FORD MOTOR CO
For the period ended May 14, 2026. Filed Mar 27, 2026.
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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 14, 2026 · Filed Mar 27, 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 |
| ☐ | CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2)) |
| ☒ | Definitive Proxy Statement |
| ☐ | Definitive Additional Materials |
| ☐ | Soliciting Material Under Rule 14a-12 |
Ford Motor Company
(Name of Registrant as Specified In Its Charter)
(Name of Person(s) Filing Proxy Statement, if Other than the Registrant)
| Payment of Filing Fee (Check the appropriate box): | |
|---|---|
| ☒ | No fee required. |
| ☐ | Fee paid previously with preliminary materials. |
| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
2026 Proxy Statement
Ford Motor Company One American Road Dearborn, Michigan 48126-2798
Dear Shareholders,
It is my pleasure to inform you that our 2026 Annual Meeting of Shareholders will be conducted online on Thursday, May 14, 2026, 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 89.
In 2025, Ford achieved key strategic goals and delivered for shareholders while navigating a complex landscape that included shifting policy and intensifying global competition. We grew revenue for the fifth consecutive year, posted our best U.S. sales this decade, and gained significant market share in our home market. This growth was fueled by our strong products—from record hybrid sales and our dominance in trucks, to growth in the off-road segment and our Ford Pro commercial division.
Importantly, our unique and appealing product lineup was complemented by sharper execution, including significant cost reductions across our industrial system and quality improvements. We also took decisive actions in our electric vehicle business—responding to shifts in regulation and customer demand—to ensure Ford is positioned for profitable, long-term growth. I am pleased to report that this operational discipline translated into value for you, with our Total Shareholder Return of 42% last year, outperforming our peer set and the S&P 500.
We also celebrated centennial milestones in Australia and Mexico—a reminder of our deep global roots—while simultaneously opening a modern world headquarters in Dearborn, Michigan. This new headquarters is more than a building; it is the anchor of a renewed campus designed to break down silos and foster the speed and collaboration required to win in this new era.
Ford enters 2026 as a sharper and more resilient company. Our drive to innovate and our commitment to American manufacturing has never been stronger. This year, we will reveal the first vehicle from our breakthrough Universal Electric Vehicle platform and stand up Ford Energy, a high-potential battery energy storage systems business. We will leverage the momentum of Ford Pro to scale vehicle, software, and services that enhance our customers’ productivity. And we will introduce the Ford brand to enthusiastic new audiences around the globe as Ford Racing makes its return to Formula 1.
I have always believed that trust is our most valuable asset. The loyalty of our employees, customers, and you, our shareholders, is the cornerstone of our success. We remain dedicated to earning that trust each and every day.
Thank you for your support and your commitment to our Company’s future.
William Clay Ford, Jr.
Chair of the Board
Ford enters 2026 as a sharper and more resilient company. Our drive to innovate and our commitment to American manufacturing has never been stronger.”
William Clay Ford, Jr. Chair of the Board
| 2026 Proxy Statement | I |
This year’s virtual annual meeting will begin at 8:30 a.m., Eastern Daylight Saving Time. If you plan to participate in the virtual meeting, please see the instructions on page 89 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 participate online by logging in atwww.virtualshareholdermeeting.com/FORD2026.
ITEMS OF BUSINESS
The election of the 15 director nominees named in the Proxy Statement.
The ratification of the selection of PricewaterhouseCoopers LLP as Ford’s independent registered public accounting firm for 2026.
A non-binding shareholder advisory vote to approve the compensation of the Named Executives.
Consideration of the three shareholder proposals set forth in the Proxy Statement.
If you were a shareholder at the close of business on March 16, 2026, 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. If you are a “shareholder of record” (that is, you hold your shares of common stock in your own name), you may vote your shares by submitting a proxy via the internet, mail, or telephone by following the instructions on your proxy card. If you are a “beneficial owner” or a “street name” holder (that is, you hold your shares of common stock through a broker, bank, or other nominee), you will receive instructions on how to vote as part of the proxy materials you receive from the bank, broker, or other nominee. We urge all shareholders to promptly vote according to the instructions provided even if you plan to attend the virtual annual meeting online.
Please see Other Items and the Questions and Answers section beginning on page 85 for important information about the proxy materials, voting, the virtual annual meeting, Company documents, communications, and the deadline to submit shareholder proposals for the 2027 Annual Meeting of Shareholders.
Sarah E. Fortt
Corporate Secretary and Chief Compliance Officer
WHEN
Thursday, May 14, 2026 8:30 a.m., EDT
VIRTUAL MEETING
www.virtualshareholdermeeting.com/FORD2026
RECORD DATE
March 16, 2026
IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING TO BE HELD ON MAY 14, 2026: Our 2026 Proxy Statement and 2025 Annual Report to shareholders are available at www.shareholder.ford.com. Ford uses the Securities and Exchange Commission rule permitting companies to furnish proxy materials to their shareholders on the Internet. In accordance with this rule, on or about March 27, 2026, a Notice of Internet Availability of Proxy Materials (the “Notice”) will be provided to shareholders, which includes instructions on how to access our 2026 Proxy Statement and 2025 Annual Report online, and how to vote online for the 2026 Annual Meeting of Shareholders. If you received the Notice and would like to receive a printed copy of our proxy materials, please follow the instructions for requesting such materials included in the Notice.
| 2026 Proxy Statement | II |
| Proxy Summary | 1 |
|---|---|
| Corporate Governance | 7 |
| Corporate Governance Principles | 7 |
| Our Governance Practices | 7 |
| Leadership Structure | 8 |
| Board Meetings, Composition, and Committees | 8 |
| Board’s Role in Risk Management | 13 |
| Independence of Directors and Relevant Facts and Circumstances | 16 |
| Codes of Ethics and Insider Trading Policy | 18 |
| Communications with the Board and Annual Meeting Attendance | 18 |
| Beneficial Stock Ownership | 19 |
| Delinquent Section 16(a) Reports | 21 |
| Certain Relationships and Related Person Transactions | 21 |
| Stakeholder Engagement | 24 |
| Government Affairs Activities | 24 |
| Environmental, Social, and Governance | 25 |
| Proposal 1. Election of Directors | 26 |
| Director Skills and Diversity Matrix | 27 |
| Director Nominees | 28 |
| Director Compensation in 2025 | 36 |
| Proposal 2. Ratification of Independent Registered Public Accounting Firm | 37 |
| Audit Committee Report | 38 |
| Proposal 3. Approval of the Compensation of the Named Executives | 39 |
| CD&A GLOSSARY | 40 |
| COMPENSATION DISCUSSION AND ANALYSIS (CD&A) | 41 |
| COMPENSATION COMMITTEE REPORT | 59 |
|---|---|
| COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION | 59 |
| COMPENSATION OF NAMED EXECUTIVES | 60 |
| Summary Compensation Table | 60 |
| Grants of Plan-Based Awards in 2025 | 63 |
| Outstanding Equity Awards at 2025 Fiscal Year-End | 64 |
| Option Exercises and Stock Vested in 2025 | 65 |
| Pension Benefits in 2025 | 66 |
| Nonqualified Deferred Compensation in 2025 | 68 |
| Potential Payments Upon Termination or Change-in-Control | 69 |
| Equity Compensation Plan Information | 72 |
| Pay Ratio | 72 |
| Pay Versus Performance | 74 |
| Shareholder Proposals | 78 |
| Proposal 4. Shareholder Proposal | 78 |
| Proposal 5. Shareholder Proposal | 81 |
| Proposal 6. Shareholder Proposal | 83 |
| Other Items | 85 |
| Questions and Answers About the Proxy Materials | 86 |
| Instructions for the Virtual Annual Meeting | 89 |
| Appendix I. Cautionary Note on Forward-Looking Statements | I-1 |
| Appendix II. Non-GAAP Financial Measures | II-1 |
| 2026 Proxy Statement | 1 |
The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.