(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))
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
6.200% Notes due June 1, 2059
FPRB
New York Stock Exchange
6.000% Notes due December 1, 2059
FPRC
New 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.
Nominee
For
Against
Abstain
Broker Non-Votes
Kimberly A. Casiano
4,457,453,023
128,945,931
16,745,073
1,001,330,011
Alexandra Ford English
4,366,268,412
222,811,339
14,064,276
1,001,330,011
James D. Farley, Jr.
4,499,540,133
89,791,194
13,812,700
1,001,330,011
Henry Ford III
4,288,022,209
301,685,266
13,436,552
1,001,330,011
William Clay Ford, Jr.
4,312,058,184
278,906,915
12,178,928
1,001,330,011
William W. Helman IV
4,459,095,916
126,078,004
17,970,107
1,001,330,011
Jon M. Huntsman, Jr.
4,348,300,922
238,904,569
15,938,536
1,001,330,011
William E. Kennard
4,296,632,648
288,967,773
17,543,606
1,001,330,011
John C. May
4,536,156,350
48,914,715
18,072,962
1,001,330,011
Beth E. Mooney
4,488,961,085
97,138,389
17,044,553
1,001,330,011
Lynn Vojvodich Radakovich
4,474,329,592
111,183,484
17,630,951
1,001,330,011
John L. Thornton
4,298,837,010
287,156,784
17,150,233
1,001,330,011
John B. Veihmeyer
4,464,320,427
121,228,686
17,594,914
1,001,330,011
John S. Weinberg
4,452,421,931
133,420,247
17,301,849
1,001,330,011
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:
For
Against
Abstain
Broker Non-Votes
5,463,506,217
120,945,660
20,022,161
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 was approved with the votes shown:
For
Against
Abstain
Broker Non-Votes
4,212,868,517
369,571,348
20,704,162
1,001,330,011
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:
For
Against
Abstain
Broker Non-Votes
4,379,223,701
202,104,692
21,815,634
1,001,330,011
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:
For
Against
Abstain
Broker Non-Votes
1,684,183,306
2,890,154,782
28,805,939
1,001,330,011
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.