Form 8-K General Motors Co For: Jun 04

June 7, 2019 3:07 PM


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 4, 2019
 

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 5.07.
Submission of Matters to a Vote of Security Holders.

(a)
General Motors Company (“GM”) held its 2019 Annual Meeting of Shareholders on June 4, 2019.

(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
1,095,141,532
98.1%
21,312,091
4,158,293
152,796,691
Theodore M. Solso
1,106,960,213
98.9%
12,514,709
1,136,994
152,796,691
Wesley G. Bush
1,103,529,792
98.6%
15,855,840
1,226,284
152,796,691
Linda R. Gooden
1,116,955,587
99.8%
2,577,863
1,078,466
152,796,691
Joseph Jimenez
1,115,064,272
99.6%
4,346,037
1,201,607
152,796,691
Jane L. Mendillo
1,107,006,176
98.9%
12,515,824
1,089,916
152,796,691
Judith A. Miscik
1,116,720,430
99.8%
2,574,473
1,317,013
152,796,691
Patricia F. Russo
1,079,577,443
97.2%
30,944,427
10,090,046
152,796,691
Thomas M. Schoewe
1,116,675,388
99.8%
2,697,719
1,238,809
152,796,691
Carol M. Stephenson
1,100,834,969
98.3%
18,676,004
1,100,943
152,796,691
Devin N. Wenig
1,116,586,109
99.7%
2,801,478
1,224,329
152,796,691

(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
1,090,899,591
97.3%
Votes Against
27,543,713
2.7%
Abstentions
2,168,612
 
Broker Non-Votes
152,796,691
 







(3) Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2019. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2019.
 
 
 
 
Votes For
1,264,343,798
99.3%
Votes Against
7,460,517
0.7%
Abstentions
1,604,292
 
Broker Non-Vote
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.

(4) Shareholder Proposal Regarding Independent Board Chairman. GM’s shareholders did not approve the shareholder proposal regarding an independent board chairman.
 
 
 
Votes For
414,492,577
37.0%
Votes Against
703,378,125
63.0%
Abstentions
2,741,214
 
Broker Non-Vote
152,796,691
 

(5) 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
328,695,074
29.3%
Votes Against
786,938,618
70.7%
Abstentions
4,978,224
 
Broker Non-Vote
152,796,691
 








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: June 7, 2019




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