UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) January 4, 2016
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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)
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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
The Board of Directors (the “Board”) of General Motors Company (the “Company”) has considered the appropriate leadership structure for the Company and has concluded that it is in the best interests of the Company to combine the roles of Chairman of the Board and Chief Executive Officer of the Company so that the Company’s stakeholders will have a clear and singular vision of the future during a time of unprecedented industry change.
On January 4, 2016, the Board elected Mary T. Barra, the Chief Executive Officer of the Company, to the additional position of Chairman of the Board, effective immediately, to succeed Theodore M. Solso. In addition, the independent members of the Board elected Mr. Solso to serve as the Company’s independent Lead Director, effective immediately. A copy of the related press release is attached hereto as Exhibit 99.1 and is incorporated in this Item 8.01 by reference.
The Board recognizes the importance of strong independent leadership on the Board and believes that as the independent Lead Director Mr. Solso will continue to provide strong leadership, oversight and other benefits to the Company. In addition to maintaining a significant majority of independent directors, the Board approved certain enhancements to the duties and responsibilities of the Lead Director under the Company’s Corporate Governance Guidelines.
The complete text of the Company’s Corporate Governance Guidelines, as amended, is set forth on the Company’s investor relations web site.
ITEM 9.01 Financial Statements and Exhibits
EXHIBIT
Exhibit | Description | Method of Filing |
Exhibit 99.1 | Press Release Dated January 4, 2016 | 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/ JILL E. SUTTON | ||
Date: January 4, 2016 | By: | Jill E. Sutton Deputy General Counsel & Corporate Secretary |
Exhibit 99.1
For Release: Monday, Jan. 4, 2016, 2 p.m. EST
Barra Named Chairman of GM Board of Directors
Solso to Stay on as Lead Independent Director
DETROIT - The General Motors Board of Directors today announced it has unanimously elected Mary Barra as its next Chairman, effective immediately. She succeeds Theodore (Tim) Solso, who will continue serving as the Board’s Lead Independent Director.
Barra has served as GM CEO since Jan. 15, 2014.
“At a time of unprecedented industry change, the Board concluded it is in the best interests of the company to combine the roles of Chair and CEO in order to drive the most efficient execution of our plan and vision for the future,” said Solso. “With GM consistently delivering on its targets and on track to generate significant value for its shareholders, this is the right time for Mary to assume this role.”
Solso indicated Barra has set a clear vision for the organization over the past two years, formed a strong leadership team from inside and outside the company, delivered strong operating results and led the introduction of breakthrough vehicles and technologies.
“The Board has improved the overall governance of the company over the past two years and as Lead Independent Director, I expect to continue to build on this solid foundation,” Solso said. “The Board also plans to broaden its active engagement with shareholders as we go forward.”
Said Barra: “I am honored to serve as Chair of the Board of Directors. With the support of our Board, we will continue to drive shareholder value by improving our core business and leading in the transformation of personal mobility.”
Prior to being named CEO in 2014, Barra served as executive vice president, Global Product Development, Purchasing & Supply Chain since August 2013, and as senior vice president, Global Product Development since February 2011. In these roles, she was responsible for the design, engineering, program management and quality of GM vehicles around the world.
Previously, Barra served as GM vice president, Global Human Resources; vice president, Global Manufacturing Engineering; plant manager, Detroit Hamtramck Assembly; executive director of Competitive Operations Engineering; and in several engineering and staff positions.
In 1990, Barra graduated with an MBA from the Stanford Graduate School of Business after receiving a GM fellowship in 1988.
Barra began her career with GM in 1980 as a General Motors Institute (Kettering University) co-op student at the Pontiac Motor Division. She graduated with a bachelor’s degree in electrical engineering in 1985.
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.
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CONTACT:
Pat Morrissey
GM Communications
313-407-4548
patrick.e.morrissey@gm.com