Document

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 12, 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 5.07.
Submission of Matters to a Vote of Security Holders.

(a)
General Motors Company (“GM”) held its 2018 Annual Meeting of Shareholders on June 12, 2018.

(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 our nominees for one-year terms:
Director
Votes For


Votes Against
Abstentions
Broker
Non-Votes
Mary T. Barra
987,838,477
97.9%
20,969,196
5,535,548
177,210,984
Theodore M. Solso
1,008,557,208
99.6%
3,928,982
1,857,031
177,210,984
Linda R. Gooden
1,001,212,323
98.9%
11,334,258
1,796,640
177,210,984
Joseph Jimenez
1,007,658,063
99.5%
4,829,811
1,855,347
177,210,984
Jane L. Mendillo
1,005,574,826
99.3%
6,953,080
1,815,315
177,210,984
Michael G. Mullen
1,005,331,352
99.3%
7,158,747
1,853,122
177,210,984
James J. Mulva
1,008,119,508
99.6%
4,351,499
1,872,214
177,210,984
Patricia F. Russo
984,115,326
97.9%
20,858,687
9,369,208
177,210,984
Thomas M. Schoewe
1,005,102,388
99.3%
7,376,032
1,864,801
177,210,984
Carol M. Stephenson
1,006,117,708
99.4%
6,407,732
1,817,781
177,210,984
Devin N. Wenig
1,008,417,312
99.6%
4,173,141
1,752,768
177,210,984

(2) Approval of, 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
981,319,523
96.7
%
Votes Against
30,498,484
3.3
%
Abstentions
2,525,214
 
Broker Non-Votes
177,210,984
 




(3) Ratification of the Selection of Ernst & Young LLP as GM’s Independent Registered Public Accounting Firm for 2018. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2018.
 
 
 
 
Votes For
1,163,429,782
97.6%
 
 
Votes Against
25,603,024
2.4%
 
 
Abstentions
2,521,399
 
 
 
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
358,671,475
35.4%
Votes Against
652,903,226
64.6%
Abstentions
2,768,520
 
Broker Non-Vote
177,210,984
 

(5) Shareholder Proposal Regarding Shareholder Right to Act By Written Consent. GM’s shareholders did not approve the shareholder proposal regarding the right to act by written consent.
 
 
 
Votes For
385,060,278
38.0%
Votes Against
625,816,337
62.0%
Abstentions
3,466,606
 
Broker Non-Vote
177,210,984
 

(6) Shareholder Proposal Regarding Report on Greenhouse Gas Emissions and CAFE Standards. GM’s shareholders did not approve the shareholder proposal regarding a report on Greenhouse Gas Emissions and CAFE Standards.
 
 
 
Votes For
270,405,306
26.7%
Votes Against
736,644,014
73.3%
Abstentions
7,293,901
 
Broker Non-Vote
177,210,984
 






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 14, 2018