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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 11, 2023
(Date of earliest event reported)

FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)
1-395038-0549190
(Commission File Number)(IRS Employer Identification No.)
One American Road
Dearborn,Michigan48126
(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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		 Trading
Symbol(s)		Name of each exchange
on which registered
Common Stock, par value $.01 per share FNew York Stock Exchange
6.200% Notes due June 1, 2059FPRBNew York Stock Exchange
6.000% Notes due December 1, 2059FPRCNew York Stock Exchange
6.500% Notes due August 15, 2062FPRDNew York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


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

On May 11, 2023, 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.
NomineeForAgainstAbstainBroker Non-Votes
Kimberly A. Casiano4,349,881,740182,668,86221,526,7001,043,242,135
Alexandra Ford English4,305,078,250230,581,23618,417,8161,043,242,135
James D. Farley, Jr.4,442,687,27495,458,56115,931,4671,043,242,135
Henry Ford III4,226,916,750310,653,62216,506,9301,043,242,135
William Clay Ford, Jr.3,876,696,589656,990,05320,390,6601,043,242,135
William W. Helman IV4,358,199,958173,630,56722,246,7771,043,242,135
Jon M. Huntsman, Jr.4,323,184,005211,253,18119,640,1161,043,242,135
William E. Kennard3,729,262,570797,449,79227,364,9401,043,242,135
John C. May4,020,834,509511,319,36021,923,4331,043,242,135
Beth E. Mooney4,369,141,593163,941,98520,993,7241,043,242,135
Lynn Vojvodich Radakovich4,007,067,237524,980,15022,029,9151,043,242,135
John L. Thornton3,939,641,452591,719,67922,716,1711,043,242,135
John B. Veihmeyer4,364,186,751167,246,26122,644,2901,043,242,135
John S. Weinberg4,012,931,686518,695,13222,450,4841,043,242,135

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 2023 was adopted with the votes shown:
ForAgainstAbstainBroker Non-Votes
5,472,795,083107,030,33417,494,0200

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:
ForAgainstAbstainBroker Non-Votes
4,307,046,185222,402,46524,628,6521,043,242,135

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 say on pay 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 YEAR2 YEARS3 YEARSAbstainBroker Non-Votes
4,467,125,683    14,551,50757,664,10614,736,0061,043,242,135

Consistent with these results and with the recommendation of the Company’s Board of Directors, the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company’s 2029 Annual Meeting of Shareholders.

Proposal Five: Relating to Approval of the Company’s 2023 Long-Term Incentive Plan. A proposal relating to the approval of the Company’s 2023 Long-Term Incentive Plan was approved with the votes shown:
ForAgainstAbstainBroker Non-Votes
3,034,075,7061,490,291,94729,709,6491,043,242,135




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:
ForAgainstAbstainBroker Non-Votes
1,634,597,3052,892,739,73426,740,2631,043,242,135

Proposal Seven: Relating to Disclosure of the Company’s Reliance on Child Labor Outside of the United States. A proposal relating to disclosure of the Company’s reliance on child labor outside the United States was rejected with the votes shown:
ForAgainstAbstainBroker Non-Votes
286,573,2704,122,096,892145,407,1401,043,242,135

Proposal Eight: Relating to Reporting on the Company’s Animal Testing Practices. A proposal relating to reporting on the Company’s animal testing practices was rejected with the votes shown:
ForAgainstAbstainBroker Non-Votes
219,942,1374,298,881,89235,253,2731,043,242,135





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 16, 2023By:/s/ Victoria Pool
Victoria Pool
Assistant Secretary