8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C.  20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):  June 8, 2010
CATERPILLAR INC. (Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction of incorporation)
1-768 (Commission File Number)			37-0602744 (IRS Employer Identification No.)
100 NE Adams Street, Peoria, Illinois (Address of principal executive offices)			61629 (Zip Code)
Registrant's telephone number, including area code:  (309) 675-1000
Former name or former address, if changed since last report:  N/A
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:
	o	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
	o	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 230.425)
	o	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
	o	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
		Page 1

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

At the annual meeting of stockholders of Caterpillar Inc. (the “Company”) held on June 9, 2010, stockholders approved an amended version of the Company’s 2006 Long-Term Incentive Plan (the “Plan”).  The amendments to the Plan (i) increase the number of shares authorized for issuance under the Plan by 20,000,000 shares; (ii) increase the limitation on the number of authorized shares that may be issued as restricted stock, restricted stock units and performance shares; (iii) expressly prohibit the exchange of underwater options and/or stock appreciation rights for cash; (iv) further restrict the Plan’s definition of change of control; (v) clarify that shares withheld for the payment of taxes will not be made available for additional grants; and (vi) make certain other clarifications to the Plan provisions.

The Company’s Board of Directors (the “Board”) unanimously approved the amended version of the Plan on April 6, 2010, subject to stockholder approval.  A description of the amendments to the Plan is included in the Company’s 2010 Proxy Statement (the “Proxy Statement”) filed with the Securities and Exchange Commission on April 19, 2010 under the heading “Proposal 3 – Amend 2006 Long-Term Incentive Plan.”  The description of the Plan is incorporated herein by reference and is qualified in its entirety by reference to the full text of the amended Plan, which was filed as Appendix A of the Proxy Statement and is incorporated herein by reference.

Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

In addition to the amendments to the Company’s Articles of Incorporation and Bylaws described in the Proxy Statement and voted upon by stockholders as described in Item 5.07 below, on June 9, 2010, the Board adopted amendments to the Company’s Bylaws effective June 9, 2010.  Article IV, Section 1 of the Bylaws, which requires the Chairman of the Board to be the Chief Executive Officer of the Company, was amended to allow for the temporary separation of these roles for a period not to exceed six months commencing upon the effective date of the election of a new Chief Executive Officer.  Article IV, Section 1 of the Bylaws had also stated that a Vice President would be designated the Chief Financial Officer and was amended to reflect the Company’s streamlined corporate structure.  This description of the amendments to the Bylaws is qualified in its entirety by reference to the text of Article IV, Section 1 of the Bylaws, as amended, which is attached hereto as Exhibit 3.2.

Item 5.07. Submission of Matters to a Vote of Security Holders.

The Annual Meeting of Stockholders of the Company was held on June 9, 2010, for the purpose of electing directors and voting on the proposals described below.  Proxies for the meeting were solicited pursuant to Section 14(a) of the Securities Exchange Act of 1934 and there was no solicitation in opposition to management's solicitation.  A plurality vote of the shares present at the meeting was required for election of directors.  Company proposals to amend the Restated Certificate of Incorporation and Bylaws required the affirmative vote of no less than 75 percent of the outstanding shares.  All other actions presented for a vote of the stockholders at the Annual Meeting required an affirmative vote of the majority of shares present or represented at the meeting and entitled to vote.  Abstentions had the effect of a vote against matters other than director elections.  Broker non-votes did not have an effect on any proposals presented for stockholder vote.  At least one-third of the stockholders were present in person or by proxy at the meeting and constituted a quorum.

Page 2

Proposal 1 - Election of Directors All director nominees as listed in the Proxy Statement were ELECTED with the following vote:
		Shares Voted "FOR"	Shares "WITHHELD"	Broker Non-Votes
	John T. Dillon	433,201,278	13,472,997	92,874,722
	Juan Gallardo	435,845,850	10,828,425	92,874,722
	William A. Osborn	439,331,753	7,342,522	92,874,722
	Edward B. Rust, Jr.	436,967,641	9,706,634	92,874,722
	Susan C. Schwab	439,266,852	7,407,423	92,874,722
The Class I directors received an average affirmative vote of 97.82%.

Proposal 2 - Ratification of the Company’s Independent Registered Public Accounting Firm A Company proposal requesting ratification of the appointment of PricewaterhouseCoopers LLP as its independent registered public accounting firm received the affirmative vote of 98.16% of the shares present and entitled to vote at the meeting and PASSED with the following vote:
	Shares Voted "FOR"	Shares Voted "AGAINST"	Shares "ABSTAINING"	Broker Non-Votes
	529,614,647	8,259,934	1,674,415	N/A

Proposal 3 - Company Proposal – Amend 2006 Long-Term Incentive Plan A Company proposal requesting stockholders to approve amendments to the Company’s 2006 Long-Term Incentive Plan received the affirmative vote of 73.35% of the shares present and entitled to vote at the meeting and PASSED with the following vote:
	Shares Voted "FOR"	Shares Voted "AGAINST"	Shares "ABSTAINING"	Broker Non-Votes
	327,647,933	115,022,088	4,004,254	92,874,722

Proposal 4 - Company Proposal – Amend Restated Certificate of Incorporation and Bylaws to Provide for Annual Election of Directors A Company proposal requesting stockholders to approve amendments to the Articles of Incorporation and Bylaws to provide for the annual election of directors received the affirmative vote of 83.18% of the outstanding shares of the Company and PASSED with the following vote:
	Shares Voted "FOR"	Shares Voted "AGAINST"	Shares "ABSTAINING"	Broker Non-Votes
	522,514,694	13,432,660	3,601,642	N/A

Page 3

Proposal 5 - Company Proposal – Amend Restated Certificate of Incorporation and Bylaws to Eliminate Supermajority Voting Requirements A Company proposal requesting stockholders to approve amendments to the Articles of Incorporation and Bylaws to eliminate supermajority voting requirements received the affirmative vote of 82.67% of the outstanding shares of the Company and PASSED with the following vote:
	Shares Voted "FOR"	Shares Voted "AGAINST"	Shares "ABSTAINING"	Broker Non-Votes
	519,307,136	17,089,676	3,152,185	N/A

Proposal 6 - Stockholder Proposal – Independent Chairman of the Board A stockholder proposal requesting that the Company adopt as policy that the Chairman of the Board not be the Chief Executive Officer or anyone reporting, directly or indirectly, to the Chief Executive Officer, received the affirmative vote of 17.10% of the shares present and entitled to vote at the meeting andFAILED TO PASS with the following vote:
	Shares Voted "FOR"	Shares Voted "AGAINST"	Shares "ABSTAINING"	Broker Non-Votes
	76,398,018	367,501,600	2,774,656	92,874,722

Proposal 7 - Stockholder Proposal – Review of Global Corporate Standards A stockholder proposal requesting the Board to review and amend, where applicable, the Company’s policies related to human rights that guide international and U.S. operations received the affirmative vote of 20.67% of the shares present and entitled to vote at the meeting andFAILED TO PASS with the following vote:
	Shares Voted "FOR"	Shares Voted "AGAINST"	Shares "ABSTAINING"	Broker Non-Votes
	92,308,028	281,565,450	72,800,797	92,874,722

Proposal 8 - Stockholder Proposal – Special Stockholder Meetings A stockholder proposal requesting that the Company amend its Bylaws and other governing documents to give holders of 10% of its outstanding common stock the power to call a special stockholder meeting received the affirmative vote of 33.95% of the shares present and entitled to vote at the meeting andFAILED TO PASS with the following vote:
	Shares Voted "FOR"	Shares Voted "AGAINST"	Shares "ABSTAINING"	Broker Non-Votes
	151,656,177	291,329,323	3,688,774	92,874,722

Item 7.01. Regulation FD Disclosure.

On June 8, 2010, the Company issued a press release announcing its updated strategy, focused on the execution of its proven business model.  The Company noted that it would provide further details about the strategy to investors at its analyst meeting in New York on August 19, 2010.  A copy of the release is furnished as Exhibit 99.1.

Page 4

On June 9, 2010, the Board declared a quarterly cash dividend of forty-four cents ($0.44) per share of Company common stock, payable August 20, 2010 to stockholders of record at the close of business on July 20, 2010.  The $0.44 dividend is an increase of two cents (5 percent) from the previous quarter’s dividend of $0.42.  On the same date, the Company issued a press release announcing the dividend declaration.  A copy of the release is furnished as Exhibit 99.2.

The information in Exhibit 99.1 and Exhibit 99.2 of Item 9.01 is being furnished, not filed.  Accordingly, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18.  Furthermore, the information in these exhibits will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.

Item 9.01. Financial Statements and Exhibits.

The information in Exhibit 99.1 and Exhibit 99.2 of Item 9.01 is being furnished, not filed.  Accordingly, the information in these exhibits shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities under Section 18.  Furthermore, the information in these exhibits will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified as being incorporated therein by reference.

(d)	Exhibits:
(1)	3.2	Article IV, Section 1 of the Bylaws of Caterpillar Inc., as amended.
(2)	99.1	Caterpillar Inc. press release dated June 8, 2010 regarding updated strategy.
(3)	99.2	Caterpillar Inc. press release dated June 9, 2010 regarding dividend declaration.

*********************************************************************

SIGNATURES
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.
	CATERPILLAR INC.
June 11, 2010	By:	/s/James B. Buda
		James B. Buda
		Vice President, Chief Legal Officer and Secretary

Page 5

EX-3.2

EXHIBIT 3.2

Article IV, Section 1 of the Bylaws of Caterpillar Inc. (the “Company”), as amended by resolution of the Board of Directors of the Company on June 9, 2010

The officers of the corporation shall be a chairman of the board, who shall be the chief executive officer, one or more group presidents, one or more vice presidents (one of whom shall be designated the, a chief financial officer), a secretary and a treasurer, together with such other officers as the board of directors shall determine. Any two or more offices may be held by the same person.

Notwithstanding the foregoing or any other provision of these bylaws, the chairman of the board may be an individual other than the chief executive officer only for a period not to exceed six months commencing upon the effective date of the election of a new chief executive officer.

EX-99.1

EXHIBIT 99.1

News

 0;  June 8, 2010

Caterpillar contact:

Jim Dugan

Corporate Public Affairs

309-494-4100

dugan_jim@cat.com

FOR IMMEDIATE RELEASE

Caterpillar Announces Updated Strategy

Customer Focus, Superior Financial Results and Global Leadership for Machinery and Engine Business Emphasized

 PEORIA, Ill. – Caterpillar Inc. (NYSE: CAT) executives are unveiling the company’s updated Vision 2020 strategy to employees, dealers, suppliers and shareholders, setting the stage for the next phase of the company’s leadership and growth in the global industries it serves.

For the last five months, Vice Chairman and CEO–Elect Doug Oberhelman has led a team in updating the company’s Vision 2020 strategy, which was first introduced by Chairman and CEO Jim Owens in 2005.

“As we build on our strategy from 2005 and communicate the direction and goals to our employees, dealers, suppliers and stockholders, it will become very clear that Caterpillar will be intensely focused on helping our customers succeed,” Oberhelman said.  “We’ll be driving execution in key areas of the business that are critical to customers – quality, production capability and cost.”

The strategy update includes a vision of the future where:

· Caterpillar is the recognized leader everywhere it does business.

· Our products, services and solutions help our customers succeed.

· Our distribution system is a competitive advantage.

· Our supply chain is world class.

· Our business model drives superior results.

· Our people are talented and live Our Values in Action.

· Our work today helps our customers create a more sustainable world.

· Our financial performance consistently rewards our stockholders.

Goals for the next five years are focused in three areas:

· Delivering superior results – earnings per share growth, OPACC (Operating Profit After Capital Charge) and cash flow.

· Developing the best team of people – world-class safety and inclusion.

· Becoming the global leader everywhere we do business – the quality of our products, PINS (percent of industry sales) and aftermarket parts growth.

“From a stockholder perspective, our goals are focused on delivering total shareholder returns over the business cycle in the top 25 percent of the S&P 500,” Oberhelman said.  “To do that, I believe we need to deliver compound annual earnings per share growth of 15 to 20 percent over the business cycle.  Last year we introduced a 2012 goal of achieving $8 to $10 profit per share, and that’s still our goal for 2012.  That level of performance in 2012 is squarely on the path to delivering the growth that should place us in the top quartile of the S&P 500,” Oberhelman said.

“I’m personally energized and ready to take on our competitors.  And as we roll out the strategy to the entire Caterpillar team there are a few key messages that will emerge,” Oberhelman said.  “First, we’re energized, playing offense and driving to win everywhere in the world.  Second, we’re highly focused on customers – simply put, delivering products and services that help customers make more money with Caterpillar products than our competitors.  Third, there will be an intense focus on execution and accountability throughout the company as we deliver for our customers, our people and our stockholders.”

The company’s updated strategy is focused on the execution of Caterpillar’s proven business model.  The company will provide more details about the strategy for investors at its analyst meeting in New York on August 19.

About Caterpillar:

For more than 85 years, Caterpillar Inc. has been making progress possible and driving positive and sustainable change on every continent.  With 2009 sales and revenues of

$32.396 billion, Caterpillar is the world’s leading manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines.  The company also is a leading services provider through Caterpillar Financial Services, Caterpillar Remanufacturing Services, Caterpillar Logistics Services and Progress Rail Services.  More information is available at:  http://www.cat.com.

Forward-Looking Statements

Certain statements in this press release relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are subject to known and unknown factors that may cause actual results of Caterpillar Inc. to be different from those expressed or implied in the forward-looking statements. Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “project,” “intend,” “could,” “should” or other similar words or expressions often identify forward-looking statements.  All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee future performance, and Caterpillar does not undertake to update its forward-looking statements.

It is important to note that actual results of the company may differ materially from those described or implied in such forward-looking statements based on a number of factors, including, but not limited to: (i) economic volatility in the global economy generally and in capital and credit markets; (ii) Caterpillar’s ability to generate cash from operations, secure external funding for operations and manage liquidity needs; (iii) adverse changes in the economic conditions of the industries or markets Caterpillar serves; (iv) government regulations or policies, including those affecting interest rates, liquidity, access to capital and government spending on infrastructure development; (v) commodity price increases and/or limited availability of raw materials and component products, including steel; (vi) compliance costs associated with environmental laws and regulations; (vii) Caterpillar’s and Cat Financial’s ability to maintain their respective credit ratings, material increases in either company’s cost of borrowing or an inability of either company to access capital markets; (viii) financial condition and credit worthiness of Cat Financial’s customers; (ix) material adverse changes in our customers’ access to liquidity and capital; (x) market acceptance of Caterpillar’s products and services; (xi) effects of changes in the competitive environment, which may include decreased market share, lack of acceptance of price increases, and/or negative changes to our geographic and product mix of sales; (xii) Caterpillar’s ability to successfully implement Caterpillar Production System or other productivity initiatives; (xiii) international trade and investment policies, such as import quotas, capital controls or tariffs; (xiv) failure of Caterpillar or Cat Financial to comply with financial covenants in their respective credit facilities; (xv) adverse changes in sourcing practices for our dealers or original equipment manufacturers; (xvi) additional tax expense or exposure; (xvii) political and economic risks associated with our global operations, including changes in laws, regulations or government policies, currency restrictions, restrictions on repatriation of earnings, burdensome tariffs or quotas, national and international conflict, including terrorist acts and political and economic instability or civil unrest in the countries in which Caterpillar operates; (xviii) currency fluctuations, particularly increases and decreases in the U.S. dollar against other currencies; (xix) increased payment obligations under our pension plans; (xx) inability to successfully integrate and realize expected benefits from acquisitions; (xxi) significant legal proceedings, claims, lawsuits or investigations; (xxii) imposition of significant costs or restrictions due to the enactment and implementation of health care reform legislation and proposed financial regulation legislation; (xxiii) changes in accounting standards or adoption of new accounting standards;  (xxiv) adverse effects of natural disasters; and (xxv) other factors described in more detail under “Item 1A.  Risk Factors” in Part I of our Form 10-K filed with the SEC on February 19, 2010 for the year ended December 31, 2009 and in Part II of our Form 10-Q filed with the SEC on May 3, 2010 for the quarter ended March 31, 2010.  These filings are available on our website at www.cat.com/sec_filings.

EX-99.2

EXHIBIT 99.2

News

Caterpillar contact:  ;  June 9, 2010

Jim Dugan

Corporate Public Affairs

309-494-4100

dugan_jim@cat.com

FOR IMMEDIATE RELEASE

Caterpillar Inc. Increases Dividend Rate

 PEORIA, Ill. – The Board of Directors of Caterpillar Inc. (NYSE: CAT) voted today to raise the quarterly cash dividend by two cents to forty-four ($0.44) cents per share of common stock, payable August 20, 2010, to stockholders of record at the close of business, July 20, 2010.

“During the global economic turmoil of 2009, Caterpillar maintained its dividend rate, while also strengthening the company’s balance sheet and improving cash flow.  Now we are pleased to reward stockholders with dividend growth, which underscores Caterpillar’s global reach and the strength of our business model,” said Caterpillar Chairman and Chief Executive Officer Jim Owens.  “With this increase, Caterpillar has paid higher dividends to its stockholders for 17 years in a row.”

The $0.44 dividend is an increase of five percent over the previous rate of $0.42 per share.  Including the announcement today, Caterpillar has paid a cash dividend every year since the company was formed in 1925, and its cash dividend has nearly tripled since 1998.

About Caterpillar:

For more than 85 years, Caterpillar Inc. has been making progress possible and driving positive and sustainable change on every continent.  With 2009 sales and revenues of $32.396 billion, Caterpillar is the world’s leading manufacturer of construction and mining equipment, diesel and natural gas engines and industrial gas turbines.  The company also is a leading services provider through Caterpillar Financial Services,Caterpillar Remanufacturing Services, Caterpillar Logistics Services and Progress Rail Services.  More information is available at:  http://www.cat.com.

Forward-Looking Statements

Certain statements in this press release relate to future events and expectations and, as such, constitute forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  These statements are subject to known and unknown factors that may cause actual results of Caterpillar Inc. to be different from those expressed or implied in the forward-looking statements. Words such as “believe,” “estimate,” “will be,” “will,” “would,” “expect,” “anticipate,” “plan,” “project,” “intend,” “could,” “should” or other similar words or expressions often identify forward-looking statements.  All statements other than statements of historical fact are forward-looking statements, including, without limitation, statements regarding our outlook, projections, forecasts or trend descriptions. These statements do not guarantee future performance, and Caterpillar does not undertake to update its forward-looking statements.

It is important to note that actual results of the company may differ materially from those described or implied in such forward-looking statements based on a number of factors, including, but not limited to: (i) economic volatility in the global economy generally and in capital and credit markets; (ii) Caterpillar’s ability to generate cash from operations, secure external funding for operations and manage liquidity needs; (iii) adverse changes in the economic conditions of the industries or markets Caterpillar serves; (iv) government regulations or policies, including those affecting interest rates, liquidity, access to capital and government spending on infrastructure development; (v) commodity price increases and/or limited availability of raw materials and component products, including steel; (vi) compliance costs associated with environmental laws and regulations; (vii) Caterpillar’s and Cat Financial’s ability to maintain their respective credit ratings, material increases in either company’s cost of borrowing or an inability of either company to access capital markets; (viii) financial condition and credit worthiness of Cat Financial’s customers; (ix) material adverse changes in our customers’ access to liquidity and capital; (x) market acceptance of Caterpillar’s products and services; (xi) effects of changes in the competitive environment, which may include decreased market share, lack of acceptance of price increases, and/or negative changes to our geographic and product mix of sales; (xii) Caterpillar’s ability to successfully implement Caterpillar Production System or other productivity initiatives; (xiii) international trade and investment policies, such as import quotas, capital controls or tariffs; (xiv) failure of Caterpillar or Cat Financial to comply with financial covenants in their respective credit facilities; (xv) adverse changes in sourcing practices for our dealers or original equipment manufacturers; (xvi) additional tax expense or exposure; (xvii) political and economic risks associated with our global operations, including changes in laws, regulations or government policies, currency restrictions, restrictions on repatriation of earnings, burdensome tariffs or quotas, national and international conflict, including terrorist acts and political and economic instability or civil unrest in the countries in which Caterpillar operates; (xviii) currency fluctuations, particularly increases and decreases in the U.S. dollar against other currencies; (xix) increased payment obligations under our pension plans; (xx) inability to successfully integrate and realize expected benefits from acquisitions; (xxi) significant legal proceedings, claims, lawsuits or investigations; (xxii) imposition of significant costs or restrictions due to the enactment and implementation of health care reform legislation and proposed financial regulation legislation; (xxiii) changes in accounting standards or adoption of new accounting standards;  (xxiv) adverse effects of natural disasters; and (xxv) other factors described in more detail under “Item 1A.  Risk Factors” in Part I of our Form 10-K filed with the SEC on February 19, 2010 for the year ended December 31, 2009 and in Part II of our Form 10-Q filed with the SEC on May 3, 2010 for the quarter ended March 31, 2010.  These filings are available on our website at www.cat.com/sec_filings.