Ford's task -- convince investors that peak not past

Ford Motor Co executives at the annual meeting Thursday in Wilmington, Delaware, will have to make the case that the No. 2 U.S. automaker can outperform rivals in a recovering U.S. market as it did during the crushing downturn in auto sales that began in 2008.

Ford's (F.N) stock price has quintupled since the end of 2008 and it posted a profit last year while U.S. rivals fell into bankruptcy, leaving Chief Executive Alan Mulally and other Ford officers with the task of convincing investors there is more to come.

"If they just keep doing what they are doing now, they should be able to do very, very well," said John Wolkonowicz, a senior auto analyst IHS Global Insight.

At Thursday's annual meeting, Ford will ask shareholders to approve a plan it adopted last September that would tie preserving tax benefits to limiting the potential for a change of control.

Ford, which posted net losses totaling about $30 billion from 2006 through 2008, accumulated net operating losses, capital losses and tax credit carryovers over several years.

Use of those tax benefits would be severely restricted if shareholders of more than 5 percent stakes collectively increased their Ford ownership to more than 50 percentage points over a rolling three-year period.

Shareholders have raised several proposals to be voted on at the meeting, including an annual request to revisit the Ford's ownership structure that gives the Ford family 40 percent voting control through ownership of nearly 71 million Class B shares. The family also holds some of the 3.3 billion common shares.

Trillium Asset Management, which holds a small position in Ford stock, has raised a shareholder proposal for "greater transparency and board oversight of the company's political spending" for the past three years.

But the bigger focus for investors will be the expected update on the automaker's strategy after a restructuring that lowered its break-even point without resorting to the government-backed bankruptcies that reshaped the other members of Detroit's traditional Big Three, General Motors Co GM.UL and Chrysler Group LLC.

One challenge for Ford is to show investors it has a management succession plan to keep its recovery on track beyond the tenure of Mulally, who turns 65 this year, analysts say.