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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: 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)
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1-3950
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38-0549190
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(Commission File Number)
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(IRS Employer Identification No.)
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One American Road
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Dearborn,
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Michigan
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48126
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(Address of principal executive offices)
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(Zip Code)
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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:
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Title of each class
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Trading
Symbol(s)
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Name of each exchange
on which registered
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Common Stock, par value $.01 per share
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F
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New York Stock Exchange
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6.200% Notes due June 1, 2059
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FPRB
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New York Stock Exchange
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6.000% Notes due December 1, 2059
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FPRC
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New York Stock Exchange
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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.
Effective March 1, 2020, James D. Farley, Jr., currently President, New Businesses, Technology and Strategy of Ford Motor Company (“Ford”), is elected Chief Operating Officer of Ford. Mr. Farley’s compensation arrangements will be the subject of an amended 8-K filing.
Joseph R. Hinrichs, President, Automotive, has elected to retire from Ford effective March 1, 2020. In addition to the regular compensation and benefits to which he is entitled, Mr. Hinrichs will also receive the following: (i) payments equal to two years of his annual salary as of February 1, 2020, paid in equal monthly installments beginning in March 2020, provided the monthly payments will cease upon Mr. Hinrichs obtaining other employment, and (ii) benefits under the Company’s Select Retirement Plan, which in general adds three years of age and contributory service for purposes of calculating retirement benefits.
The Company’s news release announcing the election and retirement is attached to this Report as Exhibit 99 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
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Designation
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Description
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Method of Filing
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News Release dated February 7, 2020
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Filed with this Report
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Exhibit 104
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Cover Page Interactive Data File
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**
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(formatted in Inline XBRL)
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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.
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FORD MOTOR COMPANY
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(Registrant)
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Date: February 7, 2020
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By:
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/s/ Jerome F. Zaremba
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Jerome F. Zaremba
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Assistant Secretary
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*
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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.
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**
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Submitted electronically with this Report in accordance with the provisions of Regulation S-T.
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