Amendment No. 1 to 8-K dated February 6, 2020 to reflect adjustments to compensation approved on February 12, 2020. true0000037996 0000037996 2020-02-06 2020-02-06 0000037996 f:FPRCMember 2020-02-06 2020-02-06 0000037996 f:FPRBMember 2020-02-06 2020-02-06



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549

FORM 8-K/A
(Amendment No. 1)

CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report: February 6, 2020
(Date of earliest event reported)

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

Delaware
(State or other jurisdiction of incorporation)

1-3950
 
38-0549190
(Commission File Number)
 
(IRS Employer Identification No.)
 
 
 
 
One American Road
 
 
Dearborn,
Michigan
 
48126
(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
 
 F
 
New York Stock Exchange
6.200% Notes due June 1, 2059
 
FPRB
 
New York Stock Exchange
6.000% Notes due December 1, 2059
 
FPRC
 
New 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

In a Form 8-K filing dated February 6, 2020, we announced that James D. Farley, Jr., was elected Chief Operating Officer of Ford Motor Company (“Ford”) effective March 1, 2020, and that Mr. Farley’s compensation arrangements would be the subject of an amended Form 8-K filing. On February 12, 2020, the Compensation Committee of Ford’s Board of Directors approved the following compensation arrangements for Mr. Farley, effective March 1, 2020: (i) an increase in his annual base salary from $1.1 million to $1.4 million; (ii) an increase in his Annual Incentive Compensation Plan bonus target from $1.375 million to $1.89 million; and (iii) an increase in the value of his annual stock grant from $3.82 million to $5.0 million.




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: February 18, 2020
By:
/s/ Jerome F. Zaremba
 
 
Jerome F. Zaremba
 
 
Assistant Secretary