Ford Motor Company
8-K on 07/09/2021   Download
SEC Document
SEC Filing

Washington, D. C. 20549


Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: July 8, 2021
(Date of earliest event reported)

(Exact name of registrant as specified in its charter)

(State or other jurisdiction of incorporation)
(Commission File Number)(IRS Employer Identification No.)
One American Road
(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
Name of each exchange
on which registered
Common Stock, par value $.01 per share FNew York Stock Exchange
6.200% Notes due June 1, 2059FPRBNew York Stock Exchange
6.000% Notes due December 1, 2059FPRCNew 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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On July 8, 2021, the Board of Directors (the “Board”) of Ford Motor Company (the “Company”) adopted amendments to the Company’s By-Laws (the “By-Laws”), which became effective immediately, primarily to (i) update them in line with developments in the Delaware General Corporation Law, (ii) adopt gender-neutral language throughout, including the title “Chair” in place of “Chairman”, (iii) update certain information in light of advancements in technology, (iv) update the names and descriptions of certain standing committees of the Board, consistent with the applicable committee charters, and (v) make additional clarifying and conforming revisions.

The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, which, along with a copy marked to show changes from the prior version, are included as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

DesignationDescriptionMethod of Filing
By-Laws, as amended July 8, 2021Filed with this Report
By-Laws, marked to show amendments effective as of July 8, 2021Filed with this Report
Exhibit 104Cover Page Interactive Data File **
(formatted in Inline XBRL)


    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.

Date: July 9, 2021By:/s/ Victoria Pool
Victoria Pool
Assistant Secretary

**Submitted electronically with this Report in accordance with the provisions of Regulation S-T.