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Ford family keeps special voting rights

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.

William Clay Ford Sr. dead at 88

William Clay Ford, retired vice chairman of Ford Motor Company and the last surviving grandchild of company founder Henry Ford, died this morning after a bout with pneumonia. He was 88.
Ford spent 57 years with his grandfather's company, joining the board of directors in 1948 before graduating from college. Ford also held a position as chairman of the design committee, as well as the chairman of the executive committee and vice chairman of the Board of Directors during his tenure with the company. In a 2013 Detroit Free Press story, retired CFO Allan Gilmour said Ford had an eye for design, and was once able to pick out when a fiberglass model of a Ford Contour was asymmetrical, off by an inch on one side. He retired and assumed the position of director emeritus in 2005.
"My father was a great business leader and humanitarian who dedicated his life to the company and the community," said Bill Ford, Jr., Ford's current executive chairman. "He also was a wonderful family man, a loving husband, father, grandfather and great-grandfather. He will be greatly missed by everyone who knew him, yet he will continue to inspire us all."

Fields 'required' to use private aircraft, could make $5.25M as Ford CEO this year

Mark Fields' travels on the friendly skies will soon be a relatively personal affair, as the new CEO at Ford will be required to resume air travel via the company's private planes. Fields caught plenty of flak in 2007 for flying on the company's dime to visit his family in Florida. He's since flown commercial.
According to Ford spokesperson Susan Krusel, who spoke to Bloomberg, Fields (pictured above right, with Bill Ford, Jr. at center and Alan Mulally at left) will switch to private travel "for safety and to maximize his availability for company business." In addition to his new travel arrangements, the 53-year-old exec's salary and bonuses have been revealed.
Regulatory filings by Ford revealed that Fields, whose first day in the big chair was July 1, will receive a base salary this year of $1.25 million and he'll be eligible for $3.5 million in bonuses, both of which are lower than Alan Mulally's $2 million salary and $5.88 million in bonuses received last year. That's also lower than General Motors CEO Mary Barra's alleged $1.6-million salary and considerably less than Sergio Marchionne's $3.19-million fixed salary from Fiat. Despite falling short of other CEOs, Fields' new pay still represents a 33-percent increase over his pay as Chief Operating Officer.