Form DEFA14A General Motors Co

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 22, 2016

 

 

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) 556-5000

(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)

 

x	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))

 

 

 

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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.

(b) On April 18, 2016, Stephen J. Girsky, a director of General Motors Company (the “Company”) since 2009, notified the Company of his decision to retire from the Company’s Board of Directors (the “Board”) effective as of the adjournment of the Company’s Annual Meeting of Shareholders to be held on June 7, 2016 (the “2016 Annual Meeting”). As a result, Mr. Girsky will not stand for re-election at the 2016 Annual Meeting. A copy of the press release announcing Mr. Girsky’s retirement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

 

Item 8.01

Other Information

On April 20, 2016, the Board nominated Jane L. Mendillo, retired President and Chief Executive Officer of the Harvard Management Company, to stand for election as a director at the 2016 Annual Meeting. The Board determined that Ms. Mendillo, if elected, will be an independent director within the meaning of the Company’s Bylaws and the New York Stock Exchange listing standards. The Company intends to include Ms. Mendillo in the list of director nominees in its definitive proxy statement to be filed with the U.S. Securities and Exchange Commission in connection with the 2016 Annual Meeting. The Board will determine Ms. Mendillo’s committee assignments after her election. A copy of the press release announcing Ms. Mendillo’s nomination is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Additional Information and Where to Find It

This Current Report on Form 8-K may be deemed to be solicitation material in respect of the solicitation of proxies from shareholders for the Company’s 2016 Annual Meeting. The Company will file with the U.S. Securities and Exchange Commission (the “SEC”) and make available to its shareholders a proxy statement containing information about the Company, its directors, nominees and certain executive officers and the matters to be considered at the 2016 Annual Meeting. SHAREHOLDERS ARE URGED TO READ THE PROXY STATEMENT (INCLUDING ANY AMENDMENTS OR SUPPLEMENTS THERETO) AND ANY OTHER RELEVANT DOCUMENTS THAT THE COMPANY MAY FILE WITH THE SEC WHEN THEY BECOME AVAILABLE BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Shareholders will also be able to obtain the proxy statement, as well as other filings containing information about the Company, without charge at the SEC’s website (http://www.sec.gov) and at the Company’s website (www.gm.com). Shareholders will be able to obtain printed copies of these documents without charge by requesting them online (www.gm.com) or in writing from the Office of the Corporate Secretary, Mail Code 482-C25-A36, 300 Renaissance Center, P.O. Box 300, Detroit, Michigan 48265-3000, or at [email protected].

The Company, its directors, nominees and certain executive officers may be deemed to be participants in the solicitation of proxies from the Company’s shareholders in connection with the 2016 Annual Meeting. None of such potential participants own in excess of 1% of the Company’s common stock. Additional information regarding the interests of such potential participants, and their direct or indirect interests, by security holdings or otherwise, will be included in the Company’s proxy statement to be filed with the SEC in connection with the 2016 Annual Meeting. This information can also be found in the Company’s proxy statement for its 2015 Annual Meeting of Shareholders, which was filed with the SEC on April 24, 2015. To the extent that holdings of the Company’s securities have changed since the amounts printed in the proxy statement for its 2015 Annual Meeting of Shareholders, such changes have been or will be reflected on Statements of Change in Ownership on Form 4 filed with the SEC. Ms. Mendillo, who has been nominated by the Board to stand for election as a director at the 2016 Annual Meeting does not own any shares of the Company’s common stock.

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ITEM 9.01

Financial Statements and Exhibits

EXHIBIT

 

Exhibit No.		Description
Exhibit 99.1		Press Release, dated April 22, 2016
Exhibit 99.2		Press Release, dated April 22, 2016

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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
Date: April 22, 2016				/s/ Jill E. Sutton
				By:		Jill E. Sutton
						Deputy General Counsel & Corporate Secretary

Exhibit 99.1

 

GM Announces Stephen Girsky to Retire from

Board of Directors

DETROIT – General Motors Co. Chairman and CEO Mary Barra announced today that Stephen Girsky has elected to retire from GM’s Board of Directors and will not stand for reelection at the company’s Annual Meeting of Shareholders in June 2016. Girsky joined the board in July 2009.

“On behalf of the board, we wish Steve well and want to thank him for his many significant contributions to GM over the past seven years,” said Barra. “Steve brought to the company expertise and skills in a variety of important areas at a critical time in GM’s history. He has helped guide GM as we continue on our path to deliver long-term growth and sustained shareholder value that will benefit our owners for years to come.”

In addition to serving on GM’s board, Girsky was GM Vice Chairman from March 2010 through January 2014. During that time he was responsible for several functional areas, including:

 

•

Global corporate strategy,

 

•

New business development,

 

•

Global product planning and program management,

 

•

Global connected customer/OnStar, and

 

•

GM Ventures LLC and global research & development.

Girsky also served as Chairman of the Adam Opel AG Supervisory Board and as interim President of GM Europe during this time frame, a critical period in which the company established its current ‘Drive Opel 2022’ strategy. Girsky also held responsibility for GM’s Global Purchasing and Supply Chain function from 2011 to 2013, and served as Senior Advisor to General Motors from January 2014 to July 2014.

“The GM that exists today is a much different and stronger company than it was when I first joined the Board seven years ago,” said Girsky. “There have been many milestones and accomplishments that I’ve been proud to be a part of along the way, including GM’s emergence from bankruptcy, improved UAW relationship, and the continued comeback of the European business. Also, the speed in which GM is actively positioning itself to capitalize on the innovations that are shaping the future of personal mobility – specifically in the areas of electrification, 4G connectivity and autonomous – is a testament to its strong leadership team.”

 

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Girsky is currently President of S.J. Girsky & Co., a role he returned to in July 2014. The independent advisory firm is based in New York, where Girsky applies his more than 25 years of experience working with senior corporate and board executives, labor leaders, OEM leaders, suppliers and dealers, and national and local policy makers. Girsky also recently created a new company called VectoIQ, LLC, in which he is the managing partner.

In addition, Girsky is a director at Valens Semiconductor Ltd., a provider of semiconductor products for the distribution of uncompressed high-definition multimedia content. He also served as lead director of Dana Holdings Corp., from 2008 to 2009.

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General Motors Co. (NYSE:GM, TSX: GMM) and its partners produce vehicles in 30 countries, and the company has leadership positions in the world’s largest and fastest-growing automotive markets. GM’s brands include Chevrolet and Cadillac, as well as Baojun, Buick, GMC, Holden, Isuzu, Daewoo, Jiefang, Opel, Vauxhall and Wuling. 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.

CONTACTS:

 

David Barnas		Pat Morrissey
248-918-8946		313-667-2945
GM Finance Communications		GM News Relations
[email protected]		[email protected]

Exhibit 99.2

 

GM Announces Nomination of Jane Mendillo to

Board of Directors

DETROIT – General Motors Co., announced today that Jane Mendillo, the retired president and chief executive officer of the Harvard Management Company, has been nominated to stand for election to the GM Board of Directors at the company’s Annual Meeting of Shareholders in June.

Mendillo has been nominated to fill the board seat that will be vacated due to the retirement of Stephen Girsky as of the Annual Meeting.

“Jane brings to the Board a demonstrated track record of performance through her decades of investment management experience,” said GM Chairman and CEO Mary Barra. “She has generated proven results through periods of rapidly changing market conditions. Her experience and leadership will be especially valuable as we continue to strengthen our investor outreach and engagement.”

From 2008 to 2014, Mendillo served as president and chief executive officer of Harvard Management Company (HMC), which manages the endowment fund of Harvard University. During her tenure, she grew HMC’s investment platform and organization, and positioned it for continued long-term success. At the time of her departure, the total endowment stood at over $37 billion.

Prior to her role at HMC, Mendillo was the chief investment officer at Wellesley College from 2002 to 2008, where she built the college’s first investment office and was responsible for the investment policy and management of the college’s endowment and its related assets. Before joining Wellesley College, Mendillo held various investment positions at HMC from 1987 to 2001, and began her career as a management consultant with Bain & Company from 1984 to 1987. Mendillo has a bachelor’s degree from Yale College and an MBA from the Yale School of Management.

Mendillo was recently elected to the Board of Lazard Ltd.

Mendillo will stand for election at GM’s Annual Meeting of Shareholders, which will be held on Tuesday, June 7 at GM’s Global Headquarters in Detroit.

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General Motors Co. (NYSE:GM, TSX: GMM) and its partners produce vehicles in 30 countries, and the company has leadership positions in the world’s largest and fastest-growing automotive markets. GM’s brands include Chevrolet and Cadillac, as well as Baojun, Buick, GMC, Holden, Isuzu, Daewoo, Jiefang, Opel, Vauxhall and Wuling. 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.

CONTACTS:

 

David Barnas		Pat Morrissey
248-918-8946		313-667-2945
GM Finance Communications		GM News Relations
[email protected]		[email protected]

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