Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As discussed below in Item 5.07 of this Current Report on Form 8-K, on
June 6, 2017, the shareholders of General Motors Company (the Company) approved the General Motors Company 2017 Short-Term Incentive Plan (the STIP) and the General Motors Company 2017 Long-Term Incentive Plan (the
LTIP and, together with the STIP, the Plans) at the Companys 2017 Annual Meeting of Shareholders (the Annual Meeting). The material terms of the STIP and the LTIP are described in Item No. 3 and Item
No. 4, respectively, of the Companys definitive proxy statement filed with the Securities and Exchange Commission on April 13, 2017 (the Proxy Statement), which descriptions are incorporated by reference herein. The
descriptions of the Plans in the Proxy Statement are qualified in their entirety by reference to the full text of the STIP and the LTIP, as applicable, copies of which were filed as Appendix A and Appendix B, respectively, to the Proxy Statement and
are incorporated by reference herein. The Plans had previously been approved by the Companys Board of Directors and became effective immediately upon shareholder approval.
The form of award agreement for the award of stock options under the LTIP is filed as Exhibit 10.3 hereto and is incorporated by reference
herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On June 6, 2017, the Company held its Annual Meeting. Set forth below are each of the matters submitted to a vote of the shareholders at
the Annual Meeting, and the preliminary voting results reported by the Companys proxy solicitor, Innisfree M&A Incorporated (Innisfree), based on the information available to Innisfree. These results
do not include
(i) shares voted on the green proxy card distributed by Greenlight Capital, Inc. and certain of its affiliates (together, Greenlight) outside of the system maintained by Broadridge Financial Solutions, Inc. (Broadridge),
(ii) shares (A) not represented by a white proxy card returned to the Company, (B) not otherwise known to have been voted at the Annual Meeting and (C) either (I) for which legal proxies were issued (approximately 66,217
shares which number excludes shares represented by legal proxies which are known to have been voted at the Annual Meeting) or (II) held in registered name (approximately 1,554,932 shares, not including registered shares for which a white proxy
card was returned) or (iii) shares voted that Innisfree could not definitively match with a shareholder identified as being a record or beneficial holder of shares of the Companys common stock, par value $0.01 per share (Common
Stock), as of the record date for the Annual Meeting. Further, these preliminary results do not reflect the impact of any revocations of votes previously submitted on the white proxy card either through in-person voting at the Annual Meeting
or through the submission of a later-dated green proxy card outside of the Broadridge system.
In addition to being incomplete for the
reasons described above, these results are preliminary only and are subject to change
based on the final certification of the voting results by the independent inspector of elections for the Annual Meeting, IVS Associates, Inc.
(IVS). The Company will file an amendment to this Current Report on Form 8-K to disclose the final voting results after receiving IVSs final certified report.
As of the close of business on April 7, 2017, the record date for the Annual Meeting, 1,510,395,471 shares of Common Stock were
outstanding and entitled to vote. Based on the preliminary results from Innisfree and subject to the qualifications set forth above, at least 1,246,503,133 shares of Common Stock were voted in person or by proxy at the Annual Meeting,
representing more than 82 percent of the shares entitled to be voted.
The preliminary tabulation from Innisfree of voting results (subject to the caveats noted in the
paragraphs above) for the election of directors and other proposals is set forth below.
Item No. 1 Election of
Directors
. Based on the preliminary results from Innisfree, the Companys shareholders elected the following nominees, constituting the Companys full slate of nominees, to serve on the Companys Board of Directors until the next
annual meeting of shareholders and until their successors have been duly elected or appointed: Mary T. Barra, Theodore M. Solso, Joseph J. Ashton, Linda R. Gooden, Joseph Jimenez, Jane L. Mendillo, Michael G. Mullen, James J. Mulva, Patricia F.
Russo, Thomas M. Schoewe, and Carol M. Stephenson.
The Companys Board of Directors Nominees
|
|
|
|
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Director
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For
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Abstain/Withhold
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Mary T. Barra
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1,142,152,192
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23,050,149
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Theodore M. Solso
|
|
1,158,038,321
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7,162,020
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Joseph J. Ashton
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1,158,281,666
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6,920,676
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Linda R. Gooden
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|
1,154,007,068
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11,193,273
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Joseph Jimenez
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1,145,859,195
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19,341,146
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Jane L. Mendillo
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1,012,503,844
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5,470,701
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Michael G. Mullen
|
|
1,011,656,723
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6,317,822
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James J. Mulva
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1,151,367,822
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13,832,519
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Patricia F. Russo
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1,135,974,888
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29,225,453
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Thomas M. Schoewe
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1,158,399,980
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6,800,361
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Carol M. Stephenson
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968,617,987
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21,158,543
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Greenlights Nominees
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Director
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For
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Abstain/Withhold
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Leo Hindery, Jr.
|
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172,007,528
|
|
1,526,560
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Vinit Sethi
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142,639,469
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2,696,604
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William N. Thorndike, Jr.
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143,799,581
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1,536,492
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Item No. 2 Approval, on an Advisory Basis, of Named Executive Officer Compensation
. Based
on the preliminary results from Innisfree, the Companys shareholders approved, by advisory vote, the compensation of the Companys named executive officers.
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For
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Against
|
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Abstain/Withhold
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1,122,107,343
|
|
37,243,508
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5,865,485
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Item No. 3 Approval of the General Motors Company 2017 Short-Term Incentive Plan
. Based on
the preliminary results from Innisfree, the Companys shareholders approved the General Motors Company 2017 Short-Term Incentive Plan.
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|
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For
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Against
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Abstain/Withhold
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1,120,600,360
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39,097,608
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5,518,948
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Item No. 4 Approval of the General Motors Company 2017 Long-Term Incentive Plan
. Based on
the preliminary results from Innisfree, the Companys shareholders approved the General Motors Company 2017 Long-Term Incentive Plan.
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|
|
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For
|
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Against
|
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Abstain/Withhold
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1,122,249,911
|
|
37,579,925
|
|
5,386,993
|
Item No. 5 Ratification of the Selection of Deloitte & Touche LLP as the
Companys Independent Registered Public Accounting Firm for 2017
. Based on the preliminary results from Innisfree, the Companys shareholders ratified the appointment of Deloitte & Touche LLP as the Companys independent
registered public accounting firm for 2017.
|
|
|
|
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For
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Against
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Abstain/Withhold
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1,226,251,591
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15,966,667
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4,284,876
|
Item No. 6 Shareholder Proposal Regarding Independent Board Chairman
. Based on the
preliminary results from Innisfree, the Companys shareholders did not approve a shareholder proposal regarding an independent board chairman.
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For
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Against
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Abstain/Withhold
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481,780,557
|
|
677,988,562
|
|
5,445,961
|
Item No. 7 Greenlight Proposal Regarding Creation of Dual-Class Common Stock
. Based on the
preliminary results from Innisfree, the Companys shareholders did not approve Greenlights proposal regarding the creation of dual-class common stock.
|
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|
|
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For
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Against
|
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Abstain/Withhold
|
89,631,372
|
|
1,066,859,165
|
|
8,724,129
|