Preliminary 2009 Ford Proxy Details Annual Meeting, Shareholder Proposals, Compensation Reductions
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DEARBORN, Mich., March 24, 2009: Ford Motor Company today filed with the U.S. Securities and Exchange Commission a preliminary notice regarding its 2009 Annual Meeting of Shareholders.
Ford is filing a preliminary proxy statement because of a company proposal seeking shareholder approval to issue common stock related to the company's recent agreement with the United Auto Workers and the Voluntary Employee Beneficiary Association (VEBA). Ford is requesting this approval to facilitate the previously announced option permitting the company to meet up to 50 percent of its cash obligations to the VEBA by contributing common stock.
The proxy also announces details about the company's Annual Meeting, which is scheduled for 8:30 a.m. Eastern time Thursday, May 14 at the Hotel du Pont, 11th and Market Streets, Wilmington, Del.
Included in the proxy are details of compensation changes Ford has made to decrease costs and conserve cash in response to the difficult global economic climate.
Among the changes approved by the company and its Board of Directors:
-- A 30 percent reduction in President and CEO Alan Mulally's salary for
2009 and 2010
-- Elimination of 2009 merit increases for salaried employees in the U.S.
and most other global markets
-- Elimination of Annual Incentive Compensation Program bonuses for 2008
and 2009 performance periods for global salaried employees
-- No cash compensation for members of Ford's Board of Directors in 2009
"Ford is acutely aware that current economic conditions have had a significant adverse impact on our shareholders, customers, dealers, employees and other stakeholders," the company said in the preliminary proxy. "We do not view these actions as merely symbolic, but as a necessary step in the restructuring of our business in which all our stakeholders have been asked to participate."
The proxy also provides details of total 2008 compensation for five named executive officers, with the amounts shown in the proxy statement for stock and option awards representing amounts the company is required to expense under applicable accounting rules - not actual compensation received by the named executive officer. Any such compensation will be determined by future company and stock price performance.
Total 2008 compensation for the five current named executive officers is:
-- Alan Mulally earned $2,000,000 in salary and no bonus in 2008. His
total cash compensation - salary and bonus (including non-equity
incentive plan compensation) - declined 78 percent from the prior
year. Mulally's total listed compensation - including the amount the
company expensed in 2008 for the value of long-term stock options and
other stock-based awards - declined 37 percent to $13,565,378.
-- Lewis Booth, Ford executive vice president and chief financial
officer, earned $1,075,000 in salary and no bonus in 2008. His cash
compensation declined 66 percent. His total listed compensation -
including the amount the company expensed in 2008 for the value of
long-term stock options and other stock-based awards - declined 54
percent to $4,740,669.
-- Mark Fields, Ford executive vice president and president, The
Americas, earned $1,300,000 in salary and no bonus in 2008. His cash
compensation declined 68 percent. His total listed compensation -
including the amount the company expensed in 2008 for the value of
long-term stock options and other stock-based awards - declined 42
percent to $4,829,298.
-- Jim Farley, Ford group vice president, Marketing and Communications,
earned $700,000 in salary. He also received a bonus award of $660,000
related to a 2007 employment agreement to attract him from Toyota and
offset the value of certain compensation he was forfeiting there. His
total listed compensation - including the amount the company expensed
in 2008 for the value of long-term stock options and other stock-based
awards - was $2,648,398.
-- David Leitch, Ford group vice president, General Counsel, earned
$850,000 in salary and received a bonus of $150,000 related to a
retention award granted him in 2006. His total listed compensation -
including the amount the company expensed in 2008 for the value of
long-term stock options and other stock-based awards - was $2,620,783.
