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FORD MOTOR CO

For the period ended May 9, 2024. Filed Mar 29, 2024.

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About this filing

What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.

May 9, 2024 · Filed Mar 29, 2024

F$12.44-0.7%Stored close · as of Nov 6, 2026
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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

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Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material under §240.14a-12

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Ford Motor Company

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(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1)

and 0-11

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Ford Motor Company

One American Road

Dearborn, Michigan 48126-2798

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Dear Shareholders:

It is my pleasure to inform you that our 2024 Annual Meeting of Shareholders will be conducted online on Thursday, May 9, 2024, starting at 8:30 a.m. EDT. Shareholders will be able to listen, submit questions, and vote from any remote location with internet connectivity. Information on how to participate in this year’s virtual meeting can be found on page 100.

Last year, we took significant steps to position the Company for the future. Ford is now organized and operating based on three distinct global business segments — Ford Blue, Ford Model e and Ford Pro — to better serve our customers for personal ownership and commercial needs. We believe this provides clarity, focus, and accountability for our teams, and drives smart allocation of capital as markets and customer preferences evolve.

Our 2023 results underscore the potential of our plan, our leadership, and our people. We delivered a solid year with growth in all three global businesses despite a lengthy work stoppage by the United Auto Workers union in the U.S. and significant pricing and demand shifts in the electric vehicle market. Our strategy to offer customers unprecedented choice is paying off. In the U.S., the best-selling gas-powered, hybrid, and fully electric pickup were all produced by Ford. Our international operations are now solidly profitable and investing in the future. Importantly, we are making progress on improving quality and reducing costs throughout the Company.

Looking ahead, we have an opportunity to deliver a very strong 2024 and differentiate Ford like never before. We have one of the most appealing global lineups in our history, with many new and refreshed vehicles launching this year. We also have a leadership team that is a mix of the best veteran Ford leaders and world-class leaders with key skills from outside of Ford and the auto industry.

Our board of directors and leadership team continue to focus on delivering strong results in the present while creating value and opportunity for the future. Our fundamental purpose of making people’s lives better remains the same, and we will continue to lead with our values as we deliver for all of our stakeholders.

Thank you for your support and your commitment to our Company’s future.

/s/ William Clay Ford, Jr.

William Clay Ford, Jr.

Chair of the Board​

Notice of Virtual Annual Meeting of

Shareholders of Ford Motor Company

Thursday, May 9, 2024

8:30 a.m., Eastern Daylight Saving Time

This year’s virtual annual meeting will begin promptly at 8:30 a.m., Eastern Daylight Saving Time. If you plan to participate in the virtual meeting, please see the instructions on page 100 of the Proxy Statement. Shareholders will be able to listen, vote, and submit questions from their home or from any remote location that has Internet connectivity. There will be no physical location for shareholders to attend. Shareholders may only participate online by logging in atwww.virtualshareholdermeeting.com/FORD2024.

ITEMS OF BUSINESS:

The election of the 14 director nominees named in the Proxy Statement.

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The ratification of the selection of PricewaterhouseCoopers LLP as Ford’s independent registered public accounting firm for 2024.

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A non-binding shareholder advisory vote to approve the compensation of the Named Executives.

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Approval of the 2024 Stock Plan for Non-Employee Directors.

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Consideration of the three shareholder proposals set forth in the Proxy Statement.

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If you were a shareholder at the close of business on March 13, 2024, you are eligible to vote at this year’s annual meeting.

Please read these materials so that you will know which items of business we intend to cover during the meeting. Also, please either sign and return the accompanying proxy card in the postage-paid envelope or instruct us by telephone or online as to how you would like your shares voted. This will allow your shares to be voted as you instruct even if you cannot participate in the meeting. Instructions on how to vote your shares by telephone or online are on the proxy card enclosed with the Proxy Statement.

Please see Other Items and the Questions and Answers section beginning on page 95 for important information about the proxy materials, voting, the virtual annual meeting, Company documents, communications, and the deadline to submit shareholder proposals for the 2025 Annual Meeting of Shareholders.

Shareholders are being notified of the Proxy Statement and the form of proxy beginning March 29, 2024.

Dearborn, Michigan

/s/ Jonathan E. Osgood​

Jonathan E. Osgood

Secretary​

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​When​​​Virtual Meeting​​​Record Date​​
​Thursday, May 9, 20248:30 a.m., Eastern Daylight Saving Time​​www.virtualshareholdermeeting.com/FORD2024​​March 13, 2024​
​​We urge each shareholder to promptly sign and return the enclosed proxy card or to use telephone or online voting. See our Questions and Answers beginning on page 97 for information about the virtual meeting and voting by telephone or online and how to revoke a proxy.​​
​​​​Notice of Virtual Annual Meeting of Shareholders​​​​2024 Proxy Statement​​i​
ContentsView on SEC.gov

The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.