PACCAR (PCAR) 8-KDeparture of Directors or Certain Officers

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 20, 2020

PACCAR Inc

(Exact name of registrant as specified in its charter)

777 106th 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.):

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

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(f). On April 20, 2020, the Compensation Committee of the Board of Directors approved the Long Term Performance Cash Awards (“LTIP Cash Awards”) for the 2017-2019 cycle under the Long Term Incentive Plan (“LTIP”) for the Named Executive Officers identified in the Company’s March 11, 2020 proxy statement (“Proxy Statement”). The total compensation for each Named Executive Officer reported in the Summary Compensation Table on page 25 of the Proxy Statement has been recalculated to include the LTIP Cash Awards as follows:

CEO Pay Ratio Disclosure

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

As permitted by the SEC rules, the median employee utilized for 2019 is the same employee identified in 2017 (and utilized in 2018) because there have been no changes in our employee population or employee compensation arrangements that we reasonably believe would result in a significant change to this pay ratio disclosure. For 2019, our last completed fiscal year:

On December 10, 2019, upon the recommendation of the Board’s Nominating and Governance Committee, which is comprised entirely of independent directors, the Board of Directors approved, and recommended for approval by the stockholders, an amendment to our Amended and Restated Certificate of Incorporation to (i) confirm that stockholders owning at least 25% of the Company’s outstanding shares may call special stockholder meetings and (ii) correct an internal cross-referencing error. On April 21, 2020, our stockholders approved the amendment to our Amended and Restated Certificate of Incorporation, effective upon filing with the Secretary of State of Delaware.

The foregoing summary is qualified by reference to the full text of the Certificate of Amendment of Amended and Restated Certificate of Incorporation attached hereto as Exhibit 3(i).

(a) The annual meeting of stockholders was held on April 21, 2020.

(b) 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 2021:

Item No. 2. Advisory Resolutions to approve Executive Compensation.

Item No. 2 received the affirmative vote of a majority of the shares present and entitled to vote at the meeting.

Item No. 3. Resolution to approve an amendment to the Amended and Restated Certificate of Incorporation to confirm that stockholders owning at least 25% of the Company’s outstanding shares may call special stockholder meetings.

Item No. 3 received the affirmative vote of more than two-thirds of the shares outstanding and entitled to vote at the meeting.

Item No. 4. Stockholder proposal to allow stockholders to act by written consent.

Item No. 4 did not receive the affirmative vote of a majority of the shares present and entitled to vote at the meeting.

(c) Not applicable.

(d) Not applicable.

(d) Exhibits.

The following is furnished as an Exhibit to this Report.

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.