UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

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 13, 2022

 

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 2022 Annual Meeting of Shareholders on June 13, 2022.

 

(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 29, 2022.

(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			1,039,068,895				96.00				43,334,388				6,619,561				130,344,095
Aneel Bhusri			1,082,407,112				99.63				4,069,890				2,545,842				130,344,095
Wesley G. Bush			1,074,924,277				98.96				11,281,829				2,816,738				130,344,095
Linda R. Gooden			1,083,001,248				99.70				3,254,292				2,767,304				130,344,095
Joseph Jimenez			1,025,762,525				94.41				60,736,923				2,523,396				130,344,095
Judith A. Miscik			1,075,382,022				99.00				10,838,350				2,802,472				130,344,095
Patricia F. Russo			993,051,809				92.34				82,346,660				13,624,375				130,344,095
Thomas M. Schoewe			1,075,772,231				99.04				10,399,974				2,850,639				130,344,095
Carol M. Stephenson			1,054,305,094				97.06				31,921,439				2,796,311				130,344,095
Mark A. Tatum			1,079,690,772				99.38				6,783,968				2,548,104				130,344,095
Devin N. Wenig			1,083,369,503				99.72				3,092,859				2,560,482				130,344,095
Margaret C. Whitman			1,078,208,931				99.14				9,319,798				1,494,115				130,344,095

(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			1,005,382,990				92.32	%
Votes Against			80,003,171
Abstentions			3,636,683
Broker Non-Votes			130,344,095

(3)    Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2022. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2022.

 

Votes For			1,212,233,262				99.41	%
Votes Against			4,594,488
Abstentions			2,539,189
Broker Non-Votes			0

(4)    Shareholder Proposal to Lower the Ownership Threshold to Call a Special Meeting. GM’s shareholders did not approve the shareholder proposal to lower the ownership threshold to call a special meeting.

 

Votes For			422,415,213				38.79	%
Votes Against			663,278,506
Abstentions			3,329,125
Broker Non-Votes			130,344,095

(5)    A Shareholder Proposal Regarding Separation of Chair and CEO Roles. GM’s shareholders did not approve the shareholder proposal regarding separation of Chair and CEO roles.

 

Votes For			222,140,892				20.40	%
Votes Against			863,656,900
Abstentions			3,225,052
Broker Non-Votes			130,344,095

(6)    A Shareholder Proposal Requesting a Report on the Use of Child Labor in connection with Electric Vehicles. GM’s shareholders did not approve the shareholder proposal requesting a report on the use of child labor in connection with electric vehicles.

 

Votes For			240,069,374				22.04	%
Votes Against			833,595,989
Abstentions			15,357,481
Broker Non-Votes			130,344,095

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 15, 2022