RESOLVED that shareholders of Caterpillar Inc. ask the Board of Directors to commission and oversee a civil rights audit, conducted consistent with the Civil Rights Audit Standards discussed below,i analyzing the bias and discrimination risks of Caterpillar's policies and practices on talent recruitment, advancement, and retention, customer and revenue growth, and other business objectives. WHEREAS Caterpillar states a commitment to diversity, equity, and inclusion ("DEI"). Chairman and chief executive officer Jim Umpleby has stated that Caterpillar is "committed to our journey of fostering a workplace that respects and celebrates our employees' diverse backgrounds, experiences, and perspectives, and reflects the global nature of our customer base." Indeed, Caterpillar has received numerous awards and recognition for its diversity commitments, including named by Forbes in 2024 as one of the best employers for diversity. On September 19, 2024, however, Caterpillar announced that it would end or curtail some of its DEI commitments. For example, Caterpillar announced that it would require that all corporate training focus on business operations and that it would require approval from senior leaders for bringing in external speakers or participating in external surveys and awards. These announcements come on the heels of Caterpillar last year abandoning participation in the Human Rights Campaign Corporate Equality Index, which measures corporate policies affecting lesbian, gay, bisexual, transgender, and queer employees. Shareholders need to understand the full impact of these rollbacks, including the company's ability to build a talented workforce and grow its customer base and revenue. A civil rights audit is a tool to help companies and key stakeholders, including shareholders, identify and understand the bias and discrimination risks of a company's policies, practices, products, and services. A civil rights audit also provides recommendations for addressing adverse impacts of a company's actions. The Civil Rights Audit Standards, published by PolicyLink, were developed by an independent committee, including business executives, union and worker group representatives, investors, and civil rights experts. These Standards provide a roadmap for how a company should conduct a civil rights audit. The Standards require that the auditor be independent and have a commitment to civil rights and racial justice; that the auditor meaningfully engage key stakeholders such as employees, customers, and civil rights groups; and that the company publicly share the final audit report on its website in an easily accessible location. I ask Caterpillar to conduct a civil rights audit consistent with the Civil Rights Audit Standards. A civil rights audit will provide Caterpillar management and its shareholders the information and analysis they need to evaluate the company's recent actions and their impact on legal and business risks, as well as the company's progress in meeting its DEI and other business objectives. ---------- 1: https://www.policylink.org/civil-rights-audit-standards