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
May 2, 2017
(Date of report; date of earliest event reported)
Commission file number: 1-3754
ALLY FINANCIAL INC.
(Exact name of registrant as specified in its charter)
| Delaware | 38-0572512 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Ally Detroit Center
500 Woodward Ave.
Floor 10, Detroit, Michigan
48226
(Address of principal executive offices)
(Zip Code)
(866) 710-4623
(Registrant’s telephone number, including area code)
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 (see General Instruction A.2. below):
| ☐ | 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 240.14a-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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
| Item 5.07 | Submission of Matters to a Vote of Security Holders. |
On May 2, 2017, Ally Financial Inc. held its annual meeting of stockholders. The results of voting on matters brought before stockholders are shown below.
Proposal 1 – Election of Directors
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Franklin W. Hobbs |
392,020,442 | 1,620,770 | 7,072,858 | 16,795,083 | ||||||||||||
| Kenneth J. Bacon |
390,973,107 | 2,664,695 | 7,076,268 | 16,795,083 | ||||||||||||
| Robert T. Blakely |
390,181,738 | 3,457,619 | 7,074,713 | 16,795,083 | ||||||||||||
| Maureen A. Breakiron-Evans |
393,513,641 | 124,093 | 7,076,336 | 16,795,083 | ||||||||||||
| William H. Cary |
397,940,586 | 135,085 | 2,638,399 | 16,795,083 | ||||||||||||
| Mayree C. Clark |
393,527,484 | 110,350 | 7,076,236 | 16,795,083 | ||||||||||||
| Kim S. Fennebresque |
391,515,679 | 2,123,579 | 7,074,812 | 16,795,083 | ||||||||||||
| Marjorie Magner |
392,064,953 | 1,574,224 | 7,074,893 | 16,795,083 | ||||||||||||
| John J. Stack |
393,490,763 | 147,089 | 7,076,218 | 16,795,083 | ||||||||||||
| Michael F. Steib |
393,496,858 | 140,953 | 7,076,259 | 16,795,083 | ||||||||||||
| Jeffrey J. Brown |
393,526,978 | 114,988 | 7,072,104 | 16,795,083 | ||||||||||||
Proposal 2 – Advisory Vote on Executive Compensation
| For |
Against |
Abstain |
Broker | |||
| 376,270,749 | 15,092,270 | 9,351,051 | 16,795,083 |
Proposal 3 – Approval of the Ally Financial Inc. Incentive Compensation Plan, amended and restated effective May 2, 2017
| For |
Against |
Abstain |
Broker | |||
| 381,450,189 | 16,343,904 | 2,919,977 | 16,795,083 |
Proposal 4 – Approval of the Ally Financial Inc. Non-Employee Directors Equity Compensation Plan, amended and restated effective May 2, 2017
| For |
Against |
Abstain |
Broker | |||
| 382,299,105 | 11,153,514 | 7,261,451 | 16,795,083 |
Proposal 5 – Approval of the Ally Financial Inc. Executive Performance Plan, amended and restated effective January 1, 2018
| For |
Against |
Abstain |
Broker | |||
| 376,429,342 | 16,502,994 | 7,781,734 | 16,795,083 |
Proposal 6 – Ratification of the Audit Committee’s Engagement of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for 2017
| For |
Against |
Abstain | ||
| 413,241,950 | 1,626,905 | 2,640,298 |
SIGNATURES
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.
| Ally Financial Inc. (Registrant) | ||||||||
| Date: May 4, 2017 | By: | /s/ David J. DeBrunner | ||||||
| Name: | David J. DeBrunner | |||||||
| Title: | Vice President, Chief Accounting Officer and Controller | |||||||