8-KLeadership Changes

General Motors Co 8-K Report, Executive Changes (Jan 6, 2011)

Filed January 6, 2011For Securities:GM

Summary

This Form 8-K filing from General Motors (GM) on January 6, 2011, primarily reports on changes within the company's Board of Directors and modifications to director compensation. Notably, Edward E. Whitacre, Jr. stepped down as Chairman of the Board, with CEO Daniel F. Akerson assuming the Chairman role. This transition was previously disclosed and marks a leadership evolution for GM. The filing also details significant changes to the compensation structure for non-employee directors, effective January 1, 2011. A substantial portion of their annual retainer will now be deferred into GM's common stock, and a new stock ownership requirement of at least $300,000 for non-employee directors has been implemented. These measures aim to better align the interests of the Board with those of the company's shareholders by increasing their direct stake in the company's performance.

Key Highlights

  • 1Edward E. Whitacre, Jr. has stepped down from the Board of Directors as of December 31, 2010.
  • 2Daniel F. Akerson, CEO of GM, has succeeded Mr. Whitacre as Chairman of the Board.
  • 3Effective January 1, 2011, at least 50% of non-employee directors' $200,000 annual retainer must be deferred into GM Common Stock share units.
  • 4Non-employee directors have the option to defer all or half of the remaining retainer into share units.
  • 5Deferred amounts will be paid out after a director leaves the Board, with payment options in lump sum or installments up to five years.
  • 6A new policy requires non-employee directors to own GM Common Stock or share units valued at a minimum of $300,000 within five years.
  • 7Non-employee directors are prohibited from selling GM securities while serving on the Board to ensure alignment with shareholder interests.

Frequently Asked Questions

Daniel F. Akerson, who is also the Chief Executive Officer of General Motors Company, succeeded Edward E. Whitacre, Jr. as Chairman of the Board.

Starting January 1, 2011, at least 50% of each non-employee director's $200,000 annual retainer must be deferred into GM common stock share units. Directors can also opt to defer a portion of the remainder, with payments made after they leave the Board.

Non-employee directors are now required to own GM Common Stock or share units with a market value of at least $300,000. They have up to five years from their election or the policy's effective date to meet this requirement.

Yes, under the new policy, non-employee directors are prohibited from selling any securities issued by the Company, or derivatives related to them, while they are members of the Board. This policy is intended to align their interests with those of GM's stockholders.