FMC Form 8-K
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D. C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report: July
13, 2006
(Date
of
earliest event reported)
FORD
MOTOR COMPANY
(Exact
name of registrant as specified in its charter)
Delaware
(State
or
other jurisdiction of incorporation)
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1-3950
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38-0549190
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(Commission
File Number)
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(IRS
Employer Identification No.)
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One
American Road, Dearborn, Michigan
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48126
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(Address
of principal executive offices)
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(Zip
Code)
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Registrant's
telephone number, including area code 313-322-3000
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
[
] Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[
] Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
140.14a-12)
[
] Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
[
] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR
240.13e-4(c))
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Item
1.01. Entry into a Material Definitive Agreement.
On
July
13, 2006, the Board of Directors of the Company voluntarily reduced Board fees
payable to non-employee directors by half.
Effective
as of July 13, 2006, the following fees will be paid to non-employee
directors:
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Annual
Board membership fee
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$100,000
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Annual
Committee chair fee
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$2,500
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Annual
presiding director fee
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$5,000
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Sixty
percent of a director's annual Board membership fee will continue to be
mandatorily deferred in the form of common stock units.
All
other
benefits received by non-employee directors remain unchanged.
Item
5.02. Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
As
was
publicly reported, William Clay Ford, Jr., our Chairman and Chief Executive
Officer, assumed the responsibilities of James J. Padilla as President and
Chief
Operating Officer, effective with Mr. Padilla's retirement on July 1, 2006.
Accordingly, effective July 13, 2006, William Clay Ford, Jr. was elected
President and Chief Operating Officer of the Company.
Mr.
Ford,
age 49, has been a director since 1988. His principal occupation is Chairman
of
the Board of Directors, Chief Executive Officer, President and Chief Operating
Officer. Mr. Ford has held a number of management positions within Ford,
including Vice President-Commercial Truck Vehicle Center. From 1995 until
October 30, 2001, Mr. Ford was Chair of the Finance Committee. Effective January
1, 1999, he was elected Chairman of the Board of Directors and effective October
30, 2001, he was elected Chief Executive Officer of the Company. Mr. Ford also
is Vice Chairman of the Detroit Lions, Inc., Chairman of the Detroit Economic
Club, and Chairman of the Board of Trustees of The Henry Ford. He also is a
Vice
Chairman of Detroit Renaissance and a member of the board of directors of eBay
Inc.
Mr.
Ford
is a first cousin of Edsel B. Ford II, a Company director.
Since
January 1993, the Company has had a consulting agreement with William Clay
Ford,
the father of William Clay Ford, Jr. Under this agreement, William Clay Ford
is
available for consultation, representation, and other duties. For these
services, the Company pays him $100,000 per year and provides facilities
(including office space), an administrative assistant, and security
arrangements. This agreement will continue until either party ends it with
30
days' notice.
On
May
11, 2005, the Compensation Committee of Ford's Board of Directors and William
Clay Ford, Jr. agreed to amend Mr. Ford's compensation arrangements such that
Mr. Ford will forego any new compensation (including salary, bonus or other
awards) until such time as the Committee and Mr. Ford determine that the
Company's Automotive sector has achieved sustainable profitability.
On
February 27, 2006, the Compensation Committee of Ford's Board of Directors
and
William Clay Ford, Jr. agreed to clarify the terms of Mr. Ford's compensation
arrangements relating to Mr. Ford's eligibility to receive certain Restricted
Stock Equivalents. In March 2005, the Compensation Committee approved an
arrangement whereby one-half of the value of Mr. Ford's usual long-term
incentive grant
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(normally
a grant of stock options) was replaced with an opportunity to earn up to a
target amount of Restricted Stock Equivalents based on his performance during
2005. Since the arrangement began in March 2005, the Committee did not intend
that it would be covered by the May 11, 2005 agreement described above. Mr.
Ford
will not take part in any similar program or receive any salary, bonus, or
long-term compensation for 2006, unless allowed under the May 11, 2005
agreement. Mr. Ford has committed to donate shares representing the final award
he received from this 2005 performance-based opportunity to charitable
organizations of his choice when the restriction period lapses and the
Restricted Stock Equivalents convert to unrestricted shares of common stock
in
2007.
In
2002,
the Company and William Clay Ford, Jr. entered into a non-compete agreement.
Under the agreement, Mr. Ford agreed not to directly or indirectly work for
or
associate with any business that competes with the Company for two years after
any voluntary termination. Mr. Ford did not receive any compensation for signing
the agreement.
In
February 2002, the Company entered into a Stadium Naming and License Agreement
with The Detroit Lions, Inc., pursuant to which we acquired for $50 million,
paid by the Company in 2002, the naming rights to a new domed stadium located
in
downtown Detroit at which the Lions began playing their home games during the
2002 National Football League season. The Company named the stadium “Ford
Field.” The term of the naming rights agreement is 25 years, which commenced
with the 2002 National Football League season. Benefits to the Company under
the
naming rights agreement include exclusive exterior entrance signage and
predominant interior promotional signage. In June 2005, the naming rights
agreement was amended to provide for expanded Company exposure on and around
the
exterior of the stadium, including the rooftop, in exchange for approximately
$6.65 million to be paid in varying installments over the next ten years, of
which $1,564,933 was paid during 2005. The Company also agreed to provide to
the
Lions, at no cost, eight new 2005 model year Ford, Lincoln or Mercury brand
vehicles manufactured by Ford in North America for use by the management and
staff of Ford Field and the Lions and to replace such vehicles in each second
successive year, for the remainder of the naming rights agreement. William
Clay
Ford is the majority owner of the Lions. In addition, William Clay Ford, Jr.,
is
one of five minority owners and is a director and officer of the
Lions.
Effective
November 21, 2005, the Company's Board of Directors elected Steven K. Hamp
Vice
President and Chief of Staff. The Compensation Committee of the Board of
Directors approved the following compensation arrangements with respect to Mr.
Hamp: (i) annual salary of $400,000; (ii) signing bonus of $400,000; and (iii)
a
grant of 50,000 stock options on February 15, 2006 with a Black-Scholes value
of
$117,500. As a salaried employee, Mr. Hamp is eligible to participate in the
Company's retirement programs. In addition, the Compensation Committee approved
an arrangement to credit on a monthly basis an amount equal to 16.5% of Mr.
Hamp's monthly salary to a non-qualified deferred compensation plan during
his
employment. The amount to be credited for 2005 is approximately $7,500. Further,
if the Company terminates Mr. Hamp's employment for any reason other than for
cause, Mr. Hamp will receive as a severance payment an amount equal to his
annual base salary plus a pro rata portion of the bonus, if any, paid under
the
Company's Annual Incentive Compensation Plan for the year in which his
employment is terminated. Mr. Hamp is the brother-in-law of William Clay Ford,
Jr.
The
Company and The Edison Institute, a Michigan non-profit corporation, entered
into a contract with an initial term commencing April 30, 2003 and terminating
December 31, 2007. The initial term will be extended for successive one-year
periods unless earlier notice is given by either party. Pursuant to the terms
of
the contract, the Company sponsors The Edison Institute to manage, market and
operate public tours of the Company's Rouge Visitor Center, including the
elevated viewing walkway that connects the Rouge Visitor Center to the Company's
Rouge Assembly Plant, located in Dearborn, Michigan, in conjunction with The
Edison Institute's operations at The Henry Ford. Further, the Company agreed
to
reimburse The Edison Institute's expenses to the extent they exceed the revenues
received from the
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Visitor
Center, plus pay an annual sponsorship fee in the amount of $500,000. For the
period of January 1, 2005 until November 16, 2005, the Company paid The Edison
Institute approximately $2.6 million pursuant to the contract. Steven K. Hamp
was President of The Edison Institute from June 27, 1996 until November 16,
2005. William Clay Ford, Jr. is the Chairman of the Board of Trustees of The
Edison Institute.
In
November 2001, the Company and The Edison Institute agreed to terms under which
Company historical records may be donated to The Edison Institute and how such
documents are to be handled (the “Donation Agreement”). Also in November 2001,
the Company and The Edison Institute entered into an agreement whereby The
Edison Institute agreed to, among other things, process historical documents
donated to it under the Donation Agreement into an archive (the “Master
Agreement”). The Master Agreement outlines the terms by which The Edison
Institute's archives staff performs research services for the Company and the
terms under which the Company archives staff has access to The Edison
Institute's records. The Company paid The Edison Institute approximately
$439,000 annually for the services provided under the Master Agreement. On
February 17, 2005, the Master Agreement was amended and restated to reflect
the
manner in which the parties agreed to operate with respect to the archive (the
“Restated Master Agreement”). For the period of January 1, 2005 until November
16, 2005, the Company paid approximately $265,000 to The Edison Institute for
services under the Restated Master Agreement. The fee arrangement is reviewed
on
an annual basis. The term of the Restated Master Agreement is for twelve months,
starting as of January 1, 2005, and is automatically renewable for successive
twelve-month terms, unless terminated by either party by providing at least
90-days notice prior to the next renewal period. The contract has been renewed
for 2006.
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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FORD
MOTOR COMPANY
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(Registrant)
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Date:
July 19, 2006
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By:
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/s/Kathryn
S. Lamping
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Kathryn
S. Lamping
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Assistant
Secretary
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