Shareholder activists challenge Ford on proxy

DETROIT -- Ford Motor Co. shareholders want to stop issuing stock options to executives, limit executive compensation and rein in the voting power of the Ford family.

Eleven proposals will be voted on at Ford’s annual shareholder meeting May 8 at the Hotel du Pont in Wilmington, Del.

Of the 11 proposals, seven were proposed by Ford shareholders, according to the company’s annual proxy statement filed Monday with the Securities and Exchange Commission. Here are highlights of shareholder proposals up for vote:

• Shareholder activist and corporate gadfly Evelyn Davis backed a proposal to curb the issue of stock options to senior executives and halt any new renewal or repricing of current options, unless a current contract allows it.

“Stock options have gotten out of hand in recent years,” Davis wrote in the proxy statement. She also wrote that executives may be rewarded with actual stock rather than options, and investment scandals show how analysts can manipulate earnings estimates and stock value.

Board suggests no

The board of directors wrote that Ford would not benefit from the proposal’s passage, nor would the shareholders. The board recommended a “no” vote.

• William Thrower wants to limit compensation to Ford’s senior executives to $10,000 a week until the company is profitable for five consecutive years. The $10,000 a week would take into account all fringe benefits given to executives, which Thrower wants limited to only those given to all Ford employees.

Thrower cited Ford’s $14.3 billion cumulative loss from 2001-06, and the 70 percent plunge in the company’s stock price during the same time.

The board recommended a “no” vote, citing intense competition for executive talent that warrants generous compensation and additional fringe benefits.

• John Chevedden wants shareholders to approve a policy of one vote per share. This would mean asking the Ford family to give up the 16 votes per share they have under current stock arrangements.

Similar efforts to reduce the Ford family’s voting power have failed in the past.

“This dual-class voting stock reduces accountability by allowing corporate control to be retained by insiders disproportionately to their money at risk,” Chevedden wrote in the filing.

Family involvement

The board recommended a “no” vote, noting the Ford family’s history and close involvement with the company.

“Through their actions over the past century, the Ford family has proven that the long-term success of the company for the benefit of all shareholders has been, and continues to be, the primary purpose of their involvement.”

The same measure failed last year, with 27.4 percent of shareholders voting in favor of the proposal.

You can reach Ryan Beene at autonews@crain.com

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