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Executive Change · Shareholder Vote

Filed May 13, 2025 · 1y ago · Accession 0000037996-25-000074

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 7, 2025 (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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers . On May 7, 2025, the Board of Directors of Ford Motor Company (the “Company”) approved the appointment of Kyle Crockett as Chief Accounting Officer, effective as of the first business day following the Company’s filing of its Quarterly Report on Form 10-Q for the quarter ended June 30, 2025. As Chief Accounting Officer, Mr. Crockett will have responsibility for all aspects of the Company’s accounting function and internal control over financial reporting. Prior to the effective date of his appointment, Mr. Crockett will serve as Vice President, Accounting of the Company reporting to Sherry House, the Company’s Chief Financial Officer. Mr. Crockett, 51, most recently served as Vice President, Controller, and Chief Accounting Officer of Carrier Global Corporation, a position he held from January 2020 until May 2025. Carrier is a multinational company that manufactures and distributes climate and energy solutions with digitally-enabled features in various markets around the globe. As Vice President, Controller, and Chief Accounting Officer of Carrier, Mr. Crockett had responsibility for all aspects of Carrier’s accounting function and internal control over financial reporting. Prior to joining Carrier, Mr. Crockett held various senior finance, accounting, and SEC reporting positions with General Motors Company. In connection with his appointment, the Compensation, Talent and Culture Committee of the Company’s Board of Directors took the following compensation actions with respect to Mr. Crockett: • Approved a base salary of $575,000 (pro-rated for the portion of the year Mr. Crockett is employed by the Company); • Approved an annual performance bonus target of 75% of his base salary; • Approved an annual stock award target of $600,000, to be paid pursuant to the Company’s 2023 Long Term Incentive Plan. The award will be paid 40% in restricted stock units and 60% in performance stock units with the same terms and conditions as awards made to other officers of the Company as described in the Company’s 2025 Proxy Statement, which was filed with the Securities and Exchange Commission on March 28, 2025; and • Approved a sign-on bonus of $3,950,000 that will be paid $1,750,000 in cash and $2,200,000 in restricted stock units under the Company’s 2023 Long Term Incentive Plan. With respect to the cash portion of this sign-on bonus, $1,500,000 will be paid immediately after Mr. Crockett’s start date, and $250,000 will be paid on the one-year anniversary of such start date. With respect to the restricted stock unit portion of this sign-on bonus, all such restricted stock units will vest over a three-year period—33% one year from the grant date, 33% two years from the grant date, and the remaining 34% three years from the grant date. Mr. Crockett will be entitled to standard relocation expenses under the Company’s relocation policy for new hires. The Company’s news release dated May 13, 2025 is attached to this Report as Exhibit 99 and incorporated herein by reference. Item 5.07. Submission of Matters to a Vote of Security Holders . On May 8, 2025, 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 4,461,789,383 207,302,248 18,122,286 937,065,132 Adriana Cisneros 4,584,606,112 85,939,383 16,668,422 937,065,132 Alexandra Ford English 4,534,955,177 139,459,787 12,798,953 937,065,132 James D. Farley, Jr. 4,570,022,206 105,031,168 12,160,543 937,065,132 Henry Ford III 4,542,220,588 132,407,691 12,585,638 937,065,132 William Clay Ford, Jr. 4,245,248,078 430,533,243 11,432,596 937,065,132 William W. Helman IV 4,480,884,591 188,349,334 17,979,992 937,065,132 Jon M. Huntsman, Jr. 4,327,544,673 344,165,418 15,503,826 937,065,132 William E. Kennard 3,762,511,269 902,389,847 22,312,801 937,065,132 John C. May 4,550,577,446 119,017,409 17,619,062 937,065,132 Beth E. Mooney 4,540,536,949 128,898,693 17,778,275 937,065,132 Lynn Vojvodich Radakovich 4,503,348,189 163,573,692 20,292,036 937,065,132 John L. Thornton 4,359,007,183 310,550,038 17,656,696 937,065,132 John B. Veihmeyer 4,537,696,756 131,364,283 18,152,878 937,065,132 John S. Weinberg 4,546,262,050 123,466,512 17,485,355 937,065,132 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 2025 was adopted with the votes shown: For Against Abstain Broker Non-Votes 5,439,104,211 156,825,631 28,349,207 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 4,444,559,733 219,923,862 22,730,322 937,065,132 Proposal Four: Relating to Approval of the Tax Benefit Preservation Plan. A proposal relating to the approval of the Tax Benefit Preservation Plan was approved with the votes shown: For Against Abstain Broker Non-Votes 4,455,148,014 209,251,638 22,814,265 937,065,132 Proposal Five: Relating to Reporting on the Company’s Supply Chain Emissions and Net Zero Goals. A proposal relating to reporting on the Company’s supply chain greenhouse gas emissions and net zero goals was rejected with the votes shown: For Against Abstain Broker Non-Votes 260,201,035 4,392,037,388 34,975,494 937,065,132 Item 9.01. Financial Statements and Exhibits . EXHIBITS * Designation Description Method of Filing Exhibit 99 News release dated May 13, 2025 Filed with this Report Exhibit 104 Cover Page Interactive Data File ** (formatted in Inline XBRL) 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 13, 2025 By: /s/ Blair F. Petrillo Blair F. Petrillo Assistant Secretary * Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission. ** Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
Filing details
Ticker
F-PD
CIK
37996
Form type
8-K
Filing date
May 13, 2025
Report date
May 7, 2025
Document
f-20250507.htm
Size
650 KB