ally-20230503

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 3, 2023

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 class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, par value $0.01 per share

ALLY

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 3, 2023, 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


	For	Against	Abstain	Broker Non-Votes
Franklin W. Hobbs	222,309,844	14,367,050	128,264	16,932,258
Kenneth J. Bacon	224,029,963	12,646,906	128,289	16,932,258
William H. Cary	234,221,132	2,456,351	127,675	16,932,258
Mayree C. Clark	222,859,044	13,820,166	125,948	16,932,258
Kim S. Fennebresque	202,796,294	33,886,405	122,459	16,932,258
Melissa Goldman	236,182,554	501,110	121,494	16,932,258
Marjorie Magner	223,123,883	13,560,359	120,916	16,932,258
David Reilly	235,207,467	1,469,155	128,536	16,932,258
Brian H. Sharples	235,005,709	1,667,161	132,288	16,932,258
Michael F. Steib	235,002,792	1,669,247	133,119	16,932,258
Jeffrey J. Brown	234,970,130	1,716,429	118,599	16,932,258

Proposal 2 — Advisory vote on executive compensation


For	Against	Abstain	Broker Non-Votes
122,430,088	114,104,991	270,079	16,932,258

Proposal 3 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2023


For	Against	Abstain
239,005,548	14,571,966	159,902

Item 7.01 Regulation FD Disclosure.

On May 3, 2023, 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			CEO's Annual Meeting Script
104			The 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, 2023

/s/ Jeffrey A. Belisle

Jeffrey A. Belisle

Corporate Secretary