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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GENERAL MOTORS COMPANY
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G E N E R A L M O T O R S
GM URGES SHAREHOLDERS TO VOTE TODAY ON THE WHITE PROXY CARD FOR ALL OF GMS NOMINEES AND AGAINST THE GREENLIGHT PROPOSAL
We are rapidly approaching the June 6 Annual Meeting and your vote is extremely important to the future of GM
The facts are clear: Your Board and management team are driving change and executing a successful plan to increase the value of your investment.
We:
∎ | have delivered three years of record results(1); |
∎ | outperformed all other global automotive OEM peers in Total Shareholder Return in 2016; and |
∎ | expect to return approximately $25B to shareholders from 2012 through the end of 2017. |
We continue to take focused, disciplined action that is working:
∎ | We are enhancing our core business, investing in initiatives that are establishing our leadership position in the future of personal mobility and deploying capital to higher-return opportunities, including advanced technologies. |
∎ | Weve exited unprofitable markets, streamlined our operations, launched dozens of award-winning products around the world, strengthened our financing arm for competitive advantage, enhanced our capital structure and increased our overall efficiency. |
∎ | The results weve delivered demonstrate our commitment to increasing value for all our shareholders: EPS-diluted increased 152% to $6.00 from 2013 to 2016, while EPS-diluted-adjusted increased 92% to a record $6.12 over the same period. |
Our strong foundation, lower cost base, reduced risk and the increased flexibility weve created will enable us to take further action operational, financial and technological to deliver increased value for our shareholders.
GMs Board is Driving Change
GMs current Board features outstanding leaders with proven experience and deep expertise in strategic development and oversight, finance, capital markets and risk management. And with three new directors joining in just the past two years, we are constantly bringing fresh perspectives to the Board. We believe the current GM Board is composed of the best people the right people to lead us through this period of unprecedented industry change.
In our view, the best choice for shareholders is clear: vote FOR ALL of GMs world-class nominees and support GM on its path of continued value creation.
We Believe Greenlights Flawed Plan Will Not Create Value
In contrast, we believe Greenlights flawed, high-risk proposal will not create value for our shareholders, and threatens to derail our progress and harm your investment.
∎ | A dual-class share structure would not help GM sell more cars, drive higher profitability or generate greater cash flow. |
∎ | Greenlights value creation hypothesis is entirely speculative, as the proposal has no positive effect on our underlying business or cash flows. |
∎ | Even worse, Greenlights idea would reduce the flexibility we need to take actions that will unlock value and, further, would not address the industry-wide issues affecting our valuation. |
Plus, the rating agencies have already weighed in: Greenlights financial engineering experiment would likely cause a downgrade of GMs investment-grade credit rating, which would significantly and adversely affect our cost of capital and GM Financial.
(1) Represents core operating performance (i.e., adjusted for major recall campaigns)
We Believe Greenlights Nominees Will Divert More Resources to the Wrong Idea
Greenlight has made clear that it nominated its director candidates specifically to advance the Greenlight proposal. Make no mistake: we believe a vote for any of Greenlights nominees is a vote for Greenlights financial engineering experiment, for more risk and for greater instability.
Your Board and management have already spent many months and significant resources analyzing Greenlights proposal objectively and thoroughly. There is no new information to change the Boards conclusion that the proposal would undermine our progress and put your investment at risk. Electing Greenlights nominees would simply divert additional time and resources away from important initiatives to drive further change and increase shareholder value.
TO ASSURE THAT WE ARE ABLE TO FOCUS OUR RESOURCES AND ATTENTION ON ADVANCING CHANGE AND INCREASING VALUE, IT IS IMPORTANT THAT YOU VOTE TODAY ON THE WHITE PROXY CARD FOR ALL OF GMS NOMINEES AND AGAINST THE GREENLIGHT PROPOSAL.
Because Time is Short,
WE ENCOURAGE SHAREHOLDERS TO VOTE
Electronically or Over the Phone Today.
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 Shareholders Outside the U.S. and Canada Call: +1 (412) 232-3651 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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