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
Date of report (Date of earliest event reported): May 28, 2015
Ally Financial Inc.
(Exact Name of Registrant as Specified in Charter)
| DELAWARE | 1-3754 | 38-0572512 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
200 Renaissance Center
P.O. Box 200
Detroit, Michigan
48265-2000
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (866) 710-4623
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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:
| ¨ | 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)) |
Item 5.07 Submission of Matters to a Vote of Security Holders.
On May 28, 2015, Ally Financial Inc. held its annual meeting of stockholders. The results of voting related to matters brought before stockholders are shown below.
Proposal 1 – Election of Directors
| For | Withhold | Broker Non-Votes |
||||||||||
| Franklin W. Hobbs |
403,848,593 | 6,564,538 | 11,638,954 | |||||||||
| Robert T. Blakely |
339,197,463 | 71,215,668 | 11,638,954 | |||||||||
| Mayree C. Clark |
339,665,888 | 70,747,243 | 11,638,954 | |||||||||
| Stephen A. Feinberg |
403,144,778 | 7,268,353 | 11,638,954 | |||||||||
| Kim S. Fennebresque |
403,713,899 | 6,699,232 | 11,638,954 | |||||||||
| Marjorie Magner |
403,871,227 | 6,541,904 | 11,638,954 | |||||||||
| Mathew Pendo |
339,591,701 | 70,821,430 | 11,638,954 | |||||||||
| John J. Stack |
339,164,639 | 71,248,492 | 11,638,954 | |||||||||
| Kenneth J. Bacon |
403,910,458 | 6,502,673 | 11,638,954 | |||||||||
| Jeffrey J. Brown |
403,889,865 | 6,523,266 | 11,638,954 | |||||||||
Proposal 2 – Advisory Vote to Approve Executive Compensation
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Regarding an advisory vote to approve executive compensation, stockholders approved by vote the compensation of the Company’s executive officers as shown. |
402,012,695 | 3,139,538 | 5,260,898 | 11,638,954 | ||||||||||||
Proposal 3 – Advisory Vote to Approve the Frequency of a Stockholder Advisory Vote on Executive Compensation
| One Year | Two Years | Three Years | Abstain | Broker Non-Votes |
||||||||||||||||
| Regarding an advisory vote to determine frequency of future stockholder advisory votes on the compensation of the Company’s executive officers as shown. |
385,168,618 | 412,349 | 19,502,396 | 5,329,768 | 11,638,954 | |||||||||||||||
Proposal 4 – Ratification of Appointment of Independent Registered Public Accounting Firm
| For | Against | Abstain | ||||||||||
| The earlier appointment by the Audit Committee of the Board of Directors of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2015 was approved by the vote of stockholders as shown. |
415,650,156 | 1,175,322 | 5,226,607 | |||||||||
Proposal 5 – Ratification of the Protective Amendment to the Company’s Amended and Restated Certificate of Incorporation and the Company’s Existing Tax Asset Protection Plan
| For | Against | Abstain | Broker Non-Votes |
|||||||||||||
| Regarding a stockholder vote to ratify an amendment to the Company’s Amended and Restated Certificate of Incorporation that is intended to help protect net operating losses and tax credit carryovers and to approve the adoption of the Company’s Tax Asset Protection Plan. |
370,281,704 | 34,891,321 | 5,240,106 | 11,638,954 | ||||||||||||
Item 7.01 Regulation FD Disclosure.
Ally Financial Inc. is furnishing remarks made by Jeffery J. Brown, Ally’s Chief Executive Officer, at Ally’s annual meeting of stockholders held on May 28, 2015, which are attached hereto and incorporated by reference herein as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
| Exhibit No. |
Description | |
| 99.1 | Remarks of Jeffrey J. Brown, Chief Executive Officer of Ally Financial Inc. | |
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 28, 2015 | By: | /s/ David J. DeBrunner | ||||||
| Name: | David J. DeBrunner | |||||||
| Title: | Vice President, Chief Accounting Officer and Controller | |||||||