UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 18, 2011
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 1-3950 | 38-0549190 | ||
| (State or other jurisdiction of incorporation) |
(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
(Former name or former address, if changed since last report.)
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:
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) | |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) | |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) | |
| o | 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 12, 2011, 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 |
4,424,727,068 | 32,636,229 | 18,108,252 | 1,173,632,083 | ||||||||||||
Kimberly A. Casiano |
4,418,257,042 | 40,211,927 | 17,002,580 | 1,173,632,083 | ||||||||||||
Anthony F. Earley, Jr. |
4,073,831,522 | 384,188,237 | 17,451,745 | 1,173,632,083 | ||||||||||||
Edsel B. Ford II |
4,316,798,342 | 148,969,347 | 9,702,070 | 1,173,632,083 | ||||||||||||
William Clay Ford, Jr. |
4,402,893,867 | 63,743,438 | 8,834,244 | 1,173,632,083 | ||||||||||||
Richard A. Gephardt |
4,250,717,157 | 209,394,546 | 15,359,559 | 1,173,632,083 | ||||||||||||
James H. Hance, Jr. |
4,284,242,953 | 173,256,066 | 17,972,531 | 1,173,632,083 | ||||||||||||
Irvine O. Hockaday, Jr. |
4,393,745,975 | 65,053,752 | 16,671,821 | 1,173,632,083 | ||||||||||||
Richard A. Manoogian |
4,137,395,453 | 321,804,086 | 16,271,958 | 1,173,632,083 | ||||||||||||
Ellen R. Marram |
4,354,215,484 | 103,471,611 | 17,783,452 | 1,173,632,083 | ||||||||||||
Alan Mulally |
4,407,081,060 | 59,485,016 | 8,905,474 | 1,173,632.083 | ||||||||||||
Homer A. Neal |
4,402,270,700 | 56,122,700 | 17,078,105 | 1,173,632,083 | ||||||||||||
Gerald L. Shaheen |
4,423,146,041 | 34,474,066 | 17,850,743 | 1,173,632,083 | ||||||||||||
John L. Thornton |
4,341,540,457 | 116,255,588 | 17,675,504 | 1,173,632,083 | ||||||||||||
Proposal Two: Ratification of Selection of 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 2011 was adopted with the votes shown:
| For | Against | Abstained | Broker Non-Votes | |||
5,572,060,697
|
56,944,147 | 20,098,237 | 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 | |||
| 4,162,219,924 | 293,787,254 | 19,464,276 | 1,173,632,083 |
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 | ||||
| 4,252,254,244 | 23,698,709 | 177,872,039 | 21,645,787 | 1,173,632,083 |
The Company adopts every 1 YEAR as the frequency of the shareholder advisory vote to approve
the compensation of the Named Executives.
Proposal Five: Relating to the Company Issuing a Report Disclosing the Company’s Political
Contributions. A proposal relating to the Company issuing a report disclosing political
contributions was rejected with the votes shown:
| For | Against | Abstained | Broker Non-Votes | |||
| 172,412,529 | 3,908,470,296 | 394,588,724 | 1,173,632,083 |
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Proposal Six: 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 | |||
| 1,404,748,105 | 3,048,273,270 | 22,448,010 | 1,173,632,083 |
Proposal Seven: Relating to Permitting Holders of 10% of Common Stock to Call Special
Shareholder Meetings. A proposal relating to permitting holders of 10% of Ford Common Stock to
call special shareholder meetings was rejected with the votes shown:
| For | Against | Abstained | Broker Non-Votes | |||
| 955,713,255 | 3,499,163,642 | 20,594,652 | 1,173,632,083 |
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 18, 2011 | By: | /s/ Peter J. Sherry, Jr. | ||
| Peter J. Sherry, Jr., | ||||
| Secretary | ||||
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