8-KCorporate ChangesExhibits & Filings

General Motors Co 8-K Report, Bylaw Amendment (Mar 8, 2016)

Filed March 8, 2016For Securities:GM

Summary

General Motors Co. (GM) filed an 8-K report on March 7, 2016, detailing amendments to its Bylaws approved by the Board of Directors on March 4, 2016. The most significant changes for investors include the adoption of a proxy access provision and an exclusive forum provision. The proxy access provision allows qualifying shareholders to nominate director candidates to be included in GM's proxy materials, subject to specific ownership thresholds and holding periods. This move provides shareholders with a greater voice in corporate governance and director elections. The exclusive forum provision designates the Court of Chancery of the State of Delaware as the primary venue for a range of legal actions, including derivative suits and breaches of fiduciary duty. This aims to streamline litigation and provide greater predictability in legal proceedings involving the company. These bylaw amendments reflect GM's commitment to corporate governance best practices and addressing shareholder interests.

Key Highlights

  • 1GM's Board of Directors approved amendments to the company's Bylaws on March 4, 2016.
  • 2A new proxy access provision has been adopted, allowing certain long-term shareholders to nominate directors for inclusion in GM's proxy materials.
  • 3To utilize proxy access, shareholders must collectively own at least 3% of GM's outstanding voting shares continuously for at least three years.
  • 4Proxy access allows for the nomination of up to two individuals or 20% of the Board, whichever is greater.
  • 5An exclusive forum provision has been implemented, designating Delaware's Court of Chancery as the primary venue for specific corporate litigation.
  • 6This exclusive forum provision covers derivative actions, breaches of fiduciary duties, and actions governed by Delaware corporate law and GM's governing documents.
  • 7The amendments are intended to enhance corporate governance and streamline legal proceedings.

Frequently Asked Questions

The bylaw amendments are primarily aimed at enhancing corporate governance and providing a more defined framework for shareholder engagement and legal proceedings. Key changes include adopting a proxy access provision for shareholder director nominations and an exclusive forum provision for litigation.

To use the proxy access provision, a shareholder or a group of up to 20 shareholders must have continuously owned at least 3% of GM's outstanding voting shares for at least three years. They must also satisfy other requirements outlined in the Amended and Restated Bylaws, including for the nominees themselves.

Shareholders utilizing the proxy access provision can nominate up to two individuals or 20% of the Board of Directors, whichever number is greater, provided all conditions are met.

The exclusive forum provision generally applies to derivative actions, actions for breach of fiduciary duties by directors, officers, and employees, and actions arising under Delaware General Corporation Law, GM's Certificate of Incorporation, or its Bylaws, unless GM consents to an alternative forum.