8-KThe WireRoutine
Shareholder Vote · Reg FD Disclosure
Filed May 5, 2021 · 5y ago · Accession 0000040729-21-000015
Plain English
Material event — a significant development the company must disclose promptly.
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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
May 4, 2021
Date of Report (Date of earliest event reported)
Commission file number: 1-3754
Ally Financial Inc.
(Exact name of registrant as specified in its charter)
Delaware 38-0572512
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Ally Detroit Center
500 Woodward Avenue , Floor 10
Detroit , Michigan 48226
(Address of principal executive offices)
(Zip Code)
( 866 ) 710-4623
(Registrant's telephone number, including area code)
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. below):
☐ 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 $0.01 per share ALLY NYSE
8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I ALLY PRA NYSE
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 4, 2021, Ally Financial Inc. ( Ally ) held its annual meeting of stockholders ( Annual Meeting ). The results of voting on matters brought before stockholders are shown below.
Proposal 1 — Election of directors
For Against Abstain Broker
Non-Votes
Franklin W. Hobbs 295,284,977 6,068,552 142,787 23,412,786
Kenneth J. Bacon 284,396,677 16,961,503 138,136 23,412,786
Katryn (Trynka) Shineman Blake 299,777,093 1,585,875 133,348 23,412,786
Maureen A. Breakiron-Evans 300,373,917 991,410 130,989 23,412,786
William H. Cary 299,345,048 1,983,373 167,895 23,412,786
Mayree C. Clark 297,216,285 4,145,151 134,880 23,412,786
Kim S. Fennebresque 268,612,213 32,747,196 136,907 23,412,786
Marjorie Magner 295,388,020 5,978,185 130,111 23,412,786
Brian H. Sharples 298,113,609 3,243,804 138,903 23,412,786
John J. Stack 298,248,972 3,102,002 145,342 23,412,786
Michael F. Steib 300,341,601 986,457 168,258 23,412,786
Jeffrey J. Brown 298,712,707 2,646,637 136,972 23,412,786
Proposal 2 — Advisory vote on executive compensation
For Against Abstain Broker Non-Votes
275,377,352 14,034,287 12,084,677 23,412,786
Proposal 3 — Advisory vote on the frequency of the stockholder advisory vote on executive compensation
One Year Two Years Three Years Abstain Broker Non-Votes
293,281,084 128,587 7,738,203 348,442 23,412,786
After considering the preference of stockholders for a frequency of once each year, Ally’s Board of Directors has determined that a say-on-pay advisory vote on executive compensation will be held on an annual basis, until the next required advisory vote on the frequency of stockholder votes on executive compensation.
Proposal 4 — Approval of the Ally Financial Inc. Incentive Compensation Plan, amended and restated effective as of May 4, 2021
For Against Abstain Broker Non-Votes
292,546,238 8,724,374 225,704 23,412,786
Proposal 5 — Approval of the Ally Financial Inc. Non-Employee Directors Equity Compensation Plan, amended and restated effective as of May 4, 2021
For Against Abstain Broker Non-Votes
288,127,075 13,242,111 127,130 23,412,786
Proposal 6 — Approval of the Ally Financial Inc. Employee Stock Purchase Plan, amended and restated effective as of May 4, 2021
For Against Abstain Broker Non-Votes
300,524,355 889,357 82,604 23,412,786
Proposal 7 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2021
For Against Abstain
309,896,558 14,860,501 152,043
Item 7.01 Regulation FD Disclosure.
On May 4, 2021, Ally’s Chief Executive Officer ( CEO ) provided remarks during Ally's Annual Meeting. A transcript of the CEO’s remarks is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 is being furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01 Exhibits.
Exhibit No.
Description of Exhibits
99.1 CEO's Annual Meeting Script
104 The cover page from this Current Report on Form 8-K, formatted in Inline XBRL
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.
Ally Financial Inc.
(Registrant)
Dated: May 5, 2021 /s/ Jeffrey A. Belisle
Jeffrey A. Belisle
Corporate Secretary
Filing details
- Company
- Ally Financial Inc.
- Ticker
- ALLY
- CIK
- 40729
- Form type
- 8-K
- Filing date
- May 5, 2021
- Report date
- May 4, 2021
- Document
- ally-20210504.htm
- Size
- 360 KB