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) April 29, 2024

PACCAR Inc

(Exact name of registrant as specified in its charter)

Delaware	001-14817	91-0351110
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

777 106^th Avenue NE, Bellevue, WA 98004

(Address of principal executive offices) (Zip Code)

Registrant’s telephone number, including area code (425) 468-7400

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 (see General Instruction A.2.):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $1 par value	PCAR	The NASDAQ Stock Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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

Board of Directors

On April 30, 2024, the PACCAR Inc Board of Directors (the “Board”) elected Pierre R. Breber and Brice C. Hill to the Board effective July 1, 2024. The size of the Board will increase to fourteen members effective July 1, 2024. The Board also elected Luiz A. S. Pretti to the Board effective September 1, 2024. Mr. Pretti will fill the vacancy created by the retirement of Franklin L. Feder on August 30, 2024.

Mr. Breber and Mr. Hill will be assigned to the Audit Committee of the Board effective July 1, 2024. Mr. Pretti will be assigned to the Compensation Committee of the Board effective September 1, 2024. There are no reportable transactions under Item 404(a) of Regulation S-K. Mr. Breber, Mr. Hill and Mr. Pretti will receive compensation for services in accordance with the Company’s standard compensatory arrangements for non-employee directors described in the Company’s March 20, 2024 proxy statement (the “Proxy Statement”).

Press releases announcing the Board actions are attached as Exhibits 99.1 and 99.2 to this Report.

Long Term Performance Cash Awards

On April 29, 2024, the Compensation Committee of the Board approved the Long Term Performance Cash Awards (“LTIP Cash Awards”) for the 2021-2023 cycle under the Long Term Incentive Plan for the Named Executive Officers identified in the Proxy Statement . The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 26 of the Proxy Statement has been recalculated to include the LTIP Cash Awards as follows:

Named Executive Officer	Non-Equity Incentive Plan Compensation LTIP Cash Award		Total Compensation
R. P. Feight	$	5,250,000	$	20,908,665
H. C. Schippers	$	1,713,800	$	8,411,029
C. M. Dozier	$	780,000	$	5,135,340
D. C. Siver	$	774,240	$	4,859,288
T. R. Hubbard	$	561,925	$	2,869,160

CEO Pay Ratio Disclosure

As required by Item 402(u) of Regulation S-K, we are providing the following information:

For 2023, our last completed fiscal year:

a) the annual total compensation of PACCAR’s median employee (excluding Mr. Feight, our Chief Executive Officer) was $93,387;

b) the annual total compensation of our Chief Executive Officer was $20,908,665; and

c) the ratio of the annual total compensation of our Chief Executive Officer to the annual total compensation of PACCAR’s median employee was 224 to 1.

Methodology for Determining Our Median Employee and Annual Total Compensation

To identify the median of the annual total compensation of all our employees and to determine the annual total compensation (and any elements of annual total compensation) of our median employee, the methodology and the material assumptions, adjustments and estimates that we used were as follows:

1. As of October 1, 2023, our employee population consisted of approximately 30,000 individuals working at our parent company and subsidiaries located in the United States, Europe (primarily in Belgium, England and the Netherlands), Mexico, Canada, Australia and in various other countries.

We selected October 1, 2023, to allow sufficient time to identify the median employee given the size and global scope of our operations.

2. We annualized the compensation for any employees who were not employed by us for the full nine-month period ending on September 30, 2023.

3. We then identified and calculated the elements of our median employee’s compensation for fiscal 2023 in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K, resulting in annual total compensation in the amount of $93,387. The median employee’s annual total compensation includes all elements of compensation reported in the Summary Compensation Table.

4. For the annual total compensation of our Chief Executive Officer, we used the amount reported in the “Total” column of the Summary Compensation Table.

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

(a) The annual meeting of stockholders was held on April 30, 2024.

(b) The following is a brief description and vote count of all items voted on at the annual meeting:

Item No. 1. Election of directors.

The following persons were elected to serve as directors with a term expiring in 2025:

Nominee	Shares Voted “For”		Shares Voted “Against”		Abstentions		Broker Nonvotes
M. C. Pigott		433,191,654		19,839,770		452,018		25,851,489
A. J. Carnwath		432,429,473		20,423,950		630,019		25,851,489
F. L. Feder		446,039,536		6,822,567		621,339		25,851,489
R. P. Feight		445,545,289		7,505,719		432,434		25,851,489
K. S. Hachigian		413,866,401		39,019,768		597,273		25,851,489
B. B. Hulit		451,051,164		1,746,275		686,003		25,851,489
R. C. McGeary		431,696,826		21,267,922		518,694		25,851,489
C. A. Niekamp		451,000,791		1,972,786		509,865		25,851,489
J. M. Pigott		440,136,995		12,915,191		431,256		25,851,489
G. Ramaswamy		448,488,234		4,492,608		502,600		25,851,489
M. A. Schulz		387,469,004		65,481,916		532,522		25,851,489
G. M. E. Spierkel		429,502,502		23,467,163		513,777		25,851,489

Item No. 2. Approval of Third Amended and Restated Restricted Stock and Deferred Compensation Plan for Non-Employee Directors.

Item No. 2 received the affirmative vote of a majority of the shares outstanding and entitled to vote on this item at the meeting.

Shares Voted “For”	Shares Voted “Against”	Abstentions	Broker Nonvotes
442,070,404	10,545,103	867,935	25,851,489

Item No. 3. Advisory resolution to approve executive compensation.

Item No. 3 received the affirmative vote of a majority of the shares outstanding and entitled to vote on this item at the meeting.

Shares Voted “For”	Shares Voted “Against”	Abstentions	Broker Nonvotes
424,735,111	27,969,066	779,265	25,851,489

Item No. 4. Advisory vote on the ratification of independent auditors.

Item No. 4 received the affirmative vote of a majority of the shares present and entitled to vote on this item at the meeting.

Shares Voted “For”	Shares Voted “Against”	Abstentions	Broker Nonvotes
458,001,967	20,938,824	394,140	0

Item No. 5. Advisory vote on the frequency of executive compensation votes.

One Year received the highest number of affirmative votes of the shares present and entitled to vote at the meeting.

Shares Voted For One Year	Shares Voted For Two Years	Shares Voted For Three Years	Abstentions	Broker Nonvotes
287,153,492	1,052,214	157,852,779	7,424,957	25,851,489

Item No. 6. Stockholder proposal regarding a report on climate-related policy engagement.

Item No. 6 did not receive the affirmative vote of a majority of the shares present and entitled to vote at the meeting.

Shares Voted “For”	Shares Voted “Against”	Abstentions	Broker Nonvotes
129,116,604	311,931,537	12,435,301	25,851,489

(c) Not applicable.

(d) Not available at this time.

Item 9.01. Financial Statements and Exhibits

(d) Exhibits.

The following are furnished as Exhibits to this Report.

Exhibit Number	Description
99.1	Press release of April 30, 2024 regarding Pierre R. Breber and Brice C. Hill
99.2	Press release of April 30, 2024 regarding Luiz A. S. Pretti
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

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 hereunto duly authorized.

		PACCAR Inc
Date: May 3, 2024	By:	/s/ M. K. Walton
		M. K. Walton Vice President and General Counsel

EX-99.1

Exhibit 99.1

PACR	PACCAR Inc  Public Affairs Department   P.O. Box 1518
Press Release	Bellevue, WA 98009
	Contact: Ken Hastings (425) 468-7530 ken.hastings@paccar.com

FOR IMMEDIATE RELEASE

PACCAR Elects New Directors

April 30, 2024, Bellevue, Washington – Mr. Pierre Breber and Mr. Brice Hill have been elected to the PACCAR Inc Board of Directors, effective July 1, 2024, according to Mark Pigott, PACCAR executive chairman. “PACCAR is very pleased that Pierre Breber and Brice Hill will be joining the Board. Mr. Breber’s finance and international operations experience in the energy industry, and Mr. Hill’s years as a senior finance and operations executive in the technology industry, will benefit PACCAR in its global growth,” said Mark Pigott.

Mr. Breber held several senior executive roles in finance and operations during his 34 years at Chevron. He served as chief financial officer from
2019 – 2024 and as executive vice president of global refining and marketing from 2016 – 2018. He was executive vice president over trading, LNG marketing, pipeline and shipping businesses from 2014 – 2015 and managing director of Chevron’s Asia South exploration and production business from 2011 – 2013. He was also a senior leader in finance roles such as treasurer, controller and investor relations. He earned a bachelor’s and a master’s degree in mechanical engineering from UC Berkeley, and an MBA from Cornell University.

Mr. Hill is a semiconductor industry veteran with more than 30 years of experience in finance, global operations and strategy. He is the chief financial officer at Applied Materials, a position he has held since 2022. He also served as chief financial officer at Xilinx Corporation from 2020 – 2022. He had an excellent 25-year career at Intel in senior finance and operations roles, including as chief financial officer and chief operating officer of the Technology, Systems and Core Engineering Group. He began his career in finance at General Motors. He earned a bachelor’s degree in finance and economics from the University of Washington and an MBA from the University of Michigan.

PACCAR is a global technology leader in the design, manufacture and customer support of high-quality light-, medium- and heavy-duty trucks under the Kenworth, Peterbilt and DAF nameplates. PACCAR also designs and manufactures advanced powertrains, provides financial services and information technology, and distributes truck parts related to its principal business. PACCAR shares are listed on the NASDAQ Stock Market, symbol PCAR. Its homepage is www.paccar.com.

EX-99.2

Exhibit 99.2

PACR	PACCAR Inc  Public Affairs Department   P.O. Box 1518
Press Release	Bellevue, WA 98009
	Contact: Ken Hastings (425) 468-7530 ken.hastings@paccar.com

FOR IMMEDIATE RELEASE

PACCAR Elects New Director

April 30, 2024, Bellevue, Washington – Mr. Luiz Pretti has been elected to the PACCAR Inc Board of Directors, effective September 1, 2024, according to Mark Pigott, PACCAR executive chairman. Mr. Pretti will succeed Franklin L. Feder, who will retire from the Board on August 30, 2024. “PACCAR is very pleased that Luiz Pretti will be joining the Board. His years of management experience in international business, especially in South America, finance and manufacturing will benefit PACCAR in its global growth,” said Mark Pigott. “The Board thanks Frank Feder for his six years of excellent service to the company. Frank has provided superb judgment and counsel as a director and was instrumental in enhancing PACCAR’s business in Brasil and South America. We will miss him.”

Mr. Pretti served as president and chief executive officer of Brasil for Cargill from 2005 – 2020. He previously served in other executive leadership roles in the agribusiness, finance and automotive industries from 1982 – 2005. Mr. Pretti is a leader in the Brasilian business community, including serving as the chairman of Votorantim Cimentos, the largest cement company in Brasil, since 2018, and as the chairman of AmCham-Brasil from 2019 – 2023. Mr. Pretti earned a B.S. in Metallurgical Engineering from Armando Alvares Penteado Foundation in Sao Paulo, Brasil.

PACCAR is a global technology leader in the design, manufacture and customer support of high-quality light-, medium- and heavy-duty trucks under the Kenworth, Peterbilt and DAF nameplates. PACCAR also designs and manufactures advanced powertrains, provides financial services and information technology, and distributes truck parts related to its principal business. PACCAR shares are listed on the NASDAQ Stock Market, symbol PCAR. Its homepage is www.paccar.com.

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Cover [Abstract]
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Document Type	8-K
Document Period End Date	Apr. 29, 2024
Entity Registrant Name	PACCAR Inc
Entity Incorporation State Country Code	DE
Entity File Number	001-14817
Entity Tax Identification Number	91-0351110
Entity Address, Address Line One	777 106th Avenue NE
Entity Address, City or Town	Bellevue
Entity Address, State or Province	WA
Entity Address, Postal Zip Code	98004
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Security 12b Title	Common stock, $1 par value
Trading Symbol	PCAR
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Entity Emerging Growth Company	false