Ford Motor Co 8-K, filed Sep 13, 2024
Ford Motor Co (F)
8-K
2024-09-13
For: 2024-09-12
View Original
Added on
April 08, 2026
About this 8-K
Ford Motor Co filed this 8-K on September 13, 2024, reporting on events of September 12, 2024.
Items reported
- Item 1.01: Entered into a material agreement
- Item 3.03: Change to shareholders' rights
- Item 9.01: Financial statements and exhibits
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: September 12, 2024
(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.) | ||||||||||
| (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:
(17 CFR 240.14d-2(b))
(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 | ||||||||||||
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 1.01. Entry into a Material Definitive Agreement.
Item 3.03. Material Modification to Rights of Security Holders.
On September 12, 2024, Ford Motor Company (“Ford”) entered into Amendment No. 5 to the Tax Benefit Preservation Plan (the “TBPP”) between Ford and Computershare Trust Company, N.A., as rights agent. The TBPP is designed to preserve Ford’s substantial tax attributes, including tax credit carryforwards. Originally entered into as of September 11, 2009, the TBPP was amended by Amendment No. 1 effective September 11, 2012, was amended by Amendment No. 2 effective September 9, 2015, was amended by Amendment No. 3 effective September 13, 2018, was amended by Amendment No. 4 effective September 9, 2021, and was scheduled to expire at the close of business on September 30, 2024. Amendment No. 5 to the TBPP, which was approved by Ford’s Board of Directors, extends the expiration date of the TBPP to September 30, 2027 (subject to other earlier termination events, including final adjournment of Ford’s 2025 annual meeting of shareholders if shareholder approval of the extension has not been received prior to that time).
At year-end 2023, Ford had tax attributes that would offset approximately $43 billion of taxable income. Ford can utilize these tax attributes in certain circumstances to offset taxable income and reduce its federal income tax liability. Ford’s ability to use the tax attributes would be substantially limited if there were an “ownership change” as defined under Section 382 of the Internal Revenue Code and Internal Revenue Service rules. As part of the TBPP, in 2009 the Board of Directors declared a dividend of one preferred share purchase right for each outstanding share of common stock and class B stock. The preferred share purchase rights would only be activated if triggered by the TBPP.
As a continuation of the current TBPP, if any person or group acquires 4.99 percent or more of the outstanding shares of common stock (subject to certain exceptions), there would be a triggering event under the TBPP resulting in significant dilution in the ownership interest of such person or group in Ford stock. The dilution would result from all other common stockholders being entitled to purchase additional shares of common stock at a substantial discount or, in lieu thereof, Ford’s Board of Directors electing to exchange each preferred share purchase right for one share of common stock. Ford’s Board of Directors has the discretion to exempt any acquisition of common stock from the provisions of the TBPP. The TBPP may be amended or terminated by the Board of Directors as long as the rights remain redeemable.
The original TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 11, 2009. Amendment No. 1 to the TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 11, 2012. Amendment No. 2 to the TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 9, 2015. Amendment No. 3 to the TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 13, 2018. Amendment No. 4 to the TBPP is described in and included as an exhibit to Ford’s Current Report on Form 8-K dated September 9, 2021. Amendment No. 5 to the TBPP is filed as Exhibit 4 hereto and is incorporated by reference herein.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS
| Designation | Description | Method of Filing | ||||||
| Amendment No. 5 effective September 12, 2024 to the Tax Benefit Preservation Plan between Ford Motor Company and Computershare Trust Company, N.A., as Rights Agent | Filed with this Report | |||||||
| Exhibit 104 | Cover Page Interactive Data File | * | ||||||
| (formatted in Inline XBRL) | ||||||||
| * | Submitted electronically with this Report in accordance with the provisions of Regulation S-T. | |||||||
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: September 13, 2024 | By: | /s/ David J. Witten | ||||||
| David J. Witten | ||||||||
| Assistant Secretary | ||||||||
Exhibit 4
AMENDMENT NO. 5
TO
TAX BENEFIT PRESERVATION PLAN
AMENDMENT NO. 5 to TAX BENEFIT PRESERVATION PLAN (this “Amendment”), by and between Ford Motor Company, a Delaware corporation (the “Company”), and Computershare Trust Company, N.A., as rights agent (the “Rights Agent”), is effective on September 12, 2024.
WHEREAS, the Company and the Rights Agent are parties to that certain Tax Benefit Preservation Plan, originally dated as of September 11, 2009, as amended by Amendment No. 1 thereto effective as of September 11, 2012, as further amended by Amendment No. 2 thereto effective as of September 9, 2015, as further amended by Amendment No. 3 thereto effective as of September 13, 2018, and as further amended by Amendment No. 4 thereto effective as of September 9, 2021 (the “Plan”);
WHEREAS, the Board of Directors of the Company deems it is advisable and in the best interests of the Company and its stockholders to amend certain provisions of the Plan;
WHEREAS, no Person (as defined in the Plan) has become an Acquiring Person (as defined in the Plan); and
WHEREAS, pursuant to and in accordance with Section 27 of the Plan, the Company desires to amend the Plan as set forth below.
NOW, THEREFORE, the Plan is hereby amended as follows:
1. Amendments.
(a) Paragraph (a), clause (i) of Section 7 of the Plan is amended in its entirety to read as follows:
“(i) the Close of Business on September 30, 2027,”
(b) Paragraph (a), clause (iv) of Section 7 of the Plan is amended in its entirety to read as follows:
“(iv) the final adjournment of the Company’s 2025 annual meeting of stockholders if stockholder approval of this Plan has not been received prior to such time,”
(c) Each of the Legend and Paragraph one of the Form of Right Certificate, attached as Exhibit B to the Plan, is amended so that the references to “September 30, 2024” are replaced with “September 30, 2027”.
2. Effect of this Amendment; Certification. It is the intent of the parties hereto that this Amendment constitutes an amendment of the Plan as contemplated by Section 27 thereof. This Amendment shall be deemed effective as of the date hereof as if executed by both parties hereto on such date. Except as expressly provided in this Amendment, the terms of the Plan shall remain in full force and effect. The officer of the Company executing this Amendment hereby certifies to the Rights Agent that the amendments and/or supplements to the Plan set forth in this Amendment are in compliance with the
terms of Section 27 of the Plan, and the certification contained in this Section 2 shall constitute the certification required by Section 27 of the Plan.
3. Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute one and the same instrument. A signature to this Amendment executed and/or transmitted electronically shall have the same authority, effect and enforceability as an original signature.
4. Governing Law. This Amendment shall be deemed to be a contract made under the laws of the State of Delaware and for all purposes shall be governed by and construed in accordance with the laws of such State applicable to contracts to be made and performed entirely within such State.
5. Severability. If any term, provision, covenant or restriction of this Amendment is held by a court of competent jurisdiction or other authority to be invalid, illegal or unenforceable, the remainder of the terms, provisions, covenants and restrictions of this Amendment shall remain in full force and effect and shall in no way be affected, impaired or invalidated.
6. Descriptive Headings. The captions herein are included for convenience of reference only, do not constitute a part of this Amendment and shall be ignored in the construction and interpretation hereof.
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date set forth above.
FORD MOTOR COMPANY
By: /s/ David J. Witten
Name: David J. Witten
Title: Assistant Secretary
COMPUTERSHARE TRUST COMPANY, N.A.
By: /s/ Dennis V. Moccia
Name: Dennis V. Moccia
Title: Senior Manager, Contract Operations