8-K 2014 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 7, 2014
(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))






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

On May 8, 2014, 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
4,641,191,971
27,258,859

 
20,511,424
1,159,067,503
Kimberly A. Casiano
4,615,376,157
53,572,823

 
20,013,275
1,159,067,503
Anthony F. Earley, Jr.
4,378,618,500
291,112,961

 
19,230,695
1,159,067,503
Edsel B. Ford II
4,418,493,742
257,854,710

 
12,613,803
1,159,067,503
William Clay Ford, Jr.
4,627,466,630
49,885,613

 
11,609,807
1,159,067,503
Richard A. Gephardt
4,412,863,645
257,820,459

 
18,277,768
1,159,067,503
James P. Hackett
4,631,947,781
35,918,247

 
21,095,855
1,159,067,503
James H. Hance, Jr.
4,564,914,499
102,252,203

 
21,795,513
1,159,067,503
William W. Helman IV
4,637,832,349
29,921,459

 
21,208,447
1,159,067,503
Jon M. Huntsman, Jr.
4,358,868,313
310,037,758

 
20,055,830
1,159,067,503
James C. Lechleiter
4,606,664,491
61,182,135

 
21,115,359
1,159,067,503
Ellen R. Marram
4,374,425,689
294,599,255

 
19,937,311
1,159,067,503
Alan Mulally
4,638,947,321
38,388,321

 
11,626,613
1,159,067,503
Homer A. Neal
4,615,693,578
52,801,842

 
20,466,835
1,159,067,503
Gerald L. Shaheen
4,637,754,071
31,198,473

 
20,006,068
1,159,067,503
John L. Thornton
4,363,953,675
304,698,753

 
20,302,827
1,159,067,503

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 2014 was adopted with the votes shown:
For
 
Against
 
Abstained
 
Broker Non-Votes
5,774,198,379

 
52,638,085

 
21,191,539

 
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
3,500,915,822


 
1,161,981,003


 
26,065,430
     

 
1,159,067,503


Proposal Four: Relating to Approval of the 2014 Stock Plan for Non-Employee Directors. A proposal relating to the approval of the 2014 Stock Plan for Non-Employee Directors was approved with the votes shown:
For
 
Against
 
Abstained
 
Broker Non-Votes
4,367,365,098

 
295,194,360

 
26,399,721
 
1,159,067,503
 
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
1,623,180,993

 
3,039,952,772

 
25,824,984

 
1,159,067,503









Proposal Six: 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
1,027,127,485

 
3,636,019,459

 
25,810,895

 
1,159,067,503



Item 8.01. Other Events.

Our news release dated May 7, 2014 concerning our announcement of a stock repurchase program for up to approximately 116 million shares of our common stock to offset share dilution is filed as Exhibit 99 to this Report and incorporated by reference herein.


Item 9.01. Financial Statements and Exhibits.

EXHIBITS*

    
Designation
Description
Method of Filing
 
 
 
Exhibit 99
News release dated May 7, 2014 concerning announcement of a stock repurchase program for up to approximately 116 million shares of Ford common stock

Filed with this Report
 
 
 


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 13, 2014
By:
/s/ Bradley M. Gayton
 
 
Bradley M. Gayton,
 
 
Secretary


*
 
Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.







EXHIBIT INDEX

Designation
Description
 
 
Exhibit 99
News release dated May 7, 2014 concerning announcement of a stock repurchase program for up to approximately 116 million shares of Ford common stock