8-KLeadership ChangesExhibits & Filings

General Motors Co 8-K Report, Executive Changes (Jul 30, 2015)

Filed July 30, 2015For Securities:GM

Summary

General Motors Co. (GM) filed an 8-K on July 29, 2015, announcing a significant 'Driving Stockholder Value Grant' of stock options to its senior leaders, effective July 28, 2015. This initiative aims to align executive compensation with the company's short- and long-term performance goals and ensure leadership consistency. The grant includes non-compete and non-solicitation covenants as a condition of acceptance, underscoring management's commitment to the company's strategic direction and competitive positioning.

Key Highlights

  • 1GM awarded stock options to senior leaders under the 2014 Long-Term Incentive Plan (LTIP) as a 'Driving Stockholder Value Grant'.
  • 2The exercise price for each stock option is $31.32, based on the July 28, 2015 closing stock price.
  • 3Recipients of the grant must agree to non-compete and non-solicitation covenants.
  • 440% of the awarded stock options vest on February 15, 2017.
  • 5The remaining 60% of stock options are performance-based, vesting annually starting February 15, 2018, contingent upon GM's Total Shareholder Return (TSR) relative to automotive industry peers.
  • 6Key executives, including CEO Mary T. Barra, received substantial option grants.
  • 7The terms of the grant are consistent with the previously disclosed LTIP from GM's 2014 proxy statement.

Frequently Asked Questions

The primary purpose of the 'Driving Stockholder Value Grant' is to incentivize and retain senior leadership by aligning their compensation with the company's performance, both in the short and long term, while ensuring leadership continuity.

A portion (40%) of the stock options vests on a fixed date (February 15, 2017). The remaining 60% is performance-based and will vest over three years, starting February 15, 2018, provided that GM's total shareholder return (TSR) meets or exceeds the median TSR of specified automotive industry competitors.

As a condition of receiving these stock options, senior leaders must agree to legally binding covenants that restrict them from competing with GM or soliciting its employees or customers for a specified period after leaving the company. This is intended to protect GM's business interests and proprietary information.

The exercise price of $31.32 per stock option was determined based on the closing price of General Motors' common stock on the New York Stock Exchange on July 28, 2015.