UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549-1004
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) February 11, 2019
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE | 001-34960 | 27-0756180 | ||
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
300 Renaissance Center, Detroit, Michigan | 48265-3000 | |||
(Address of principal executive offices) | (Zip Code) | |||
(313) 667-1500
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)) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On February 11, 2019, the Board of Directors (the “Board”) of General Motors Company (“GM”) elected Wesley G. "Wes" Bush as a member of the Board. The Board has determined that Mr. Bush is an independent director under New York Stock Exchange listing standards and GM’s independence guidelines, as set forth in its Corporate Governance Guidelines. Mr. Bush has not yet been named to any committees of the Board.
Like the other non-employee members of the Board, Mr. Bush will receive an annual retainer of $285,000 for his service on the Board (prorated to reflect the date his service began) and personal accident insurance and will participate in the company vehicle program.
Under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Plan”), Mr. Bush is required to defer 50% of his annual Board retainer into GM’s Deferred Share Units (“DSUs”) and may elect to defer all or 50% of his remaining Board compensation in additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available until after Mr. Bush retires or otherwise leaves the Board, at which time he will receive a cash payment or payments based on the number of DSUs in his account, valued at the average daily market price for the quarter immediately preceding payment.
A copy of the press release announcing Mr. Bush’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 9.01. | Financial Statements and Exhibits |
EXHIBIT
Exhibit | Description | |
Exhibit 99.1 | ||
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/ Rick E. Hansen | ||
By: | Rick E. Hansen | |
Assistant General Counsel and Corporate Secretary | ||
Date: February 11, 2019
For Immediate Release: Monday, Feb. 11, 2019
Wesley G. Bush Appointed to GM Board of Directors
DETROIT — General Motors Co. announced the election of Wesley G. “Wes” Bush to its Board of Directors. A leader in engineering, technology and manufacturing, Bush currently serves as the Chairman of Northrop Grumman’s Board of Directors.
“Wes has a strong track record of creating shareholder value in a complex manufacturing enterprise known for its advanced engineering and technology,” said GM Chairman and CEO Mary Barra. “He will bring strong financial acumen, excellent strategic instincts and an ability to think broadly about complex business issues to our board.”
Bush, 57, served as chief executive officer of Northrop Grumman from 2010 through 2018 and as chairman since 2011. Prior to 2010, he served in various leadership roles, including as the company’s president and chief operating officer, corporate vice president and chief financial officer, and president of the company’s Space Technology sector. Bush also served in various leadership roles at TRW, prior to its acquisition by Northrop Grumman in 2001.
Bush earned a bachelor’s degree and a master’s degree in electrical engineering from the Massachusetts Institute of Technology. He also completed the UCLA Executive Management Program. He is a member of the National Academy of Engineering.
The election of Bush to the board brings GM’s Board of Directors to 13 members, 12 of whom are non-employee directors.
General Motors (NYSE:GM) is committed to delivering safer, better and more sustainable ways for people to get around. General Motors, its subsidiaries and its joint venture entities sell vehicles under the Cadillac, Chevrolet, Baojun, Buick, GMC, Holden, Jiefang and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety and security services, Maven, its personal mobility brand, and Cruise, its autonomous vehicle ride-sharing company, can be found at http://www.gm.com.
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CONTACT:
Tom Henderson
GM Finance Communications
Tom.e.henderson@gm.com
313-667-2702