Ford Motor Co 8-K, filed May 16, 2023
Ford Motor Co (F)
8-K
2023-05-16
For: 2023-05-11
View Original
Added on
April 08, 2026
About this 8-K
Ford Motor Co filed this 8-K on May 16, 2023, reporting on events of May 11, 2023.
Items reported
- Item 5.07: Shareholder vote results
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 11, 2023
(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 5.07. Submission of Matters to a Vote of Security Holders.
On May 11, 2023, 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 | 4,349,881,740 | 182,668,862 | 21,526,700 | 1,043,242,135 | ||||||||||
| Alexandra Ford English | 4,305,078,250 | 230,581,236 | 18,417,816 | 1,043,242,135 | ||||||||||
| James D. Farley, Jr. | 4,442,687,274 | 95,458,561 | 15,931,467 | 1,043,242,135 | ||||||||||
| Henry Ford III | 4,226,916,750 | 310,653,622 | 16,506,930 | 1,043,242,135 | ||||||||||
| William Clay Ford, Jr. | 3,876,696,589 | 656,990,053 | 20,390,660 | 1,043,242,135 | ||||||||||
| William W. Helman IV | 4,358,199,958 | 173,630,567 | 22,246,777 | 1,043,242,135 | ||||||||||
| Jon M. Huntsman, Jr. | 4,323,184,005 | 211,253,181 | 19,640,116 | 1,043,242,135 | ||||||||||
| William E. Kennard | 3,729,262,570 | 797,449,792 | 27,364,940 | 1,043,242,135 | ||||||||||
| John C. May | 4,020,834,509 | 511,319,360 | 21,923,433 | 1,043,242,135 | ||||||||||
| Beth E. Mooney | 4,369,141,593 | 163,941,985 | 20,993,724 | 1,043,242,135 | ||||||||||
| Lynn Vojvodich Radakovich | 4,007,067,237 | 524,980,150 | 22,029,915 | 1,043,242,135 | ||||||||||
| John L. Thornton | 3,939,641,452 | 591,719,679 | 22,716,171 | 1,043,242,135 | ||||||||||
| John B. Veihmeyer | 4,364,186,751 | 167,246,261 | 22,644,290 | 1,043,242,135 | ||||||||||
| John S. Weinberg | 4,012,931,686 | 518,695,132 | 22,450,484 | 1,043,242,135 | ||||||||||
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 2023 was adopted with the votes shown:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 5,472,795,083 | 107,030,334 | 17,494,020 | 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 | |||||||||||||||||
| 4,307,046,185 | 222,402,465 | 24,628,652 | 1,043,242,135 | |||||||||||||||||
Proposal Four: Relating to the Frequency of the Shareholder Advisory Vote to Approve the Compensation of the Named Executives. A proposal relating to the frequency of the shareholder advisory say on pay vote to approve the compensation of the Named Executives received a majority of the votes cast in favor of a shareholder advisory vote every 1 YEAR with the votes shown:
| 1 YEAR | 2 YEARS | 3 YEARS | Abstain | Broker Non-Votes | ||||||||||||||||||||||
| 4,467,125,683 | 14,551,507 | 57,664,106 | 14,736,006 | 1,043,242,135 | ||||||||||||||||||||||
Consistent with these results and with the recommendation of the Company’s Board of Directors, the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders.
Proposal Five: Relating to Approval of the Company’s 2023 Long-Term Incentive Plan. A proposal relating to the approval of the Company’s 2023 Long-Term Incentive Plan was approved with the votes shown:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 3,034,075,706 | 1,490,291,947 | 29,709,649 | 1,043,242,135 | |||||||||||||||||
Proposal Six: 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 | |||||||||||||||||
| 1,634,597,305 | 2,892,739,734 | 26,740,263 | 1,043,242,135 | |||||||||||||||||
Proposal Seven: 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 | |||||||||||||||||
| 286,573,270 | 4,122,096,892 | 145,407,140 | 1,043,242,135 | |||||||||||||||||
Proposal Eight: Relating to Reporting on the Company’s Animal Testing Practices. A proposal relating to reporting on the Company’s animal testing practices was rejected with the votes shown:
| For | Against | Abstain | Broker Non-Votes | |||||||||||||||||
| 219,942,137 | 4,298,881,892 | 35,253,273 | 1,043,242,135 | |||||||||||||||||
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 16, 2023 | By: | /s/ Victoria Pool | ||||||
| Victoria Pool | ||||||||
| Assistant Secretary | ||||||||