Ford Motor Company has a dual-class stock structure of Class A and Class B shares. The roughly three billion Class A shares are for the general public like you and me, while the roughly 71 million Class B shares are all owned by the Ford family. Each Class A share gets the shareholder one vote, each Class B share is worth 16 votes, the result being that Common Stock holders control about 60 percent of the company while the Ford family controls 40 percent even though it holds far fewer shares. The only way that could ever change would be if the Fords sell their Class B shares, but even so, Class B shares revert to Class A when sold outside the family, so they'd have to sell a whole bunch of them.
A contingent of Class A shareholders think the dual-class system is unfair, and for the past few years a vote's been held during the annual shareholders meeting to end it. It has failed every time, as it just did again during the meeting held this week. A smidge over 33 percent voted to end the dual system, outvoted by the 67 percent who are happy with the way Ford is going - unsurprising in view of a corporate turnaround that will be part of business-class curricula for years to come.
On the sidelines, Ford elected Ellen R. Marram to the post of independent director, the first woman to hold the job. The former Tropicana CEO and 20-year Ford board member replaces retiring board member Irvine Hockaday who helped bring Alan Mulally to the CEO position.
A contingent of Class A shareholders think the dual-class system is unfair, and for the past few years a vote's been held during the annual shareholders meeting to end it. It has failed every time, as it just did again during the meeting held this week. A smidge over 33 percent voted to end the dual system, outvoted by the 67 percent who are happy with the way Ford is going - unsurprising in view of a corporate turnaround that will be part of business-class curricula for years to come.
On the sidelines, Ford elected Ellen R. Marram to the post of independent director, the first woman to hold the job. The former Tropicana CEO and 20-year Ford board member replaces retiring board member Irvine Hockaday who helped bring Alan Mulally to the CEO position.
Ford Motor Co. shareholders knocked down a proposal to strip control from the company’s founding family, preserving a decades-old ownership structure amid growing impatience from investors with the auto maker’s stagnant stock price.
Shareholders on Thursday defeated the proposal, a perennial occurrence at Ford’s annual shareholder meeting, by a 63% margin, a similar result to 2015.
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The proposal sought to abolish supervoting shares that give the Ford family effective control of the nearly 113-year-old company. The Ford family holds a separate class of stock that gives them 40% voting control over the Dearborn, Mich., auto maker.
While routinely proposed and defeated, the measure’s support has gained ground over the past few years. Nearly four in 10 Ford shareholders voted for the proposal on Thursday, up from a third in 2013.
Ford Chairman and family scion Bill Ford has repeatedly defended the stock arrangement, contending that long-term ownership stakes among his relatives ensures stability and a “loyal investor base” in good times and bad. Other Ford directors also defend the structure. Mr. Ford is the great grandson of company founder Henry Ford.
Ford, after nearing the financial brink in the middle of the last decade, is now posting historic profits on the back of surging sales of high-margin pickup trucks and sport-utility vehicles in the U.S. and continued expansion in China.
Still, Ford’s stock price has languished since Chief Executive Mark Fields took over from Alan Mulally in July 2014 amid concerns from analysts that U.S. car sales have peaked. Shares are off 23% since Mr. Fields took the reins.
One stockholder, Roger Heymann, who spoke up at Ford’s meeting Thursday, had another explanation, attributing the decline to Ford’s uneven monthly sales this year in the U.S. and China, two of the world’s largest auto markets, and confusion around its mobility efforts. Ford and other traditional auto makers are investing in ride-sharing and autonomous vehicles in a technological race with Silicon Valley companies that include Alphabet Inc.’s Google.
"It is hard to grasp how this is going to relate to profits,” Mr. Heymann said.
Mr. Heymann also asked the board to hire an outside adviser to consult on ways to boost the stock price and argued that a stock buyback would have benefited shareholders more than the special dividend Ford paid in the first quarter, which failed to excite Wall Street.
Mr. Ford responded that the company planned to provide more clarity this year to its mobility strategy that would ease concerns. Ford already frequently consults with outside advisers on its stock price, he added.
“We can’t drive the stock price,” Mr. Ford said, adding that the company’s shares would eventually rise if the auto maker continues posting solid financial results.
"If you want to go down a checklist of all these things that should be driving our share price, we’re doing all of them and at record levels,” Mr. Ford said.
| Rob Ford | |
|---|---|
 Ford in 2011 | |
| 64th Mayor of Toronto | |
| In office December 1, 2010 – November 30, 2014 | |
| Deputy | Doug Holyday (2010–2013) Norm Kelly (2013–2014) |
| Preceded by | David Miller |
| Succeeded by | John Tory |
| Toronto City Councillor for Etobicoke North (Ward 2) | |
| In office December 1, 2014 – March 22, 2016 | |
| Preceded by | Doug Ford, Jr. |
| Succeeded by | Michael Ford |
| In office November 14, 2000 – November 30, 2010 | |
| Preceded by | Ward established |
| Succeeded by | Doug Ford, Jr. |
| Personal details | |
| Born | Robert Bruce Ford May 28, 1969 Etobicoke, Ontario, Canada |
| Died | March 22, 2016 (aged 46) Toronto, Ontario, Canada |
| Resting place | Riverside Cemetery |
| Political party | Independent (2000–2016) Note: municipal politicians in Ontario, including Toronto, run on a nonpartisan basis |
| Other political affiliations | Ontario Progressive Conservative[1] |
| Spouse(s) | Renata Brejniak (m. 2000; d. 2016) |
| Relations | Doug Ford, Sr. (father) Doug Ford, Jr. (brother) Michael Ford (nephew) |
| Children | 2 |
| Profession | Politician |
| Religion | Christian |
