FORD MOTOR COMPANY | Give Each Share an Equal Vote at FORD MOTOR COMPANY

Status
Filed
Previous AGM date
Resolution details
Company ticker
F
Lead filer
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • Shareholder rights
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that our Board take steps to ensure that all of our companys outstanding stock has an equal one-vote per share in each voting situation. This would encompass all practicable steps including encouragement and negotiation with current and future shareholders, who have more than one vote per share, to request that they relinquish, for the common good of all shareholders, any preexisting rights, if necessary.
Supporting statement
This proposal is not intended to unnecessarily limit our Board?s judgment in crafting the requested change in accordance with applicable laws and existing contracts. Corporate governance advocates have suggested a 7-year transition to equal voting rights for each share. Ford Family shares have 36-votes per share compared to the tiny one-vote per share for regular shareholders. This dual-class voting stock reduces management accountability by giving insiders the power to retain corporate control wildly disproportionate to their money at risk. This proposal topic has received more than 51% of the independent vote of the non-family Ford stock in each year since 2011. It is important to vote for this proposal to help block the Ford family from finding additional creative ways to further reduce their money at risk at Ford while maintaining the same control over the management of Ford. In spite of such consistent 2011 to 2024 support from regular Ford shareholders for this proposal topic ? Ford management has done absolutely nothing to address this serious issue ? not even one small step. Now could be a good time for this transition since Ford stock was at $18 in 2014 and at only $13 in late 2025 despite a robust stock market. Nonetheless some analysis believe Ford stock is overvalued. Plus reports of Ford management failures and a challenging marketplace emerged in 2025: Ford faced significant scrutiny for issuing over 120 safety recalls as of October 2025, a record number for any automaker in a single year in U.S. history. These recalls affected millions of vehicles globally and involved serious issues like fuel pump failures, steering problems, and camera display malfunctions, often requiring in-person dealership visits for repairs. The high volume of recalls points to ongoing quality control issues within Ford. A fire at a crucial aluminum supplier (Novelis) in Oswego, New York, significantly impacted Ford's production, especially for its highly profitable F-150 trucks. This incident is projected to result in a production loss of 100,000 units in the fourth quarter and an estimated $1 billion impact on earnings. Ford's electric vehicle (EV) division reported a year-to-date loss of $3.6 billion, driven by lower pricing and increased investment in next-generation EVs. Ford faces industry-wide challenges from EV overcapacity and intense global competition, particularly from Chinese manufacturers. Ford revised its full-year 2025 adjusted free cash flow guidance downward (to between $2 and $3 billion), largely due to the Novellas fire and tariffs. A $1 billion tariff impact is expected for 2025. Additionally, Ford CEO Jim Farley admitted to overpricing certain trucks and SUVs which led to slow sales and belated price reductions on models like the 2025 F-150.

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