8-KShareholder Matters

General Motors Co 8-K Report, Shareholder Vote Results (Jun 14, 2018)

Filed June 14, 2018For Securities:GM

Summary

General Motors Co. (GM) filed an 8-K on June 13, 2018, detailing the outcomes of its 2018 Annual Meeting of Shareholders held on June 12, 2018. The meeting primarily focused on shareholder votes for director elections, executive compensation, ratification of the independent auditor, and several shareholder proposals. Key takeaways for investors include the overwhelming re-election of all director nominees with strong majority support, indicating shareholder confidence in the current board. Additionally, shareholders provided advisory approval for the compensation of named executive officers and ratified the appointment of Ernst & Young LLP as the independent registered public accounting firm for 2018. However, several shareholder proposals concerning corporate governance and environmental reporting, specifically on an independent board chairman, the right to act by written consent, and greenhouse gas emissions, were not approved by a majority of the votes cast.

Key Highlights

  • 1All director nominees for one-year terms were overwhelmingly elected, with votes for each nominee exceeding 97.9% of votes cast.
  • 2Shareholders provided advisory approval for the compensation of General Motors' named executive officers with 96.7% of votes cast in favor.
  • 3The selection of Ernst & Young LLP as GM's independent registered public accounting firm for 2018 was ratified with 97.6% of votes cast in favor.
  • 4A shareholder proposal requesting an independent board chairman was not approved, failing to garner majority support (35.4% for).
  • 5A shareholder proposal regarding the right for shareholders to act by written consent was also not approved (38.0% for).
  • 6A shareholder proposal seeking a report on Greenhouse Gas Emissions and CAFE Standards did not pass, receiving only 26.7% of votes in favor.
  • 7Broker non-votes represented a significant portion of shares (approximately 177 million) across most proposals, particularly for director elections and executive compensation votes.

Frequently Asked Questions

Shareholders expressed strong support for the current board, with all director nominees being re-elected with very high percentages of votes in favor. Similarly, the compensation of named executive officers received advisory approval from a significant majority of shareholders.

No, none of the shareholder proposals presented at the 2018 Annual Meeting of Shareholders were approved. This included proposals related to having an independent board chairman, the right for shareholders to act by written consent, and a report on greenhouse gas emissions and CAFE standards.

Broker non-votes represent shares held by brokers on behalf of their clients that did not have voting instructions for specific proposals. A substantial number of these non-votes (around 177 million across many proposals) were not counted for or against the proposals, which can impact the outcome, especially for proposals with closer vote margins. In this filing, they did not prevent the election of directors or the approval of executive compensation and the auditor, but they were likely a factor in the shareholder proposals not passing.

Ernst & Young LLP was ratified by GM shareholders as the company's independent registered public accounting firm for 2018.