(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 8.01. Other Events.
On April 14, 2021, Ford Motor Company (the “Company”) issued a news release announcing the election of Jon M. Huntsman, Jr., as Vice Chair, Policy, effective May 3, 2021. Mr. Huntsman will remain on the Board of Directors of the Company (the “Board”) and continue to serve on the Sustainability and Innovation Committee of the Board. Effective May 3, 2021, Mr. Huntsman will no longer (i) be an “independent director” under the listing standards of the New York Stock Exchange, (ii) serve on the Compensation Committee of the Board or the Nominating and Governance Committee of the Board, or (iii) receive compensation as a non-employee director.
The Compensation Committee approved the following compensation actions regarding Mr. Huntsman in his role as Vice Chair, Policy: (i) an annual base salary of $1,000,000, and (ii) an initial stock grant valued at $3,000,000 in the form of time-based restricted stock units that will vest ratably over three years.
Mr. Huntsman recused himself from all Board and committee deliberations related to these matters.
The Company’s news release announcing the election is attached to this Report as Exhibit 99 and is incorporated herein by reference.
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: April 14, 2021
By:
/s/ Jonathan E. Osgood
Jonathan E. Osgood
Secretary
*
Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.
**
Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
