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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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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
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