Company Name: Ford Motor Co.
Public Availability Date: February 13, 2008
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
APPENDIX 1
APPENDIX 2
STAFF REPLY LETTER
[INQUIRY LETTER]
December 21, 2007
Securities and Exchange Commission
Division of Corporation Finance
Office of the Chief Counsel
100 F Street, N.E.
Washington, D.C. 20549
Re: Omission of Shareholder Proposal Submitted by Mr. Trent Wickwire
Ladies and Gentlemen:
Pursuant to Rule 14a-8(j) promulgated under the Securities Exchange Act of 1934,
as amended (the "Act"), Ford Motor Company ("Ford" or the "Company")
respectfully requests the concurrence of the staff of the Division of
Corporation Finance (the "Staff") of the Securities and Exchange Commission (the
"Commission") that it will not recommend any enforcement action to the
Commission if the shareholder proposal described below is omitted from Ford's
proxy statement and form of proxy for the Company's 2008 Annual Meeting of
Shareholders (the "Proxy Materials"). The Company's Annual Meeting of
Shareholders is scheduled for May 8, 2008.
Mr. Trent Wickwire (the "Proponent") has submitted for inclusion in the 2008
Proxy Materials a proposal that would require: (i) the Board of Directors to
amend the Company by-laws to condemn the commission of fraud and assign the
investigation of reports of fraud to a committee reporting directly to the
Board; (ii) the CEO and Vice President of Product Development to personally
certify that each program launch is void of foreseeable product liability risk
and premature part cancellation costs; and (iii) the Company to provide
shareholders with an annual report of all part cancellation and product
liability costs incurred in the previous year with explanation of cause and
corrective action for each line item (see Exhibit 1; the "Proposal"). The
Company proposes to omit the Proposal from its 2008 Proxy Materials for the
following reasons:
The Proposal is excludable under Rule 14a-8(i)(7) because it deals with
matters relating to the Company's ordinary business operations.
The Proposal is excludable under Rule 14a-8(i)(1) because it is not a proper
subject for action by shareholders under Delaware law.
The Proposal Deals with Matters Relating to the Company's Ordinary Business
Operations
Rule 14a-8(i)(7) permits a company to omit a proposal if it deals with a matter
relating to the company's ordinary business operations. In Exchange Act Release
No. 34-40018 (May 21, 1998), the Commission stated:
The policy underlying the ordinary business exclusion rests on two central
considerations. The first relates to the subject matter of the proposal. Certain
tasks are so fundamental to management's ability to run a company on a
day-to-day basis that they could not, as a practical matter, be subject to
direct shareholder oversight.
***
However, proposals relating to such matters but focusing on sufficiently
significant social policy issues (e.g., significant discrimination matters)
generally would not be considered to be excludable, because the proposals would
transcend the day-to-day business matters and raise policy issues so significant
that it would be appropriate for a shareholder to vote.
The second consideration relates to the degree to which the proposal seeks to
"micro-manage" the company by probing too deeply into matters of a complex
nature upon which shareholders, as a group, would not be in a position to make
an informed judgment.
The Proposal would require the Board to take several actions that in their
totality relate to the Company's investigation of potential litigation claims
and equate to the establishment of a compliance program. Specifically, the
Proposal seeks to establish a mechanism for the reporting of fraud to the Board
of Directors, certification that product launches are free of foreseeable
product liability risk, and the publication of an annual report with
explanations of causes and corrective actions involving product liability costs.
Each of these requirements implicates the conduct of litigation or the
establishment of a compliance program.
Pursuant to a long line of previous No-Action Letters, the Company respectfully
requests the Staffs concurrence that the Proposal may be omitted from Ford's
2008 Proxy Materials as it requires the Company to investigate and report on
matters that could be the subject of litigation and to establish a compliance
program. Indeed, the Proposal's "Whereas" recital clauses make several vague
allegations of fraud, conspiracy to commit fraud, and alleged lack of oversight
that allows fraud to exist (see Exhibit 1). Every company's management has a
basic responsibility to protect the company's interests against litigation. A
shareholder proposal that interferes with this obligation is inappropriate.
Shareholders do not posses the necessary expertise to advise management on
complex legal issues. For this reason, the Staff has acknowledged that a
shareholder proposal that implicates the conduct of litigation or litigation
strategy is properly excludable under Rule 14a-8(i)(7). See AT&T Inc. (February
9, 2007) (exclusion allowed as relating to litigation strategy where proposal
requested board to issue report containing specified information regarding
disclosure of customer communications to governmental agencies, and steps to
ensure customers' privacy rights, among other matters); Johnson & Johnson
(February 24, 2006) (exclusion allowed where proposal requested formation of a
Scientific Integrity Committee to assure research integrity and detect
misconduct); and ConocoPhillips (February 23, 2006) (exclusion allowed where
proposal required the board to investigate, independent of in-house legal
counsel, all potential legal liabilities alleged by proponent).
Additionally, the Proposal may be excluded under Rule 14a-8(i)(7) because it
relates to the Company's legal compliance program. The Company is subject to
numerous laws, rules, and regulations for which it has the responsibility to
ensure compliance. The Company has established various processes and procedures
to detect fraud and has implemented processes by which employees and others may
report suspected fraudulent conduct to appropriate Company officials.
Shareholders do not possess the expertise to advise management on legal
compliance programs. The Staff has consistently concurred in the omission of
similar proposals as being part of a company's ordinary business. See Ford Motor
Company (March 19, 2007) (exclusion allowed where proposal demanded that the
board establish an independent legal committee to investigate allegations of
fraud); Monsanto Company (November 3, 2005) (exclusion allowed where proposal
requested the board to establish an ethies oversight committee to ensure
compliance with federal, state, and local laws, rules, and regulations); Humana
Inc. (February 25, 1998) (exclusion allowed where proposal requested the board
to oversee an "anti-fraud compliance committee"); Hudson United Bancorp (January
24, 2003) (exclusion allowed where a proposal requested the board appoint a
committee to investigate possible corporate misconduct); and General Electric
Co. (January 4, 2005) (exclusion allowed where proposal requested a report
detailing the company's television stations activities to meet public interest
obligations as relating to the company's ordinary business, i.e., compliance
with FCC regulations). Consistent with these precedents, the Proposal deals with
the ordinary business operations of the Company and is, therefore, excludable
pursuant to Rule 14a-8(i)(7).
The Proposal clearly concerns matters related to the ordinary business of the
CompanyCompany assessment of litigation risk and establishment of legal
compliance programs. Moreover, the Proposal does not implicate any social or
other policy issue that could mandate its inclusion in the Proxy Materials.
The Proposal Is Not A Proper Subject For Action By Shareholders Under Delaware
Law
Rule 14a-8(i)(1) authorizes the omission of a proposal if it is not a proper
subject for action by shareholders under the law of the jurisdiction of the
company's organization. Under the laws of the state of Delaware, Ford's state of
incorporation, the Proposal is not a proper subject for action by shareholders
because the Proposal is phrased as requiring Board action rather than as a
precatory proposal recommending Board action. Specifically, the Proposal's
specific resolution states that "shareholders require the following ..."
(Emphasis added.) Section 141(a) of the Delaware General Corporation Law (the "DGCL")
provides that the "business and affairs of every corporation ... shall be
managed by or under the direction of the board of directors, except as may be
otherwise provided in this chapter or in its certificate of incorporation." 8
Del. C. 141(a). Because the Proposal requires, rather than requests, the Board
to take certain action if it were approved by the shareholders of the Company,
it appears to represent an effort to regulate directly the manner in which the
company conducts its business and affairs. The Proposal, therefore, is
impermissible under Section 141(a) of the DGCL.
The Staff has consistently granted no-action relief to Delaware corporations
under Rule 14a-8(i)(1) where a shareholder proposal mandates action that, under
state law, falls within the powers of the board of directors. See American
International Group, Inc. (March 12, 1999) (exclusion allowed where the
shareholder proposal was "phrased as a demand on the Company and its Board of
Directors [making it] mandatory rather than precatory"); CVS Corporation
(December 15, 1998) (exclusion allowed because shareholder proposal "[sought] to
mandate action on matters that, under state law, fall within the management
powers of a company's board of directors"); The Boeing Company (February 25,
1997) (exclusion allowed because a shareholder proposal "mandating or directing
board action is inconsistent with the discretionary authority granted to a board
of directors [under state law]"); see also Triple-S Management Corporation
(March 10, 2006) (exclusion allowed by a Puerto Rico corporation because the
shareholder proposal "as a demand and not a precatory proposal, by-passes the
function of the Corporation's Board of Directors"); General Electric Company
(January 27, 2004) (exclusion allowed by a New York corporation where the
shareholder proposal was "cast as a demand to the Board rather than as a
precatory proposal"). Consistent with these precedents, the Proposal is not a
proper subject for action by shareholders under Delaware law and is, therefore,
excludable pursuant to Rule 14(a)-8(i)(1).
Conclusion
For the foregoing reasons, it is respectfully submitted that the Proposal may be
excluded from Ford's 2008 Proxy Materials. Your confirmation that the Staff will
not recommend enforcement action if the Proposal is omitted from the 2008 Proxy
Materials is respectfully requested.
In accordance with Rule 14a-8(j), the Proponent is being informed of the
Company's intention to omit the Proposal from its 2008 Proxy Materials by
sending him a copy of this letter and its exhibit. Seven copies of this letter
are enclosed. Please acknowledge receipt by stamping and returning one copy in
the enclosed self-addressed stamped envelop.
If you have any questions, require further information, or wish to discuss this
matter, please call Jerome Zaremba (313-337-3913) of my office or me
(313-323-2130).
Very truly yours,
Peter J. Sherry, Jr.
/s/
Enclosure
Exhibit
cc: Mr. Trent Wickwire (via Federal Express)
[INQUIRY LETTER]
December 28, 2007
Securities and Exchange Commission
Division of Corporate Finance
Office of chief Counsel
100 F Street
Washington, DC 20549
Re: Response to Ford Motor Company's Request to Omit Shareholder Proposal
The following letter outlines my personal observations that prompted me to
submit the attached shareholder proposal. I do not assert that my personal
grievance is a valid basis for a proposal, in fact I know it is not. However, I
believe this is an appropriate way to illustrate the need for the changes my
proposal would dictate and why I believe the request to omit is not valid.
The following reasons were given by the company as a basis for requesting the
omission:
Vague "Whereas" statements given to show the lack of oversight that enables
fraud
The proposal deals with matters relating to the company's ordinary business
The proposal is not proper under Delaware Law
The remainder of this letter describes why I believe these are invalid reason to
grant the omission.
Validation of my "Recital of Vague `Whereas' Statements" asserting existance of
Fraud
The Fraudulent Practices
While working in a qualitative auditing function within Ford Motor Company's
Product Development, I was personally pressured to support and participate in
actions I considered to be fraud against the company and its shareholders, These
actions included, but were not limited to:
- Report misleading metric performance
- Report misleading program dates/status
- Report false qualitative test results
- Report false program sign off status
- Excessive use of carryover parts with a disregard for prototype integrity
- Conceal program risks, including potentially severe safety risks
- Circumvent required processes to improve/preserve timing
- Inflate potential impact of cost saving initiatives to manipulate financial
forecasting
- Present timing plans as "Green", which were not agreed to by the responsible
parties
- "Use whatever Enron accounting methods necessary to `prove' we are meeting our
objectives" (a direct quote)
Impact on Shareholders
The qualitative impact of these actions is the primary contributor to the
company's current condition. Consider the logical cause and effect relationships
on the state of the company:
- False information leads to;
- Inappropriate approval to proceed, leading to;
- Discoveries of issues at launch, including:
Parts that don't fit
Parts that cannot be installed
Parts that don't perform
Suppliers who are not capable of meeting delivery
All of these lead too;
- Rush, poorly conceived changes without system engineering analysis, which lead
to;
- High cost and poor quality in the field, which lead to;
- Frequent recalls, dissatisfied customers and safety hazards, which lead to;
- Eroding Market Share, which leads to;
- Plummeting profitability, which leads to;
- Free falling share value, and
- A Debt Rating sinking ever deeper into junk status
-
The impact on financial reporting, in some cases, can understate cost by $10's
of millions in the current period, which in turn deceives current shareholders
and prospective investors on the progress of the recovery effort by showing an
false profitability.
Support of assertion of Criminal Actions of Lower Management and Faciliation of
such by Human Resources
This is admittedly a lay persons view, but here is the underlying basis for my
assertion of legal impropriety.
Regarding Reckless Endangerment and/or a Depraved Indifference of Human Life:
Based on the facts as I know them, the company deliberately retained an
architecture which presents a known safety risk to drivers and passengers in the
2008 model year Super Duty Pickup, even through a full vehicle redesign. This
was done to present a more favorable financial performance in 2007 and 2008cy.
For the reasons stated below, this is more egregious and potentially more
devastating to the shareholder than the much publicized Explorer Rollover case,
yet the internal controls failed to address the issue.
Regarding Conspiracy to Commit Securities Fraud, the sum total of deliberately
misleading information by program level management, with the explicit support
and participation of the department charged with detecting and investigating
fraud (Human Resources) has a clear likelihood of translating into misleading
financial statements. Unlike Enron and World Com, which were driven from the top
down, this is a conspiracy driven by the independent actions of many rogue
individuals at the bottom, enabled by a counter productive internal control
system. Failure to act on this shows either a failure of oversight on the part
of the Board or an intention to assert that Conspiracy to Commit Securities
Fraud can only be orchestrated from the top down, and therefore does not apply.
The Empirical Example
The following is an except from a letter I sent to the Board on January 27,
2007. I received confirmation of delivery, but I received no reply of any
substance. This shows how these practices can significantly distort financial
reporting. This is a porion of information used by the CEO to assert an expected
profit in 2009.
At the beginning of the Frame CBP meetings (November 2005) the objective was
clearly stated as "To create a business plan to avoid bankruptcy", yet this was
treated by most team members as just another exercise in data manipulation to
`prove' our success. The following passage shows just how depraved these team
`leaders' were in this effort.
Note: I was not involved in the front end of the P356 program, so it is
admittedly hearsay. However, no one in the room disputed any of the facts as
stated, only that we "Technically don't know this yet.". The ramifications of
this are so serious I believe it would be prudent to view the underlying crash
tape and act accordingly.
The Super Duty P356 Frame
One of the rock solid "savings" already in hand when the group started was a $50
per vehicle savings achieved by re-sourcing the Super Duty Pickup frame when
migrating from the P131 to the P356 (2008MY). The saving calculation was
presented to Senior Management as follows:
($50 per unit savings) x (400,000 units per year)=$20,000,000 annually for 7
years
This is clearly worth the $43 million in tooling investment, however this
equation was deliberately incomplete.
Since I am working from memory my figures may not be precise, but they are
directionally accurate and show the basis of my objections.
Misrepresentation #1
The $50 savings included the cumulative cancellation charges, which had been
rolled over from previous short cycling. I believe this was about $20 per unit.
This component of the savings was completely irrelevant to the resource and
therefore should have been excluded from the calculation. This leaves the
savings equation at:
($30 per unit) x (400,000 units)=$12,000,000 annual for the next 7 years
Still a good investment, but ...
Misrepresentation #2
The frame design was quoted as a mimic of the P131 frame in order to make
negotiation with the new supplier easier to manage. Very early in the program it
was discovered that this design would not pass the FMVSS requirement for "Side
Pole Impact" for 2010. This means that the 7 year contract will only last 2
years, which changes the equation to:
($12,000,000 annually) x (2 years)=$24 million piece price savings against a $43
million investment
Not only does this fall $19 million short of recovering the incremental
investment, but it will also impose $ millions, if not 10's of millions in
additional cancellation costs as a result of the short cycle from 7 years to 2
years.
This case alone shows how understating the true cost of 1 part on 1 vehicle line
can be used to understate cost by $10's of millions in current income
statements. Given lower management's propensity to defraud Senior Management,
Senior Management's willingness to allow this practice and Human Resources
enforcement of these practices of fraud, and the Board of Director's negligence
of oversight, it is likely that this is one of dozens, if not hundreds of
similar examples. A prevalent use of this method alone could easily make a
devastating loss look like a $750 million profit, as shown in the Q2, 2007
earnings statement.
The Official System for "Fraud Detection"
The responsibility given to all Ford Motor Company employees is to report all
improprieties (legal and company policy) to the Human Resource Department. The
Human Resources Department and Personnel Relations (HR/PR) have the
responsibility to ensure policy and the law are followed and the best interest
of the company is protected. However, the following excerpt shows that HR/PR
have an unchecked ability of enforcing "Obedient Compliance", even when
compliance means supporting violations of civil and criminal law, including
fraud, sexual and other forms of harassment, assault, violations of the ADA, and
a depraved indifference toward the health and safety of consumers.
The Harassment
As a result of the P356 and other cases where I opposed defrauding Senior
Management, my local management implemented harassment techniques against me
including slander, assault, intimidation, and violations of the Americans with
Disabilities Act.
At the request of my Director, the Human Resources Department threatened me with
termination because I elevated concerns of Fraud and Reckless Endangerment to
Senior Management. The response from the Human Resources Department was that
"Deliberately misleading Senior Management on program status was not a violation
of policy, even if it materially affected financial statements and/or the safety
of consumers." I was also told that if I continued to pursue this I would be
terminated.
Senior Management's Negligence
In spite of the threats from Human Resources, I reported these actions and HR's
refusal to address them to Executive Operations, the President of the Americas
(Mark Fields, via "ask Mark email), and the Vice President of Product
Development (Derrick Kuzak) prior to my termination. After I notified these
people, the harassment against me intensified and I was terminated immediately
thereafter. This would imply that these gentlemen at the very least tolerated
these methods, or may have even endorsed them. I have a hard copy of Mr. Kuzak's
reply to my note where he acknowledged receipt, which clearly documents his
knowledge of the fraud and ensuing harassment.
The Board's Stated Fiduciary Responsibility
Paragraphs 11 and 12 of the Board of Directors Audit Committee Charter, entitled
"Ethical and Legal Compliance/General" states the following:
Review, with the Office of the General Counsel, any legal or regulatory matter
that could have a significant impact on the financial statements. (Paragraph 11)
If the 2007 financial statements do not properly disclose the impact of these
known pending liabilities, then there is a reasonable expectation that current
and propspective investors will be midslead on the performance of the company.
Establish procedures for the receipt, retention and treatment of complaints
and concerns (including a procedure for submitting such complaints and concerns
on a confidential and anonymous basis) received by the Company regarding
accounting, internal accounting controls, or auditing or related matters.
(Paragraph 12)
The presence of an "Internal Control" which seeks to obstruct reports of fraud
and impropriety is a violation of this paragraph of the Charter:
Conclusion
The Company's opposition to my proposal was based on 2 paragraphs of SEC 1934. I
believe the exclusion criteria are not valid in this case for the following
reasons:
Relating to Ordinary Business: My proposal does not ask for a change in
ordinary business practices, rather it mandates a change in the way results are
reported to shareholders and prevents the obstruction of information which
currently prevents the Board from performing the duties outlined in the
sanctioned charter.
Relating to Delaware Law:
My proposal seeks to compel full disclosure of reasonably foreseeable
financial risks to the shareholders. This is at the foundation of Sarbanes Oxley
Compliance, and I believe the full cycle of SOX violations appears present in
this case. Fraud against shareholders; retaliatory harassment against employees
who oppose fraud; a counter productive auditing authority who enforced the
fraud, rather than preventing it. All of these violations are possible because
the current controlling authority (Human Resources) has the ability to obstruct
the reporting of Fraud and the Reckless Endangerment of Human Life. If the
Delaware Law that my proposal violates conflicts with Federal Statutes, such as
SOX, then Federal Law reigns supreme.
Sincerely,
Trent Wickwire
/s/
4250 Petersburg Rd.
Dundee, MI 48131
734-239-3959
wickwire@provide.net
[APPENDIX 1]
Jerome Zaremba Ford Motor Company One American Road Dearborn, MI 48131
November 3, 2007
RE: Documentation of Share Ownership for Shareholder Proposal faxed October
4,2007
Mr. Zaremba,
I believe the attached documents sufficiently show that 1 comply with SEC Rule
14a-8 of $2,000 of market value ownership. As shown in the Net Benefits
statement, the current market value of my shares in the Ford Stock Fund is
$5,022.68 as of close of business November 2, 2007. The second page of
documentation shows all activity related to this account over the last 24
months. As you can see, there has been no activity since September 1, 2006,
which indicates I have owned these shares for over 1 year.
While my knowledge of the law is admittedly superficial, I firmly believe that
the commission of fraud practiced by my local management, enforced by Human
Resources, apparently blessed by Senior Management, and apparently tolerated by
the Board of Directors not only violates the spirit of SOX legislation, but far
worse.
The Enron case was contained to financial implications. However, since I believe
these practices also allowed a potentially dangerous vehicle to be knowingly
introduced to the market, I see a potential that this could also lead to
Reckless Endangerment charges and class action product liability far more severe
than Firestone. I sent no less than 5 letters to the Board of Directors about
these acts of fraud and this potential liability, but I received no reply. I
interpret this as a silent approval of this negligent and depraved behavior.
I have absolutely no intention of selling these shares before the next
shareholder meeting because because I believe doing so would be irresponsible. I
will not only retain these shares, but if a sudden erosion of value occurs that
causes a drop near the $2,000 threshold, I will buy more to ensure my
eligibility is in tact. The only way I would willingly withdraw this proposal is
if I were convinced with absolute certainty that the internal controls have been
improved to prohibit, rather than facilitate this risk of fraud and liability.
Please let me know if this is insufficient and I will provide whatever else you
need.
Sincerely,
/s/
Trent L. Wickwire.
[APPENDIX 2]
Shareholder Proposal from Trent Wickwire, 4250 Petersburg Rd, Dundee, MI
Whereas the future survival of the company depends on a steady flow of flawless
launches of new product, and,
Whereas the current system for auditing launch readiness relies heavily on the
self assessment of programs, and,
Whereas there is little, if any, attempt to validate program information, detect
error or prevent the deliberate misrepresentation of fact regarding program
risks or status, and,
Whereas the misrepresentation of program status leads to Senior Management's ill
advised authorization to proceed; leading to discovery of program issues at Job
1, including Parts that don't fit, Parts that don't work, Parts that can't be
installed and Suppliers unable to deliver; All of which lead to rush, poorly
developed changes to design without performance verification; leading to high
cost and poor performance in the field; leading to frequent recalls, safety
issues and dissatisfied customers; leading to eroding market share; leading to
plummeting profitability; leading to free-falling share price and a debt rating
sinking continuously into junk status, and
Whereas recent examples of this lack of oversight have lead to irreparable harm
to the company's image and financial position in such ways as igniting
tailpipes, igniting speed control, and most notably the continued cost and
litigation associated with the Firestone/Explorer Rollover case, and,
Whereas these and many lower profile issues have accelerated the company's cash
bum by incurring billions of dollars in foreseeable and preventable product
liability, warranty and premature cancellation costs, and
Whereas, based on the recent history of ineffective control by the Product
Development auditing functions, it is possible that programs in the current new
product pipeline could contain similar issues costing billions more in damages
and cancellation costs, and
Whereas these delayed cancellation costs understate the true cost of current
operations, which may mislead current and prospective investors on the financial
performance of the company, violating the spirit of Sarbanes-Oxley Legislation,
and
Whereas, in spite of the potentially criminal implications of defrauding
shareholders and risking consumers' safety, the company's current control system
not only tolerates, but at times actively enforces participation in these
misrepresentations as a mandatory condition of employment, and
Whereas the company's current financial vulnerability does not allow continued
reliance on a Product Development auditing system with a history of negligence,
or a Human Resources Department with a history of enabling internal fraud,
Resolved, the shareholders require the following, effective immediately:
1. Alter company bylaws to explicitly condemn the commission of internal fraud,
including qualitative information, and assign the investigation of reports
thereof to a committee reporting directly to the Board of Directors
2. Require, henceforth, the CEO and Vice President of Product Development to
personally certify that each program launch is void of all foreseeable product
liability risk and premature part cancellation costs, and
3. Each year, provide the shareholders with a detailed report of all part
cancellation and product liability costs incurred in the previous year with
explanations of cause and corrective action for each line item.
[STAFF REPLY LETTER]
February13, 2008
Response of the Office of Chief Counsel Division of Corporation Finance
Re: Ford Motor Company Incoming letter dated December 21, 2007
The proposal requires that Ford amend its bylaws to explicitly condemn the
commission of internal fraud and assign the investigation of reports of internal
fraud to a committee reporting to the board; have individuals certify that each
program launch is void of product liability risk and premature part cancellation
costs; and provide a report to shareholders.
There appears to be some basis for your view that Ford may exclude the proposal
under rule 14a-8(i)(7), as relating to Ford's ordinary business operations
(i.e., general conduct of a legal compliance program). Accordingly, we will not
recommend enforcement action to the Commission if Ford omits the proposal from
its proxy materials in reliance on rule 14a-8(i)(7). In reaching this position,
we have not found it necessary to address the alternative basis for omission
upon which Ford relies.
Sincerely,
/s/
Eduardo Aleman
Attorney-Adviser
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