UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549- 1004
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(I.R.S. Employer Identification No.) |
| |
||
| (Address of principal executive offices) | (Zip Code) |
(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 | ||
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 March 25, 2021, the Board of Directors (the “Board”) of General Motors Company (“GM”) elected Margaret C. Whitman and Mark A. Tatum as members of the Board. The Board has determined that each of Ms. Whitman and Mr. Tatum is an independent director under New York Stock Exchange listing standards and GM’s independence guidelines, as set forth in its Corporate Governance Guidelines. Ms. Whitman and Mr. Tatum have not yet been named to any committees of the Board.
There are no arrangements or understandings between either Ms. Whitman or Mr. Tatum and any other person pursuant to which they were selected as directors, and there are no relationships or transactions to which either Ms. Whitman or Mr. Tatum is a party that would require disclosure under Item 404(a) of Regulation S-K.
Like the other non-employee members of the Board, Ms. Whitman and Mr. Tatum will each receive an annual retainer of $285,000 for their service on the Board (prorated to reflect the date service began) and personal accident insurance, and will also participate in the company vehicle program.
Under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Plan”), Ms. Whitman and Mr. Tatum are each required to defer 50% of their annual Board retainer into GM’s Deferred Share Units (“DSUs”) and may elect to defer all or 50% of their remaining Board compensation into additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available to Ms. Whitman or Mr. Tatum, respectively, until such time as they retire or otherwise leave the Board, at which time they will receive a cash payment or payments based on the number of DSUs in their account, valued at the average daily market price for the quarter immediately preceding payment.
A copy of the press release announcing the election of Ms. Whitman and Mr. Tatum to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release issued by General Motors Company, dated March 25, 2021 | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | |
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) | |||
|
|
|
By: | /s/ Ann Cathcart Chaplin | |||
| Date: March 25, 2021 |
|
|
Ann Cathcart Chaplin Corporate Secretary and Deputy General Counsel | |||
Exhibit 99.1
For Release: Thursday, March 25, 2021
Meg Whitman and Mark Tatum Join GM’s Board of Directors
Tech leader and NBA executive further expand GM Board’s diversity and leadership experience
DETROIT – Meg Whitman, a technology leader and former head of Hewlett Packard Enterprise, and Mark Tatum, Deputy Commissioner and Chief Operating Officer of the National Basketball Association, are joining the Board of Directors of General Motors Co. (NYSE: GM) effective today, the company announced.
With the election of Whitman, 64, and Tatum, 51, GM now has 13 directors. The company’s twelve independent directors have senior leadership and board experience in information technology, digital commerce, retail, higher education, investment management, international affairs, defense, transportation, cybersecurity, and pharmaceuticals, among others. Seven GM directors are women.
“Our diverse Board of Directors is a competitive advantage for GM as we work to deliver a better, safer and more sustainable world,” said GM Chairman and CEO Mary Barra. “Mark and Meg will bring unique experiences to the Board, especially in technology, brand building and customer experience that will help us drive value for shareholders and other GM stakeholders now and into the future.”
Last year, GM announced it is investing $27 billion through 2025 to launch 30 electric vehicles globally and commercialize self-driving technology. The company expects to sell more than 1 million EVs annually by mid-decade and targets EV market leadership in North America. The company has also announced its commitment to become carbon neutral in global products and operations by 2040, and it aspires to eliminate tailpipe emissions from new light-duty vehicles by 2035.
Whitman said, “I have tremendous respect for the commitments Mary and her team are making and the culture they have been building. GM’s growth strategy has all the elements of a startup but with far greater scale, millions of customers, and a strong underlying business. This makes it a very exciting time to join the Board.”
Whitman was most recently president of Quibi Holdings LLC, a media start-up, from 2018-2021. She was president and CEO of computer hardware and services multinational Hewlett-Packard Co. from 2011-2015; CEO of Hewlett Packard Enterprise, a global, edge-to-cloud platform-as-a-service company from 2015-2018; and president and CEO of eBay Inc., from 1998-2008, a period of explosive growth for the company. Whitman earned an undergraduate degree in economics from Princeton University and an MBA from Harvard University.
Tatum said, “GM is changing a more than 100-year-old business model and marshalling thousands of people and billions of dollars to drive solutions that matter for the environment, communities, businesses and investors. Joining the Board and helping accelerate that change is an honor and I look forward to working with the GM team and my fellow directors to make it happen.”
Tatum was appointed NBA Deputy Commissioner and Chief Operating Officer in early 2014. In his current role, he is responsible for the NBA’s global business operations, including leading the NBA’s international efforts. Tatum also oversees the Global Partnerships, Marketing, Team Marketing and Business Operations and Communications departments, in addition to the NBA G League and NBA 2K League. He joined the NBA in 1999. Tatum received a bachelor’s degree in Business Management and Marketing from Cornell University and an MBA from Harvard University.
The Board will stand for election at the company’s annual shareholders meeting on June 14, 2021. The company’s proxy materials will be distributed at the end of April.
General Motors (NYSE:GM) is a global company focused on advancing an all-electric future that is inclusive and accessible to all. At the heart of this strategy is the Ultium battery platform, which is planned to power everything from mass-market to high-performance vehicles. General Motors, its subsidiaries and its joint venture entities sell vehicles under the Chevrolet, Buick, GMC, Cadillac, Baojun and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety and security services, can be found at https://www.gm.com.
###
CONTACT:
Jim Cain
GM Communications
313-407-2843
james.cain@gm.com