Form 8-K FORD MOTOR CO For: May 09
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 9, 2019
(Date of earliest event reported)
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-3950 | 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))
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 o
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. o
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 | ||
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2019, 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 |
Stephen G. Butler | 4,471,246,582 | 155,377,750 | 18,207,313 | 1,402,056,610 |
Kimberly A. Casiano | 4,484,109,571 | 141,084,925 | 19,637,149 | 1,402,056,610 |
Anthony F. Earley, Jr. | 4,539,499,119 | 86,795,622 | 18,536,904 | 1,402,056,610 |
Edsel B. Ford II | 4,422,085,626 | 210,950,252 | 11,795,767 | 1,402,056,610 |
William Clay Ford, Jr. | 4,547,248,253 | 85,045,999 | 12,537,393 | 1,402,056,610 |
James P. Hackett | 4,561,810,466 | 64,258,906 | 18,762,273 | 1,402,056,610 |
William W. Helman IV | 4,544,488,518 | 81,150,195 | 19,192,932 | 1,402,056,610 |
William E. Kennard | 4,517,313,612 | 108,623,024 | 18,895,009 | 1,402,056,610 |
John C. Lechleiter | 4,543,657,057 | 81,488,267 | 19,686,321 | 1,402,056,610 |
John L. Thornton | 4,398,931,789 | 225,927,780 | 19,972,076 | 1,402,056,610 |
John B. Veihmeyer | 4,545,910,570 | 77,942,865 | 20,978,210 | 1,402,056,610 |
Lynn M. Vojvodich | 4,546,233,680 | 80,652,203 | 17,945,762 | 1,402,056,610 |
John S. Weinberg | 4,548,747,505 | 77,606,947 | 18,477,193 | 1,402,056,610 |
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 2019 was adopted with the votes shown:
For | Against | Abstain | Broker Non-Votes | |||
5,879,648,982 | 137,547,236 | 29,692,037 | 0 | |||
Proposal Three: Relating to an Advisory Vote by Shareholders to Approve the Compensation of the Named Executives. A proposal relating to a shareholder advisory vote to approve the compensation of the Named Executives was approved with the votes shown:
For | Against | Abstain | Broker Non-Votes | |||
4,415,321,679 | 204,732,887 | 24,777,079 | 1,402,056,610 | |||
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:
For | Against | Abstain | Broker Non-Votes | |||
4,516,497,260 | 106,379,782 | 21,954,603 | 1,402,056,610 | |||
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 | |||
1,581,700,534 | 3,032,011,540 | 31,119,571 | 1,402,056,610 | |||
Proposal Six: Relating to Disclosure of the Company’s Lobbying Activities and Expenditures. A proposal relating to disclosure of the Company’s lobbying activities and expenditures was rejected with the votes shown:
For | Against | Abstain | Broker Non-Votes | |||
761,192,689 | 3,854,612,768 | 29,026,188 | 1,402,056,610 | |||
Proposal Seven: Relating to Disclosure of the Company’s Political Activities and Expenditures. A proposal relating to disclosure of the Company’s political activities and expenditures was rejected with the votes shown:
For | Against | Abstain | Broker Non-Votes | |||
868,665,611 | 3,747,024,602 | 29,141,432 | 1,402,056,610 | |||
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 14, 2019 | By: | /s/ Corey M. MacGillivray |
Corey M. MacGillivray | ||
Assistant Secretary | ||