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Form 8-K FORD MOTOR CO For: May 12

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May 17, 2022 4:17 PM EDT
f-20220512
0000037996False00000379962022-05-122022-05-120000037996f:FPRBMember2022-05-122022-05-120000037996f:FPRCMember2022-05-122022-05-12


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 12, 2022
(Date of earliest event reported)

FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
1-395038-0549190
(Commission File Number)(IRS Employer Identification No.)
One American Road
Dearborn,Michigan48126
(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 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 5.07. Submission of Matters to a Vote of Security Holders.

    On May 12, 2022, 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.
NomineeForAgainstAbstainBroker Non-Votes
Kimberly A. Casiano4,457,453,023128,945,93116,745,0731,001,330,011
Alexandra Ford English4,366,268,412222,811,33914,064,2761,001,330,011
James D. Farley, Jr.4,499,540,13389,791,19413,812,7001,001,330,011
Henry Ford III4,288,022,209301,685,26613,436,5521,001,330,011
William Clay Ford, Jr.4,312,058,184278,906,91512,178,9281,001,330,011
William W. Helman IV4,459,095,916126,078,00417,970,1071,001,330,011
Jon M. Huntsman, Jr.4,348,300,922238,904,56915,938,5361,001,330,011
William E. Kennard4,296,632,648288,967,77317,543,6061,001,330,011
John C. May4,536,156,35048,914,71518,072,9621,001,330,011
Beth E. Mooney4,488,961,08597,138,38917,044,5531,001,330,011
Lynn Vojvodich Radakovich4,474,329,592111,183,48417,630,9511,001,330,011
John L. Thornton4,298,837,010287,156,78417,150,2331,001,330,011
John B. Veihmeyer4,464,320,427121,228,68617,594,9141,001,330,011
John S. Weinberg4,452,421,931133,420,24717,301,8491,001,330,011

    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 2022 was adopted with the votes shown:
ForAgainstAbstainBroker Non-Votes
5,463,506,217120,945,66020,022,1610

    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 was approved with the votes shown:
ForAgainstAbstainBroker Non-Votes
4,212,868,517369,571,34820,704,1621,001,330,011

    Proposal Four: Relating to Approval of the Tax Benefit Preservation Plan. A proposal relating to the approval of the Tax Benefit Preservation Plan was approved with the votes shown:
ForAgainstAbstainBroker Non-Votes
4,379,223,701202,104,69221,815,6341,001,330,011

    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:
ForAgainstAbstainBroker Non-Votes
1,684,183,3062,890,154,78228,805,9391,001,330,011


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 17, 2022By:/s/ Victoria Pool
Victoria Pool
Assistant Secretary



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