(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 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2024, 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
4,502,167,470
187,221,045
23,330,725
945,738,196
Alexandra Ford English
4,456,099,146
236,648,641
19,971,453
945,738,196
James D. Farley, Jr.
4,586,260,417
105,320,049
21,138,774
945,738,196
Henry Ford III
4,302,225,554
391,768,878
18,724,808
945,738,196
William Clay Ford, Jr.
4,056,604,454
638,752,197
17,362,589
945,738,196
William W. Helman IV
4,506,674,209
181,188,086
24,856,945
945,738,196
Jon M. Huntsman, Jr.
4,423,883,330
265,569,393
23,266,517
945,738,196
William E. Kennard
3,854,493,216
831,839,222
26,386,802
945,738,196
John C. May
4,519,868,745
166,233,660
26,616,835
945,738,196
Beth E. Mooney
4,524,493,885
163,538,942
24,686,413
945,738,196
Lynn Vojvodich Radakovich
4,496,276,578
193,127,779
23,314,883
945,738,196
John L. Thornton
4,450,825,124
237,319,270
24,574,846
945,738,196
John B. Veihmeyer
4,518,578,547
168,847,136
25,293,557
945,738,196
John S. Weinberg
4,516,033,584
170,774,808
25,910,848
945,738,196
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 2024 was adopted with the votes shown:
For
Against
Abstain
Broker Non-Votes
5,506,982,721
126,729,755
24,744,960
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
4,352,314,256
331,784,343
28,620,641
945,738,196
Proposal Four: Relating to Approval of the Company’s 2024 Stock Plan for Non-Employee Directors. A proposal relating to the approval of the Company’s 2024 Stock Plan for Non-Employee Directors was approved with the votes shown:
For
Against
Abstain
Broker Non-Votes
4,523,751,363
164,001,224
24,966,653
945,738,196
Proposal Five: 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
1,794,837,533
2,894,375,732
23,505,975
945,738,196
Proposal Six: Relating to Disclosure of the Company’s Reliance on Child Labor Outside of the United States. A proposal relating to disclosure of the Company’s reliance on child labor outside the United States was rejected with the votes shown:
For
Against
Abstain
Broker Non-Votes
262,621,495
4,403,120,660
46,977,085
945,738,196
Proposal Seven: Relating to Reporting on the Company’s Supply Chain Transparency and Traceability. A proposal relating to reporting on the Company’s supply chain transparency and traceability was rejected with the votes shown:
For
Against
Abstain
Broker Non-Votes
308,296,271
4,366,729,662
37,693,307
945,738,196
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.
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