ally-20250506

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 6, 2025

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 6, 2025, Ally Financial Inc. (Ally) held its annual meeting of shareholders (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	243,882,960	13,273,837	213,923	13,417,820
William H. Cary	254,570,626	2,579,152	220,942	13,417,820
Mayree C. Clark	244,842,201	12,195,953	332,566	13,417,820
Kim S. Fennebresque	232,158,367	24,991,946	220,407	13,417,820
Thomas P. Gibbons	254,342,030	2,495,644	533,046	13,417,820
Michelle J. Goldberg	256,383,549	456,915	530,256	13,417,820
Marjorie Magner	244,758,101	12,278,128	334,491	13,417,820
David Reilly	255,355,431	1,770,273	245,016	13,417,820
Michael G. Rhodes	254,696,579	2,175,977	498,164	13,417,820
Brian H. Sharples	255,669,421	1,532,654	168,645	13,417,820

Proposal 2 — Advisory vote on executive compensation


For	Against	Abstain	Broker Non-Votes
161,820,133	95,339,975	210,612	13,417,820

Proposal 3 — Ratification of the Audit Committee's engagement of Deloitte & Touche LLP as the Company's independent registered public accounting firm for 2025


For	Against	Abstain
257,753,954	12,862,189	172,397

Item 7.01 Regulation FD Disclosure.

On May 6, 2025, 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 8, 2025

/s/ Jeffrey A. Belisle

Jeffrey A. Belisle

Corporate Secretary