Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On December 8, 2022, the Board of Directors of Ford Motor Company (the "Company") adopted amendments to the Company's By-Laws (the "By-Laws"), which became effective immediately, primarily to (i) add an advance notice provision setting forth timing and notice requirements for stockholders to make nominations or propose other business at meetings of stockholders (the "Advance Notice By-Law"), (ii) update certain provisions to reflect current Company practice and to account for recent changes in Delaware law, including by eliminating the requirement that the Company make available its stockholder list during stockholder meetings, (iii) add language allowing committees to appoint another member of the Board of Directors to act in place of any absent or disqualified committee member, (iv) align the provision regarding fixing record dates more closely to Section 213 of the Delaware General Corporation Law, and (v) make additional clarifying and refining revisions.

The Advance Notice By-Law establishes requirements for stockholders of the Company to submit stockholder proposals (other than matters properly brought under Section 14a-8 of the Securities Exchange Act of 1934, as amended) and director nominations to be acted on by the stockholders at an annual meeting of stockholders. The Advance Notice By-Law requires, among other things, written notice from the stockholder seeking to make a nomination or propose such other business setting forth certain information and representations to be provided to the Company during a specified timeframe as set forth in the By-Laws. Under the Advance Notice By-Law, to be timely, a stockholder's notice must be delivered to the Secretary of the Company at the Company's principal executive offices not later than the close of business on the 90th day, nor earlier than the close of business on the 120th day, in advance of the first anniversary of the previous year's annual meeting.

The foregoing description of the amendments to the By-Laws is qualified in its entirety by reference to the full text of the By-Laws, which, along with a copy marked to show changes from the prior version, are included as Exhibits 3.1 and 3.2, respectively, and incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.



                                    EXHIBITS
Designation                 Description                                       Method of Filing

  Exhibit     3.1           By-Laws, as amended December 8, 2022              Filed with this Report

  Exhibit 3.    2           By-Laws, marked to show amendments effective as   Filed with this Report
                            of December 8, 2022

Exhibit 104                 Cover Page Interactive Data File                  **
                            (formatted in Inline XBRL)

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