Current Report Filing (8-k)
February 22 2018 - 10:02AM
Edgar (US Regulatory)
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 21, 2018
(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.
Item 8.01. Other Events.
On February 21, 2018, the Company issued a press release announcing that Sankar S. (Raj) Nair had separated from the Company, a copy of which is attached as Exhibit 99.1 hereto and incorporated by reference. On February 21, 2018, the Company entered a Separation and Waiver Agreement with Mr. Nair regarding the terms of his separation from the Company (the “Separation Agreement”).
Pursuant to the Separation Agreement, Mr. Nair is entitled to retirement benefits under the Company’s Select Retirement Plan (“SRP”) and he will continue to receive healthcare benefits. Mr. Nair will not receive an award under the Company’s Annual Incentive Compensation Plan for the 2017 and 2018 performance periods and the following equity-based awards granted to Mr. Nair will be canceled: outstanding unvested time-based restricted stock units, performance-based restricted stock units that are still in their performance periods, any final award for the 2015-2017 performance-based restricted stock unit grant, and unexercised stock options. In return for receiving retirement benefits under the SRP and the other benefits described above, Mr. Nair agrees to a standard waiver of claims against the Company, to cooperate with any future Company investigations and litigation of which he can provide assistance, and a two year non-compete agreement.
In addition, the Company issued a press release on February 22, 2018 announcing several executive appointments, including that John T. Lawler, presently Vice President Controller and Chief Financial Officer, Global Markets, is appointed Vice President, Strategy effective March 1, 2018. Cathy O’Callaghan, currently Chief Financial Officer, South America is appointed Vice President and Controller effective June 1, 2018. Mr. Lawler will retain the duties of Controller until June 1, 2018. The Company's press release is attached to this Report as Exhibit 99.2 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
EXHIBITS*
|
| | |
Designation | Description | Method of Filing |
| | |
| News Release dated February 21, 2018 | Filed with this Report |
| | |
| News Release dated February 22, 2018 | 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: February 22, 2018 | 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. |
NEWS
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.
www.facebook.com/ford
www.medium.com/@ford
www.twitter.com/ford
www.instagram.com/ford
Raj Nair, Ford’s President of North America, Exits Company
DEARBORN, Mich., Feb. 21, 2018 – Ford Motor Company today announced that Raj
Nair, executive vice president and president, North America, is departing from Ford
effective immediately.
The decision follows a recent internal investigation into reports of inappropriate
behavior. The review determined certain behavior by Nair was inconsistent with the
company’s code of conduct.
“We made this decision after a thorough review and careful consideration,” said Ford
President and CEO Jim Hackett. “Ford is deeply committed to providing and nurturing a
safe and respectful culture and we expect our leaders to fully uphold these values.”
Said Nair: “I sincerely regret that there have been instances where I have not exhibited
leadership behaviors consistent with the principles that the Company and I have always
espoused. I continue to have the utmost faith in the people of Ford Motor Company and
wish them continued success in the future.”
Nair has been president of Ford North America since June 1, 2017. Prior to that, he
served as Ford’s head of global product development and chief technical officer.
Nair’s replacement will be subject to an announcement in the near future.
# # #
About Ford Motor Company
Ford Motor Company 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, autonomous vehicles and mobility solutions. Ford employs
approximately 202,000 people worldwide. For more information regarding Ford, its products and Ford
Motor Credit Company, please visit www.corporate.ford.com
Contact(s): Media: Equity Investment Fixed Income Shareholder
Brad Carroll
Community:
Lynn Tyson
Investment Community:
Karen Rocoff
Inquiries:
1.800.555.5259 or
313.390.5565 914.485.1150 313.621.0965 313.845.8540
bcarro37@ford.com fordir@ford.com fixedinc@ford.com stockinf@ford.com
NEWS
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.
www.facebook.com/ford
www.medium.com/@ford
www.twitter.com/ford
www.instagram.com/ford
Ford Appoints Senior Leaders; Galhotra to Lead North America,
Falotico to Head Lincoln, Marketing; McClelland to lead Ford Credit
• Kumar Galhotra named group vice president and president, Ford North America
• Joy Falotico named group vice president, Lincoln and Chief Marketing Officer
• David McClelland named vice president of Ford and CEO of Ford Motor Credit Company
• Stuart Rowley named vice president and chief operating officer, Ford North America
• John Lawler named vice president, Strategy, Ford Motor Company
• Cathy O’Callaghan named vice president and corporate controller, and CFO, Global
Markets
DEARBORN, Mich., Feb. 22, 2018 – Ford Motor Company today announced key changes to its
senior management team as it continues to strengthen its automotive business, improve the
company’s operational fitness, and accelerate a strategic shift to capitalize on emerging
opportunities.
In announcing the leadership changes, Ford President and CEO Jim Hackett said Ford is “very
fortunate to have an experienced and committed executive team in place driving every day to
significantly strengthen our business while building toward our vision of becoming the world’s
most trusted mobility company, designing smart vehicles for a smart world.”
Kumar Galhotra, 52, is appointed group vice president and president, Ford North America,
effective March 1. Galhotra will be responsible for leading all aspects of Ford’s North American
business. He will report to Jim Farley, Ford executive vice president and president, Global
Markets.
Galhotra, a 29-year veteran of the company, has served in a variety of senior-level engineering
and product strategy positions around the world. In addition, since 2014, he has led Lincoln
Motor Company, revitalizing the luxury brand’s model lineup and developing a world-class
customer experience. He also has been serving as the company’s chief marketing officer since
last year.
“Kumar is an incredibly talented executive with a special feel for product and brand. He is also a
seasoned leader who knows how to drive a business transformation,” Farley said. “Kumar is the
right person to lead our North American business to new levels of operational fitness, product
and brand excellence, and profitability.”
Reporting to Galhotra will be Stuart Rowley, 50, who is named vice president and chief
operating officer, Ford North America, effective March 1. Rowley, who was previously vice
president, Strategy, Ford Motor Company, will be responsible for driving the redesign of the
North American business to improve its overall fitness.
Joy Falotico, 50, is named group vice president, Lincoln Motor Company and chief marketing
officer, succeeding Galhotra. Her appointment is effective March 1.
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.
2
In this role, Falotico reports to Farley and is responsible for leading the continued evolution of
Lincoln as a world-class luxury brand. She oversees all Lincoln operations globally, including
product development; marketing, sales and service; and all team members supporting the
brand. She will also lead the company’s Marketing function and efforts to connect more closely
with customers by identifying new opportunities to serve them. Falotico will remain chairman of
the Ford Motor Credit Company board of directors.
Since October 2016, Falotico has been group vice president and chairman and CEO, Ford
Motor Credit Company, a leading global automotive financial services company with $151 billion
in receivables and Ford’s second-largest profit contributor. In 29 years at Ford Credit, she has
served in a number of executive positions around the world, including leading Marketing and
Sales, working side-by-side with Ford to support sales and dealer success, and strengthening
consumer and dealer service.
“Joy has been a driving force behind not only Ford Credit’s consistently strong financial
performance but also its business model innovation and transition to a digital customer
platform,” Farley said. “She brings marketing experience and a deep customer focus as Ford
enters a very busy new product launch period to drive growth in revenue and profitability.”
Succeeding Falotico is David McClelland, who is named vice president of Ford Motor Company
and CEO, Ford Credit. A 25-year veteran of Ford Credit, McClelland, 48, has served in a variety
of leadership positions, including most recently as executive vice president, Marketing and Asia
Pacific. McClelland has been instrumental in Ford Credit’s growth in China, as well as Ford
Credit’s move into new fintech and mobility initiatives, such the Canvas vehicle subscription
service and online financing. His appointment is effective March 1 and he will report to Bob
Shanks, executive vice president and chief financial officer.
John Lawler is appointed vice president, Strategy, succeeding Rowley. Lawler, 51, who joined
Ford in 1990, brings a deep background in finance and general management into the strategy
role, including his current position as Ford’s corporate controller. Lawler also previously served
as chairman and CEO, Ford China. He will report to Shanks in the new role effective March 1.
Lawler will support Hackett in advancing the global initiatives underway to dramatically improve
Ford’s operational fitness. He also will help lead the company’s execution of strategic choices
that define where Ford allocates capital in the future to win and grow.
Cathy O’Callaghan, 49, is named vice president and corporate controller, and CFO, Global
Markets, succeeding Lawler. O’Callaghan, who joined Ford in 1990, brings a wealth of finance
experience having held several senior level positions globally. She is currently chief financial
officer, Ford South America. O’Callaghan will report to Shanks in her role as corporate controller
and Farley in her role as CFO, Global Markets. Her appointment is effective June 1 and her
replacement will be the subject of a future announcement.
# # #
About Ford Motor Company
Ford Motor Company 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, autonomous vehicles and mobility solutions. Ford employs
approximately 202,000 people worldwide. For more information regarding Ford, its products and Ford
Motor Credit Company, please visit www.corporate.ford.com.
For news releases, related materials and high-resolution photos and video, visit www.media.ford.com.
3
Contact(s): Media: Equity Investment Fixed Income Shareholder
Brad Carroll
Community:
Lynn Tyson
Investment Community:
Karen Rocoff
Inquiries:
1.800.555.5259 or
313.390.5565 914.485.1150 313.621.0965 313.845.8540
bcarro37@ford.com LTyson4@ford.com krocoff@ford.com stockinf@ford.com
This regulatory filing also includes additional resources:
a02212018newsrelease.pdf
a02222018newsrelease.pdf
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