UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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FORM 8-K
___________________
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) June 5, 2014
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GENERAL MOTORS COMPANY
(Exact Name of Registrant as Specified in its Charter)
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DELAWARE (State or other jurisdiction of incorporation) | 001-34960 (Commission File Number) | 27-0756180 (I.R.S. Employer Identification No.) | |
300 Renaissance Center, Detroit, Michigan (Address of Principal Executive Offices) | 48265-3000 (Zip Code) | ||
(313) 556-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
___________________
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:
¨ | 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)) | |
ITEM 8.01 OTHER EVENTS
On June 5, 2014 General Motors Company (GM) issued a press release announcing that it had received the findings of an investigation by former U.S. Attorney Anton Valukas into the Cobalt ignition switch recall. The GM press release regarding the report is incorporated as Exhibit 99.1.
On June 5, 2014 GM issued two press releases (one in the U.S. and one in Canada) announcing that it will implement a compensation program for those who have lost loved ones or who have suffered serious physical injuries as the result of an ignition switch failure in recently recalled vehicles. The GM press releases are incorporated as Exhibits 99.2 and 99.3.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
Exhibit | Description | Method of Filing |
Exhibit 99.1 | Press Release - Valukas Report | Attached as Exhibit |
Exhibit 99.2 | Press Release - Compensation Program U.S. Release | Attached as Exhibit |
Exhibit 99.3 | Press Release - Compensation Program Canada Release | Attached as Exhibit |
SIGNATURE
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.
GENERAL MOTORS COMPANY (Registrant) | ||
/s/ THOMAS S. TIMKO | ||
Date: June 5, 2014 | By: | Thomas S. Timko Vice President, Controller and Chief Accounting Officer |
Exhibit 99.1
For Release: Thursday, June 5, 2014, 9:15 a.m. EDT
GM Receives extremely “thorough", "brutally tough" and “deeply troubling” Valukas Report
• | Will Act on All Recommendations |
• | 15 GM Employees No Longer with Company |
• | 5 other GM Employees Disciplined |
• | Report Reveals No Conspiracy or Cover-Up |
• | Feinberg to Administer Compensation Fund |
DETROIT - General Motors CEO Mary T. Barra said today that GM has received the findings of an investigation by former US Attorney Anton Valukas into the Cobalt ignition switch recall and plans to act on all of its recommendations.
She again expressed deep sympathy for the victims of accidents related to the ignition switch defect and their families. In addition, Barra announced that Kenneth Feinberg will administer a compensation program for those who have lost loved ones or who have suffered serious injuries as the result of an ignition switch failure in recently recalled vehicles.
Barra described the Valukas findings as "extremely thorough, brutally tough, and deeply troubling." Barra said, “Overall the report found that, from start to finish, the Cobalt saga was riddled with failures which led to tragic results for many.”
Barra noted that the report revealed no conspiracy by the company to cover up the facts and no evidence that any employee made a trade-off between safety and cost.
Barra also said that 15 individuals who were determined to have acted inappropriately are no longer with the company. Disciplinary actions have been taken against 5 more people as well.
Tim Solso, chairman of GM, said that the Board has been working closely with the management team to get the facts on the ignition switch issue and to see that changes are made to prevent such a tragedy from ever happening again.
“The Board engaged Anton Valukas to investigate and determine what went wrong while already working with GM’s leadership to make necessary changes,” Solso said. “We have received and reviewed Valukas’ very thorough report and are continuing to work with management to oversee the implementation of the recommendations contained in the report.
“In addition, the Board also retained independent counsel to advise us with respect to this situation and governance and risk management issues. We will establish a standalone risk committee to assist in overseeing these efforts.” Solso said. “The Board, like management, is committed to changing the company’s culture and processes to ensure that the problems described in the Valukas report never happen again.” Solso added, “the Valukas report confirmed that Mary Barra, Mike Millikin and Mark Reuss did not learn about the ignition switch safety issues and the delay in addressing them until after the decision to issue a recall was made on January 31, 2014.”
Barra emphasized to employees that the Company has adopted and will continue to adopt sweeping changes in the way it handles safety issues. The actions to date include:
1). Appointing Jeff Boyer as Vice President of Safety, elevating and integrating GM’s safety processes under a single leader
2). Adding 35 safety investigators that will allow GM to identify and address issues much more quickly
3). Instituting the Speak up for Safety program encouraging employees to report potential safety issues quickly and forcefully
4). Creating a new Global Product Integrity organization, to enhance overall safety and quality performance, and
5). Restructuring the recall decision making process to raise it to the highest levels of the company.
In her remarks to employees, Barra said she is committed to leading "in a way that brings honor and respect to this company."
"Together we have to understand that the attitudes and practices that allowed this failure to occur will not be tolerated. Also, if we think that cleaning up this problem and making a few process changes will be enough, we are badly mistaken. Our job is not just to fix the problem. Our job must be to set a new industry standard for safety, quality, and excellence.”
Forward-Looking Statements
In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “possible,” “potential,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “appears,” “projected,” “positioned,” “outlook” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation of product recalls; our ability to maintain adequate financing sources, including as required to fund our planned significant investment in new technology; our ability to successfully integrate Ally Financial’s International Operations; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; overall strength and stability of our markets, particularly outside of North America and China; costs and risks associated with litigation, government investigations, and compensation program, including those related to our recent recalls; our ability to remain competitive in Korea and our ability to continue to attract new customers, particularly for our new products. GM's most recent annual report on Form 10-K and quarterly report on Form 10-Q provides information about these and other factors, which we may revise or supplement in future reports to the SEC.
General Motors Co. (NYSE:GM, TSX: GMM) and its partners produce vehicles in 30 countries, and the company has leadership positions in the world's largest and fastest-growing automotive markets. GM, its subsidiaries and joint venture entities sell vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang, Opel, Vauxhall and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety, security and information services, can be found at http://www.gm.com.
Exhibit 99.2
For Release: Thursday, June 5, 2014, 9:15 a.m. EDT
GM TO IMPLEMENT COMPENSATION PROGRAM FOR IGNITION SWITCH RECALL
DETROIT - General Motors today announced that it will implement a compensation program for those who have lost loved ones or who have suffered serious physical injuries as the result of an ignition switch failure in recently recalled vehicles.
“We are taking responsibility for what has happened by taking steps to treat these victims and their families with compassion, decency and fairness,” said GM CEO Mary Barra. “We made serious mistakes in the past and as a result we’re making significant changes in our company to ensure they never happen again.”
The program will be independently administered by Kenneth Feinberg, who is highly regarded for his handling of other significant compensation programs.
The program is expected to cover approximately 1.6 million model-year 2003-2007 recalled vehicles manufactured with an ignition switch defect and approximately 1 million model-year 2008-2011 recalled vehicles that may have been repaired with a recalled ignition switch.
Pending the independent administrator’s development of final guidelines for the compensation program, GM currently expects the program will begin to accept claims on August 1, 2014. It is GM’s understanding that the administrator’s final compensation program guidelines will be developed in the coming weeks, and will include details on where and how to apply for compensation.
General Motors Co. (NYSE:GM, TSX: GMM) and its partners produce vehicles in 30 countries, and the company has leadership positions in the world's largest and fastest-growing automotive markets. GM, its subsidiaries and joint venture entities sell vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang, Opel, Vauxhall and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety, security and information services, can be found at http://www.gm.com.
# # #
CONTACT:
Dave Roman 313-498-1735 GM Communications dave.roman@gm.com | |
Forward-Looking Statements
In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “possible,” “potential,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “appears,” “projected,” “positioned,” “outlook” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and
avoid material vehicle recalls and the cost and effect on our reputation of product recalls; our ability to maintain adequate financing sources, including as required to fund our planned significant investment in new technology; our ability to successfully integrate Ally Financial’s International Operations; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; overall strength and stability of our markets, particularly outside of North America and China; costs and risks associated with litigation, government investigations, and compensation program, including those related to our recent recalls; our ability to remain competitive in Korea and our ability to continue to attract new customers, particularly for our new products. GM's most recent annual report on Form 10-K and quarterly report on Form 10-Q provides information about these and other factors, which we may revise or supplement in future reports to the SEC.
Exhibit 99.3
 | |||
 | General Motors of Canada Limited | GM Communications Oshawa, Ontario media.gm.ca | |
GENERAL MOTORS OF CANADA ADOPTS COMPENSATION PROGRAM
FOR IGNITION SWITCH RECALL
Oshawa, Ontario (June 5, 2014) - General Motors of Canada Limited today announced that it will adopt the same compensation program for Canadians who have lost loved ones or who have suffered serious physical injuries as the result of an ignition switch failure in recently recalled vehicles, as was announced today by GM Company in the United States.
"We are taking responsibility for what has happened by taking steps to treat these victims and their families with compassion, decency and fairness," said GM CEO Mary Barra. “We made serious mistakes in the past and as a result we’re making significant changes in our company to ensure they never happen again.”
"On behalf of the employees of GM of Canada, we express our deepest sympathies to the victims and their families,” said Kevin Williams, president and managing director, GM Canada. “By adopting the compensation program in Canada, we’re ensuring that Canadians are treated with compassion, decency and fairness.”
The program will be independently administered by Kenneth Feinberg, who is highly regarded for his handling of other significant compensation programs.
The program is expected to cover approximately 1.6 million model-year 2003-2007 recalled vehicles manufactured with an ignition switch defect and approximately 1 million model-year 2008-2011 recalled vehicles that may have been repaired with a recalled ignition switch, including Canadian recalled vehicles.
Pending the independent administrator’s development of final guidelines for the compensation program, GM currently expects the program will begin to accept claims on August 1, 2014. It is GM’s understanding that the administrator’s final compensation program guidelines will be developed in the coming weeks, and will include details on where and how to apply for compensation.
About GM Canada
Headquartered in Oshawa, Ontario, General Motors of Canada Limited (GMCL) employs more than 9,000 people across the country and is a recognized leader in green manufacturing. GMCL markets the full range of fuel-efficient Chevrolet, Buick, GMC and Cadillac vehicles and related services through Canada's largest automotive dealer network. More information regarding GMCL models can be found at www.gm.ca, or by following @GMCanada on Twitter.
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For further information, contact:
Faye Roberts
GM Canada
905-644-3150
Adria MacKenzie
GM Canada
905-644-6044
Forward-Looking Statements
In this press release and in related comments by our management, our use of the words “expect,” “anticipate,” “possible,” “potential,” “target,” “believe,” “commit,” “intend,” “continue,” “may,” “would,” “could,” “should,” “project,” “appears,” “projected,” “positioned,” “outlook” or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation of product recalls; our ability to maintain adequate financing sources, including as required to fund our planned significant investment in new technology; our ability to successfully integrate Ally Financial’s International Operations; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; overall strength and stability of our markets, particularly outside of North America and China; costs and risks associated with litigation, government investigations, and compensation program, including those related to our recent recalls; our ability to remain competitive in Korea and our ability to continue to attract new customers, particularly for our new products. GM's most recent annual report on Form 10-K and quarterly report on Form 10-Q provides information about these and other factors, which we may revise or supplement in future reports to the SEC.