UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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 October 4, 2022, General Motors Company (“GM” or the “Company”) announced that the Company’s Board of Directors (the “Board”) elected Jonathan McNeill as a member of the Board, effective September 30, 2022. The Board has determined that Mr. McNeill is an independent director under New York Stock Exchange listing standards and GM’s independence guidelines, as set forth in its Corporate Governance Guidelines. Mr. McNeill has not yet been named to any committees of the Board.
There are no arrangements or understandings between Mr. McNeill and any other person pursuant to which he was selected as a director, and there are no relationships or transactions to which Mr. McNeill is a party that would require disclosure under Item 404(a) of Regulation S-K.
Like the other non-employee members of the Board, Mr. McNeill will receive an annual retainer of $305,000 for his 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”), Mr. McNeill is required to defer 50% of his annual Board retainer into GM’s Deferred Share Units (“DSUs”) and may elect to defer all or 50% of his remaining Board compensation into additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available to Mr. McNeill until such time as he retires or otherwise leaves the Board, at which time he will receive a cash payment or payments based on the number of DSUs in his account, valued at the average daily market price for the quarter immediately preceding payment.
A copy of the press release announcing the election of Mr. McNeill 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 October 4, 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: October 4, 2022 |
|
John S. Kim Assistant Corporate Secretary | ||||
Exhibit 99.1
Entrepreneur and Venture Capital Investor Jonathan McNeill Joins GM’s Board of Directors
DETROIT – General Motors Co. (NYSE: GM) announced today that entrepreneur and venture capital investor Jonathan McNeill, 55, the co-founder and CEO of DVx Ventures, has joined its Board of Directors.
DVx Ventures is a venture firm focused on creating and scaling breakthrough businesses that will have a positive impact on the world. McNeill founded DVx in 2019 after driving significant growth at Lyft, Inc. as chief operating officer and at Tesla, Inc. as president, Global Sales, Delivery and Service.
Before joining Tesla, McNeill was the CEO of software company Enservio, Inc. Prior to that role, he founded and sold multiple successful technology and retail companies including Midwest Cycling, Sterling Collision Centers, Inc., First Notice Systems and Before You Move. He started his career at Bain & Company, Inc. He also serves on lululemon athletica inc.’s Board of Directors.
“Jon’s passion for customers and track record driving growth in the transportation sector will be a tremendous asset to GM as we accelerate toward an all-electric future,” said GM Chair and CEO Mary Barra. “His experience driving constructive disruption to grow businesses and his commitment to making a positive impact on society will be invaluable as we reimagine how our customers and communities move through the world.”
“I am excited to help GM unlock the opportunities enabled by its transformative investments in technology,” said McNeill. “GM is rapidly changing to meet the world’s need for cleaner and safer transportation and they’re uncovering new growth opportunities with every hardware and software innovation they’re introducing.”
GM’s Board now has 13 directors who have senior leadership and board experience across 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 12 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.
###
CONTACTS:
GM Communications
Colleen Oberc
313-409-3323
colleen.oberc@gm.com