S-8

Registration Statement No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

FORD MOTOR COMPANY

(Exact name of registrant as specified in its charter)

Delaware	38-0549190
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)
One American Road, Dearborn, Michigan	48126-1899
(Address of Principal Executive Offices)	(Zip Code)

FORD MOTOR COMPANY 2018 LONG-TERM INCENTIVE PLAN

(Full Title of Plan)

The Corporation Trust Company

Corporation Trust Center

1209 Orange Street

Wilmington, DE 19801

(800) 677-3394

(Name, address and telephone number, including area code, of agent for service)

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer x	Accelerated filer ¨
Non-accelerated filer ¨	Smaller reporting company ¨
	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 7(a)(2)(B) of the Securities Act. ¨

Exhibit Index begins on page 4.

FORD MOTOR COMPANY 2018 LONG-TERM INCENTIVE PLAN

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

Ford Motor Company ("Ford" or the "Company") hereby incorporates into this Registration Statement the following documents filed by the Company with the Securities and Exchange Commission:

(a) The Company's Annual Report on Form 10-K for the year ended December 31, 2021 dated February 3, 2022 (the “2021 Annual Report on Form 10-K”).

(b) The Company’s Quarterly Reports on Form 10-Q dated April 27, 2022 and July 27, 2022.

(c) The Company's Current Reports on Form 8-K filed January 5, 2022, February 2, 2022, March 2, 2022, April 4, 2022, May 4, 2022, May 17, 2022, June 2, 2022, June 23, 2022, July 5, 2022, and July 14, 2022, in each case solely to the extent filed and not furnished.

(d) The description of the Company’s Common Stock contained in the Registration Statement on Form S-3 filed on February 14, 2020, pursuant to Section 12(b) of the Exchange Act, as amended, as updated by the description of the Company’s Common Stock contained in Exhibit 4-B to the Company’s 2021 Annual Report on Form 10-K, including any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended, prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in the Registration Statement and to be a part hereof from the date of filing such documents.

Item 5. Interests of Named Experts and Counsel.

The Company's Secretary and Assistant General Counsel, Jonathan E. Osgood, has passed on the validity of the shares of Ford Common Stock to be issued under the plan identified above. Mr. Osgood beneficially owns shares of Ford Common Stock.

Item 6. Indemnification of Directors and Officers.

Section 145 of the General Corporation Law of the State of Delaware (the "Delaware Law") empowers a Delaware corporation to indemnify any persons who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person was an officer or director of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided that such officer or director acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the corporation's best interests, and, for criminal proceedings, had no reasonable cause to believe his or her conduct was illegal. A Delaware corporation may indemnify officers and directors against expenses (including attorneys' fees) in connection with the defense or settlement of an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him or her against the expenses which such officer or director actually and reasonably incurred.

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In accordance with the Delaware Law, the Restated Certificate of Incorporation of Ford contains a provision to limit the personal liability of the directors of Ford for violations of their fiduciary duty. This provision eliminates each director’s liability to Ford or its stockholders for monetary damages except (i) for any breach of the director’s duty of loyalty to Ford or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the Delaware Law providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions, or (iv) for any transaction from which a director derived an improper personal benefit. The effect of this provision is to eliminate the personal liability of directors for monetary damages for actions involving a breach of their fiduciary duty of care, including any such actions involving gross negligence.

Pursuant to most of Ford’s employee and director benefit plans, including, without limitation, its Deferred Compensation Plan, Annual Incentive Compensation Plan, Savings and Stock Investment Plan for Salaried Employees, Tax-Efficient Savings Plan for Hourly Employees, long-term incentive plans, director stock plan, and stock option plans, the Company indemnifies directors, officers and employees of Ford against all loss, cost, liability or expense resulting from any claim, action, suit or proceeding in which such persons are involved by reason of any action taken or failure to act under such plans except as provided in the immediately preceding paragraph.

Ford is insured for liabilities it may incur pursuant to its Restated Certificate of Incorporation relating to the indemnification of its directors, officers and employees. In addition, directors, officers and certain employees are insured against certain losses which may arise out of their employment, and which are not recoverable under the indemnification provisions of Ford’s Restated Certificate of Incorporation.

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Item 8. Exhibits.

 

Exhibit Number	Exhibit Description
Exhibit 4.1	Restated Certificate of Incorporation dated August 2, 2000.  Incorporated by reference to Exhibit 3-A to the Company's Annual Report on Form 10-K for the year ended December 31, 2000.
Exhibit 4.2	Certificate of Designations of Series A Junior Participating Preferred Stock filed on September 11, 2009.  Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed September 11, 2009.
Exhibit 4.3	By-laws.  Incorporated by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed July 9, 2021.
Exhibit 4.4	Tax Benefit Preservation Plan (“TBPP”) dated September 11, 2009 between Ford Motor Company and Computershare Trust Company, N.A.  Incorporated by reference to Exhibit 4.1 to the Company’s Current Report on Form 8-K filed September 11, 2009.
Exhibit 4.5	Amendment No. 1 to TBPP dated September 11, 2012.  Incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed September 12, 2012.
Exhibit 4.6	Amendment No. 2 to TBPP dated September 9, 2015. Incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed September 11, 2015.
Exhibit 4.7	Amendment No. 3 to TBPP dated September 13, 2018.  Incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed September 14, 2018.
Exhibit 4.8	Amendment No. 4 to TBPP dated September 9, 2021. Incorporated by reference to Exhibit 4 to the Company’s Current Report on Form 8-K filed September 10, 2021.
Exhibit 4.9	Ford Motor Company 2018 Long-Term Incentive Plan, effective as of May 1, 2018.  Incorporated by reference to Exhibit 4.1 to Registration Statement No. 333-226348.
Exhibit 5.1	Opinion of Jonathan E. Osgood, Secretary and Assistant General Counsel of Ford Motor Company, with respect to the legality of the securities being registered hereunder.  Filed with this Registration Statement.
Exhibit 23.1	Consent of Independent Registered Public Accounting Firm.  Filed with this Registration Statement.
Exhibit 23.2	Consent of Jonathan E. Osgood, Secretary and Assistant General Counsel of Ford Motor Company (included in Exhibit 5.1)
Exhibit 24.1	Powers of Attorney authorizing signature.  Filed with this Registration Statement.
Exhibit 24.2	Certified resolutions of Board of Directors authorizing signature pursuant to a power of attorney.  Filed with this Registration Statement.
Exhibit 107	Filing Fee Table.  Filed with this Registration Statement.

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Item 9. Undertakings.

(a) The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

The Registrant. Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 27th day of July, 2022.

	FORD MOTOR COMPANY
By:	James D. Farley, Jr.*
	(James D. Farley, Jr.)
	Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.

 

Signature	Title	Date
William Clay Ford, Jr.*	Director, Chair of the Board, Executive Chair, Chair of the Office of the Chair and Chief Executive Committee, and Chair of the Finance Committee	July 27, 2022
(William Clay Ford, Jr.)
James D. Farley, Jr.*	Director, President and Chief Executive Officer (principal executive officer)	July 27, 2022
(James D. Farley, Jr.)
Kimberly A. Casiano*	Director	July 27, 2022
(Kimberly A. Casiano)
Alexandra Ford English*	Director	July 27, 2022
(Alexandra Ford English)
Henry Ford III*	Director	July 27, 2022
(Henry Ford III)
William W. Helman IV*	Director and Chair of the Sustainability, Innovation and Policy Committee	July 27, 2022
(William W. Helman IV)
Jon M. Huntsman, Jr.*	Director	July 27, 2022
(Jon M. Huntsman, Jr.)
William E. Kennard*	Director and Chair of the Nominating and Governance Committee	July 27, 2022
(William E. Kennard)
John C. May II*	Director	July 27, 2022
(John C. May II)

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Beth E. Mooney*	Director	July 27, 2022
(Beth E. Mooney)
Lynn Vojvodich Radakovich*	Director and Chair of the Compensation, Talent and Culture Committee	July 27, 2022
(Lynn Vojvodich Radakovich)
John L. Thornton*	Director	July 27, 2022
(John L. Thornton)
John B. Veihmeyer*	Director and Chair of the Audit Committee	July 27, 2022
(John B. Veihmeyer)
John S. Weinberg*	Director	July 27, 2022
(John S. Weinberg)
Catherine A. O’Callaghan*	Controller (principal accounting officer)	July 27, 2022
(Catherine A. O’Callaghan)
John T. Lawler*	Chief Financial Officer (principal financial officer)	July 27, 2022
(John T. Lawler)

*By:	/s/Jonathan E. Osgood
(Jonathan E. Osgood, Attorney-in-Fact)

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EX-5.1

Exhibit 5.1

 

July 27, 2022

Ford Motor Company

One American Road

Dearborn, Michigan 48126

Re: Registration of Securities

To Whom It May Concern:

This will refer to the Registration Statement on Form S-8 (the "Registration Statement") that is being filed by Ford Motor Company (the "Company") with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Act of 1933, as amended (the "Securities Act"), with respect to 46,000,000 shares of Common Stock, par value $.01 per share, of the Company ("Common Stock"), relating to the Ford Motor Company 2018 Long-Term Incentive Plan (the "Plan").

As Assistant General Counsel and Secretary of the Company, I am familiar with the Restated Certificate of Incorporation and the By-Laws of the Company and with its affairs, including the actions taken by the Company in connection with the Plan. I also have examined such other documents and instruments and have made such further investigation as I have deemed necessary or appropriate in connection with this opinion.

Based upon the foregoing, it is my opinion that:

(1) The Company is duly incorporated and validly existing as a corporation under the laws of the State of Delaware.

(2) All necessary corporate proceedings have been taken to authorize the issuance of the shares of Common Stock being registered under the Registration Statement, and all such shares of Common Stock, when issued and delivered pursuant to the Company's Restated Certificate of Incorporation and the Plan, and when the Registration Statement shall have become effective, will be legally issued and will be fully paid and non-assessable.

I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. In giving this consent, I do not admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the Rules and Regulations of the Commission issued thereunder.

Very truly yours,

/s/ Jonathan E. Osgood

Jonathan E. Osgood,

Assistant General Counsel and Secretary

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Ford Motor Company of our report dated February 3, 2022 relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Ford Motor Company’s Annual Report on Form 10-K for the year ended December 31, 2021.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Detroit, Michigan

July 27, 2022

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EX-24.1

Exhibit 24.1

POWER OF ATTORNEY WITH RESPECT TO

REGISTRATION STATEMENTS AND LISTING APPLICATIONS

COVERING COMMON STOCK, DEBT SECURITIES,

GUARANTEES AND OTHER SECURITIES

ISSUED BY FORD MOTOR COMPANY

The undersigned, a director, officer, or employee of FORD MOTOR COMPANY (the "Company"), appoints each of J. E. Osgood, C. M. MacGillivray, V. Pool, D. J. Cropsey, and D. J. Witten his or her true and lawful attorney and agent to do any and all acts and things and execute any and all instruments which the attorney and agent may deem necessary or advisable in order to enable the Company to (i) register the above-captioned securities for issuance and sale under, and otherwise to comply with, the United States Securities Act of 1933, as amended, or any other applicable law, and any requirements of the United States Securities and Exchange Commission or any other applicable governmental or regulatory agency or authority in respect thereof, including, but not limited to, power and authority to sign his or her name (whether on behalf of the Company or otherwise) to one or more Registration Statements, any amendments thereto and any of the exhibits, financial statements, schedules or prospectuses filed therewith, and to file them with such Commission, agency or authority, and (ii) list the above-captioned securities with any stock exchange, including, but not limited to, power and authority to sign his or her name (whether on behalf of the Company or otherwise) to one or more listing applications, any amendments thereto and any of the exhibits, financial statements or schedules filed therewith, and to file them with any such stock exchange, in each case, all as authorized at a meeting of the Board of Directors of the Company held on March 10, 2022. The undersigned ratifies and confirms all that any of the attorneys and agents shall do or cause to be done by virtue hereof. Any one of the attorneys and agents shall have, and may exercise, all the powers conferred by this instrument.

Each of the undersigned has signed his or her name as of April 20, 2022.

/s/ William Clay Ford, Jr.	/s/ James D. Farley, Jr.
(William Clay Ford, Jr.)	(James D. Farley, Jr.)
/s/ Kimberly A. Casiano	/s/ Alexandra Ford English
(Kimberly A. Casiano)	(Alexandra Ford English)
/s/ Henry Ford III	/s/ William W. Helman IV
(Henry Ford III)	(William W. Helman IV)

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/s/ Jon M. Huntsman, Jr.	/s/ William E. Kennard
(Jon M. Huntsman, Jr.)	(William E. Kennard)
/s/ John C. May II	/s/ Beth E. Mooney
(John C. May II)	(Beth E. Mooney)
/s/ Lynn Vojvodich Radakovich	/s/ John L. Thornton
(Lynn Vojvodich Radakovich)	(John L. Thornton)
/s/ John B. Veihmeyer	/s/ John S. Weinberg
(John B. Veihmeyer)	(John S. Weinberg)
/s/ Catherine O’Callaghan
(Catherine O’Callaghan)
/s/ John T. Lawler
(John T. Lawler)

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EX-24.2

Exhibit 24.2

FORD MOTOR COMPANY

CERTIFICATE OF AN ASSISTANT SECRETARY

The undersigned, Victoria Pool, an Assistant Secretary of Ford Motor Company, a Delaware corporation (the “Company”), DOES HEREBY CERTIFY THAT the resolutions attached hereto are true and correct copies of the resolutions excerpted from the minutes of proceedings of the Board of Directors of the Company; such resolutions were duly adopted by the Board of Directors of the Company at a meeting held on March 10, 2022, and such resolutions are in full force and effect on the date hereof.

WITNESS my hand and the seal of the Company this 27th day of July, 2022. 

/s/ Victoria Pool

 Victoria Pool

 Assistant Secretary

[SEAL]

RESOLUTIONS RELATING TO EMPLOYEE PLANS

RESOLVED, That, in order to comply with the United States Securities Act of 1933, as amended, or with the applicable laws of any other jurisdiction, the directors and appropriate officers of the Company be and hereby are authorized to sign and execute on their own behalf, or in the name and on behalf of the Company, or both, as the case may be, any and all Registration Statements and amendments to Registration Statements relating to the Ford Motor Company Deferred Compensation Plan, the Ford Motor Company Benefit Equalization Plan, the Ford Motor Company Savings and Stock Investment Plan for Salaried Employees, the Ford Motor Company Tax-Efficient Savings Plan for Hourly Employees, the 2014 Stock Plan For Non-Employee Directors of Ford Motor Company, the Ford Motor Company 2018 Long-Term Incentive Plan, and such other employee or director plans as may be adopted by the Company or any of its subsidiaries (collectively, the "Equity Plans"), including the Prospectuses and the exhibits and other documents relating thereto or required by law or regulation in connection therewith, all in such form as such directors and officers may deem necessary, appropriate, or desirable, as conclusively evidenced by their execution thereof; and that the appropriate officers of the Company, and each of them, be and hereby are authorized to cause such Registration Statements and amendments, so executed, to be filed with the United States Securities and Exchange Commission (the "Commission") or with any other applicable governmental or regulatory agency or authority ("Other Commission").

RESOLVED, That each officer and director who may be required to sign and execute any of the aforesaid Registration Statements or amendments or any document in connection therewith (whether on behalf of the Company, or as an officer or director of the Company, or otherwise) be and hereby is authorized to execute a power of attorney appointing J. E. Osgood, C. M. MacGillivray, V. Pool, D. J. Cropsey, and D. J. Witten, each of them, severally, his or her true and lawful attorney or attorneys to sign in his or her name, place, and stead in any such capacity any and all such Registration Statements and amendments, further amendments thereto, and documents in connection therewith, and to file the same with the Commission or Other Commission, each of said attorneys to have power to act with or without the other, and to have full power and authority to do and perform, in the name and on behalf of each of said officers and directors who shall have executed such a power of attorney, every act whatsoever necessary or advisable to be done in connection therewith as fully and to all intents and purposes as such officer or director might or could do in person.

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RESOLVED, That shares of the Company's Common Stock, par value $0.01 per share ("Common Stock"), and obligations of the Company be and hereby are authorized to be issued and sold from time to time to satisfy Common Stock requirements and obligations under the Equity Plans, and when any shares of Common Stock are issued and paid for in accordance with the Equity Plans they will be fully paid and non-assessable.

RESOLVED, That the Company may deliver shares of Common Stock from its treasury to satisfy Common Stock requirements of the Equity Plans.

RESOLVED, That the appropriate officers of the Company, and each of them, be and hereby are authorized and empowered, in the name and on behalf of the Company, to take any action (including, without limitation, the payment of expenses and the purchase and sale of securities to support the Company's obligations under the Equity Plans) and to execute (by manual, facsimile, PDF, or other form of electronic signature) and deliver any and all agreements, certificates, instruments, and documents (under the corporate seal of the Company or otherwise) as such officer or officers may deem necessary, appropriate, or desirable in order to carry out the purposes and intents of each and all of the foregoing resolutions.

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EX-FILING FEES

Exhibit 107

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Ford Motor Company

(Exact Name of Registrant as Specified in its Charter)

Table 1: Newly Registered Securities

Security Type	Security Class Title	Fee Calculation Rule	Amount Registered(2)	Proposed Maximum Offering Price Per Share(3)		Maximum Aggregate Offering Price(4)		Fee Rate	Amount of Registration Fee(5)
Equity	Common Stock, $.01 par value	Other(1)	46,000,000	$	12.795	$	588,570,000	$92.70 per $1,000,000	$	54,560.44
Total Offering Amounts									$	54,560.44
Total Fee Offsets(6)									$	0.00
Net Fee Due									$	54,560.44

⁽¹⁾ Rules 457(c) and (h).

⁽²⁾ The number of shares being registered includes shares of Common Stock of the Company to be issued to participants pursuant to the Ford Motor Company 2018 Long-Term Incentive Plan, including but not limited to stock awards, stock options, performance-based restricted stock units, stock appreciation rights, and other stock-based awards.

⁽³⁾ Based on the market price of Common Stock of the Company on July 25, 2022, in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended.

⁽⁴⁾ This amount is the assumed aggregate offering price of 46,000,000 shares of Common Stock being registered, based on the average of the high and low prices of the Company’s Common Stock as reported on the New York Stock Exchange on July 25, 2022, in accordance with Rules 457(c) and (h) under the Securities Act of 1933, as amended.

⁽⁵⁾ The amount is based on the proposed maximum aggregate offering price of $12.795 per share. See note (4).

⁽⁶⁾ The Registrant does not have any fee offsets.