Ford Motor Company [NYSE: F] today filed with the U.S. Securities and Exchange Commission its preliminary proxy statement for the 2013 Annual Meeting of Shareholders.
The proxy announces details about the company’s Annual Meeting, which is scheduled for 8:30 a.m. EDT Thursday, May 9 at the Hotel du Pont, 11th and Market Streets, Wilmington, Del.
Included in the proxy are six company and two shareholder proposals requiring the votes of shareholders. In addition, details of compensation for the Named Executive Officers are outlined.
“We believe our 2012 performance clearly shows our management team performed exceedingly well in a difficult environment,” the company said in its proxy statement.
Ford continued on its road to sustained profitability in 2012 by delivering results. The company reported:
- Earning $8 billion in pre-tax operating profit and $5.7 billion in net income;
- Posting Automotive operating-related cash flow of $3.4 billion;
- Increasing its liquidity by $2.1 billion over 2011 and ending the year with a strong liquidity position of $34.5 billion; and
- Record setting pre-tax profit and operating margin in North America, ending the year with $8.3 billion in profit and a 10.4 percent operating margin.
Ford also delivered on its growth strategy in 2012, as it:
- Launched 25 new or redesigned vehicles and 31 powertrains globally;
- Achieved record revenue, wholesales and market share in Asia Pacific and China; and
- Continued its largest and fastest manufacturing expansion in more than 50 years, adding capacity to support aggressive growth plans in North America and Asia Pacific.
Additionally, Ford’s credit rating was returned to investment grade by the second of three major credit agencies in May, allowing for the return of the company’s pledged assets, including the Blue Oval. The Ford Motor Company Board of Directors also reinstated a dividend in 2012 and doubled the dividend during the first quarter of 2013, providing a direct financial return to investors.
Because of Ford’s performance during 2012, the Compensation Committee of the Ford Board of Directors approved payments for salaried employees under the company’s Annual Incentive Compensation Plan (AICP). The proxy provides specific details of total 2012 compensation for six Named Executive Officers. (Note: The SEC requires companies to list chief financial officers among the five Named Executive Officers in proxy statements. Ford listed six NEOs in its 2013 proxy as Lewis Booth retired and Bob Shanks became chief financial officer, both effective April 1, 2012.)
The amounts shown in the proxy statement for stock and option awards represent the grant date value of the awards under applicable accounting rules – not actual compensation received by each Named Executive Officer.
Total 2012 compensation for Ford’s five current Named Executive Officers and its retired chief financial officer is:
- Alan Mulally, president and CEO, earned $2,000,000 in salary and $3,950,000 in cash bonus in 2012. His total listed compensation in 2012 – including the grant date value of long-term stock options and other performance-based equity awards – was $20,995,806.
- Bill Ford, executive chairman, earned $2,000,000 in salary and $1,125,000 in cash bonus in 2012. Bill Ford’s total listed compensation – including the grant date value of long-term stock options and other performance-based equity awards – was $14,836,013.
- Mark Fields, Ford chief operating officer, earned $1,385,833 in salary and $2,340,000 in cash bonus in 2012. His total listed compensation – including the grant date value of long-term stock options and other performance-based equity awards – was $8,854,065.
- Bob Shanks, Ford executive vice president and chief financial officer, earned $700,000 in salary and $790,000 in cash bonus in 2012. His total listed compensation – including the grant date value of long-term stock options and other performance-based equity – was $5,181,848.
- Jim Farley, Ford executive vice president, Global Marketing, Sales and Service and Lincoln, earned $707,500 in salary and $655,000 in cash bonus in 2012. His total listed compensation – including the grant date value of long-term stock options and other performance-based equity awards – was $4,597,017.
- Lewis Booth, retired Ford executive vice president and chief financial officer, earned $312,500 in salary and $234,375 in cash bonus in 2012. His total listed compensation – including the grant date value of long-term stock options and other performance-based equity – was $3,103,087.
