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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: March 26, 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.

On March 26, 2020, Ford Motor Company (“Ford” or the “Company”) issued an employee communication detailing certain compensation actions the Company has implemented that affect the compensation of certain executives, including Named Executive Officers.

Effective May 1, 2020, a percentage of each such Officer’s base salary will be deferred for at least five months. The accumulated deferred salary amounts will be paid after the Company has repaid at least $7 billion of its Automotive debt.  The base salary deferrals will be 100% of salary for the Executive Chairman, and 50% of salary for each of the President and Chief Executive Officer, the Chief Operating Officer, and the Chief Financial Officer.

In addition, the Compensation Committee of Ford’s Board of Directors (the “Committee”) has approved that during the period that William Clay Ford, Jr., will defer 100% of his cash salary, he will continue to accrue credited and contributory service under the applicable non-qualified plans such that he will receive the same benefit amounts as if he had been paid a salary under the Ford General Retirement Plan during such period.

Item 7.01. Regulation FD Disclosure.

Ford Motor Company’s employee communication dated March 26, 2020 is furnished as Exhibit 99 to this Report and incorporated by reference herein. 

Item 9.01. Financial Statements and Exhibits.

EXHIBITS*

Designation
Description
Method of Filing
 
 
 
Employee communication dated March 26, 2020
Furnished with this Report
 
 
 
Exhibit 104
Cover Page Interactive Data File
**
 
(formatted in Inline XBRL)
 

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: March 26, 2020
By:
/s/ Jerome F. Zaremba
 
 
Jerome F. Zaremba
 
 
Assistant Secretary



*
 
Any reference in the attached exhibit(s) to our corporate website(s) and/or other social media sites or platforms, and the contents thereof, is provided for convenience only; such websites or platforms and the contents thereof are not incorporated by reference into this Report nor deemed filed with the Securities and Exchange Commission.
**
 
Submitted electronically with this Report in accordance with the provisions of Regulation S-T.




To: All Ford Employees From: Jim Hackett Date: Thursday, March 26 – 8:30 a.m. Dearborn time Subject: Business Update ------------------------------------------------------------------------------------------------------------------- Team, We’re all watching the coronavirus outbreak continue to evolve, threatening the health of people around the world and causing havoc in the global economy. Even as China, including Ford’s business there, starts to return to normal, the crisis is worsening in most places. The character of people and organizations is revealed in difficult times. I’m extremely proud of how Ford is keeping our people safe, doing our part to limit the spread of the virus, taking care of customers, and managing through the crisis in ways that safeguard our workforce, our business and our partners. We have taken significant actions to reduce costs and to fortify our balance sheet and cash position in this unprecedented situation. These include suspending the dividend paid to shareholders and accessing our credit lines for more than $15 billion in additional cash. Candidly, though, we need to do much more given the sharp drop-off in demand for new vehicles and the shutdown of our plants worldwide. That’s why I’m writing today. You will receive details about specific actions from your business unit or functional leaders over the next few days, but I want us to have a shared understanding of the principles that are guiding the cost-reduction decisions that affect our people. First, sacrifice starts at the top. That is why the top 300 Ford senior executives will defer 20 to 50 percent of their salaries for at least five months starting May 1. Bill Ford has decided to defer his entire salary for this period. Second, our goal is to manage through the crisis without eliminating Ford jobs. Our people are dealing with enough challenges without being out of work, too. Plus, on the other side of the crisis, we will need our talented team to quickly ramp up to our full potential. Having said that, if the effects of the coronavirus on the global economy and Ford go on for longer -- or are more severe -- than we currently anticipate, we may have to take tougher actions. But not today. Third, the actions we’re taking now are expected to be short-term. Again, some actions will vary by business unit and function. Globally, we are deferring merit-based salary increases, suspending overtime for salaried team members, and freezing all hiring for noncritical skill positions.

 
Most importantly, we will continue to protect the health and well-being of our people. Work schedules and compensation may be temporarily reduced for people whose jobs can’t be done effectively away from Ford facilities. Others might be offered chances to take voluntary sabbaticals. In these and other cases, we will continue to provide health insurance and, for people who are exposed to the coronavirus, paid time off to cover a 14-day quarantine. The actions we’re taking now are wide-ranging and substantial. We hope they will be enough to give Ford the financial flexibility to ride out the economic and business effects of the coronavirus – so we can emerge as a stronger company. More than ever, I thank you for your resilience and commitment to each other and all Ford stakeholders during this extraordinary period. Jim