Annual Meeting Voting Results
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, 2013
(Date of earliest event reported)
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
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1-3950 | 38-0549190 |
(Commission File Number) | (IRS Employer Identification No.) |
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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))
Item 5.07. Submission of Matters to a Vote of Security Holders.
On May 9, 2013, 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.
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Nominee | For | Against | Abstain | Broker Non-Votes |
Stephen G. Butler | 4,492,857,032 | 29,929,866 | 18,522,732 | 1,203,515,081 |
Kimberly A. Casiano | 4,481,584,043 | 42,239,500 | 17,483,636 | 1,203,515,081 |
Anthony F. Earley, Jr. | 4,099,921,704 | 423,162,579 | 18,225,347 | 1,203,515,081 |
Edsel B. Ford II | 4,385,964,386 | 145,584,226 | 9,760,917 | 1,203,515,081 |
William Clay Ford, Jr. | 4,474,045,323 | 57,829,866 | 9,432,463 | 1,203,515,081 |
Richard A. Gephardt | 4,257,573,361 | 267,327,369 | 16,408,900 | 1,203,515,081 |
James H. Hance, Jr. | 4,278,442,668 | 242,789,057 | 20,077,905 | 1,203,515,081 |
William W. Helman IV | 4,487,483,629 | 34,362,383 | 19,462,079 | 1,203,515,081 |
Jon M. Huntsman, Jr. | 4,214,431,606 | 309,219,766 | 17,658,258 | 1,203,515,081 |
Richard A. Manoogian | 3,708,160,142 | 811,120,739 | 22,022,658 | 1,203,521,172 |
Ellen R. Marram | 4,185,464,945 | 337,809,174 | 18,035,511 | 1,203,515,081 |
Alan Mulally | 4,498,493,527 | 33,262,750 | 9,553,353 | 1,203,515,081 |
Homer A. Neal | 4,471,045,657 | 50,842,503 | 19,421,470 | 1,203,515,081 |
Gerald L. Shaheen | 4,491,017,958 | 31,662,894 | 18,628,778 | 1,203,515,081 |
John L. Thornton | 4,162,321,928 | 360,641,061 | 18,346,641 | 1,203,515,081 |
Proposal Two: Relating to Ratification of Independent Registered Public Accounting Firm. A proposal relating to ratification of 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 2013 was adopted with the votes shown:
For Against Abstained Broker Non-Votes
5,657,164,246 64,558,909 23,099,599 0
Proposal Three: Relating to Approval, on an Advisory Basis, of 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
4,207,455,648 308,620,024 25,226,867 1,203,521,172
Proposal Four: Relating to Approval of the Terms of the Company's Annual Incentive Compensation Plan. A proposal relating to the approval of the terms of the Company's Annual Incentive Compensation Plan was approved with the votes shown:
For Against Abstained Broker Non-Votes
4,069,619,349 439,095,422 32,594,659 1,203,515,081
Proposal Five: Relating to Approval of the Terms of the Company's 2008 Long-Term Incentive Plan. A proposal relating to the approval of the terms of the Company's 2008 Long-Term Incentive Plan was approved with the votes shown:
For Against Abstained Broker Non-Votes
3,606,668,964 899,689,107 34,951,559 1,203,515,081
Proposal Six: 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 Abstained Broker Non-Votes
4,294,100,338 226,514,377 20,688,551 1,203,521,172
Proposal Seven: 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
1,517,209,392 3,001,205,457 22,893,343 1,203,515,081
Proposal Eight: Relating to Permitting Holders of 10% of Common Stock to Call Special Shareholder Meetings. A proposal relating to allowing holders of 10% of outstanding Common Stock to call special shareholder meetings was rejected with the votes shown:
For Against Abstained Broker Non-Votes
883,024,244 3,634,381,424 23,901,477 1,203,515,081
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.
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| | FORD MOTOR COMPANY |
| | (Registrant) |
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Date: May 14, 2013 | By: | /s/ Louis J. Ghilardi |
| | Louis J. Ghilardi |
| | Assistant Secretary |