UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On August 15, 2022, the Board of Directors (the “Board”) of General Motors Company (“GM”) elected Joanne Crevoiserat as a member of the Board. The Board has determined that Ms. Crevoiserat 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. Crevoiserat has not yet been named to any committees of the Board.
There are no arrangements or understandings between Ms. Crevoiserat and any other person pursuant to which she was selected as a director, and there are no relationships or transactions to which Ms. Crevoiserat 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. Crevoiserat will receive an annual retainer of $305,000 for her 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. Crevoiserat is required to defer 50% of her annual Board retainer into GM’s Deferred Share Units (“DSUs”) and may elect to defer all or 50% of her remaining Board compensation into additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available to Ms. Crevoiserat until such time as she retires or otherwise leaves the Board, at which time she will receive a cash payment or payments based on the number of DSUs in her 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. Crevoiserat 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 August 16, 2022 | |
| 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/ John S. Kim | |||||
| Date: August 16, 2022 | John S. Kim | |||||
| Assistant Corporate Secretary | ||||||
Exhibit 99.1
Joanne Crevoiserat, CEO of Tapestry, Inc., Joins GM’s Board of Directors
DETROIT – General Motors Co. (NYSE: GM) announced today that Joanne Crevoiserat, 58, chief executive officer of Tapestry, Inc. (NYSE: TPR), has joined its Board of Directors.
Tapestry is a leading New York-based house of modern luxury accessories and lifestyle brands consisting of Coach, Kate Spade and Stuart Weitzman. Crevoiserat joined the company in 2019 as chief financial officer and became CEO in 2020. She also serves on Tapestry’s Board of Directors and is a member of the Business Roundtable. Under her leadership, Tapestry has been ranked among Newsweek’s “America’s Most Responsible Companies,” Forbes’ “Best Employers for Diversity” and certified as a “Great Place to Work®.”
“Joanne’s approach to driving growth, which focuses on integrating data-driven insights to elevate the consumer experience, will be invaluable to GM as we launch our all-electric portfolio, introduce additional software-based services, and scale businesses in new markets,” said GM Chair and CEO, Mary Barra. “As we accelerate our transformation, we have an incredible opportunity to drive loyalty for our iconic brands and attract new customers, which is exactly what Joanne has done at Tapestry.”
Crevoiserat has considerable experience in various financial and operational roles with a focus on company transformation. Her extensive background includes leadership positions at Abercrombie & Fitch, Kohl’s Corporation, Walmart Inc. and May Department Stores. She graduated from the University of Connecticut with a Bachelor of Science degree in finance.
“This is an exciting time to join the GM Board. The company is innovating across every part of the business to drive growth,” said Crevoiserat. “I look forward to serving the Board and GM’s shareholders through this transformation.”
GM’s Board now has 12 directors, with senior leadership and board experience in manufacturing, information technology, digital commerce, retail, higher education, investment management, international affairs, defense, transportation, cybersecurity, and pharmaceuticals, among other fields. Six of GM’s directors are women and 11 are independent.
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 powers 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.
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CONTACTS:
| GM Communications Colleen Oberc 313-409-3323 colleen.oberc@gm.com |
Cautionary Note on Forward-Looking Statements: This press release may include “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent our current judgment about possible future events and are often identified by words such as “anticipate,” “appears,” “approximately,” “believe,” “continue,” “could,” “designed,” “effect,” “estimate,” “evaluate,” “expect,” “forecast,” “goal,” “initiative,” “intend,” “may,” “objective,” “outlook,” “plan,” “potential,” “priorities,” “project,” “pursue,” “seek,” “should,” “target,” “when,” “will,” “would,” or the negative of any of those words or similar expressions. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our most recent Annual Report on Form 10-K and our other filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law.