UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-K

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

December 28, 2017  

(Date of Report; date of earliest event reported)

Commission file number:  1-3754

 

ALLY FINANCIAL INC.

(Exact name of registrant as specified in its charter)

 

Delaware   38-0572512

(State or other jurisdiction
of incorporation)
  (I.R.S. Employer
Identification No.)
 

Ally Detroit Center

500 Woodward Ave.

Floor 10, Detroit, Michigan

48226

 

 

 

(Address of principal executive offices)

(Zip Code)

 

 

(866) 710-4623

(Registrant’s telephone number, including area code)

 

 

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 (see General Instruction A.2. below):

 

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))

 

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 o

 

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. o

 

 

 

 

 

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

 

Ally Financial Inc.’s ( Ally ) named executive officers ( NEO s) are eligible to participate in the broad-based Ally Financial Inc. Severance Plan (the Plan ). Effective December 28, 2017 , the Plan was amended to provide that, in the event of a Qualified Termination of Employment (as defined in the Plan) or a Termination of Service without Cause (as defined in the Ally Financial Inc. Incentive Compensation Plan), in each case, within the 24-month period immediately following a Change in Control (as defined in the Ally Financial Inc. Incentive Compensation Plan), each NEO will receive (i) two times the sum of the NEO’s annual base salary and designated annual cash incentive compensation opportunity, (ii) the NEO’s prorated designated annual cash incentive compensation opportunity for the year of the NEO’s termination, and (iii) a payment equal to 24 months of medical premiums valued at the NEO’s COBRA rate. The Plan also was amended to provide that, in the event of a Qualified Termination of Employment that is not addressed in the preceding sentence, (A) the CEO will receive two times annual base salary and (B) each other NEO will receive one times annual base salary.

 

A copy of the amendment to the Plan is attached as Exhibit 10.1 and incorporated by reference.

 

Item 9.01 Financial Statements and Exhibits.

 

Exhibit No.   Description
10.1   Amendment No. 1 to the Ally Financial Inc. Severance Plan Document and Summary Plan Description

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

Dated: December 29, 2017

 

Ally Financial Inc.

Registrant

 

By: /s/ Jeffrey A. Belisle
  Jeffrey A. Belisle
  Corporate Secretary

 

 

INDEX TO EXHIBITS

 

Exhibit No.   Description
10.1   Amendment No. 1 to the Ally Financial Inc. Severance Plan Document and Summary Plan Description
     

 

 

 

EXHIBIT 10.1

 

amendment No. 1
to the
ALLY FINANCIAL INC. Severance plan document and summary plan description

 

The Ally Financial Inc. Severance Plan (the “Plan”), originally effective January 1, 2009 and as most recently amended on June 4, 2015, is hereby again amended effective December 28, 2017 as follows:

 

Section II(C) of the Plan is amended in its entirety to read as follows:

 

Band 2 Employees who participated in the LTECIP by virtue of an RSU award issued prior to January 1, 2012 or who were hired with eligibility for Ally Supplemental Benefits prior to January 1, 2012, and all Band 1 Employees with the exception of the Chief Executive Officer of Ally Financial Inc. (“CEO”) and the Purview Executives (designated as such from time to time by the Compensation, Nominating, and Governance Committee of the Company’s Board of Directors) will participate in this Plan at Benefit Level II described herein and be referred to as Level II Participants; provided, however, that persons who participate in the LTECIP solely as the result of receiving a Key Contributor Share Unit award (a “KCSU”) are not Level II Participants. KCSU recipients will participate in the Plan at Benefit Level I described herein and remain Level I Participants regardless of whether they received the KCSUs under the LTECIP or the Ally Financial Inc. 2014 Incentive Compensation Plan.

 

Section II of the Plan is amended by the addition of the following subsection (D):

 

The CEO and Purview Executives will participate in this Plan at Benefit Level III described herein and be referred to as Level III Participants.

 

Section IV(C) of the Plan is amended in its entirety to read as follows:

 

C. Level III Participants are eligible for the following Severance Pay:

 

1. In the event of a Qualified Termination of Employment or a Termination of Service without Cause (as defined in the Ally Financial Inc. Incentive Compensation Plan, a “Termination of Service” and “Cause”), in each case, within the 24-month period immediately following a Change in Control (as defined in the Ally Financial Inc. Incentive Compensation Plan, a “Change in Control”):

 

o Two times the sum of the Participant’s annual base salary and designated annual cash incentive compensation opportunity; and

 

 

 

o The Participant’s pro-rated designated annual cash incentive compensation opportunity for the year of the Participant’s termination; and

 

o A payment equal to 24 months of medical premiums valued at the Participant’s COBRA rate.

 

2. In the event of a Qualified Termination of Employment that is not addressed in Paragraph 1:

 

o For the CEO, two times annual base salary; and

 

o For Purview Executives, one times annual base salary.

 

Former Sections IV(C), (D), and (E) are re-designated as Sections IV(D), (E), and (F) respectively.

 

The first paragraph of Section VII is amended in its entirety to read as follows:

 

The Company has and retains the right to interpret, amend, revise, cancel or terminate the Plan at any time and without prior notice; provided, however , that (i) during the 24-month period immediately following a Change in Control, the Plan may not be amended, revised, cancelled, or terminated if the effect of such action would reduce the rights of any Participant who is a Level III Participant immediately prior to the Change in Control to receive the protections, benefits, and privileges provided to such Level III Participant under the Plan and (ii) no amendment, revision, cancellation, or termination of the Plan may reduce any Participant’s benefits to which he or she has become entitled due to a Qualified Termination of Employment or a Termination of Service without Cause that has already occurred or is about to occur. No representations by anyone may extend the Plan to provide severance packages or benefits not covered by the Plan.

 

IN WITNESS WHEREOF, Ally Financial Inc. has caused this amendment to be signed and attested by its duly authorized officers as of the 28 th  day of December, 2017 to be effective as executed herein.

 

   
   
  ALLY FINANCIAL INC.
   
   /s/ Gwen L. Gollmer
  Gwen L. Gollmer
  Executive  Director, Benefits

 

 

 

Attest:  
/s/ Heather Lysinger  
Heather Lysinger  
Sr. Benefits Analyst