8-K/AShareholder Matters

FORD MOTOR CO 8-K/A Report, Shareholder Vote Results (Jun 14, 2017)

Filed June 14, 2017For Securities:FF-PCF-PDF-PB

Summary

Ford Motor Company (F) filed an 8-K/A amendment on June 13, 2017, to provide definitive results for a non-binding advisory vote on the frequency of "say on pay" proposals at its 2017 Annual Meeting. The overwhelming majority of votes cast favored holding "say on pay" votes on an annual basis. This filing confirms Ford's intention to continue with annual "say on pay" advisory votes, aligning with the board's recommendation and the strong shareholder preference indicated by the voting results. The next advisory vote on this frequency will occur no later than the 2023 Annual Meeting.

Key Highlights

  • 1Ford Motor Company filed an 8-K/A amendment on June 13, 2017.
  • 2The filing provides definitive results of the "say on pay" frequency advisory vote from the 2017 Annual Meeting.
  • 3A significant majority of shares (4,452,668,344) voted for an annual "say on pay" vote.
  • 4Only a small percentage of shares voted for biennial (20,128,262) or triennial (284,196,272) "say on pay" votes.
  • 5The company will hold "say on pay" advisory votes annually until the next frequency vote.
  • 6The board of directors recommended an annual "say on pay" vote, which was supported by the shareholder outcome.
  • 7The next advisory vote on the frequency of "say on pay" is required by the 2023 Annual Meeting.

Frequently Asked Questions

This filing provides the final, definitive results of the non-binding advisory vote on the frequency of "say on pay" proposals that was held at Ford's 2017 Annual Meeting of Stockholders. It confirms the outcome and the company's decision based on those results.

The overwhelming majority of shares voted in favor of conducting "say on pay" advisory votes on an annual basis. Specifically, over 4.45 billion shares voted for one year, significantly outpacing votes for two or three years.

Yes, Ford Motor Company has determined to hold "say on pay" advisory votes on an annual basis, consistent with the strong shareholder preference expressed in the vote and the recommendation of the company's board of directors.

The company is required to hold another advisory vote on the frequency of "say on pay" votes no later than its 2023 Annual Meeting of Stockholders.