Current Report Filing (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: May 19, 2017

(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))

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.

On May 22, 2017, the Company issued a news release announcing several officer elections effective immediately, including the election of James P. Hackett as President and Chief Executive Officer; James D. Farley, Jr., as Executive Vice President and President, Global Markets; Joseph R. Hinrichs as Executive Vice President and President Global Operations; Marcy Klevorn as Executive Vice President and President, Mobility; Mark Truby as Vice President, Communications; and Paul Ballew, as Vice President and Chief Data and Analytics Officer. James P. Hackett was elected to the Board of Directors effective May 19. Mark Fields has elected to retire from the Company effective August 1, 2017, and has resigned from the Board of Directors, effective immediately. The Company also took the following compensation actions:

The Compensation Committee approved the following compensation actions for Mr. Hackett:


•	Annualized base salary increase from $716,000 to $1,800,000


•	Annual Incentive Compensation Plan 2017 target increase from 100% of base salary to 200% of base salary


•	Performance-based Restricted Stock Unit grant valued at $5,250,000 with the same terms as the executive officer Performance-based Restricted Stock Unit grants made in March 2017


•	Time-based Restricted Stock Unit grant valued at $1,750,000 that generally will vest 33% on May 22, 2018, 33% on May 22, 2019, and 34% on May 22, 2020


•	An accession bonus of $1 million

The Compensation Committee approved the following compensation actions for Mr. Hinrichs:


•	Time-base Restricted Stock Unit grant valued at $5,000,000

In addition to the compensation and benefits that Mr. Fields would be entitled to as a retirement eligible participant under the Company’s compensation and benefit plans, Mr. Fields and the Company entered a Separation Agreement under which the Compensation Committee approved the following compensation arrangements:


•	Eligible for Annual Incentive Compensation Plan bonus pro-rated for the period of January 1 to August 1


•	Retention of 2017 Long-Term Incentive Plan grants of Time-based Restricted Stock Units and Performance-based Restricted Stock Units with a three-year performance period


•	Reasonable use of the Company aircraft until August 1, 2017


•	Participation in Ford’s 2017 Select Retirement Program

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 May 22, 2017	Filed with this Report

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: May 24, 2017	By:	/s/ Jonathan E. Osgood
		Jonathan E. Osgood
		Secretary



*		Any reference in the attached exhibit(s) to Ford's 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.

EXHIBIT INDEX



Designation	Description

Exhibit 99	News release dated May 22, 2017

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For news releases, related materials, and high-resolution photos and video, visit www.media.ford.com or www.flickr.com/fordapa Follow at www.facebook.com/ford, www.twitter.com/ford or www.youtube.com/fordasiapacific 2 Added Hackett: “I am so excited to work with Bill Ford and the entire team to create an even more dynamic and vibrant Ford that improves people’s lives around the world, and creates value for all of our stakeholders. I have developed a deep appreciation for Ford’s people, values and heritage during the past four years as part of the company and look forward to working together with everyone tied to Ford during this transformative period.” Hackett, together with Bill Ford, will focus on three priorities:  Sharpening operational execution across the global business to further enhance quality, go-to-market strategy; product launch, while decisively addressing underperforming parts of the business  Modernizing Ford’s business, using new tools and techniques to unleash innovation, speed decision making and improve efficiency. This includes increasingly leveraging big data, artificial intelligence, advanced robotics, 3D printing and more  Transforming the company to meet future challenges, ensuring the company has the right culture, talent, strategic processes and nimbleness to succeed as society’s needs and consumer behavior change over time Bill Ford and Ford’s Board of Directors thanked Fields for his significant contributions to the company. “Mark Fields has been an outstanding leader and deserves a lot of credit for all he has accomplished in his many roles around the globe at Ford," Bill Ford said. “His strong leadership was critical to our North American restructuring, our turnaround at the end of the last decade, and our record profits in the past two years." Also today, Ford announced a new structure for its operations and named three new leaders reporting to Hackett: Jim Farley, 54, is appointed executive vice president and president, Global Markets. In this role, Farley will oversee Ford’s business units, The Americas; Europe, Middle East & Africa and Asia Pacific. In addition, Farley will oversee Lincoln Motor Company and global Marketing Sales & Service. Farley has served as executive vice president and president, Ford of Europe, Middle East and Africa since January 2015. Farley will also oversee the strategy and business model development for electrified vehicles and autonomous vehicles. Joe Hinrichs, 50, is appointed executive vice president and president, Global Operations. In this role, Hinrichs will oversee Ford’s global Product Development; Manufacturing and Labor Affairs; Quality; Purchasing; and Sustainability, Environmental and Safety Engineering; Hinrichs has been serving as Ford executive vice president and president, The Americas, since December 2012. Marcy Klevorn, 57, is appointed executive vice president and president, Mobility. In this role, Klevorn will oversee Ford Smart Mobility LLC, which was formed last year to accelerate the company’s plans to design, build, grow and invest in emerging mobility services, as well as Information Technology and Global Data, Insight and Analytics. Klevorn has served as group vice president, Information Technology and Chief Information Officer since January 2017. All three appointments are effective June 1. New leaders to succeed Hinrichs, Farley and Klevorn will be the subject of a future announcement.

For news releases, related materials, and high-resolution photos and video, visit www.media.ford.com or www.flickr.com/fordapa Follow at www.facebook.com/ford, www.twitter.com/ford or www.youtube.com/fordasiapacific 3 “We are fortunate to have three dynamic and talented leaders in Jim Farley, Joe Hinrichs and Marcy Klevorn taking on greater responsibility,” Bill Ford said. “Each has a track record of driving innovation, cost efficiency and delivering results around the world. They will work closely with Jim Hackett to lead Ford’s day-to-day operations, build our brand and capitalize on emerging opportunities.” In addition, Ford appointed Mark Truby, 47, vice president, Communications, effective immediately, reporting to Bill Ford. He was elected a company officer. Truby has previously led Ford’s Communications teams in Asia Pacific and Europe, Middle East & Africa. Truby succeeds Ray Day, who plans to retire from the company next year and will provide consulting services until then. Ford also elected Paul Ballew, 52, as Global Chief Data and Analytics Officer, reporting to Klevorn. Ballew has been leading Ford’s global data and analytics teams since December 2014, including development of new capabilities supporting connectivity and smart mobility. # # # About Ford Motor Company Ford Motor Company is a global automotive and mobility company based in Dearborn, Michigan. With about 202,000 employees and 62 plants worldwide, the company’s core business includes designing, manufacturing, marketing, financing and servicing a full line of Ford cars, trucks, SUVs and electrified vehicles, as well as Lincoln luxury vehicles. At the same time, Ford is aggressively pursuing emerging opportunities through Ford Smart Mobility, the company’s plan to be a leader in connectivity, mobility, autonomous vehicles, the customer experience, and data and analytics. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford, its products worldwide or Ford Motor Credit Company, visit www.corporate.ford.com. Contacts: Media: Mike Moran 1.313.322.1602 mmoran@ford.com Susan Krusel 1.313.322.7998 skrusel@ford.com Equity Investment Community: Dawn Dombroski 1.313.845.2868 fordir@ford.com Fixed Income Investment Community: Karen Rocoff 1.313.621.0965 fixedinc@ford.com Shareholder Inquiries: 1.800.555.5259 or 1.313.845.8540 stockinf@ford.com Shareholder Inquiries: 1.800.555.5259 or 1.313.845.8540 stockinf@ford.com

This regulatory filing also includes additional resources:
fordleadershipchangereleasef.pdf

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