PRELIMINARY 2010 FORD PROXY DETAILS ANNUAL MEETING, SHAREHOLDER PROPOSALS, EXECUTIVE
DEARBORN, Mich., March 22, 2010 – Ford Motor Company [NYSE: F] today filed with the U.S. Securities and Exchange Commission a preliminary notice regarding its 2010 Annual Meeting of Shareholders.
Ford is filing a preliminary proxy statement because the company is seeking shareholder approval for a previously announced Tax Benefits Preservation Plan that the board adopted in September 2009 to protect the company’s tax assets.
The preliminary proxy statement also announces details about the company’s Annual Meeting, which is scheduled for 8:30 a.m. Eastern time, Thursday, May 13, 2010, at the Hotel du Pont, 11th and Market Streets, Wilmington, Del.
Included in the preliminary proxy statement are details of compensation for five Named Executives and compensation changes that Ford has made to decrease costs and conserve cash in response to the difficult global economic climate.
Among the compensation changes:
- Annual merit increases were not paid in 2009 to salaried employees, including executives. In addition, the company suspended matching contributions to employee 401(k) plans and the tuition assistance program
- Annual Incentive Compensation Program bonuses were not paid for the 2008 and 2009 performance periods for global salaried employees
- Executive Chairman Bill Ford and President and CEO Alan Mulally voluntarily accepted 30 percent salary reductions for 2009 and 2010
The preliminary proxy statement also recaps Ford’s recent financial performance as reported in its Annual Report on Form 10-K for the year ended Dec. 31, 2009. As reported, the company returned to profit in 2009, earning $2.7 billion in net income. Ford returned to positive Automotive operating-related cash flow in the second half of the year, contributing to a $19.2 billion improvement in Automotive operating-related cash flow in 2009 compared to 2008. Strong products drove full-year market share gains in North America, South America and Europe, as well as continued improvements in transaction prices and margins. In 2009, Ford stock appreciated 336 percent – the fourth best among the S&P 500.
“Given the challenging economic environment, we believe this performance to be outstanding, and we are gratified that stakeholders have shown renewed confidence in our future,” the company said in the preliminary proxy statement.
The preliminary proxy statement provides details of total 2009 compensation for five Named Executives. According to updated SEC disclosure rules, the amounts shown in the proxy statement for stock and option awards represent the grant date value of these awards under applicable accounting rules. The ultimate value of the stock awards will depend upon the performance of the company and the stock over time
Total 2009 compensation for the five Named Executives is as follows:
- Alan Mulally earned $1.4 million in salary and did not receive a cash bonus. His total cash compensation declined 30 percent from the prior year. Mulally’s total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $17.9 million
- Bill Ford continues to voluntarily forego compensation – salary, bonus and stock awards – until the Board’s Compensation Committee determines Ford’s global Automotive operations have achieved full-year profitability, including special items. Compensation he would have received beginning in 2008 and future years will be earned and paid once this determination is made. His total listed compensation for 2009 – including the grant date value of long-term stock options and other stock-based awards – was $16.8 million. He qualifies as a Named Executive in Ford’s 2010 proxy because of SEC rules relating to valuing stock awards
- Mark Fields, executive vice president and president – The Americas, earned $1.3 million in salary and no cash bonus. His total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $3.98 million
- Lewis Booth, executive vice president and chief financial officer, earned $1.2 million in salary and no cash bonus. His total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $3.8 million
- John Fleming, Ford executive vice president, Global Manufacturing & Labor Affairs and Chairman of Ford Europe, earned $750,000 in salary and no cash bonus. His total listed compensation – including the grant date value of long-term stock options and other stock-based awards – was $3.8 million
Ford Motor Company, a global automotive industry leader based in Dearborn, Mich., manufactures or distributes automobiles across six continents. With about 198,000 employees and about 90 plants worldwide, the company’s automotive brands include Ford, Lincoln, Mercury and Volvo. The company provides financial services through Ford Motor Credit Company. For more information regarding Ford’s products, please visit www.ford.com.