Ford Motor Company
8-K on 05/19/2020   Download
SEC Document
SEC Filing
false0000037996 0000037996 2020-05-14 2020-05-14 0000037996 f:FPRCMember 2020-05-14 2020-05-14 0000037996 f:FPRBMember 2020-05-14 2020-05-14



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 14, 2020
(Date of earliest event reported)

FORD MOTOR COMPANY
(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

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 14, 2020, 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
4,390,097,913
118,063,288
25,158,408
1,344,195,614
Anthony F. Earley, Jr.
4,321,200,830
186,495,352
25,623,427
1,344,195,614
Edsel B. Ford II
4,319,281,383
197,816,240
16,221,986
1,344,195,614
William Clay Ford, Jr.
4,362,598,068
154,774,464
15,947,077
1,344,195,614
James P. Hackett
4,400,156,697
108,401,463
24,761,449
1,344,195,614
William W. Helman IV
4,414,682,414
91,188,923
27,448,272
1,344,195,614
William E. Kennard
4,391,816,507
114,282,398
27,220,704
1,344,195,614
John C. Lechleiter
4,344,633,416
161,201,322
27,484,871
1,344,195,614
Beth E. Mooney
4,432,164,734
75,373,269
25,781,606
1,344,195,614
John L. Thornton
4,322,799,781
183,621,464
26,898,364
1,344,195,614
John B. Veihmeyer
4,413,531,450
92,509,637
27,278,522
1,344,195,614
Lynn M. Vojvodich
4,423,062,467
84,180,009
26,077,133
1,344,195,614
John S. Weinberg
4,344,625,889
162,155,797
26,537,923
1,344,195,614

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 2020 was adopted with the votes shown:

For
 
Against
 
Abstain
 
Broker Non-Votes
5,664,866,519

 
176,111,389

 
36,537,315

 
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 was approved with the votes shown:

For
 
Against
 
Abstain
 
Broker Non-Votes
3,791,479,517

 
713,759,404

 
28,080,688

 
1,344,195,614


Proposal Four: 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
1,582,415,715

 
2,919,723,591

 
31,180,303

 
1,344,195,614

    
Proposal Five: Relating to Disclosure of the Company’s Lobbying Activities and Expenditures. A proposal relating to disclosure of the Company’s lobbying activities and expenditures was rejected with the votes shown:
For
 
Against
 
Abstain
 
Broker Non-Votes
910,226,630

 
3,590,359,817

 
32,733,162

 
1,344,195,614








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 19, 2020
By:
/s/ Jerome F. Zaremba
 
 
Jerome F. Zaremba
 
 
Assistant Secretary