ALLY 8-K
Ally Financial Inc. (ALLY)
8-K
2026-05-08
For: 2026-05-06
View Original
Added on
May 08, 2026
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; date of earliest event reported)
Commission file number: 1-3754
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of | (I.R.S. Employer | |||||||
| incorporation or organization) | Identification No.) | |||||||
(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):
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 6, 2026, Ally Financial Inc. (the “Company”) held its 2026 Annual Meeting of Shareholders (the “Annual Meeting”). At the Annual Meeting, the Company’s shareholders approved the Ally Financial Inc. Incentive Compensation Omnibus Plan (the “2026 ICP”), which amended and restated and combined the existing Ally Financial Inc. Incentive Compensation Plan and Ally Financial Inc. Non-Employee Directors Equity Compensation Plan (together, the “Prior Plans”). Any employee of the Company (including its named executed officers) and each non-employee member of the Company’s Board of Directors is eligible to receive awards under the 2026 ICP. The Company is authorized to issue 25,217,502 shares of the Company’s common stock, $0.01 par value (“Common Stock”) under the 2026 ICP, which consists of (i) 13,917,502 shares of Common Stock that remained available for issuance under the Prior Plans as of May 6, 2026 plus (ii) 11,300,000 additional shares of Common Stock approved by the shareholders of the Company at the Annual Meeting.
A description of the 2026 ICP was included in the Company’s definitive proxy statement on Schedule 14A, filed with the Securities and Exchange Commission on March 18, 2026 (the “Proxy Statement”) in the section titled “Proposal 4: Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan”. The descriptions of the 2026 ICP contained herein and in the Proxy Statement are qualified in their entirety by reference to the full text of the 2026 ICP, which is attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 6, 2026, Ally Financial Inc. held its Annual Meeting of Shareholders. The results of voting on matters brought before stockholders are shown below.
Proposal 1 — Election of directors
| For | Against | Abstain | Broker Non-Votes | ||||||||||||||||||||
| Gunther T. Bright | 266,466,385 | 709,261 | 252,236 | 11,106,599 | |||||||||||||||||||
| William H. Cary | 260,412,065 | 6,825,208 | 190,609 | 11,106,599 | |||||||||||||||||||
| Mayree C. Clark | 261,821,386 | 5,281,413 | 325,083 | 11,106,599 | |||||||||||||||||||
| Kim S. Fennebresque | 243,769,317 | 22,832,027 | 826,538 | 11,106,599 | |||||||||||||||||||
| Thomas P. Gibbons | 265,763,121 | 1,422,430 | 242,331 | 11,106,599 | |||||||||||||||||||
| Michelle J. Goldberg | 266,563,595 | 630,533 | 233,754 | 11,106,599 | |||||||||||||||||||
| Franklin W. Hobbs | 260,641,138 | 6,455,276 | 331,468 | 11,106,599 | |||||||||||||||||||
| Allan P. Merrill | 265,347,415 | 1,828,397 | 252,070 | 11,106,599 | |||||||||||||||||||
| David Reilly | 265,957,234 | 1,273,733 | 196,915 | 11,106,599 | |||||||||||||||||||
| Michael G. Rhodes | 266,604,567 | 633,621 | 189,694 | 11,106,599 | |||||||||||||||||||
| Brian H. Sharples | 265,799,815 | 1,427,206 | 200,861 | 11,106,599 | |||||||||||||||||||
| Tracey D. Weber | 266,572,560 | 611,564 | 243,758 | 11,106,599 | |||||||||||||||||||
Proposal 2 — Advisory vote on executive compensation
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 259,445,810 | 7,542,099 | 439,973 | 11,106,599 | |||||||||||||||||
Proposal 3 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2026
| For | Against | Abstain | ||||||||||||
| 272,462,325 | 5,879,439 | 192,717 | ||||||||||||
Proposal 4 — Approval of the Ally Financial Inc. Incentive Compensation Omnibus Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 256,726,564 | 10,380,360 | 320,958 | 11,106,599 | |||||||||||||||||
Proposal 5 — Approval of the Ally Financial Inc. Employee Stock Purchase Plan
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 265,739,874 | 1,569,844 | 118,164 | 11,106,599 | |||||||||||||||||
Proposal 6 — Shareholder Proposal to Reduce Threshold for Shareholders to Call Special Meetings
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 78,514,072 | 188,464,656 | 449,154 | 11,106,599 | |||||||||||||||||
Item 9.01 Exhibits.
Exhibit No. | Description of Exhibits | ||||
| 10.1 | Ally Financial Inc. Incentive Compensation Omnibus Plan (incorporated herein by reference to Appendix B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Commission on March 18, 2026 (Exchange Act File No. 001-03754)) | ||||
| 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 8, 2026 | /s/ Austin T. McGrath | ||||||||||||||||||
| Austin T. McGrath | ||||||||||||||||||||
| Vice President, Controller, and Chief Accounting Officer | ||||||||||||||||||||