ALLY Ally Financial
Filed: 5 May 21, 4:15pm
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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)
|(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)
(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 class||Trading Symbol(s)||Name of each exchange on which registered|
|Common Stock, par value $0.01 per share||ALLY||NYSE|
|8.125% Fixed Rate/Floating Rate Trust Preferred Securities, Series 2 of GMAC Capital Trust I||ALLY PRA||NYSE|
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
|Franklin W. Hobbs||295,284,977||6,068,552||142,787||23,412,786|
|Kenneth J. Bacon||284,396,677||16,961,503||138,136||23,412,786|
|Katryn (Trynka) Shineman Blake||299,777,093||1,585,875||133,348||23,412,786|
|Maureen A. Breakiron-Evans||300,373,917||991,410||130,989||23,412,786|
|William H. Cary||299,345,048||1,983,373||167,895||23,412,786|
|Mayree C. Clark||297,216,285||4,145,151||134,880||23,412,786|
|Kim S. Fennebresque||268,612,213||32,747,196||136,907||23,412,786|
|Brian H. Sharples||298,113,609||3,243,804||138,903||23,412,786|
|John J. Stack||298,248,972||3,102,002||145,342||23,412,786|
|Michael F. Steib||300,341,601||986,457||168,258||23,412,786|
|Jeffrey J. Brown||298,712,707||2,646,637||136,972||23,412,786|
Proposal 2 — Advisory vote on executive compensation
Proposal 3 — Advisory vote on the frequency of the stockholder advisory vote on executive compensation
|One Year||Two Years||Three Years||Abstain||Broker Non-Votes|
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
Proposal 5 — Approval of the Ally Financial Inc. Non-Employee Directors Equity Compensation Plan, amended and restated effective as of May 4, 2021
Proposal 6 — Approval of the Ally Financial Inc. Employee Stock Purchase Plan, amended and restated effective as of May 4, 2021
Proposal 7 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2021
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|
|104||The cover page from this Current Report on Form 8-K, formatted in Inline XBRL|
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.
|Dated:||May 5, 2021||/s/ Jeffrey A. Belisle|
|Jeffrey A. Belisle|