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ALLY Ally Financial

Filed: 5 May 21, 4:15pm


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 4, 2021
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 (I.R.S. Employer
incorporation or organization) Identification No.)

Ally Detroit Center
500 Woodward Avenue, 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))
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Common Stock, par value $0.01 per shareALLYNYSE
8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust IALLY PRANYSE
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 4, 2021, Ally Financial Inc. (Ally) held its annual meeting of stockholders (Annual Meeting). The results of voting on matters brought before stockholders are shown below.
Proposal 1 — Election of directors
ForAgainstAbstainBroker
Non-Votes
Franklin W. Hobbs295,284,977 6,068,552 142,787 23,412,786
Kenneth J. Bacon284,396,677 16,961,503 138,136 23,412,786
Katryn (Trynka) Shineman Blake299,777,093 1,585,875 133,348 23,412,786
Maureen A. Breakiron-Evans300,373,917 991,410 130,989 23,412,786
William H. Cary299,345,048 1,983,373 167,895 23,412,786
Mayree C. Clark297,216,285 4,145,151 134,880 23,412,786
Kim S. Fennebresque268,612,213 32,747,196 136,907 23,412,786
Marjorie Magner295,388,020 5,978,185 130,111 23,412,786
Brian H. Sharples298,113,609 3,243,804 138,903 23,412,786
John J. Stack298,248,972 3,102,002 145,342 23,412,786
Michael F. Steib300,341,601 986,457 168,258 23,412,786
Jeffrey J. Brown298,712,707 2,646,637 136,972 23,412,786

Proposal 2 — Advisory vote on executive compensation
ForAgainstAbstainBroker Non-Votes
275,377,35214,034,28712,084,67723,412,786
Proposal 3 — Advisory vote on the frequency of the stockholder advisory vote on executive compensation
One YearTwo YearsThree YearsAbstainBroker Non-Votes
293,281,084128,5877,738,203348,44223,412,786
After considering the preference of stockholders for a frequency of once each year, Ally’s Board of Directors has determined that a say-on-pay advisory vote on executive compensation will be held on an annual basis, until the next required advisory vote on the frequency of stockholder votes on executive compensation.
Proposal 4 — Approval of the Ally Financial Inc. Incentive Compensation Plan, amended and restated effective as of May 4, 2021
ForAgainstAbstainBroker Non-Votes
292,546,2388,724,374225,70423,412,786
Proposal 5 — Approval of the Ally Financial Inc. Non-Employee Directors Equity Compensation Plan, amended and restated effective as of May 4, 2021
ForAgainstAbstainBroker Non-Votes
288,127,07513,242,111127,13023,412,786



Proposal 6 — Approval of the Ally Financial Inc. Employee Stock Purchase Plan, amended and restated effective as of May 4, 2021
ForAgainstAbstainBroker Non-Votes
300,524,355889,35782,60423,412,786
Proposal 7 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2021
ForAgainstAbstain
309,896,55814,860,501152,043
Item 7.01 Regulation FD Disclosure.
On May 4, 2021, Ally’s Chief Executive Officer (CEO) provided remarks during Ally's Annual Meeting. A transcript of the CEO’s remarks is attached hereto as Exhibit 99.1. The information in this Item 7.01 and Exhibit 99.1 is being furnished and is not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section.
Item 9.01    Exhibits.
Exhibit No.Description of Exhibits
99.1
104The cover page from this Current Report on Form 8-K, formatted in Inline XBRL



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)
Dated:May 5, 2021/s/ Jeffrey A. Belisle
Jeffrey A. Belisle
Corporate Secretary