FORD MOTOR CO

This proposal asks the Board to take steps to change Ford’s capital structure so that every outstanding share has one vote per share, including negotiating with current holders of multi-vote shares to relinquish excess voting rights if necessary. The proponent frames the request as addressing perceived governance imbalance from the family-controlled multi-vote Class B shares and cites past shareholder support and operational issues in 2025 as rationale. The resolution allows the Board discretion in designing a transition and references suggested transition periods (e.g., seven years). It is presented as a shareholder initiative to align voting power with economic ownership.

The proposal requests that Ford publicly disclose voting outcomes by share class (common vs. Class B) for matters presented to shareholders. The proponent argues that dual-class structures can mask the level of opposition among public shareholders and that disaggregated disclosure would increase transparency and accountability. The statement cites historical support from independent shareholders for recapitalization-related proposals and notes that similar disclosures are adopted as best practice by some companies. The request leaves format and manner of disclosure to the Board’s discretion.

This proposal asks shareholders to amend the bylaws to add a sentence directing the Audit Committee to oversee DEI initiatives and determine the extent to which those initiatives are authorized and maintained based on net-present-value and return-on-investment calculations. The proponent argues that DEI investments should be subject to the same financial discipline and fiduciary review as other material corporate investments to mitigate legal, reputational, and financial risks. The proposal states it would not mandate programmatic changes but would require formal financial assessment and oversight by the Audit Committee. Supporters frame this as enhancing accountability and protecting shareholder value.