DINAPOLI: CATERPILLAR RESOLUTION ON SUDAN UP FOR VOTE

(The following press release from the Office of the New York State Comptroller
Thomas P. DiNapoli was received by e-mail. The sender verified the statement.) 
Contact: Eric Sumberg, 212-681-4840 
March 21, 2013 
SEC ACTION PUTS CATERPILLAR RESOLUTION ON SUDAN UP FOR SHAREHOLDER VOTE 
The New York State Common Retirement Fund’s shareholder resolution calling 
upon Caterpillar Inc. to take steps to ensure that the company’s foreign 
subsidiaries are not doing business with the government of Sudan will go 
before shareholders on June 12, New York State Comptroller Thomas P. 
DiNapoli announced today.  Caterpillar had attempted to block the 
resolution from appearing on its shareholder proxy statement to be voted 
upon at its annual meeting by petitioning the Securities and Exchange 
Commission (SEC) to allow its exclusion from the meeting agenda.  
“Caterpillar’s shareholders have a right to know that the company is 
taking all necessary steps to ensure that its products have not been sold 
to the Sudanese government, a state sponsor of international terrorism, 
through its foreign subsidiaries,” DiNapoli said. “Caterpillar hasn’t 
adequately addressed this issue, which presents significant risk to the 
Fund’s investment and Caterpillar’s reputation.  Caterpillar must become 
more transparent in how it intends to monitor its relationships with its 
buyers and distributors. ” 
As a member of the Conflict Risk Network, over the past six months 
DiNapoli engaged with Caterpillar to determine if the company had met the 
conditions of the resolution. The Network is a group of over 80 
governmental entities, institutional investors and asset management firms 
that tracks the impact of investment on human rights in countries affected 
by genocide and mass atrocities, including Sudan. 
“Conflict Risk Network and several of our investor members have made 
repeated attempts to engage with Caterpillar about its ‘Scrutinized’ 
classification and steps the company can take to fulfill its 
responsibility to respect human rights in Sudan,” said Network Director 
Kathy Mulvey. “Caterpillar has failed to respond meaningfully to our 
inquiries and we are concerned that its potential association with 
violence and human rights violations poses risks to civilians, and to 
Caterpillar’s business and reputation.” 
The resolution, which will be voted upon at the company’s annual 
shareholder meeting, cites several risk factors: 
·       Human rights abuses by the Sudanese government in the country’s 
Darfur region and state sponsorship of international terrorism which have 
led the U.S. government and other entities to impose sanctions and enact 
divestment legislation to limit trade and corporate business with the 
country;
·       Caterpillar admitting to sales in Sudan by its foreign 
subsidiaries totaling more than $265.5 million from fiscal year 2008 
through the first quarter of fiscal year 2011; 
·       The company’s acknowledgement in filings with the SEC that 
‘dealers and distributors of Caterpillar’s non-U.S. subsidiaries have in 
some cases sold products to the government of Sudan or entities controlled 
by it’; 
·       Caterpillar’s acknowledgement that such sales would be in 
violation of U.S. sanctions if conducted directly by the U.S.-based parent 
company;
·       The Conflict Risk Network’s adding of the company to its list of 
‘Scrutinized’ companies which may subject it to divestment or a 
prohibition on investment under Sudan divestment legislation enacted by a 
number of U.S. states and cities. 
The SEC, in a ruling dated March 7, 2013, denied Caterpillar’s request to 
exclude the proposal from its proxy materials because they: 
…are unable to concur in your view that Caterpillar may exclude the 
proposal…Based on the information you have presented, it does not appear 
that Caterpillar’s public disclosures compare favorably with the 
guidelines of the proposal.  
Accordingly, we do not believe that Caterpillar may omit the proposal from 
its proxy materials in reliance on rule 14a-8(i)(10). 
In 2009, DiNapoli announced that the pension fund had divested $86 million 
in investments from nine companies and froze investments in seven 
companies doing business in Iran and Sudan. 
As of March 15, 2013 the Fund owned 1,991,699 shares of Caterpillar Inc 
valued at approximately $176.9 million. 
(bjh) NY
 
 
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