8-KLeadership ChangesExhibits & Filings

FORD MOTOR CO 8-K Report, Executive Changes (Sep 11, 2013)

Filed September 11, 2013For Securities:FF-PCF-PDF-PB

Summary

Ford Motor Company (F) announced on September 11, 2013, a significant change in its Board of Directors with the election of two new members: James P. Hackett and John C. Lechleiter. Mr. Hackett's appointment is immediate, while Mr. Lechleiter's will be effective October 1, 2013. These appointments bring new expertise to key board committees, with Mr. Hackett joining the Sustainability and Nominating and Governance Committees, and Mr. Lechleiter being appointed to the Compensation and Nominating and Governance Committees. Investors should note Mr. Hackett's prior business relationship with Ford through Steelcase Inc., where he serves as CEO. While transactions between the two companies were disclosed as occurring in the ordinary course of business and representing less than 1% of annual gross revenues for each, this introduces a related-party transaction element. The company has provided details to ensure transparency regarding these ongoing business dealings as these new directors integrate into Ford's governance structure.

Key Highlights

  • 1Election of James P. Hackett to the Board of Directors, effective immediately.
  • 2Election of John C. Lechleiter to the Board of Directors, effective October 1, 2013.
  • 3James P. Hackett appointed to Sustainability and Nominating and Governance Committees.
  • 4John C. Lechleiter appointed to Compensation and Nominating and Governance Committees.
  • 5Disclosure of business relationship between Ford and Steelcase Inc. (where Hackett is CEO).
  • 6Transactions between Ford and Steelcase were less than 1% of annual gross revenues and in the ordinary course of business.
  • 7The press release announcing these appointments is attached as Exhibit 99.

Frequently Asked Questions

James P. Hackett and John C. Lechleiter have been elected to Ford's Board of Directors. Mr. Hackett's appointment is effective immediately, and Mr. Lechleiter's appointment is effective October 1, 2013.

Mr. Hackett has been appointed to the Sustainability Committee and the Nominating and Governance Committee. Mr. Lechleiter will serve on the Compensation Committee and the Nominating and Governance Committee.

Yes, James P. Hackett is the CEO of Steelcase Inc. Ford purchased approximately $4.5 million in products from Steelcase or its dealers in 2012, and Steelcase purchased approximately $900,000 in products from Ford dealers in the same year. These transactions were disclosed as being in the ordinary course of business and representing less than 1% of each company's annual gross revenues.

The appointment of new directors brings fresh perspectives and expertise to the board, particularly in areas like sustainability and executive compensation. The disclosure of Mr. Hackett's business relationship with Ford highlights the company's commitment to transparency regarding potential related-party transactions as new leadership is integrated.