FORD MOTOR COMPANY | Equal-vote per share at Ford Motor Company

Status
Filed
AGM date
Previous AGM date
Proposal number
5
Resolution details
Company ticker
F
Lead filer
Individual
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 company’s 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.
Whereas clause
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 disproportionate to their money at risk.
The super voting power of the Ford family is all the more outrageous since all Ford family shares vote and nearly
1 Billion non Ford family shares do not vote. And the Ford family seems happy that many Ford shareholders do
not vote.
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.
And even with the miniaturization of the voting power of the non Ford family shares 6 Ford directors each
received more than 500 million against votes in 2023:
William Clay Ford, Jr.
William Kennard
John May
Lynn Vojvodich Radakovich
John Thornton
John Weinberg
William Kennard (797 million against votes) chaired the nomination committee.
Lynn Vojvodich Radakovich (524 million against votes) chaired the executive pay committee.
John Thornton (591 million against votes) was lead director. And according to Automotive News:
“Survey: Ford least, Toyota most trusted brand: Nearly half of dealers queried by dealership sell-side firm Kerrigan
Advisors indicate they have no trust in Ford Motor Co., making it the least trustworthy brand, while nearly threequarters of those same dealers find Toyota the most trustworthy.”
In spite of such consistent 2011 to 2023 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.
The Council of Institutional Investors has pressed dual-class IPO companies to include reasonable time-based
“sunset” provisions in their charters. The Council said that 7 or fewer years post-IPO is a sensible sunset.
The Council of Institutional Investors campaign for time-based sunsets is gaining ground. In the first half of 2021,
51% of newly public U.S. dual-class companies incorporated time-based sunsets.
Supporting statement
Filed by John Chevedden

How other organisations have declared their voting intentions

Organisation name Declared voting intentions Rationale
LocalTapiola Asset Management Ltd For A vote FOR this proposal is warranted, as it would provide shareholders of the company with equal voting rights
on all voting items.

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