Ford Motor Company (F)

FORM 8-K | Current report
May. 16, 2017 4:10 PM
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About: Ford Motor Company (F)View as PDF
FORD MOTOR CO (Form: 8-K, Received: 05/16/2017 16:11:57)



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, 2017
(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








Item 5.07. Submission of Matters to a Vote of Security Holders .

On May 11, 2017, 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
4,664,088,721
93,368,731
15,897,272
1,194,295,436
Kimberly A. Casiano
4,662,607,162
95,462,812
15,284,750
1,194,295,436
Anthony F. Earley, Jr.
4,693,866,906
64,354,896
15,132,922
1,194,295,436
Mark Fields
4,703,831,590
57,302,679
12,220,455
1,194,295,436
Edsel B. Ford II
4,533,891,266
229,076,396
10,387,062
1,194,295,436
William Clay Ford, Jr.
4,703,225,077
60,198,313
9,931,334
1,194,295,436
William W. Helman IV
4,706,878,075
50,064,580
16,412,069
1,194,295,436
Jon M. Huntsman, Jr.
4,678,547,984
79,935,070
14,871,670
1,194,295,436
William E. Kennard
4,691,479,211
65,388,305
16,487,208
1,194,295,436
John C. Lechleiter
4,693,700,487
62,898,575
16,755,662
1,194,295,436
Ellen R. Marram
4,634,283,653
123,926,714
15,144,357
1,194,295,436
John L. Thornton
4,658,464,915
99,535,477
15,354,332
1,194,295,436
Lynn M. Vojvodich
4,719,606,454
37,835,398
15,912,872
1,194,295,436
John S. Weinberg
4,703,968,316
53,469,862
15,916,546
1,194,295,436

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 2017 was adopted with the votes shown:

For
 
Against
 
Abstained
 
Broker Non-Votes
5,858,858,315

 
85,640,652

 
23,151,193
 
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
 
Abstained
 
Broker Non-Votes
4,583,982,376

 
166,046,243

 
23,326,105
 
1,194,295,436


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 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
 
Abstained
 
Broker Non-Votes
4,452,668,344

 
20,128,262
 
284,196,272
 
16,361,846

 
1,194,295,436











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
 
Abstained
 
Broker Non-Votes
1,688,059,491

 
3,055,360,847

 
29,934,386
 
1,194,295,436


    
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
 
Abstained
 
Broker Non-Votes
811,023,525

 
3,890,057,952

 
72,273,247
 
1,194,295,436







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, 2017
By:
/s/ Jerome F. Zaremba
 
 
Jerome F. Zaremba

 
 
Assistant Secretary