Registration Statement No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
FORD MOTOR COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 38-0549190 |
| (State or other jurisdiction of incorporation or organization) | (IRS Employer Identification No.) |
| One American Road, Dearborn, Michigan | 48126-1899 |
| (Address of Principal Executive Offices) | (Zip Code) |
FORD MOTOR COMPANY 2023 LONG-TERM INCENTIVE PLAN
(Full Title of Plan)
The Corporation Trust Company
Corporation Trust Center
1209 Orange Street
Wilmington, DE 19801
(800) 677-3394
(Name, address and telephone number, including area code, of agent for service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act.
| Large accelerated filer [ X ] | Accelerated filer [ ] |
Non-accelerated filer [ ] | Smaller reporting company [ ] |
| Emerging growth company [ ] |
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 7(a)(2)(B) of the Securities Act. ☐
Exhibit Index begins on page 3.
EXPLANATORY NOTE
REGISTRATION OF ADDITIONAL SHARES
This Registration Statement on Form S-8 (this “Registration Statement”) is filed by Ford Motor Company (“Ford” or the “Company”) to register an additional 75,000,000 shares of common stock, par value $0.01 per share, of the Company (the “Shares”) for issuance under the Ford Motor Company 2023 Long-Term Incentive Plan (the “2023 Plan”).
Pursuant to the Registration Statement on Form S-8 (No. 333-271592) filed with the Securities and Exchange Commission (the “Commission”) on May 3, 2023 (the “Prior Registration Statement”), the Company previously registered an aggregate of 110,000,000 shares for issuance under the 2023 Plan. The Company is filing this Registration Statement to register 75,000,000 additional Shares reserved for issuance under the 2023 Plan. Pursuant to General Instruction E of Form S-8, this Registration Statement hereby incorporates by reference the contents of the Prior Registration Statement, except to the extent supplemented, amended or superseded by the information set forth herein.
The documents containing the information specified in Part I of Form S-8 will be sent or given to the persons participating in the 2023 Plan, as specified by Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”). In accordance with the instructions to Part I of Form S-8, such documents will not be filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute the prospectus as required by Section 10(a) of the Securities Act.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
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Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
| (A) | to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended; |
| (B) | to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; |
| (C) | to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement. |
provided, however, that paragraphs (a)(1)(A) and (a)(1)(B) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the Securities Act of 1933, as amended, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering hereof.
(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, as amended, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934, as amended) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act of 1933, as amended, may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Dearborn, State of Michigan, on this 24th day of April, 2024.
| FORD MOTOR COMPANY | ||
| By: | James D. Farley, Jr.* | |
| (James D. Farley, Jr.) | ||
| Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the date indicated.
| Signature | Title | Date | ||
| William Clay Ford, Jr.* | Director, Chair of the Board, | April 24, 2024 | ||
| (William Clay Ford, Jr.) | Executive Chair, Chair of the | |||
| Office of the Chair and Chief | ||||
| Executive Committee, and Chair of | ||||
| the Finance Committee | ||||
| James D. Farley, Jr.* | Director, President and | April 24, 2024 | ||
| (James D. Farley, Jr.) | Chief Executive Officer | |||
| (principal executive officer) | ||||
| Kimberly A. Casiano* | Director | April 24, 2024 | ||
| (Kimberly A. Casiano) | ||||
| Alexandra Ford English* | Director | April 24, 2024 | ||
| (Alexandra Ford English) | ||||
| Henry Ford III* | Director | April 24, 2024 | ||
| (Henry Ford III) | ||||
| William W. Helman IV* | Director and Chair of the | April 24, 2024 | ||
| (William W. Helman IV) | Sustainability, Innovation and Policy | |||
| Committee | ||||
| Jon M. Huntsman, Jr.* | Director | April 24, 2024 | ||
| (Jon M. Huntsman, Jr.) | ||||
| William E. Kennard* | Director and Chair of the Nominating | April 24, 2024 | ||
| (William E. Kennard) | and Governance Committee | |||
| John C. May II* | Director | April 24, 2024 | ||
| (John C. May II) |
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| Beth E. Mooney* | Director | April 24, 2024 | ||
| (Beth E. Mooney) | ||||
| Lynn Vojvodich Radakovich* | Director and Chair of the | April 24, 2024 | ||
| (Lynn Vojvodich Radakovich) | Compensation, Talent and Culture | |||
| Committee | ||||
| John L. Thornton* | Director | April 24, 2024 | ||
| (John L. Thornton) | ||||
| John B. Veihmeyer* | Director and Chair of the Audit | April 24, 2024 | ||
| (John B. Veihmeyer) | Committee | |||
| John S. Weinberg* | Director | April 24, 2024 | ||
| (John S. Weinberg) | ||||
| Mark Kosman* | Chief Accounting Officer | April 24, 2024 | ||
| (Mark Kosman) | (principal accounting officer) | |||
| John T. Lawler* | Chief Financial Officer | April 24, 2024 | ||
| (John T. Lawler) | (principal financial officer) |
| *By: /s/ Jonathan E. Osgood | |
| (Jonathan E. Osgood, Attorney-in-Fact) |
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