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 14, 2021

 

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

 

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 2021 Annual Meeting of Shareholders on June 14, 2021.

 

(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. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 30, 2021.

(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			1,040,792,842				95.68				46,960,109				5,528,783				132,611,618
Wesley G. Bush			1,083,219,771				99.21				8,677,233				1,384,730				132,611,618
Linda R. Gooden			1,086,947,103				99.51				5,338,151				996,480				132,611,618
Joseph Jimenez			1,086,248,464				99.46				5,943,467				1,089,803				132,611,618
Jane L. Mendillo			1,082,069,722				99.07				10,172,673				1,039,339				132,611,618
Judith A. Miscik			1,076,334,551				98.61				15,117,023				1,830,160				132,611,618
Patricia F. Russo			989,022,872				91.19				95,538,219				8,720,643				132,611,618
Thomas M. Schoewe			1,080,096,714				98.92				11,785,544				1,399,476				132,611,618
Carol M. Stephenson			1,063,118,693				97.37				28,703,896				1,459,145				132,611,618
Mark A. Tatum			1,090,260,370				99.82				1,928,091				1,093,273				132,611,618
Devin N. Wenig			1,089,784,412				99.78				2,393,435				1,103,887				132,611,618
Margaret C. Whitman			1,089,916,888				99.79				2,305,587				1,059,259				132,611,618

(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			1,041,571,689				95.27	%
Votes Against			49,557,454
Abstentions			2,152,591
Broker Non-Votes			132,611,618

(3)    Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2021. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2021.

 

Votes For			1,219,955,584				99.52	%
Votes Against			4,799,525
Abstentions			1,138,243
Broker Non-Votes			0

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

 

Votes For			541,477,920				49.53	%
Votes Against			546,534,712
Abstentions			5,269,102
Broker Non-Votes			132,611,618

(5)    A Shareholder Proposal Regarding A Report on Greenhouse Gas Emissions Targets as a Performance Element of Executive Compensation. GM’s shareholders did not approve the shareholder proposal regarding a report on greenhouse gas emissions targets as a performance element of executive compensation.

 

Votes For			171,614,149				15.70	%
Votes Against			882,422,286
Abstentions			39,245,299
Broker Non-Votes			132,611,618

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 16, 2021