8-K

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: August 4, 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 August 4, 2020, Ford Motor Company (the “Company”) issued a news release announcing the election of James D. Farley, Jr., as President and Chief Executive Officer of the Company effective October 1, 2020. In addition, Mr. Farley was elected to the Company’s Board of Directors effective October 1, 2020.

James P. Hackett will retire from the Company effective March 31, 2021, and has resigned from the Board of Directors, effective October 1, 2020. Mr. Hackett will serve as Advisor to the Company and report to the Executive Chairman from October 1 until his retirement on March 31, 2021.

The Company also took the following compensation actions:

The Compensation Committee approved the following compensation actions regarding Mr. Farley:

• Annualized base salary increase from $1,400,000 to $1,700,000

• Annual Incentive Compensation Plan 2020 target increases pro-rated for the time Mr. Farley served during 2020 as President, New Businesses, Technology and Strategy; Chief Operating Officer; and President and Chief Executive Officer

• Stock Option grant valued at $4,000,000 with the following terms:

◦ Grant date of August 5, 2020

◦ Options will expire 10 years from the grant date

◦ Exercise price will be the fair market value of Ford stock on the grant date

◦ Options will vest ratably over three years and the options will not be exercisable until the price of Ford stock closes at $9.24 or higher for twenty consecutive trading days at any time during the life of the options

Mr. Hackett’s compensation will remain as is currently in place with the exception that he will not have access to private aircraft for personal travel effective October 1, 2020. In addition, the Committee will consider an equity grant for Mr. Hackett in March 2021 based on his performance and contributions as Advisor to the Company during the January-March 2021 period.

The Company's news release announcing the elections is attached to this Report as Exhibit 99 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

EXHIBITS*

Designation	Description	Method of Filing
Exhibit 99	News Release dated August 4, 2020	Filed 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: August 4, 2020	By:	/s/ Jonathan E. Osgood
		Jonathan E. Osgood
		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.

EX-99

NEWS www.twitter.com/ford www.facebook.com/ford www.instagram.com/ford www.medium.com/@ford Ford Announces Jim Hackett to Retire as President and CEO; Jim Farley to Succeed Hackett as Company Continues Transformation • Jim Hackett, who has led Ford Motor Company’s transformation since 2017 as president and CEO, has elected to retire from the company • Jim Farley, currently chief operating officer, becomes president and CEO of Ford effective Oct. 1. He was also elected to the Ford board of directors. He will work closely with Jim Hackett on the transition over the next two months • Seamless CEO transition underscores strength of Ford’s leadership team, succession planning, and company progress over the past three years, Executive Chairman Bill Ford says DEARBORN, Mich., Aug. 4, 2020 – Ford Motor Company today announced that Jim Hackett, who has led the company’s transformation since 2017, plans to retire from the company. Jim Farley has been named the company’s new president and CEO and will join the board of directors, effective Oct. 1. Hackett, 65, and Farley, 58, will work together on a smooth leadership transition over the next two months. Under Hackett, Ford moved aggressively into the new era of smart vehicles and drove a deeper focus on customers’ wants and needs. At the same time, Ford improved the fitness of the base business – restructuring operations, invigorating the product portfolio and reducing bureaucracy. “I am very grateful to Jim Hackett for all he has done to modernize Ford and prepare us to compete and win in the future,” said Bill Ford, Ford’s executive chairman. “Our new product vision – led by the Mustang Mach-E, New F-150 and Bronco family – is taking shape. We now have compelling plans for electric and autonomous vehicles, as well as full vehicle connectivity. And we are becoming much more nimble, which was apparent when we quickly mobilized to make life-saving equipment at the outset of the pandemic.” Farley, an automotive leader with deep global experience and a successful track record, collaborated with Hackett over the past three years to develop and execute Ford’s Creating Tomorrow Together plan to transform Ford into a higher-growth, higher-margin business. “Jim Farley matches an innate feel for cars and customers with great instincts for the future and the new technologies that are changing our industry,” Bill Ford said. “Jim’s passion for great vehicles and his intense drive for results are well known, and I have also seen him develop into a transformational leader with the determination and foresight to help Ford thrive into the future.” For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.

Farley joined Ford in 2007 as global head of Marketing and Sales and went on to lead Lincoln, Ford South America, Ford of Europe and all Ford global markets in successive roles. In April 2019, Farley was chosen to lead Ford’s New Businesses, Technology & Strategy team, helping the company determine how to capitalize on powerful forces reshaping the industry – such as software platforms, connectivity, AI, automation and new forms of propulsion. He was named chief operating officer in February of this year. Hackett, who will continue as a special advisor to Ford through March of 2021, said the time is right to pass the mantle of leadership to Jim Farley. “My goal when I took on the CEO role was to prepare Ford to win in the future,” Hackett said. “The hardest thing for a proud, long-lived company to do is change to meet the challenges of the world it’s entering rather than the world it has known. I’m very proud of how far we have come in creating a modern Ford and I am very optimistic about the future. “I have worked side-by-side with Jim Farley for the past three years and have the greatest confidence in him as a person and a leader,” Hackett said. “He has been instrumental in crafting our new product portfolio and redesigning our businesses around the world. He is also a change agent with a deep understanding of how to lead Ford in this new era defined by smart vehicles in a smart world.” Said Farley: “I love Ford and I am honored by the opportunity to serve and create value for Ford’s employees, customers, dealers, communities and all of our stakeholders. Jim Hackett has laid the foundation for a really vibrant future and we have made tremendous progress in the past three years. I am so excited to work together with the whole Ford team to realize the full potential of this great company in a new era.” # # # About Ford Motor Company Ford Motor Company (NYSE: F) is a global company based in Dearborn, Michigan. The company designs, manufactures, markets and services a full line of Ford cars, trucks, SUVs, electrified vehicles and Lincoln luxury vehicles, provides financial services through Ford Motor Credit Company and is pursuing leadership positions in electrification; mobility solutions, including self-driving services; and connected services. Ford employs approximately 188,000 people worldwide. For more information regarding Ford, its products and Ford Motor Credit Company, please visit corporate.ford.com. Contacts: Media: Equity Investment Fixed Income Shareholder Community: Investment Inquiries: Community: T.R. Reid Lynn Antipas Tyson Karen Rocoff 1.800.555.5259 or 1.313.319.6683 1.313.621.2902 1.313.621.0965 1.313.845.8540 treid22@ford.com ltyson4@ford.com krocoff@ford.com stockinf@ford.com 2 For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.

XML

Document	Aug. 04, 2020
Document Information [Line Items]
Amendment Flag	false
Document Type	8-K
Document Period End Date	Aug. 04, 2020
Entity Registrant Name	FORD MOTOR CO
Entity Incorporation, State or Country Code	DE
Entity File Number	1-3950
Entity Tax Identification Number	38-0549190
Entity Central Index Key	0000037996
Entity Address, Address Line One	One American Road
Entity Address, City or Town	Dearborn,
Entity Address, State or Province	MI
Entity Address, Postal Zip Code	48126
City Area Code	313
Local Phone Number	322-3000
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, par value $.01 per share
Trading Symbol	F
Security Exchange Name	NYSE
Entity Emerging Growth Company	false
FPRB [Member]
Document Information [Line Items]
Title of 12(b) Security	6.200% Notes due June 1, 2059
Trading Symbol	FPRB
Security Exchange Name	NYSE
FPRC [Member]
Document Information [Line Items]
Title of 12(b) Security	6.000% Notes due December 1, 2059
Trading Symbol	FPRC
Security Exchange Name	NYSE