General Motors Co DE false 0001467858 0001467858 2020-06-16 2020-06-16

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) June 16, 2020

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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Common Stock, $0.01 par value		GM		New York Stock Exchange

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 5.07.

Submission of Matters to a Vote of Security Holders.

(a)	General Motors Company (“GM”) held its 2020 Annual Meeting of Shareholders on June 16, 2020.

(b)

GM shareholders voted on the matters set forth below, with final voting results indicated. For the election of Directors, each nominee who received a majority of votes cast (i.e., votes for exceeded votes against, with abstentions having no effect) was elected as a Director. All other items were approved if the number of shares voted for exceeded the number of shares voted against, with abstentions counted as votes against.

(1)    Election of Directors. GM’s shareholders elected the Board’s nominees for one-year terms:

Director		Votes For				%				Votes Against				Abstentions				Broker Non-Votes
Mary T. Barra			1,067,145,794				96.6				38,050,531				6,538,068				136,963,862
Theodore M. Solso			1,099,846,515				99.1				10,461,105				1,426,768				136,963,862
Wesley G. Bush			1,106,865,019				99.7				3,465,790				1,403,579				136,963,862
Linda R. Gooden			1,107,069,657				99.7				3,303,055				1,361,676				136,963,862
Joseph Jimenez			1,103,340,247				99.4				6,983,171				1,410,970				136,963,862
Jane L. Mendillo			1,009,892,040				99.1				10,459,328				1,383,020				136,963,862
Judith A. Miscik			1,106,573,782				99.7				3,768,625				1,391,981				136,963,862
Patricia F. Russo			1,026,251,380				93.0				77,064,001				8,419,007				136,963,862
Thomas M. Schoewe			1,107,006,448				99.7				3,286,458				1,441,482				136,963,862
Carol M. Stephenson			1,093,055,144				98.4				17,217,923				1,407,321				136,963,862
Devin N. Wenig			1,106,969,147				99.7				3,326,166				1,439,075				136,963,862

(2)    Board Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation. GM’s shareholders approved, by advisory vote, the compensation of GM’s named executive officers.

						%
Votes For			1,072,403,797				96.5
Votes Against			36,707,477				3.3
Abstentions			2,623,114
Broker Non-Votes			136,963,862

(3)    Board Proposal to Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation. GM’s shareholders, by advisory vote, approved the Board’s recommendation to hold future advisory votes on named executive officer compensation every year.

						%
Votes For 1 Year			1,081,196,222				97.3
Votes For 2 Years			1,055,846				0.1
Votes For 3 Years			27,122,835				2.4
Abstentions			2,359,485
Broker Non-Votes			136,963,862

(4)    Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2020. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2020.

						%
Votes For			1,241,798,078				99.4
Votes Against			4,926,050				0.4
Abstentions			1,974,112

Broker Non-Votes    Brokers were permitted to cast shareholder non-votes (i.e., uninstructed shares) at their discretion on this proposal item and such non-votes are reflected in the votes for or against or abstentions.

(5)    Board Proposal to Approve the General Motors Company 2020 Long-Term Incentive Plan. GM’s shareholders approved General Motors Company 2020 Long-Term Incentive Plan.

						%
Votes For			1,073,000,872				96.5
Votes Against			36,890,351				3.4
Abstentions			1,843,165
Broker Non-Votes			136,963,862

(6)    Shareholder Proposal Regarding Shareholder Written Consent. GM’s shareholders did not approve the shareholder proposal regarding shareholder written consent.

						%
Votes For			453,177,690				40.8
Votes Against			655,480,632				59.0
Abstentions			3,076,066
Broker Non-Votes			136,963,862

(7)    Shareholder Proposal to Amend the Shareholder Aggregation Limit in the Proxy Access Provision of the Company’s Bylaws. GM’s shareholders did not approve the shareholder proposal to amend the shareholder aggregation limit in the proxy access provision of the Company’s bylaws.

						%
Votes For			228,230,180				20.5
Votes Against			879,481,488				79.1
Abstentions			4,022,720
Broker Non-Votes			136,963,862

(8)    Shareholder Proposal Regarding Human Rights Policy Implementation. GM’s shareholders did not approve the shareholder proposal regarding human rights policy implementation.

						%
Votes For			340,067,942				30.6
Votes Against			715,980,094				64.4
Abstentions			55,686,352
Broker Non-Votes			136,963,862

(9)    Shareholder Proposal Regarding Report on Lobbying Communications and Activities. GM’s shareholders did not approve the shareholder proposal regarding lobbying communications and activities.

						%
Votes For			364,474,084				32.8
Votes Against			735,888,033				66.2
Abstentions			11,372,271
Broker Non-Votes			136,963,862

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.

Date: June 18, 2020