Item 5.07. Submission of Matters to a Vote of Security Holders.
On
Proposal One: Election of Directors.
Nominee For Against Abstain Broker Non-Votes Kimberly A. Casiano 4,349,881,740 182,668,862 21,526,700 1,043,242,135 Alexandra Ford English 4,305,078,250 230,581,236 18,417,816 1,043,242,135 James D. Farley, Jr. 4,442,687,274 95,458,561 15,931,467 1,043,242,135 Henry Ford III 4,226,916,750 310,653,622 16,506,930 1,043,242,135 William Clay Ford, Jr. 3,876,696,589 656,990,053 20,390,660 1,043,242,135 William W. Helman IV 4,358,199,958 173,630,567 22,246,777 1,043,242,135 Jon M. Huntsman, Jr. 4,323,184,005 211,253,181 19,640,116 1,043,242,135 William E. Kennard 3,729,262,570 797,449,792 27,364,940 1,043,242,135 John C. May 4,020,834,509 511,319,360 21,923,433 1,043,242,135 Beth E. Mooney 4,369,141,593 163,941,985 20,993,724 1,043,242,135 Lynn Vojvodich Radakovich 4,007,067,237 524,980,150 22,029,915 1,043,242,135 John L. Thornton 3,939,641,452 591,719,679 22,716,171 1,043,242,135 John B. Veihmeyer 4,364,186,751 167,246,261 22,644,290 1,043,242,135 John S. Weinberg 4,012,931,686 518,695,132 22,450,484 1,043,242,135
Proposal Two: Ratification of the Selection of the Independent Registered Public
Accounting Firm. A proposal to ratify the selection of
For Against Abstain Broker Non-Votes 5,472,795,083 107,030,334 17,494,020 0
Proposal Three: Relating to an Advisory Vote by Shareholders to Approve the Compensation of the Named Executives. A proposal relating to a shareholder non-binding advisory vote to approve the compensation of the Named Executives ("say on pay") was approved with the votes shown:
For Against Abstain Broker Non-Votes 4,307,046,185 222,402,465 24,628,652 1,043,242,135
Proposal Four: Relating to the Frequency of the Shareholder Advisory Vote to Approve the Compensation of the Named Executives. A proposal relating to the frequency of the shareholder advisory say on pay vote to approve the compensation of the Named Executives received a majority of the votes cast in favor of a shareholder advisory vote every 1 YEAR with the votes shown:
1 YEAR 2 YEARS 3 YEARS Abstain Broker Non-Votes 4,467,125,683 14,551,507 57,664,106 14,736,006 1,043,242,135
Consistent with these results and with the recommendation of the Company's Board of Directors, the Company will hold future say on pay votes on an annual basis until the occurrence of the next advisory vote on the frequency of say on pay votes, which is required to occur no later than the Company's 2029 Annual Meeting of Shareholders.
Proposal Five: Relating to Approval of the Company's 2023 Long-Term Incentive Plan. A proposal relating to the approval of the Company's 2023 Long-Term Incentive Plan was approved with the votes shown:
For Against Abstain Broker Non-Votes 3,034,075,706 1,490,291,947 29,709,649 1,043,242,135
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Proposal Six: Relating to Consideration of a Recapitalization Plan to Provide that All of the Company's Outstanding Stock Have One Vote Per Share. A proposal relating to consideration of a recapitalization plan to provide that all of the Company's outstanding stock have one vote per share was rejected with the votes shown:
For Against Abstain Broker Non-Votes 1,634,597,305 2,892,739,734 26,740,263 1,043,242,135
Proposal Seven: Relating to Disclosure of the Company's Reliance on Child Labor
Outside of
For Against Abstain Broker Non-Votes 286,573,270 4,122,096,892 145,407,140 1,043,242,135
Proposal Eight: Relating to Reporting on the Company's Animal Testing Practices. A proposal relating to reporting on the Company's animal testing practices was rejected with the votes shown:
For Against Abstain Broker Non-Votes 219,942,137 4,298,881,892 35,253,273 1,043,242,135
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