Thank you for your ongoing investment in, and support of, Caterpillar as we continue to execute our enterprise strategy to deliver long - termfor long-term profitable growth and shareholder value.

 

Sincerely,

D. James Umpleby III
Chairman and Chief Executive Officer

2019 2020 PROXY STATEMENT    5    5

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PROXY PROXYSUMMARY

This summary does not contain all of the information you should consider when casting your vote. You should read the complete proxy statement before voting.

ANNUAL MEETING OF SHAREHOLDERS

TIME & DATE	PLACE	RECORD DATE	ADMISSION
8:00 a.m. - Central Time June 12, 201910, 2020	Caterpillar BuildingVirtual Meeting Construction Productswww.meetingcenter.io/268805716 Clayton CampusPassword: CAT2020 954 NC Highway 42 East Clayton, NC 27527	The close of business on April 15, 201913, 2020	PleaseTo attend and register for the Virtual Meeting, please follow the instructions contained in the Admission Procedure on page 6661

SHAREHOLDER VOTING MATTERS

2019 2020 PROXY STATEMENT    6    6

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OUR DIRECTOR NOMINEES

Nominee and Principal Occupation

Independent

Age

Director Since

Other Public Company Boards

Caterpillar Committees

Independent

Age

Director Since

Other Public Company Boards

Caterpillar Committees

AC

CHRC

PPGC

AC

CHRC

PPGC

Kelly A. Ayotte Former U.S. Senator representing New Hampshire

Yes

50

2017

News Corporation Bloom Energy Corporation Boston Properties, Inc.

Yes

51

2017

The Blackstone Group Inc. Boston Properties, Inc. News Corporation

David L. Calhoun Presiding Director of Caterpillar Inc. Senior Managing Director of The Blackstone Group L.P.

Yes

61

2011

The Boeing Company Gates Industrial Corporation plc

David L. Calhoun Presiding Director of Caterpillar Inc. President and CEO of The Boeing Company

Yes

62

2011

The Boeing Company

Daniel M. Dickinson Managing Partner of HCI Equity Partners

Yes

57

2006

None

Yes

58

2006

None

Juan Gallardo Former CEO of Organización CULTIBA, S.A.B. de C.V.

Yes

71

1998

Grupo Aeroportuario del Pacifico, S.A.B. de C.V. Grupo Financiero Santander Mexico, S.A.B. de C.V. Organización CULTIBA, S.A.B. de C.V.

Dennis A. Muilenburg Chairman, President and CEO of The Boeing Company

Yes

55

2011

The Boeing Company

Juan Gallardo Chairman and Former CEO of Organización CULTIBA, S.A.B. de C.V.

Yes

72

1998

Grupo Aeroportuario del Pacifico, S.A.B. de C.V. Grupo Financiero Santander Mexico, S.A.B. de C.V. Organización CULTIBA, S.A.B. de C.V.

William A. Osborn Former Chairman and CEO of Northern Trust Corporation and The Northern Trust Company

Yes

71

2000

Abbott Laboratories General Dynamics Corporation

Yes

72

2000

Abbott Laboratories General Dynamics Corporation

Debra L. Reed-Klages Former Chairman and CEO of Sempra Energy

Yes

62

2015

Chevron Corporation

Yes

63

2015

Chevron Corporation Lockheed Martin

Edward B. Rust, Jr. Former Chairman and CEO of State Farm Mutual Automobile Insurance Company

Yes

68

2003

Helmerich & Payne, Inc. S&P Global Inc.

Yes

69

2003

Helmerich & Payne, Inc. S&P Global Inc.

Susan C. Schwab Professor at the University of Maryland School of Public Policy and a Strategic Advisor for Mayer Brown LLP; former United States Trade Representative

Yes

64

2009

FedEx Corporation Marriott International, Inc. The Boeing Company

Susan C. Schwab Professor at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP; former United States Trade Representative

Yes

65

2009

The Boeing Company FedEx Corporation Marriott International, Inc.

D. James Umpleby III Chairman and CEO of Caterpillar Inc.

No

61

2017

Chevron Corporation

No

62

2017

Chevron Corporation

Miles D. White Chairman and CEO of Abbott Laboratories

Yes

64

2011

Abbott Laboratories McDonald’s Corporation

Miles D. White Executive Chairman of the Board, Abbott Laboratories

Yes

65

2011

Abbott Laboratories McDonald’s Corporation

Rayford Wilkins, Jr. Former CEO of Diversified Businesses at AT&T Inc.

Yes

67

2017

Morgan Stanley Valero Energy Corporation

Yes

68

2017

Morgan Stanley Valero Energy Corporation

Chair

Member

2019 2020 PROXY STATEMENT    7    7

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GOVERNANCE HIGHLIGHTS

Our commitment to good corporate governance stems from our belief that a strong governance framework creates long-term value for our shareholders, strengthens Board and management accountability and builds trust in the Company and its brand. Our governance framework includes, but is not limited to, the following highlights:

20182019 PERFORMANCEHIGHLIGHTS

SALES AND REVENUES	PROFIT PER SHARE	STRONG BALANCE SHEET
$54.7 billion	$10.26	$7.9 billion
Sales and Revenues in 2018 were $54.7billion,up20%from2017 with improvement in all regions and across the three primary segments.	Caterpillar delivered record profit per share of $10.26, compared to $1.26 in 2017. Adjusted profit per share was $11.22, up 63% from $6.88 adjusted profit per share in 2017.*	Caterpillar ended 2018 with a cashbalanceof$7.9billion. The Company repurchased $3.8 billion of common stock and paid $2 billion in dividends. Caterpillar has paid higher dividends for 25 consecutive years.

OPERATING PROFIT MARGIN	PROFIT PER SHARE	STRONG BALANCE SHEET
15.4%	$10.74	$6.2 billion
Delivered operating margin of 15.4% in line with 2019 Investor Day Targets on 2% lower sales and revenues.	Profit per share was $10.74 in 2019, up from $10.26 in 2018. Adjusted profit per share* was $11.06 in 2019, compared with $11.22 in 2018.	Returned $6.2 billion to Shareholders in line with 2019 Investor Day Targets. The Company repurchased $4.0 billion of common shares and paid $2.1 billion in dividends, while ending 2019 with a cash balance of $8.3 billion.

2019 2020 PROXY STATEMENT    8    8

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510 Lake Cook Road, Suite 100
Deerfield, IL 60015
Phone (224) 551-4160
www.caterpillar.com

NOTICEOF ANNUAL MEETING
OF SHAREHOLDERS

In light of the COVID-19 pandemic, the Board of Directors, after careful consideration, has decided to hold this year’s Annual Meeting exclusively online. If you plan to participate in the virtual meeting, please see the information below as well as the attendance and registration instructions on page 61. There will be no physical location for the Annual Meeting this year.

MEETING INFORMATION

JUNE 12, 2019
10, 2020

8:00 a.m. Central Time

Caterpillar Building Construction Products
Clayton Campus
954 NC Highway 42 East
Clayton, NC 27527Website: www.meetingcenter.io/268805716

Password: CAT2020

MEETING AGENDA

RECORD DATE

April 15, 201913, 2020

By Order of the Board of Directors

Suzette M. Long

Chief Legal Officer, GeneralCounselandCorporateSecretary
May3,2019

1, 2020

PLEASE VOTE YOUR SHARES:
We encourage shareholders to vote promptly, as this will save the expense of additional proxy solicitation. You may vote in the following ways:
BY INTERNET	BY MOBILE DEVICE	BY TELEPHONE	BY MAIL
vote online at www.caterpillar.com/proxymaterials	scan this QR code to vote with your mobile device	call the number included on your proxy card or notice	mail your signed proxy or voting instruction form
ImportantNoticeRegardingtheAvailabilityofProxyMaterials for the Annual Shareholder meeting to be held on June 10, 2020. This Notice of Annual Meeting and Proxy Statement and the 20182019 Annual Report on Form 10-K are available at www.eproxyaccess.com/cat2019.www.investorvote/CAT.

2019 2020 PROXY STATEMENT    9    9

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DIRECTORS& GOVERNANCE

PROPOSAL 1 – ELECTION OF DIRECTORS

PROPOSAL SNAPSHOT

PROPOSAL SNAPSHOT

What am I voting on?

Shareholders are being asked to elect 12the 11 director nominees named in this Proxy Statement for a one-year term.

Board Voting Recommendation:

FORthe election of each of the Board’s director nominees.

OVERVIEW OF OUR BOARD

BOARD ATTENDANCE-2019

Board	6	6	6	6	6	6	6	6	6	6	6	6		99%
Audit	10			10		9						4
Compensation & Human Resources	6		3				6				6	3		Attendance for incumbent directors for 2019
Public Policy & Governance	6	6	4		6			6	6
* The Board of Directors approved certain committee membership changes effective April 12, 2019. As part of those changes, Mr. Calhoun left the Compensation & Human Resources Committee (CHRC) and joined the Public Policy & Governance Committee (PPGC) and Mr. Wilkins left the Audit Committee and joined the CHRC. Messrs. Calhoun and Wilkins attended all of their former and newly assigned committee meetings held during 2019.

2019 2020 PROXY STATEMENT    10    10

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The Board’s policy is to encourage and expect that all directors attend each Annual Meeting of Shareholders. All directors attended the 2018 annual meeting.2019 Annual Meeting. The independent directors generally meet in executive session as part of each regularly scheduled Board meeting. David Calhoun, who was Chairman of the Board through December 12, 2018, and becameThe Board’s independent Presiding Director, on December 12, 2018,David L. Calhoun, presided over the Board'sBoard’s executive sessions in 2018.2019.

BOARD EVOLUTION SINCE 20112015

DIVERSITY OF SKILLS AND EXPERTISE

Our Board nominees offer a diverse range of skills and experience in relevant areas.

SUMMARY OF INDIVIDUAL DIRECTOR SKILLS, CORE COMPETENCIES AND ATTRIBUTES

Caterpillar Board Tenure (Years)

3

9

14

22

20

5

17

11

3

9

3

11 years Average Tenure

Board of Directors Experience (other Boards)

•

•

•

•

•

•

•

•

•

•

•

100%

Audit Committee Financial Expert

•

•

•

100% of Audit Committee Members

CEO / Leadership

•

•

•

•

•

•

•

•

•

•

•

100%

Business Development and Strategy

•

•

•

•

•

•

•

•

•

•

91%

Government / Regulatory Affairs

•

•

•

•

•

•

•

•

•

82%

Customer and Product Support Services

•

•

•

•

•

•

•

•

•

82%

Finance & Accounting

•

•

•

•

•

•

•

•

•

82%

Risk Management

•

•

•

•

•

•

•

•

•

•

91%

Technology

•

•

•

•

•

•

•

•

73%

Global Experience

•

•

•

•

•

•

•

•

•

•

91%

Manufacturing / Logistics

•

•

•

•

•

45%

Gender and Diversity

•

•

•

•

•

45%

Age

51

62

58

72

72

63

69

65

62

65

68

64 years Average Age

2019 2020 PROXY STATEMENT    11    11

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DIRECTOR CONTINUOUS EDUCATION AND DEVELOPMENT

The Company places a high importance on the continuous development of its Board. Directors have opportunities for ongoing education and development through participation in meetings, subscriptionsubscriptions to relevant publications and attendance at activities and professional development training offered by associations such as the National Association of Corporate Directors and the Lead Director Network. Directors receive specialized presentations from experts in the Company'sCompany’s various businesses in the course of their service. Since the last annual shareholder meeting, these presentations have included updates on digital strategy, customer support, and the operations of certain Energy &and Transportation businesses.businesses, cybersecurity, lean manufacturing, connected assets and the Cat® dealer network. These opportunities allow directors to be well-informedwell informed and to expand their knowledge of trends and issues relevant to their role. Directors are also given development and education opportunities through direct meetingsspeaking or meeting directly with companymembers of management and other employees, Company dealers and customers to better understand the Company’s operations and business and also through attending industry trade shows such as CONEXPO.

BOARD’S ROLE IN RISK OVERSIGHT

The Board has oversight for risk management with a focus on the most significant risks facing the Company, including strategic, operational, financial and legal compliance risks. The Board’s risk oversight process builds upon management’s risk assessment and mitigation processes, which include an enterprise risk management program, regular internal management disclosure and compliance committee meetings, a code of business conduct that applies to all employees, executives and directors, quality standards and processes, an ethics and compliance program and comprehensive internal audit processes. The Board’s risk oversight role also includes the selection and oversight of the independent auditors. The Board implements its risk oversight function both as a full Board and through delegation to Board committees, which meet regularly and report back to the full Board. The Board has delegated the oversight of specific risks to Board committees that align with their functional responsibilities.

The Audit Committee (AC) assists the Board in overseeing the enterprise risk management program and evaluates and monitors risks related to the Company’s financial reporting requirements, includingsystem of internal controls, the Company’s internal audit functionprogram, the independent auditor, the compliance program, and the independent auditor.information security program. The AC also assesses other risks faced by the Company including cybersecurity and information technology risks and the controls implemented to monitor and mitigate these risks. The Chief Information Officer regularly attends all bimonthly AC meetings.meetings and provides cybersecurity updates to the AC and Board. The Compensation and Human Resources Committee (CHRC) monitors and assesses risks associated with the Company’s employment and compensation policies and practices. The Public Policy and Governance Committee (PPGC) oversees various governance matters and risks related to public policy and environmental, health and safety matters affecting the Company.

DIRECTOR NOMINATIONS AND EVALUATIONS

PROCESS FOR NOMINATING AND EVALUATING DIRECTORS

The PPGC solicits and receives recommendations for potential director candidates from shareholders, management, directors and other sources. In its assessment of each potential candidate, the PPGC considers each candidate’s professional experience, integrity, honesty, judgment, independence, accountability, willingness to express independent thought, understanding of the Company’s business and other factors that the PPGC determines are pertinent in light of the current needs of the Board. Candidates must have successful leadership experience and stature in their primary fields, with a background that demonstrates an understanding of business affairs as well as the complexities of a large, publicly-held company. In addition, candidates must have demonstrated an ability to think strategically and make decisions with a forward-looking focus and the ability to assimilate relevant information on a broad range of complex topics. In evaluating director candidates, the PPGC also considers key skills and experience related to the Company'sCompany’s strategy for long-term profitable growth, which identifies services, expanded offerings and operational excellence as primary focus areas. Moreover, candidates must have the ability to devote the time necessary to meet a director’s responsibilities and serve on no more than four public company boards in addition to Caterpillar.

The Board values diversity of talents, skills, abilities and experiences and believes that Board diversity of all types enhances the performance of the Board and provides significant benefits to the Company. Although the Board has no specific diversity policy,Accordingly, the PPGC considerstakes into account the diversity of the Board in selecting new director candidates.

2019 2020 PROXY STATEMENT    12    12

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DIRECTOR RECRUITMENT PROCESS

CANDIDATE RECOMMENDATIONS		PPGC		BOARD OF DIRECTORS		SHAREHOLDERS
from Shareholders, Management, Directors, and other sources		Discusses & Reviews Qualifications and Expertise Enterprise Strategy Board Needs Diversity Interviews Recommends Nominees		Discusses PPGC Recommendations Analyzes Independence Selects Nominees		Vote on Nominees at Annual Meeting

The following table summarizes certain key characteristics of the Company’s businesses and the associated qualifications, skills and experience that the PPGC believes should be represented on the Board.

NOMINATIONS FROM SHAREHOLDERS

The PPGC considers unsolicited inquiries and director nominees recommended by shareholders in the same manner as nominees from all other sources. Recommendations should be sent to the CorporateSecretary located at 510LakeCookRoad,Suite100,Deerfield,IL 60015.60015. Shareholders may nominate a director candidate to serve on the Board by following the procedures described in our bylaws. Deadlines for shareholder nominations for Caterpillar’s 20202021 Annual Meeting of Shareholders are included in the “Shareholder Proposals and Director Nominations for the 20202021 Annual Meeting” section on page 60.58.

The number of persons comprising the Caterpillar Board of Directors is currently established as 12.11. If any of the Board’s nominees should become unavailable to serve as a Director prior to the Annual Meeting, the size of the Board and number of Board nominees will be reduced accordingly.

2019 2020 PROXY STATEMENT    13    13

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DIRECTOR CANDIDATE BIOGRAPHIES AND QUALIFICATIONS

Directors have been in their current positions for the past five years unless otherwise noted. Information is as of April 12, 2019.14, 2020. The Board has nominated the following individuals to stand for election for a one-year term expiring at the Annual Meeting of Shareholders in 2020.2021.

		KELLY A. AYOTTE	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Former U.S. Senator representing New Hampshire   Age 5051 Director since: 2017 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ News Corporation ■ Bloom Energy CorporationThe Blackstone Group Inc. ■ Boston Properties, Inc. ■ News Corporation	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ NoneBloom Energy Corporation
Former Senator Ayotte provides the Board with leadership experience and in-depth knowledge in the areas of public policy, government and law from her experience as U.S. Senator, Attorney General, Deputy Attorney General, and Chief of the Homicide Prosecution Unit for New Hampshire. She offers valuable insights on important public policy issues from her service on the Senate Commerce, Science and Transportation Committee and financial experience from her service on the Senate Budget Committee. In addition to the directorships mentioned above, former Senator Ayotte currently serves on three nonprofit boards that focus on human rights and other global issues.

		DAVID L. CALHOUN	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Senior Managing DirectorPresident and HeadCEO of Portfolio Operations of The Blackstone Group L.P. (private equity firm)Boeing Company (aircraft and defense)   Age 6162 Director since: 2011 INDEPENDENT Presiding Director	OTHER CURRENT DIRECTORSHIPS: ■ The Boeing Company ■ Gates Industrial Corporation plc	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance, Chair OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ Gates Industrial Corporation plc ■ Nielsen Holdings plc
Mr. Calhoun has been Senior Managing Director and Head of Portfolio Operations of The Blackstone Group L.P. since 2014 and served as Executive Chair of Nielsen Holdings N.V. (marketing and media information) from 2014 to 2015. Prior to his position at Blackstone, Mr. Calhoun served as Chairman of the Executive BoardPresident and CEO of The Boeing Company since 2020. Prior to leading Boeing, Calhoun served as senior managing director and head of portfolio operations at The Blackstone Group from 2014. Previously, he also served as executive chairman of the board for Nielsen Holdings from January 2014 to January 2016 and served as Nielsen CEO for seven years beginning in 2006. Mr. Calhoun began his career at The General Electric Company B.V. from 2006(GE), where he rose to 2013. Hevice chairman of the company and president and chief executive officer of GE Infrastructure, its largest business unit. During his 26 years at GE, he held a number of operating, finance and marketing roles, and led multiple business units, including GE Transportation and GE Aircraft Engines.He provides valuable insight and perspective to the Board on strategic and business matters, stemming from his extensive operational, executive and management experience with Blackstone and Nielsen and his previous roles at General Electric (GE). Mr. Calhoun also has significant manufacturingHe provides valuable insight and advanced technology industry expertise as evidenced byperspective to the Board on strategic and business matters, stemming from his leadership of GE’s aircraft enginesextensive operational, executive and transportation businesses.management experience. The Board elected Mr. Calhoun as Presiding Director in 2018.

2020 PROXY STATEMENT    14

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		DANIEL M. DICKINSON	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Managing Partner of HCI Equity Partners (private equity firm)   Age 5758 Director since: 2006 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ None	CATERPILLAR BOARD COMMITTEE ■ Audit, Chair OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ MISTRAS Group, Inc.None
Mr. Dickinson has served as Managing Partner of HCI Equity Partners since 2001. His experience in mergers and acquisitions, private equity business and investment banking provides important insights for evaluating investment opportunities. Mr. Dickinson’s significant financial experience, both in the U.S. and internationally, contributes to the Board’s understanding and ability to analyze complex issues. His experience as a former director of a large, publicly-traded multinational corporation enables him to provide meaningful input and guidance to the Board.

2019 PROXY STATEMENT    14

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		JUAN GALLARDO	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Chairman and Former CEO of Organización CULTIBA, S.A.B. de C.V. (beverage industry)   Age 7172 Director since: 1998 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Grupo Aeroportuario del Pacifico, S.A.B. de C.V. ■ Grupo Financiero Santander Mexico, S.A.B. de C.V. ■ Organización CULTIBA, S.A.B. de C.V.	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ LafargeHolcim Ltd.
Mr. Gallardo retired as the CEOis Chairman of Organización CULTIBA, S.A.B. de C.V. where he retired as CEO in February 2016. Mr. Gallardo resides in Mexico, where Caterpillar has a presence. The Board believes Mr. Gallardo’s international business experience, particularly in Latin America, is important for the Company’s understanding of these markets. His extensive background and active engagement in trade-related issues also contributes to the Board’s expertise. In addition, his experience as a CEO and director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board in many areas, including risk oversight and strategy.

		DENNIS A. MUILENBURG	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Chairman, President and CEO of The Boeing Company (aircraft and defense) Age 55 Director since: 2011 INDEPENDENT	■ The Boeing Company	■ Audit OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None
Mr.Muilenburg has been Chairman since 2016, President since 2013 and CEO since 2015 of The Boeing Company. He served as Vice Chairman, President and Chief Operating Officer of The Boeing Company from 2013 to 2015. Prior to that, he was Executive Vice President of The Boeing Company and President and CEO of Boeing Defense, Space & Security from 2009 to 2013. Mr. Muilenburg provides valuable insight to the Board on strategic and business matters, stemming from his experience with large scale product development programs and his worldwide supply chain and manufacturing expertise. He also contributes financial and technology expertise, and his experience as CEO of a large, publicaly-traded multinational corporation enables him to provide key insights to the Board on issues such as risk management, corporate finance and cybersecurity.

		WILLIAM A. OSBORN	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
		Former Chairman and CEO of Northern Trust Corporation and The Northern Trust Company (financial services)   Age 7172 Director since: 2000 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Abbott Laboratories ■ General Dynamics Corporation	CATERPILLAR BOARD COMMITTEE ■ Audit OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None
Mr. Osborn retired as Chairman in 2009 and as CEO in 2008 of Northern Trust Corporation and The Northern Trust Company. He provides the Board with valuable financial expertise and experience. In addition, his experience as a CEO and director of other large, publicly-traded corporations enables him to provide meaningful input and guidance in many areas, including public company governance, corporate finance and risk oversight.

2019 2020 PROXY STATEMENT    15    15

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		DEBRA L. REED-KLAGES	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Former Chairman and CEO of Sempra Energy (energy infrastructure and utilities)   Age 6263 Director since: 2015 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Chevron Corporation ■ Lockheed Martin Corporation	CATERPILLAR BOARD COMMITTEE ■ Compensation and Human Resources
			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ Halliburton Company ■ Oncor Electric Delivery Company LLC ■ Sempra Energy
Ms. Reed-Klages retired as Chairman of the Board and CEO of Sempra Energy in 2018, having served in these roles since 2012 and 2011, respectively. The power, oil and gas industries are key end-user markets for Caterpillar products and the Board believes Ms. Reed-Klages’ background provides valuable insights into trends in these industries. In addition, her experience as a CEO and director of other large, publicly-traded corporations enables her to provide meaningful input and guidance to the Board. Ms. Reed-Klages’ areas of expertise include commodity markets, sustainability and international operations.

		EDWARD B. RUST, JR.	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Former Chairman and CEO of State Farm Mutual Automobile Insurance Company (insurance)   Age 6869 Director since: 2003 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Helmerich & Payne, Inc. ■ S&P Global Inc.	CATERPILLAR BOARD COMMITTEE ■ Public Policy and GovernanceAudit OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None
Mr. Rust retired as Chairman in 2016 and as CEO in 2015 of State Farm Mutual Automobile Insurance Company. His financial and business experience is valuable to the Board. His role as a past Chairman of the U.S. Chamber of Commerce, CEO of a major national corporation and experience as a director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board, including with respect to public company governance and strategy. In addition, his extensive involvement in education improvement complements the Company’s culture of social responsibility.

		SUSAN C. SCHWAB	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Professor at the University of Maryland School of Public Policy and Strategic Advisor for Mayer Brown LLP (global law firm)   Age 6465 Director since: 2009 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ The Boeing Company ■ FedEx Corporation ■ Marriott International, Inc. ■ The Boeing Company	CATERPILLAR BOARD COMMITTEE ■ Public Policy and Governance OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None
Ambassador Schwab has been Professor at the University of Maryland School of Public Policy since 2009 and Strategic Advisor for Mayer Brown LLP since 2010. She held various positions previously, including U.S. Trade Representative (member of the President’s Cabinet) and Assistant Secretary of Commerce. Ambassador Schwab brings extensive knowledge, insight and experience on international trade and commerce issues to the Board. Her educational experience and role as the U.S. Trade Representative provide important insights for the Company’s global business model and long-standing support of open trade. In addition, her experience as a director of other large, publicly-traded multinational corporations enables her to provide meaningful input and guidance to the Board, including on strategy and the evaluation of global economic conditions.

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		D. JAMES UMPLEBY III	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Chairman and CEO of Caterpillar Inc.   Age 6162 Director since: 2017 MANAGEMENT	OTHER CURRENT DIRECTORSHIPS: ■ Chevron Corporation	CATERPILLAR BOARD COMMITTEE ■ None
			OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS:
			■ None
Mr. Umpleby has been CEO of Caterpillar since January 1, 2017.2017, and was elected Chairman of the Board in 2018. He served as a Group President of Caterpillar from 2013 to 2016 with responsibility for Caterpillar’s Energy & Transportation segment and served as a Caterpillar Vice President and President of Solar Turbines from 2010 to 2012. The Board elected Mr. Umpleby Chairman of the Board in 2018. Mr. Umpleby developed a deep knowledge of the Company and its end markets by serving in a wide range of leadership roles. He has extensive international experience and has worked in manufacturing, engineering, marketing, sales and services. Mr. Umpleby’s strategic planning and execution skills, along with his extensive industry experience, enables him to provide effective leadership of the Company and the Board.

		MILES D. WHITE	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Executive Chairman and CEO of the Board, Abbott Laboratories (medical devices and biotechnology)   Age 6465 Director since: 2011 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Abbott Laboratories ■ McDonald’s Corporation	CATERPILLAR BOARD COMMITTEE ■ Compensation and Human Resources, Chair OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ None
Mr. White has beenserves as Executive Chairman of the Board of Abbott Laboratories. Mr. White, who joined Abbott in 1984, served as Abbott’s Chairman and CEO of Abbott Laboratories since 1999.from 1999 to 2020. His experience as the CEO ofleading a large, complex multinational company provides important insight to the Board. Mr. White’s skills include knowledge of cross-border operations, strategy and business development, risk assessment, finance, leadership development and succession planning, and corporate governance matters. In addition to his role as a CEO, hiswith Abbott Laboratories, Mr. White’s experience as a director of other large, publicly-traded multinational corporations enables him to provide meaningful input and guidance to the Board.

		RAYFORD WILKINS, JR.	OTHER CURRENT DIRECTORSHIPS:	CATERPILLAR BOARD COMMITTEE
	Former CEO of Diversified Businesses at AT&T Inc. (telecommunications)   Age 6768 Director since: 2017 INDEPENDENT	OTHER CURRENT DIRECTORSHIPS: ■ Morgan Stanley ■ Valero Energy Corporation	CATERPILLAR BOARD COMMITTEE ■ Compensation and Human Resources OTHER DIRECTORSHIPS WITHIN THE LAST FIVE YEARS: ■ América Móvil, S.A.B. de C.V.None
Mr. Wilkins retired as CEO of Diversified Businesses at AT&T Inc. in 2012. His expertise and oversight experience in the information technology arena is valuable to the Board. In addition, Mr. Wilkins’ experience as a CEO and director of other large, publicly-traded corporations enables him to provide meaningful input and guidance to the Board, including with respect to corporate finance and customer and product support.

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DIRECTOR COMPENSATION

The following table sets forth information concerning the compensation for our non-employee directors during the year ended December 31, 2018.2019. Mr. Umpleby, who served as Chairman and CEO during 2018 and, effective December 12, 2018, as Chairman of the Board,2019, did not receive separate compensation for his service on the Board.

Compensation for non-employee directors for 20182019 was comprised of the following components:

Directors are required to own Caterpillar common stock equal to five times their annual cash retainer. Directors have a five-year period from the date of their election or appointment to meet the target ownership guidelines. All Directors are in compliance with these guidelines. In addition, under the Company's Directors'Company’s Directors’ Deferred Compensation Plan, Directorsdirectors may defer 50 percent or more of their annual cash retainer and stipend into an interest-bearing account or an account representing phantom shares of Caterpillar stock, and effective for grants made on or after January 1, 2019, directors may defer 50 percent or more of any stock-based compensation (other than options and stock appreciation rights) upon vesting into an account representing phantom shares of Caterpillar stock. Directors that joined the Board prior to April 1, 2008, also are able to participate in a Charitable Award Program, under which a donation of up to $500,000 will be made by the Company in the director’s name to charitable organizations selected by the director and a donation of up to $500,000 also will be made by the Company in the director’s name to the Caterpillar Foundation. Directors derive no financial benefit from the Charitable Award Program.

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DIRECTOR COMPENSATION FOR 20182019

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BOARD ELECTION AND LEADERSHIP STRUCTURE

Directors are elected at each annual meeting to serve for a one-year term. In uncontested elections, directors are elected by a majority of the votes cast for such directorship. If an incumbent director does not receive a greater number of “for” votes than “against” votes, such director must tender his or her resignation to the Board. In contested elections, directors are elected by a plurality vote. Directors must retire at the end of the calendar year in which they reach

The mandatory retirement age for directors is 74. Each director who will have reached the age of 72.74, on or before the date of the next shareholders’ meeting, shall not stand for re-election at that annual meeting of the shareholders without an express waiver by the Board.

Under Caterpillar'sCaterpillar’s bylaws, the directors annually elect a Chairman. The Board has no fixed policy on whether or not to have an executive or non-executive chairman and believes this determination should be made based on the best interests of the Company and its shareholders in light of the circumstances at the time. On the recommendation of the PPGC, the Board has elected D. James Umpleby III as its Chairman on December 12, 2018. Mr. Umpleby has served as CEO and a director since January 1, 2017. David L. Calhoun was electedas its Presiding Director on December 12, 2018. Mr. Calhoun had served as non-executive Chairman since April 1, 2017.Director.

In the role of Presiding Director, Mr. Calhoun provides strong independent oversight of management and serves as a liaison between the independent directors and the Chairman and CEO, as further described below. Mr. Calhoun also leads the Board'sBoard’s annual evaluation of Mr. Umpleby, and the independent members of the Board set Mr. Umpleby'sUmpleby’s compensation annually based on the recommendation of the Compensation and Human Resources Committee.

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DUTIES AND RESPONSIBILITIES OF PRESIDING DIRECTOR

The Board believes it is important to maintain flexibility as to the Board’s leadership structure. The Board will continue to regularly review its leadership structure and exercise its discretion in recommendingadopting an appropriate and effective framework to assure effective governance and accountability, taking into consideration the needs of the Board and the Company.

CORPORATE GOVERNANCE GUIDELINES AND CODE OF CONDUCT

Our Board has adopted Guidelines on Corporate Governance Issues (Corporate Governance Guidelines), which are available on our website at www.caterpillar.com/governance.governance. The guidelines reflect the Board’s commitment to oversee the effectiveness of policy and decision-making both at the Board and management level, with a view to enhance shareholder value over the long term.

Caterpillar’s code of conduct is called Our Values in Action. Integrity, Excellence, Teamwork, Commitment and Sustainability are the core values identified in the code. Our Values in Action apply to all members of the Board and to management and employees worldwide. These values embody the high ethical standards that Caterpillar has upheld since its formation in 1925. Our Values in Action is available on our website at www.caterpillar.com/code.

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BOARD EVALUATION PROCESS

The Board conducts an annual self-evaluation to determine whether the Board and its committees are functioning effectively. In 2018,2019, the Chairman of the Public Policy and Governance Committee contactedinterviewed each Board member to solicit their feedback. The Public Policy and Governance Committee also developed a discussion outline to facilitate the self-evaluation performed at the Board’s year-end meeting. The Public Policy and Governance Chairman then led a discussion during the Board’s executive session. Each of the committees of the Board followed a similar process.process and reported to the Board on the outcome of their self-evaluations. The self-evaluation provides the Board with actionable feedback to enhance its performance and effectiveness.

BOARD COMMITTEES

The Board has three standing committees: Audit, Compensation and Human Resources, and Public Policy and Governance. Each committee meets regularly throughout the year, reports its actions and recommendations to the Board, receives reports from management, annually evaluates its performance and has the authority to retain outside advisors at its discretion. The current primary responsibilities of each committee are summarized below and set forth in more detail in each committee’s written charter, which can be found on Caterpillar’s website at www.caterpillar.com/governance.governance. All committee members are independent under Company, NYSE and SEC standards applicable to Board and committee service, and the Board has determined that each member of the Audit Committee is “financially literate” and an “audit committee financial expert” as defined under SEC rules.

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AUDIT COMMITTEE

COMPENSATION AND HUMAN RESOURCES COMMITTEE

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PUBLIC POLICY AND GOVERNANCE COMMITTEE

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DIRECTOR INDEPENDENCE DETERMINATIONS

The Company’s Guidelines on Corporate Governance Issues establish that no more than two non-independent directors may serve on the Board at any point in time. A director is “independent” if he or she has no direct or indirect material relationship with the Company or with senior management of the Company and their respective affiliates. Annually, the Board makes an affirmative determination regarding the independence of each director based upon the recommendation of the PPGC and in accordance with the standards in the Company’s Guidelines on Corporate Governance Issues, which are available on our website at www.caterpillar.com/governance.governance.

Applying these standards, the Board determined that each of the director nominees, and all other directors who served during 2019, met the independence standards except Mr. Umpleby, who is a current employee of the Company. In reaching this determination, the Board considered, with respect to Ms. Reed-Klages, ordinary course business between Sempra Energy and Caterpillar involving the purchase or sale of equipment engines and energy, subject to usual trade terms.

COMMUNICATION WITH THE BOARD

Shareholders, employees and all other interested parties may communicate with any of our directors individually, our Board as a group, our independent directors as a group or any Board committee as a group by email or regular mail:

BY EMAIL	BY MAIL
send an email to directors@cat.com	mail to Caterpillar Inc. c/o Corporate Secretary 510 Lake Cook Road, Suite 100 Deerfield, IL 60015

CONTACTINGCATERPILLAR

While the Board oversees management, it does not participate in day-to-day management functions or business operations. If you wish to submit questions or comments relating to these matters, please use the Contact Us form on our website at www.caterpillar.com/contact, which will help direct your message to the appropriate area of our Company.

All communications regarding personal grievances, administrative matters, the conduct of the Company’s ordinary business operations, billing issues, product or service related inquiries, order requests and similar issues will be directed to the appropriate individual within the Company. The Chairman of the Board has instructed the Chief Legal Officer, General Counsel and Corporate Secretary to consult with him if she is unsure who should receive the communication. If a permissible communication is sent, you will receive a written acknowledgement from the Corporate Secretary’s office confirming receipt of your communication.

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INVESTOR OUTREACH

We conduct an annual governance review and shareholder outreach throughout the year to ensure management and the Board understand and consider the issues that matter most to our shareholders and reflect the insights and perspectives of our many stakeholders.

SUSTAINABILITY

Caterpillar has set aspirational goals for its operations and product stewardship. We believe these standards affirm our determination to lead our industry to a more sustainable future. You can track our progress toward achieving these goals by visiting our website www.caterpillar.com/sustainability.

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POLITICAL CONTRIBUTIONS AND LOBBYING

The actions that governments take can impact the Company, our employees, customers and shareholders. It is important for government leaders to understand the impact of such actions. For this reason, the Company participates in the political process and advocates in a responsible and constructive manner on issues that advance the Company’s goals and protect shareholder value.

To promote transparency and good corporate citizenship, the Company provides voluntary disclosure relating to its political contribution activities and its political action committee, its engagement in public policy issues and global issues of importance to the Company, including detailed information on the Company’s position with respect to such issues. This information is disclosed on our website at www.caterpillar.com/contributions and includes an itemized list of organizations and individuals that received political contributions from Caterpillar or the Caterpillar Political Action Committee. It also includes a summary of some of the public policy issues important to the Company that may cause us to engage in public advocacy.

Caterpillar’s political and advocacy activities at the state, federal and international levels are managed by the Vice President, Global Government & Corporate Affairs, who coordinates and reviews with senior management the legislative and regulatory priorities that are significant to the Company’s business, and shareholders, as well as related advocacy activities. To ensure appropriate Board oversight of political activities, the Board’s Public Policy and Governance Committee reviews the Company’s legislative and regulatory priorities, the Company’s policy on political activities and contributions and Caterpillar’s significant political activities, including corporate political contributions, political contribution activities of the Company’s political spending andCaterpillar Political Action Committee, trade association expenditures as well as the activities ofparticipation and Caterpillar’s Political Action Committee.legislative and regulatory priorities.

RELATED PARTY TRANSACTIONS

Caterpillar has a written policy governing the approval of transactions with the Company that are expected to exceed $120,000 in any calendar year in which any director, executive officer or their immediate family members will have a direct or indirect material interest. Under the policy, all such transactions must be approved in advance or ratified by the PPGC.

The director or officer must submit the details of the transaction to the Company’s Chief Legal Officer, General Counsel and Corporate Secretary, including whether the related person or his or her immediate family member has or will have a direct or indirect interest (other than solely as a result of being a director or a less than 10 percent beneficial owner of an entity involved in the transaction). The Chief Legal Officer, General Counsel and Corporate Secretary will then submit the matter to the PPGC for its consideration.

From time to time, related persons of Caterpillar may purchase products or services of the Company and its subsidiaries. In connection with these purchases, Caterpillar may provide marketing support directly or indirectly through independent dealers, consistent with sales under similar circumstances to unaffiliated third parties.

For approximately four months in 2018, Joseph E. Creed served as interim Chief Financial Officer of the Company. Mr. Creed’s brother-in-law is employed by the Company as a Product Supply Network Engineer and, consistent with the Company’s compensation policies applicable to other employees of similar title and responsibility, earned aggregate annual compensation of approximately $162,000 for fiscal 2018. Mr. Creed’s father-in-law is a retired employee of the Company and in 2018 received approximately $146,000 for work done as a consultant with CGN & Associates, Inc, including work done for the account of the Company. Caterpillar employs CGN to provide a variety of consulting services, including supply chain optimization, and paid CGN approximately $26 million for its services in 2018. The foregoing relationships existed prior to Mr. Creed's appointment as interim CFO and, consistent with the Company's policy, were reviewed and approved or ratified by the PPGC.

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AUDIT

PROPOSAL 2 2– RATIFICATION OF OUR INDEPENDENT REGISTERED PUBLICACCOUNTINGFIRM

PROPOSAL SNAPSHOT

What am I voting on? Shareholders are being asked to approve the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers (PwC) as the Company’s independent auditor for 2020. Board Voting Recommendation: FOR the ratification of our independent registered public accounting firm.

Shareholders are being asked to approve the ratification of the Audit Committee’s appointment of PricewaterhouseCoopers (PwC) as the Company’s independent auditor for 2019.

Board Voting Recommendation:

FOR the ratification of our independent registered public accounting firm.

The Audit Committee (AC) is directly responsible for the appointment, compensation, retention and oversight of the Company’s independent auditor. PwC has been Caterpillar'sCaterpillar’s independent auditor since 1925. Through its extensive experience with the Company, PwC has gained institutional knowledge and a deep understanding of the Company’s operations and business, accounting policies and practices and internal control over financial reporting. The AC believes that the retention of PwC to serve as the Company’s independent auditor is in the best interests of the Company and its shareholders. If the appointment of PwC is not approved by the shareholders, the AC will consider whether it is appropriate to select another independent auditor.

Representatives of PwC will be present at the Annual Meeting and will have the opportunity to make a statement if they desire to do so. The representatives will also be available to respond to questions at the meeting.

AUDIT FEES AND APPROVAL PROCESS

The AC pre-approves all audit and non-audit services to be performed by the independent auditors in compliance with the Sarbanes-Oxley Act and the SECSecurities and Exchange Commission (SEC) rules regarding auditor independence. The policies and procedures are detailed as to the particular service and do not delegate the AC’s responsibility to management. The policies and procedures address any service provided by the independent auditors and any audit or audit-related services to be provided by any other audit service provider. The pre-approval process includes an annual and interim component.

Annually, not later than February of each year, management and the independent auditors jointly submit a service matrix of the types of audit and non-audit services that management may wish to have the independent auditor perform for the current year. The service matrix categorizes the types of services by audit, audit-related, tax and all other services. Management and the independent auditors jointly submit an annual pre-approval limits request. The request lists aggregate pre-approval limits by service category. The request also lists known or anticipated services and associated fees. The AC approves or rejects the pre-approval limits and each of the listed services on the service matrix.

During the course of the year, the AC chairman has the authority to pre-approve requests for services that were not approved in the annual pre-approval process. However, all services, regardless of fee amounts, are subject to restrictions on the services allowable under the Sarbanes-Oxley Act and SEC rules regarding auditor independence. In addition, all fees are subject to ongoing monitoring by the AC.

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INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEE INFORMATION

Fees for professional services provided by our independent auditor included the following (in millions):

ANONYMOUS REPORTING OF ACCOUNTING AND OTHER CONCERNS

The AC has established a means for the anonymous and other reporting (where permitted by law) of (i) suspected or actual violations of the code of conduct, our enterprise policies or applicable laws, including those related to accounting practices, internal controls or auditing matters and procedures; (ii) theft or fraud of any amount; (iii) insider trading; (iv) issues with respect to the performance and execution of contracts; (v) conflicts of interest; (vi) violations of securities and antitrust laws; (vii) violations of prohibited harassment policy; and (viii) violations of any applicable anti-bribery law.

Any employee, supplier, customer, shareholder or other interested party can submit a report via the following methods:

AUDIT COMMITTEE REPORT

The AC operates under a written charter adopted by the Board of Directors, and each of its members meets the independence and financial literacy standards contained in the NYSE Listed Company rules, SEC rules and Caterpillar’s Guidelines on Corporate Governance Issues. The Board has determined that each member of the AC qualifies as an audit committee financial expert under SEC rules and has accounting or related financial management expertise.

Management is responsible for the Company’s internal controls and the financial reporting process. PwC, acting as independent auditor, is responsible for performing an independent audit of the Company’s consolidated financial statements and internal control over financial reporting in accordance with standards established by the Public Company Accounting Oversight Board (PCAOB).

The AC has discussed with the Company’s independent auditor the overall scope and execution of the independent audit and has reviewed and discussed the audited financial statements with management. The AC also discussed with the independent auditors other matters required by PCAOB auditing standards.

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The independent auditors provided to the AC the written communications required by applicable standards of the PCAOB regarding the independent accountant’s communications with the AC concerning independence, and the AC discussed the independent auditors’ independence with management and the auditors. The AC also considered whether the provision of other non-audit services by the Company’s independent auditors to the Company is compatible with maintaining independence.

The AC concluded that the independent auditors’ independence had not been impaired.

Based on the reviews and discussion referred to above, the AC recommended to the Board that the audited consolidated financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2018.2019.

By the members of the Audit Committee:⁽¹⁾

William A. Osborn (Chairman)	Daniel M. Dickinson	Dennis A. Muilenburg	Rayford Wilkins, Jr.

William A. Osborn

Edward B. Rust, Jr.

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COMPENSATION

PROPOSAL 3 – ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION

PROPOSAL SNAPSHOT

What am I voting on? Shareholders are being asked to approve, on an advisory basis, the compensation of named executive officers as disclosed in this proxy statement. Board Voting Recommendation: FORapproval of executive compensation.

On an annual basis, and in compliance with Section 14A of the Securities Exchange Act of 1934, shareholders are being asked to vote on the following advisory resolution:

“RESOLVED, that the compensation of Caterpillar’s named executive officers as described under ‘Compensation Discussion and Analysis,’ the compensation tables and the narrative discussion associated with the compensation tables in Caterpillar’s proxy statement for its 20192020 Annual Meeting of Shareholders is hereby APPROVED.”

This vote is advisory and therefore not binding on Caterpillar, the Compensation and Human Resources Committee (CHRC) or the Board. The Board and the CHRC value the opinion of Caterpillar’s shareholders, and to the extent there is any significant vote against Caterpillar’s named executive officer compensation, the Board will consider the reasons for such a vote, and the CHRC will evaluate whether any actions are necessary to address those concerns.

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COMPENSATION DISCUSSION & ANALYSIS

EXECUTIVE SUMMARY

GOVERNANCE AND PAY FOR PERFORMANCE PHILOSOPHY

The Compensation and Human Resources Committee (CHRC) believes the executive compensation program at Caterpillar should be structured to align the interests of executives and shareholders. Their interest lies in rewarding value creation at all stages of the business cycle and providing an increasing percentage of performance-based compensation at higher levels of executive responsibility. This performance-based compensation should be both market competitive and internally equitable.

Changes made over the years to further align pay with performance have received favorable feedback from our shareholders and support for our 20182019 “say on pay” vote of approximately 9495 percent reflects this positive response.

In 2018,2019, we continued our shareholder outreach on environmental, social, governance and compensation topics, reaching out to the holders of approximately 4540 percent of our outstanding shares, to discuss various matters including governance, executive compensation, sustainability and operational performance. In these meetings, our shareholders generally expressed a continued positive view with respect to our executive compensation program.

After considering feedback received from our shareholders through our outreach efforts and the 20182019 “say on pay” results, the CHRC determined that the Company’s executive compensation philosophy, compensation objectives and compensation elements continued to be appropriate and did not make any materialmade only modest changes to the executive compensation program.

There isThe CHRC conducts an ongoing review of the Company’s executive compensation program to evaluate whether the program supports the Company’s compensation philosophy and objectives and to monitor the program’s alignment with its high-prioritystrategic business objectives and strategy.objectives. In connection with this ongoing review, and based on feedback received through our shareholder outreach, the CHRC continues to implement and maintain what it believes are best practices for executive compensation and governance. Below is a summary of those practices:

WHAT WE DO			WHAT WE DON'TDON’T DO
	Robust stock ownership requirements			No individual change-in-control agreements
	Robust annual benchmarking process			No tax gross-ups on change-in-control benefits
	Rigorous CHRC oversight of incentive metrics, goals and pay/performance relationship			No backdating, repricing or granting of option awards retroactively
	Clawback Policy
	Limited executive perquisites
	Strict anti-hedging and anti-pledging policies
	Independent compensation consultant

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COMPENSATION PROGRAM STRUCTURE

We are committed to developing and implementing an executive compensation program that directly aligns the interests of our Named Executive Officers (NEOs) with the long-term interests of shareholders. To that end, the objectives of the Company’s executive compensation program are to attract, motivate and retain talented executive officers who will improve the company’s performance and provide long-term strategic leadership. The majority of targeted total compensation for our NEOs is equity-based, vests over multiple years and is tied directly to long-term value creation for shareholders. NEO compensation is composed of three primary components:

BASE SALARY		ANNUAL INCENTIVE PLAN (AIP)		LONG-TERM INCENTIVE
Competitive pay to attract and retain talented executives		An opportunity to earn an annual cash award based on the Company’s financial performance and high-prioritystrategic business objectives		A mix of performance-based restricted stock units (PRSUs) and stock options to align management’s interests with long-term shareholders'shareholders’ interests

Approximately 8990 percent of our CEO’s 20182019 total targeted total compensation was variable and/or at-risk compensation, including 50 percent of long-term incentives in the form of PRSUs.

20182019 CEO COMPENSATION ELEMENTS

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BUSINESS PERFORMANCE AND RESULTS

Caterpillar delivered outstanding resultsstrong operational performance and achieved our best safety performance on record in 2018. Many of our end markets improved, our team capitalized on the opportunity and we achieved excellent results. As demand improved during the year, we stayed2019. We remained disciplined and maintainedfocused on control of our structural costs, while continuing to introduce new products, further develop our digital capabilities,achieving an Enterprise Operating Profit Margin* of 15.4% on $53.8 billion of sales and executerevenues for the changes outlined in our strategy. In addition, we delivered the highest profit per share in the Company’s history andyear. We generated strong operating cash flow. Asflow and as a result, the Company returned $5.8were able to return $6.2 billion of capital to shareholders, including $3.8$4.0 billion in share repurchases andrepurchases. We also raised the dividend by ten percent20% in 2018. This marked the 25^th consecutive year we2019 and paid higher dividends toof $2.1 billion, maintaining our shareholders, earning recognitionstatus as a member of the S&P 500 Dividend Aristocrats.Aristocrat. We achieved our 2019 Investor Day Targets for operating margin and returned substantially all Machinery, Energy & Transportation (ME&T) free cash flow to shareholders.

Our key financial and business results for 20182019 included the following:

PROFITABLE GROWTH		SALES AND REVENUES
* EnterpriseOperatingProfitisusedindeterminingperformanceunderourAnnualIncentivePlan.Enterprise Operating Profit and Adjusted Profit Per Share are non-GAAP measures and a reconciliation to the most directly comparable GAAP measure is included on page 62.

STRONG BALANCE SHEET AND CASH FLOW		TOTAL SHAREHOLDER RETURN (TSR)

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IMPORTANT INFORMATION REGARDING FISCAL 2020 COMPENSATION FOR NAMED EXECUTIVE OFFICERS

Due to the potential impact of the COVID-19 pandemic on Caterpillar’s business, management recommended that all Named Executive Officers not receive a 2020 base salary increase or an Annual Incentive Plan payment for 2020 fiscal year results. The CHRC and Board of Directors took the actions necessary to implement these recommendations by management.

PAY OUTCOMES DEMONSTRATE ALIGNMENT WITH COMPANY PERFORMANCE

Consistent with the CHRC’s pay-for-performance philosophy, these improvements in business results were reflected in the resulting pay decisions made for our CEO and the other NEOs in 2018.2019. Compensation outcomes for 20182019 included the following items:

CEO COMPENSATION

In 2018,2019, the CHRC recommended and the Board approved changesa 6.7% increase to Mr. Umpleby’s compensation, in part to recognize his exceptional performance results and leadership, and also to increase his base salary in recognition of his performance and annual target incentive to further align his target compensation with the peer group median. Similarly, the Board approved a ten percent adjustment to his annual incentive for 2019. This adjustment recognized Mr. Umpleby’s actualdemonstrated leadership in advancing the enterprise services growth strategy and for leading operational excellence improvements resulting in more durable profitability — notably, delivering greater operating margins as a percent of sales — a key driver of long-term shareholder value and the foundation of higher market multiples. The annual incentive award reflects the Company’s strong results in 2018. And, the 2018was paid at 83% of target. Mr. Umpleby’s 2019 Long-Term Incentive grant was set at the 8050^th percentile of the Company’s peer group reflecting his outstanding performance achievements in 2017 and the Company’s overall TSR results.results and performance achievements.