UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
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Soliciting Material Pursuant to ss.240.14a-12 |
GENERAL MOTORS COMPANY
(Name of Registrant as Specified In Its Charter)
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G E N E R A L M O T O R S
April 28, 2017
Dear Fellow Shareholder:
Today we announced our 26th consecutive quarter of strong results. Your highly qualified Board of Directors and management team are executing a successful strategy that is transforming GM for the future. Our achievements include launching dozens of award-winning products around the world, advancing our mission to define and lead the future of personal mobility, delivering record financial results and returning substantial capital to shareholders.
As we continue to implement the plan that is delivering so much progress, one of our shareholders, hedge fund Greenlight Capital, has submitted a proposal that we believe would jeopardize the value of your investment in GM. We want to share more about what is underway at GM so you can better understand what is at stake and why we so strongly urge you to vote the enclosed WHITE proxy card FOR ALL of your Boards nominees and AGAINST the Greenlight dual-class share proposal today.
Strong Operating Performance and Momentum
We are driving strong momentum at GM through excellent operating performance built on outstanding products and unparalleled brands. Every vehicle we make starts with a foundational commitment to safety, quality and performance, attributes the market is recognizing. We achieved the following in 2016:
∎ | Fourth consecutive year of record global sales. |
∎ | More J.D. Power segment winners than any other automaker. |
∎ | 12 models recommended by Consumer Reports. |
∎ | Highest overall U.S. customer loyalty of any U.S. automaker for second straight year. |
At the same time, our intense focus on reducing costs and increasing efficiency is improving our current results and positioning the company to perform well throughout the business cycle.
We are also taking strategic actions to position GMs business for long-term performance. Most significantly, in March we announced the sale of our Opel/Vauxhall business and GM Financials European operations to the PSA Group. This transaction represents another important step in making GM a more focused and more profitable company. Upon closing, we expect to immediately improve our cash flow generation by $1 billion per year, which will translate into greater return of capital for our shareholders. The transaction is also immediately expected to de-risk our business, which will allow us to increase our 2017 returns to shareholders by $2 billion.
Driving Forward with Innovative New Technology
We are also taking important steps to control our future. GM is establishing a leadership position in advanced technology vehicles, as evidenced by the award-winning Chevrolet Bolt EV, the worlds first electric vehicle to combine long range with affordable pricing. Additionally, we are leading in technologies that are reshaping the automotive landscape toward a future of personal mobility that includes ridesharing, car sharing and electric and autonomous vehicles.
Delivering Record-Setting Results
Based on our solid operating performance and ongoing commitment to innovation and technology, we delivered record earnings for the third consecutive year in 2016, and our 2017 first quarter earnings demonstrate that our strategic plan continues to produce strong results.
Returning Substantial Capital to All Shareholders
From 2012 through 2016, we returned $18 billion to shareholders through dividends and share repurchases. In 2017, we expect to return approximately $7 billion in cash to shareholders, including $2.2 billion in dividends. This brings total cash returns to shareholders from 2012 through 2017 to approximately $25 billion, which represents more than 90% of adjusted automotive free cash flow over the same period. The market is beginning to recognize our performance with our Total Shareholder Return for the 2016 calendar year leading all other major global automotive companies. GM is also an industry leader in return on invested capital. We are deploying capital where it is expected to deliver higher returns over the long term.
(2) Based on total estimated dividends and repurchases of $7.2B and net income to common stockholders of $9.3B, based on mid-point of 2017E guidance |
Staying Focused
At this important time for our company, we believe Greenlights proposal presents unprecedented and unnecessary risks that will undermine our progress by injecting uncertainty into our capital structure, causing a likely downgrade of our credit ratings, threatening the value of our stock and creating significant governance conflicts.
Your highly qualified Board and world-class management team are taking all appropriate actions to continue successfully executing our well-defined strategy and delivering increased value for our shareholders. Your Board possesses the right combination of skills and experience required to advance our progress in accordance with our high standards of winning with integrity and strong corporate governance.
To support our efforts and oppose Greenlights risky and disruptive financial engineering experiment, your Board of Directors recommends that you vote FOR ALL of GMs nominees and AGAINST Greenlights dual-class share proposal on the WHITE proxy card.
Anchored by our core values, we continue to work on your behalf to achieve our goal of a sustainable future for GM and our shareholders, customers, employees and communities. We appreciate your ongoing support.
Sincerely,
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Mary T. Barra | Theodore M. Solso | |
Chairman & Chief Executive Officer | Independent Lead Director |
If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies:
INNISFREE M&A INCORPORATED Shareholders Call Toll-Free: (877) 825-8964 Banks and Brokers Call Collect: (212) 750-5833
REMEMBER: We urge you NOT to vote using any green card sent to you by Greenlight, as doing so will revoke your vote on the WHITE proxy card.
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