Extracted from this filing and checked against the source text.
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
FORD MOTOR CO: Amendments to By-Laws adopted on December 8, 2022, effective immediately, including addition of advance notice provision for stockholder nominations and proposals, updates for Delaware law changes, and other clarifying revisions (effective 2022-12-08).
- Change
- bylaw amendment
- Effective
- 2022-12-08
Exact text from the filing
On December 8, 2022, the Board of Directors of Ford Motor Company (the “Company”) adopted amendments to the Company’s By-Laws (the “By-Laws”), which became effective immediately, primarily to (i) add an advance notice provision setting forth timing and notice requirements for stockholders to make nominations or propose other business at meetings of stockholders (the “Advance Notice By-Law”), (ii) update certain provisions to reflect current Company practice and to account for recent changes in Delaware law, including by eliminating the requirement that the Company make available its stockholder list during stockholder meetings, (iii) add language allowing committees to appoint another member of the Board of Directors to act in place of any absent or disqualified committee member, (iv) align the provision regarding fixing record dates more closely to Section 213 of the Delaware General Corporation Law, and (v) make additional clarifying and refining revisions.
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