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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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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
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