--- schema_version: "secwatch.filing_event.v1" accession: "0000037996-26-000090" form_type: "8-K" ticker: "F" cik: "0000037996" company_name: "FORD MOTOR CO" filed_at: "2026-05-19T20:08:28+00:00" generated_at: "2026-05-19T20:09:34.854425+00:00" event_type: "other" sentiment: "neutral" materiality_score: 0.3 calibrated_materiality_score: 0.15 confidence: "high" source: SEC EDGAR --- # Ford annual meeting: all directors elected, recapitalization proposal rejected ## Summary - All 15 director nominees elected; William Clay Ford Jr. received highest 'against' at 449M shares (9%) but still elected. - Ratification of PwC as independent auditor for 2026 passed with 5.6B votes for, 189M against. - Advisory vote on executive compensation ('say on pay') approved with 4.8B votes for. - Shareholder proposal to recapitalize all stock to one vote per share rejected (2.17B for, 2.85B against). - Shareholder proposals on voting disclosure by share class and DEI oversight by-law both rejected. ## SEC filing metadata - accession: 0000037996-26-000090 - form_type: 8-K - ticker: F - cik: 0000037996 - company_name: FORD MOTOR CO - filed_at: 2026-05-19T20:08:28+00:00 - event_type: other - sentiment: neutral - materiality_score: 0.3 - calibrated_materiality_score: 0.15 - confidence: high - sec_items: 5.07 - EDGAR index: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/0000037996-26-000090-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/f-20260514.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0000037996-26-000090 - JSON: https://secwatch.observer/filing/0000037996-26-000090.json - Plain text: https://secwatch.observer/filing/0000037996-26-000090.txt ## Key facts - Shareholder Votes FORD MOTOR CO shareholders rejected Consideration of a Recapitalization Plan to Provide that All of the Company’s Outstanding Stock Have One Vote Per Share at the 2026-05-14 meeting. - Outcome: failed - Meeting: 2026-05-14 source text: Proposal Four: 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 Abstain Broker Non-Votes 2,170,748,325 2,848,002,181 21,938,086 768,614,928 evidence_url: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/0000037996-26-000090-index.htm - Shareholder Votes FORD MOTOR CO shareholders rejected Disclosure of Voting Results by Share Class at the 2026-05-14 meeting. - Outcome: failed - Meeting: 2026-05-14 source text: Proposal Five: Relating to Disclosure of Voting Results by Share Class. A proposal relating to disclosure by share class of voting results on matters subject to a shareholder vote was rejected with the votes shown: For Against Abstain Broker Non-Votes 1,329,361,087 3,688,571,531 22,755,974 768,614,928 evidence_url: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/0000037996-26-000090-index.htm - Shareholder Votes FORD MOTOR CO shareholders approved Election of Directors at the 2026-05-14 meeting. - Proposal: director election - Outcome: passed - Meeting: 2026-05-14 source text: Proposal One: Election of Directors. Nominee For Against Abstain Broker Non-Votes Kimberly A. Casiano 4,846,381,967 173,061,151 21,245,474 768,614,928 Adriana Cisneros 4,929,184,961 87,907,114 23,596,517 768,614,928 Alexandra Ford English 4,906,937,968 113,708,509 20,042,115 768,614,928 James D. Farley, Jr. 4,905,094,511 118,356,258 17,237,823 768,614,928 Henry Ford III 4,906,566,466 114,762,049 19,360,077 768,614,928 William Clay Ford, Jr. 4,575,609,361 449,073,184 16,006,047 768,614,928 William W. Helman IV 4,867,292,082 150,643,039 22,753,471 768,614,928 Jon M. Huntsman, Jr. 4,636,904,139 381,294,671 22,489,782 768,614,928 William E. Kennard 4,106,188,982 911,533,499 22,966,111 768,614,928 John C. May 4,926,208,461 92,263,035 22,217,096 768,614,928 Beth E. Mooney 4,928,347,255 88,429,037 23,912,300 768,614,928 Lynn Radakovich 4,889,987,520 126,586,329 24,114,743 768,614,928 John L. Thornton 4,836,176,662 182,920,896 21,591,034 768,614,928 John B. Veihmeyer 4,908,189,274 108,806,599 evidence_url: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/0000037996-26-000090-index.htm - Shareholder Votes FORD MOTOR CO shareholders approved Advisory Vote by Shareholders to Approve the Compensation of the Named Executives (say on pay) at the 2026-05-14 meeting. - Proposal: say on pay - Outcome: passed - Meeting: 2026-05-14 source text: Proposal Three: Relating to an Advisory Vote by Shareholders to Approve the Compensation of the Named Executives. A proposal relating to a shareholder non-binding advisory vote to approve the compensation of the Named Executives (“say on pay”) was approved with the votes shown: For Against Abstain Broker Non-Votes 4,826,704,694 184,157,955 29,825,943 768,614,928 evidence_url: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/0000037996-26-000090-index.htm - Shareholder Votes FORD MOTOR CO shareholders rejected Diversity, Equity, and Inclusion Oversight By-Law Amendment at the 2026-05-14 meeting. - Outcome: failed - Meeting: 2026-05-14 source text: Proposal Six: Relating to a Diversity, Equity, and Inclusion Oversight By-Law Amendment. A proposal relating to a by-law amendment providing that the Audit Committee have sole oversight over diversity, equity, and inclusion initiatives was rejected with the votes shown: For Against Abstain Broker Non-Votes 72,659,928 4,934,047,473 33,981,191 768,614,928 evidence_url: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/0000037996-26-000090-index.htm - Shareholder Votes FORD MOTOR CO shareholders approved Ratification of the Selection of the Independent Registered Public Accounting Firm (PricewaterhouseCoopers LLP) at the 2026-05-14 meeting. - Proposal: auditor ratification - Outcome: passed - Meeting: 2026-05-14 source text: 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 2026 was adopted with the votes shown: For Against Abstain Broker Non-Votes 5,596,282,796 189,205,386 23,815,338 0 evidence_url: https://www.sec.gov/Archives/edgar/data/37996/000003799626000090/0000037996-26-000090-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.