8-KThe WireRoutine
Shareholder Vote
Filed May 14, 2024 · 2y ago · Accession 0000037996-24-000079
Plain English
Material event — a significant development the company must disclose promptly.
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Filing text
View original ↗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 9, 2024
(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 9, 2024, 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 4,502,167,470 187,221,045 23,330,725 945,738,196
Alexandra Ford English 4,456,099,146 236,648,641 19,971,453 945,738,196
James D. Farley, Jr. 4,586,260,417 105,320,049 21,138,774 945,738,196
Henry Ford III 4,302,225,554 391,768,878 18,724,808 945,738,196
William Clay Ford, Jr. 4,056,604,454 638,752,197 17,362,589 945,738,196
William W. Helman IV 4,506,674,209 181,188,086 24,856,945 945,738,196
Jon M. Huntsman, Jr. 4,423,883,330 265,569,393 23,266,517 945,738,196
William E. Kennard 3,854,493,216 831,839,222 26,386,802 945,738,196
John C. May 4,519,868,745 166,233,660 26,616,835 945,738,196
Beth E. Mooney 4,524,493,885 163,538,942 24,686,413 945,738,196
Lynn Vojvodich Radakovich 4,496,276,578 193,127,779 23,314,883 945,738,196
John L. Thornton 4,450,825,124 237,319,270 24,574,846 945,738,196
John B. Veihmeyer 4,518,578,547 168,847,136 25,293,557 945,738,196
John S. Weinberg 4,516,033,584 170,774,808 25,910,848 945,738,196
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 2024 was adopted with the votes shown:
For Against Abstain Broker Non-Votes
5,506,982,721 126,729,755 24,744,960 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
4,352,314,256 331,784,343 28,620,641 945,738,196
Proposal Four: Relating to Approval of the Company’s 2024 Stock Plan for Non-Employee Directors. A proposal relating to the approval of the Company’s 2024 Stock Plan for Non-Employee Directors was approved with the votes shown:
For Against Abstain Broker Non-Votes
4,523,751,363 164,001,224 24,966,653 945,738,196
Proposal Five: 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
1,794,837,533 2,894,375,732 23,505,975 945,738,196
Proposal Six: 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
262,621,495 4,403,120,660 46,977,085 945,738,196
Proposal Seven: Relating to Reporting on the Company’s Supply Chain Transparency and Traceability. A proposal relating to reporting on the Company’s supply chain transparency and traceability was rejected with the votes shown:
For Against Abstain Broker Non-Votes
308,296,271 4,366,729,662 37,693,307 945,738,196
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 14, 2024 By: /s/ David J. Witten
David J. Witten
Assistant Secretary
Filing details
- Company
- FORD MOTOR CO
- Ticker
- F-PD
- CIK
- 37996
- Form type
- 8-K
- Filing date
- May 14, 2024
- Report date
- May 9, 2024
- Document
- f-20240509.htm
- Size
- 230 KB