Shareholder Vote

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: May 11, 2023 (Date of earliest event reported) FORD MOTOR CO MPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 1-3950 38-0549190 (Commission File Number) (IRS Employer Identification No.) One American Road Dearborn, Michigan 48126 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code 313 - 322-3000 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: ☐      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, par value $.01 per share   F New York Stock Exchange 6.200% Notes due June 1, 2059 FPRB New York Stock Exchange 6.000% Notes due December 1, 2059 FPRC New York Stock Exchange 6.500% Notes due August 15, 2062 FPRD New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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 5.07. Submission of Matters to a Vote of Security Holders . On May 11, 2023, our Annual Meeting of Shareholders was held. The matters voted upon and the results of the vote were as follows: Proposal One: Election of Directors. Nominee For Against Abstain Broker Non-Votes Kimberly A. Casiano 4,349,881,740 182,668,862 21,526,700 1,043,242,135 Alexandra Ford English 4,305,078,250 230,581,236 18,417,816 1,043,242,135 James D. Farley, Jr. 4,442,687,274 95,458,561 15,931,467 1,043,242,135 Henry Ford III 4,226,916,750 310,653,622 16,506,930 1,043,242,135 William Clay Ford, Jr. 3,876,696,589 656,990,053 20,390,660 1,043,242,135 William W. Helman IV 4,358,199,958 173,630,567 22,246,777 1,043,242,135 Jon M. Huntsman, Jr. 4,323,184,005 211,253,181 19,640,116 1,043,242,135 William E. Kennard 3,729,262,570 797,449,792 27,364,940 1,043,242,135 John C. May 4,020,834,509 511,319,360 21,923,433 1,043,242,135 Beth E. Mooney 4,369,141,593 163,941,985 20,993,724 1,043,242,135 Lynn Vojvodich Radakovich 4,007,067,237 524,980,150 22,029,915 1,043,242,135 John L. Thornton 3,939,641,452 591,719,679 22,716,171 1,043,242,135 John B. Veihmeyer 4,364,186,751 167,246,261 22,644,290 1,043,242,135 John S. Weinberg 4,012,931,686 518,695,132 22,450,484 1,043,242,135 Proposal Two: Ratification of the Selection of the Independent Registered Public Accounting Firm.   A proposal to ratify the selection of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm to audit the books of account and other corporate records of the Company for 2023 was adopted with the votes shown: For Against Abstain Broker Non-Votes 5,472,795,083 107,030,334 17,494,020 0 Proposal Three: Relating to an Advisory Vote by Shareholders to Approve the Compensation of the Named Executives. A proposal relating to a shareholder non-binding advisory vote to approve the compensation of the Named Executives (“say on pay”) was approved with the votes shown: For Against Abstain Broker Non-Votes 4,307,046,185 222,402,465 24,628,652 1,043,242,135 Proposal Four: Relating to the Frequency of the Shareholder Advisory Vote to Approve the Compensation of the Named Executives. A proposal relating to the frequency of the shareholder advisory say on pay vote to approve the compensation of the Named Executives received a majority of the votes cast in favor of a shareholder advisory vote every 1 YEAR with the votes shown: 1 YEAR 2 YEARS 3 YEARS Abstain Broker Non-Votes 4,467,125,683     14,551,507 57,664,106 14,736,006 1,043,242,135 Consistent with these results and with the recommendation of the Company’s Board of Directors, the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders. Proposal Five: Relating to Approval of the Company’s 2023 Long-Term Incentive Plan. A proposal relating to the approval of the Company’s 2023 Long-Term Incentive Plan was approved with the votes shown: For Against Abstain Broker Non-Votes 3,034,075,706 1,490,291,947 29,709,649 1,043,242,135 Proposal Six: Relating to Consideration of a Recapitalization Plan to Provide that All of the Company’s Outstanding Stock Have One Vote Per Share. A proposal relating to consideration of a recapitalization plan to provide that all of the Company’s outstanding stock have one vote per share was rejected with the votes shown: For Against Abstain Broker Non-Votes 1,634,597,305 2,892,739,734 26,740,263 1,043,242,135 Proposal Seven: Relating to Disclosure of the Company’s Reliance on Child Labor Outside of the United States. A proposal relating to disclosure of the Company’s reliance on child labor outside the United States was rejected with the votes shown: For Against Abstain Broker Non-Votes 286,573,270 4,122,096,892 145,407,140 1,043,242,135 Proposal Eight: Relating to Reporting on the Company’s Animal Testing Practices. A proposal relating to reporting on the Company’s animal testing practices was rejected with the votes shown: For Against Abstain Broker Non-Votes 219,942,137 4,298,881,892 35,253,273 1,043,242,135 SIGNATURE 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. FORD MOTOR COMPANY (Registrant) Date: May 16, 2023 By: /s/ Victoria Pool Victoria Pool Assistant Secretary