General Motors Co (GM) June 2, 2026 Annual General Meeting Transcript

Welcome to the General Motors 2026 Annual Meeting of Shareholders. I am John Kim, Assistant Corporate Secretary. Joining me today are Mary Barra, Chair and CEO, and Grant Dixton, Executive Vice President, Chief Legal and Public Policy Officer, and Corporate Secretary. Grant has been designated to conduct the business portion of our meeting and will serve as the meeting secretary. Following adjournment, Mary will answer questions from shareholders. The agenda, along with the rules of conduct, are available for download by clicking the links on the webcast platform. All shareholders entitled to vote at this meeting may do so by clicking the Vote Here button at the bottom of their screen. The polls will remain open until we have concluded the official portion of the meeting. During today's meeting, management may make forward-looking statements about our business. These statements are subject to risks and uncertainties that could cause our actual results to differ materially. These risks and uncertainties include the factors identified in our filings with the Securities and Exchange Commission. Please review the Safe Harbor Statement in the Rules of Conduct as the content of today's meeting will be governed by this language. If we discuss non-GAAP financial measures in today's presentations, a reconciliation to the most directly comparable GAAP measure is provided in our SEC filings, which are available on our website at investor.gm.com. I will now turn it over to Grant.

Thank you, John. Let me first acknowledge that each of the board nominees has joined the meeting today. Also attending the meeting are members of GM's senior leadership team, representatives of our independent auditor, Ernst & Young LLP, and a representative from Broadridge Financial Solutions who will serve as the Inspector of Elections. I now call the 2026 Annual Meeting of Shareholders to order. Based on information from the Inspector of Elections, we have the required quorum as a majority of GM's Outstanding Commons stock is represented at the meeting in person or by proxy. The meeting agenda lists all items of business to be considered. On behalf of the Board, I now move these items of business and nominate the Board's nominees for election. Mary Barra, who acts as proxy for all shares that have been voted thus far, seconds this motion. I declare that the meeting has been duly convened and may be adjourned at any time, if necessary. The first item of business is the election of 10 directors. Your board recommends a vote for each of the director nominees. The second item of business is a proposal to ratify the Audit Committee's selection of Ernst & Young LLP as the company's independent registered public accounting firm for 2026. Your board recommends a vote for this proposal. The third item of business is an advisory vote on the compensation of our named executive officers. Your board recommends a vote for this proposal. The fourth item of business is an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers. Your board recommends that shareholders vote to hold future advisory votes on named executive officer compensation every year. The fifth item of business is a proposal to approve Amendment No. 2 to GM's 2020 Long-Term Incentive Plan to increase the number of shares available for issuance under the plan. The Board recommends a vote for this proposal. Item 6 on our agenda is a shareholder proposal requesting the company separate the role of board chair and CEO. I understand that a representative from the National Legal and Policy Center has provided prerecorded remarks, which we will now play.

I'm Paul Chesser of National Legal and Policy Center presenting Item 6, which requests separation of the chair and CEO roles at General Motors. This proposal comes after years of documented warnings that this board consistently ignored, warnings that coincided with more than $13 billion in costs and charges. In 2022, my organization warned GM about the hazards of child labor and rare-earth metal mining in electric vehicle supply chains. We presented a detailed shareholder proposal demanding disclosure of these human rights risks. The board and CEO Mary Barra dismissed our concerns as unnecessary. In 2024, my organization warned against incentivizing executives based on electric vehicle production targets. We argued that tying compensation to metrics for unpopular and unprofitable electric vehicles would encourage reckless decision-making. Again, the board and Ms. Barra rejected our proposal. In 2023, my organization warned GM's board about dangerous concentration risks in China operations. We presented a detailed shareholder proposal citing GM's co-ownership with Chinese state-controlled SAIC Motor Corporation. The board and Ms. Barra dismissed our warnings as unnecessary. 18 months later, GM absorbed over $5 billion in China-related write-downs. Meanwhile, Ms. Barra's electric vehicle strategy, the same one we warned against incentivizing, collapsed spectacularly. GM has now recorded approximately $9 billion in electric vehicle charges as it abandons the strategy she championed. These strategic disasters occurred while Ms. Barra collected $29.5 million in compensation. Shareholders have noticed. GM's 2024 executive compensation vote received just 58% support, a result the board itself called disappointing. An independent share might have helped ensure that NLPC's repeated warnings received serious board consideration rather than reflexive dismissal. These systematic governance breakdowns lacked independent oversight when it was needed most. All our warnings pointed out easily identifiable problems and trends that could have been headed off before they metastasized into the disasters they became. Each time, this board and Ms. Barrett chose to ignore these legitimate shareholder concerns. Leading institutional investors increasingly support independent share arrangements because they provide objective strategic oversight and enhanced accountability. After $13 billion in preventable losses, GM shareholders deserve both accountability and independent oversight. We urge you to support for Item 6. Thank you.

Thank you. For the reasons indicated in our proxy statement, the Board recommends that shareholders vote against this proposal. Item seven on our agenda is a shareholder proposal requesting the company issue a report on human rights standards for indigenous peoples. I understand that a representative from the Sisters of St. Joseph of Peace has provided prerecorded remarks, which we will now play.

Good afternoon, General Motors board members and shareholders. My name is Chanda Cleo, A member of People of Red Mountain, and I am here today to move Proposal 7, filed by the Sisters of St. Joseph of Peace and one co-filer, which requests the company to publish a report outlining the effectiveness of GM's policies, practices, and performance indicators in respecting internationally recognized human rights standards for indigenous people's rights. People of Red Mountain are neither endorsing nor opposing the shareholder's proposal. I am here instead to lend my voice and explain the ways GM has failed to respect our rights as Indigenous peoples. GM has made a commitment to respect the rights outlined in the UN Declaration on the Rights of Indigenous Peoples, but investment in the Thacker Pass lithium mine directly violates those commitments. The Thakrapath Mine is currently destroying Pihimah, the ancestral homelands of the Paiute, Shoshone, and Bannock peoples. Pihimah and Paiute, or Rotten Moon, gets its name from the 1865 massacre of our people, a time when the U.S. Calvary murdered our ancestors and left them to rot. Now we bear witness to this new attack on our people as the mine brings in man camps, We found out about this mine once permitting had already started. Permitting was pushed through in less than one year. We do not have a lawyer or environmental consultants to review permits and community benefits agreements, and tribal consultation came in the form of three letters sent during the height of COVID, leading to three separate tribes filing lawsuits. We have always known this mind did not follow free, prior, and informed consent, and recent reports from Human Rights Watch and Amnesty International have also outlined these violations. Despite these violations, GM still invested, allowing this project to move forward against our rights as indigenous peoples. In Pahimaha, we can no longer collect our medicines, hunt in our traditional hunting grounds, or hold ceremonies, things that have been taken from us in the next seven generations. The proponent urges all shareholders to support this proposal as a step towards making sure that GM protects and respects Indigenous people's rights within its supply chain as it has promised. Thank you.

Thank you. For the reasons indicated in our proxy statement, the Board recommends that shareholders vote against this proposal. This concludes the items of business to be considered at today's meeting. And now I'd like to share the preliminary report of voting results, which is based on a tabulation of proxies received prior to the start of this meeting by the inspector of elections. For the first item of business, the election of directors, all of the company's For the second item of business, ratification of the Audit Committee's selection of Ernst & Young as the company's independent registered public accounting firm for 2026, the proposal is approved. For the third item of business, an advisory vote on the compensation of the named executive officers identified in the company's proxy statement, the proposal is approved. For the fourth item of business, an advisory vote on the frequency of future advisory votes on the compensation of our named executive officers, the proposal was approved on an annual basis. For the fifth item of business, Amendment No. 2 to the Company's 2020 Long-Term Incentive Plan to increase the number of shares available for issuance under the plan, the proposal is approved. For the sixth item of business, the shareholder proposal requesting the company separate the roles of chair and CEO, the proposal is not approved. For the seventh item of business, the shareholder proposal requesting the company issue a report on human rights standards for Indigenous peoples, the proposal is not approved. Following today's meeting, the Inspector of Elections will tabulate any votes cast during the meeting and certify and provide final voting results. We will report the final voting results when available in a filing with the SEC. This concludes the official portion of the meeting, and I now declare the polls for voting closed and the official portion of the meeting adjourned. We will now hear from our Chair and CEO, Mary Barra, and turn to shareholder Q&A.

Welcome to the GM Annual Meeting of Shareholders. Since our last gathering, I'm happy to report that GM's business remains strong. We had an outstanding 2025 and continue to have positive momentum in the core business so far this year. Driving this performance is our broad portfolio of gas vehicles and the industry's widest EV lineup, which gives – we are, however, operating in a dynamic environment, which isn't unusual for our industry. That's why we maintain a multi-year focus to ensure we have the right product, the right team, and a strong balance sheet supported by consistent free cash flow generation. This focus enables us to achieve our long-term goals and execute our capital allocation strategy, regardless of short-term volatility or longer-term success. Thank you for joining today, and I look forward to your questions.

I'll turn to shareholder questions, and the first one focuses on GM's products and speculation about the GMC Jimmy returning to the portfolio.

Well, thank you for that question. I appreciate your enthusiasm for our brands, including our legacy vehicles like the GMC Jimmy. While I won't comment on the GMC Jimmy specifically, I can share with you that we are very focused on continuing to strengthen our lineup across our trucks, SUVs, and crossovers, and especially the momentum at GMC, which reported record U.S. sales in both 2024 and 2025. Whether it's a GMC, Chevrolet, Cadillac, Buick, or GM is all about driving innovation. We built vehicles that customers love for their design, quality, safety, and performance. They're fast, fun to drive, reliable, and thoughtfully designed. We also offer one of the broadest gas-powered and electric vehicle portfolios in the industry, around $30,000, to large SUVs and trucks. I'm proud of the achievements of our team and all that we have accomplished and will continue to make investments that will differentiate GM from our competitors while creating value for our show.

Thank you for the question.

It's impressive what GM has accomplished in EVs. We are number two in the U.S. market and have products that continue to receive industry recognition for their design, quality, and technology. For example, the Chevrolet Equinox EV, Blazer EV, and Cadillac Lyra were ranked among the best SUVs. The Verado EV and the GM CCR were ranked among the best electric pickup trucks. And speaking of Cadillac, at the end of April, the brand celebrated surpassing 100,000 EV sales in the U.S. since the Lyric was first launched in 2022. And as I've said before, EVs are our endgame. It's technology that allows for instant torque, and it's a great driving experience that our customers love. GM is well-positioned for the next phase of EV growth, which will be driven by product appeal and continuing expansion of the public charging infrastructure.

Last year, you shared that hands-off driving and conversational AI were in development. Can you provide an update on timing? Thanks for the question.

There's been a lot of progress. Conversational AI, we've begun upgrading our vehicles with Google Gemini, which makes voice interactions with Google Assistant feel more natural and intuitive. With approximately 4 million vehicles in the U.S. eligible for the update, this represents one of the largest deployments of Gemini in the industry. Later this year, we will introduce a GM native AI assistant that's powered by OnStar and is deeply integrated with the vehicle for more personalized and context-aware support. On the autonomy side, GM's Eyes Off, Hands Off self-driving system will initially deliver real customer value by focusing on where autonomy matters most, long, predictable highway commutes. Eyes Off self-driving technology is coming to the Cadillac Escalade IQ in 2028. And the Esculate IQ is just the start. We are doing something unique in the autonomous space, which is developing a system for personal vehicles that we can deploy on both ICE vehicles and EVs and scale across multiple brands and price points. We're testing it in a digital environment capable of simulating roughly 100 years of human driving every single day. We recently took the next step and began supervised on-road testing in California and Michigan.

I think a new, more fuel-efficient vehicle is a major catalyst for increasing consumer purchases during the times of higher gas.

Thank you for your question. What we're seeing in the marketplace. While it's true that higher gas prices over a long period of time can impact our customers' behavior, has remained relatively stable despite higher fuel prices, and new vehicle sales have been resilient with the SAR levels above 60 million units. Our full-size trucks and SUVs continue to sell well, But at the same time, we offer a range of affordable, fuel-efficient options and, importantly, a broad EV portfolio for customers who want to move away from gas altogether. We offer six budget-friendly, fuel-efficient nameplates that have a starting price of about $30,000 that don't require customers to give up safety, technology, design, or quality. So I appreciate the shareholders' question. And I think GM has some great vehicle options for our customers who might decide that in a time of rising gas prices, it's actually an opportunity to shift to a more fuel-efficient vehicle.

The Pension Fund Forum, which represents the interest of 88 U.K. public sector, is given the importance of consistent, decision-useful disclosure for investors assessing the company's management of climate, human rights, supply chain, and wider ESG, sustainability reporting, or explain how it will otherwise provide investors with comparable, timely, and comprehensive disclosure on these material issues. Well, thank you for the question.

We remain committed to transparency and sharing our progress on sustainability. As the sustainability landscape continues to evolve, we've refined our strategy to focus on areas that drive the most business value while advancing our zero-emission vision. So while the format may change, our commitment to sustainability and to communicating our progress remains strong. I encourage you to review GM.com for the latest updates on our reporting, which we believe meets the needs of our stakeholders, regulatory requirements, and customers.

Darcia, a proud—she says that GM continues to shape the future of mobility through innovation and industry leadership, and for that, she thanks you. Historically, GM has long-dust in manufacturing, but also in the communities where its employees and customers live and work. Today, many families' community needs continue to grow. What plans does GM have to increase its investment in local nonprofit organizations and community-based programs?

Your question is well-timed, because just last week, we announced a commitment to support communities across Michigan through 2030, and this was a $50 million commitment. It expands the company's longstanding investments in education, workforce development, and community partnerships across the state. This initiative builds on GM's history of giving in Detroit and Greater Michigan and reflects the company's focus on helping create an opportunity for students, educators, and family. And although this grant was dedicated to Michigan, we do similar giving as part of our corporate giving strategy in many of our planned cities. For this Michigan grant, it is focused on supporting pre-K through 12 foundational skills through STEAM education, equipping educators with tools and resources, and helping more people transition into skilled trades and in-demand careers. So thank you for the question. Thanks, Mary.

And that's all the time we have for questions today. Thanks to all who joined us. We appreciate your continued investment in General Motors, and have a great day.

And that concludes this afternoon's presentation. We do thank you for joining. You may now disconnect your lines.