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) April 17, 2018
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
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)) |
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 April 17, 2018, the Board of Directors (the “Board”) of General Motors Company (“GM”) elected Devin N. Wenig as a member of the Board. The Board has determined that Mr. Wenig 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. Wenig has not yet been named to any committees of the Board.
Like the other non-employee members of the Board, Mr. Wenig will receive an annual retainer of $285,000 for his service on the Board (prorated to reflect the date his service began) and personal accident insurance and will participate in the company vehicle program.
Under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Plan”), Mr. Wenig 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 in additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available until after Mr. Wenig 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 Mr. Wenig’s election is attached hereto as Exhibit 99.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits |
EXHIBIT
| Exhibit |
Description | |
| Exhibit 99.1 | Press Release issued by General Motors Company, dated April 19, 2018. | |
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) | ||||||
| /s/ Rick E. Hansen | ||||||
| By: | Rick E. Hansen | |||||
| Assistant General Counsel and Corporate Secretary | ||||||
Date: April 19, 2018
Exhibit 99.1
For Immediate Release: Thursday, April 19, 2018
eBay CEO Devin Wenig Elected to GM Board of Directors
DETROIT — General Motors Co. announced today the election of eBay President and CEO Devin Wenig to its Board of Directors.
“Devin brings significant expertise in technology, global operations and strategic planning to our board,” said GM Chairman and CEO Mary Barra. “His experience in customer-facing roles and insights into digital marketplaces will enhance our current and future business priorities at a critical time in the company’s journey.”
Wenig, 51, was appointed president and chief executive officer of eBay in July 2015. He joined the company in 2011 to oversee eBay’s Marketplace business as its president. Before joining eBay Wenig spent more than 18 years at Thomson Reuters, and was chief executive officer of Thomson Reuters Markets for the last four.
Wenig earned a bachelor’s degree from Union College and a Juris Doctor from Columbia University Law School. He is a co-chair of the Governors of the Consumer Industries for the World Economic Forum, member of the Business Council and a trustee of the Paley Media Center.
The election of Wenig to the board’s slate of nominees will bring GM’s Board of Directors to 11 members, 10 of whom are non-employee directors. Wenig will stand for election at GM’s Annual Meeting of Shareholders on June 12, 2018.
General Motors Co. (NYSE:GM) has leadership positions in the world’s largest and fastest-growing automotive markets. GM, its subsidiaries and joint venture entities sell vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety, security and information services, can be found at http://www.gm.com
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CONTACT:
Tom Henderson
GM Communications
313-410-2704
tom.e.henderson@gm.com