8-K
General Motors Co (GM)
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 16, 2020
GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
| DELAWARE | 001-34960 | 27-0756180 |
|---|---|---|
| (State or other jurisdiction<br> <br>of incorporation) | (Commission<br> <br>File Number) | (I.R.S. Employer<br> <br>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)) |
| --- | --- |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading<br> <br>Symbol(s) | Name of each exchange<br> <br>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 2020 Annual Meeting of Shareholders on June 16, 2020. |
| --- | --- |
| (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. |
| --- | --- |
(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 | 1,067,145,794 | 96.6 | 38,050,531 | 6,538,068 | 136,963,862 | |||||
| Theodore M. Solso | 1,099,846,515 | 99.1 | 10,461,105 | 1,426,768 | 136,963,862 | |||||
| Wesley G. Bush | 1,106,865,019 | 99.7 | 3,465,790 | 1,403,579 | 136,963,862 | |||||
| Linda R. Gooden | 1,107,069,657 | 99.7 | 3,303,055 | 1,361,676 | 136,963,862 | |||||
| Joseph Jimenez | 1,103,340,247 | 99.4 | 6,983,171 | 1,410,970 | 136,963,862 | |||||
| Jane L. Mendillo | 1,009,892,040 | 99.1 | 10,459,328 | 1,383,020 | 136,963,862 | |||||
| Judith A. Miscik | 1,106,573,782 | 99.7 | 3,768,625 | 1,391,981 | 136,963,862 | |||||
| Patricia F. Russo | 1,026,251,380 | 93.0 | 77,064,001 | 8,419,007 | 136,963,862 | |||||
| Thomas M. Schoewe | 1,107,006,448 | 99.7 | 3,286,458 | 1,441,482 | 136,963,862 | |||||
| Carol M. Stephenson | 1,093,055,144 | 98.4 | 17,217,923 | 1,407,321 | 136,963,862 | |||||
| Devin N. Wenig | 1,106,969,147 | 99.7 | 3,326,166 | 1,439,075 | 136,963,862 |
(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 | 1,072,403,797 | 96.5 | |
| Votes Against | 36,707,477 | 3.3 | |
| Abstentions | 2,623,114 | ||
| Broker Non-Votes | 136,963,862 |
(3) Board Proposal to Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation. GM’s shareholders, by advisory vote, approved the Board’s recommendation to hold future advisory votes on named executive officer compensation every year.
| % | |||
|---|---|---|---|
| Votes For 1 Year | 1,081,196,222 | 97.3 | |
| Votes For 2 Years | 1,055,846 | 0.1 | |
| Votes For 3 Years | 27,122,835 | 2.4 | |
| Abstentions | 2,359,485 | ||
| Broker Non-Votes | 136,963,862 |
(4) Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2020. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2020.
| % | |||
|---|---|---|---|
| Votes For | 1,241,798,078 | 99.4 | |
| Votes Against | 4,926,050 | 0.4 | |
| Abstentions | 1,974,112 |
Broker Non-Votes Brokers were permitted to cast shareholder non-votes (i.e., uninstructed shares) at their discretion on this proposal item and such non-votes are reflected in the votes for or against or abstentions.
(5) Board Proposal to Approve the General Motors Company 2020 Long-Term Incentive Plan. GM’s shareholders approved General Motors Company 2020 Long-Term Incentive Plan.
| % | |||
|---|---|---|---|
| Votes For | 1,073,000,872 | 96.5 | |
| Votes Against | 36,890,351 | 3.4 | |
| Abstentions | 1,843,165 | ||
| Broker Non-Votes | 136,963,862 |
(6) Shareholder Proposal Regarding Shareholder Written Consent. GM’s shareholders did not approve the shareholder proposal regarding shareholder written consent.
| % | |||
|---|---|---|---|
| Votes For | 453,177,690 | 40.8 | |
| Votes Against | 655,480,632 | 59.0 | |
| Abstentions | 3,076,066 | ||
| Broker Non-Votes | 136,963,862 |
(7) Shareholder Proposal to Amend the Shareholder Aggregation Limit in the Proxy Access Provision of the Company’s Bylaws. GM’s shareholders did not approve the shareholder proposal to amend the shareholder aggregation limit in the proxy access provision of the Company’s bylaws.
| % | |||
|---|---|---|---|
| Votes For | 228,230,180 | 20.5 | |
| Votes Against | 879,481,488 | 79.1 | |
| Abstentions | 4,022,720 | ||
| Broker Non-Votes | 136,963,862 |
(8) Shareholder Proposal Regarding Human Rights Policy Implementation. GM’s shareholders did not approve the shareholder proposal regarding human rights policy implementation.
| % | |||
|---|---|---|---|
| Votes For | 340,067,942 | 30.6 | |
| Votes Against | 715,980,094 | 64.4 | |
| Abstentions | 55,686,352 | ||
| Broker Non-Votes | 136,963,862 |
(9) Shareholder Proposal Regarding Report on Lobbying Communications and Activities. GM’s shareholders did not approve the shareholder proposal regarding lobbying communications and activities.
| % | |||
|---|---|---|---|
| Votes For | 364,474,084 | 32.8 | |
| Votes Against | 735,888,033 | 66.2 | |
| Abstentions | 11,372,271 | ||
| Broker Non-Votes | 136,963,862 |
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<br> <br>Corporate Secretary |
Date: June 18, 2020