UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
| (a) | General Motors Company (“GM”) held its 2023 Annual Meeting of Shareholders on June 20, 2023. |
| (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. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2023. |
(1) Election of Directors. GM’s shareholders elected the Board’s nominees for one-year terms:
| Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | ||||||||||||
| Mary T. Barra |
969,613,924 | 62,577,531 | 6,500,802 | 127,794,720 | ||||||||||||
| Aneel Bhusri |
1,020,285,484 | 17,321,221 | 1,085,552 | 127,794,720 | ||||||||||||
| Wesley G. Bush |
1,018,425,638 | 19,214,089 | 1,052,530 | 127,794,720 | ||||||||||||
| Joanne C. Crevoiserat |
1,031,626,137 | 6,030,898 | 1,035,222 | 127,794,720 | ||||||||||||
| Linda R. Gooden |
1,031,873,404 | 5,794,561 | 1,024,292 | 127,794,720 | ||||||||||||
| Joseph Jimenez |
977,089,941 | 60,539,426 | 1,062,890 | 127,794,720 | ||||||||||||
| Jonathan McNeill |
1,032,366,427 | 5,237,673 | 1,088,157 | 127,794,720 | ||||||||||||
| Judith A. Miscik |
1,015,864,923 | 21,802,227 | 1,025,107 | 127,794,720 | ||||||||||||
| Patricia F. Russo |
970,172,634 | 67,484,754 | 1,034,869 | 127,794,720 | ||||||||||||
| Thomas M. Schoewe |
1,017,730,784 | 19,895,666 | 1,065,807 | 127,794,720 | ||||||||||||
| Mark A. Tatum |
1,028,427,445 | 9,209,369 | 1,055,443 | 127,794,720 | ||||||||||||
| Jan E. Tighe |
1,027,595,015 | 10,004,563 | 1,092,679 | 127,794,720 | ||||||||||||
| Devin N. Wenig |
1,032,253,120 | 5,307,460 | 1,131,677 | 127,794,720 | ||||||||||||
(2) Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2023. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2023.
| Votes For |
1,159,705,251 | |||
| Votes Against |
5,751,041 | |||
| Abstentions |
1,030,685 | |||
| Broker Non-Votes |
0 |
(3) Board Proposal to Approve, 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 |
951,131,459 | |||
| Votes Against |
85,629,460 | |||
| Abstentions |
1,931,338 | |||
| Broker Non-Votes |
127,794,720 |
(4) Board Proposal to Approve Amendment No. 1 to the Company’s 2020 Long-Term Incentive Plan to Increase the Number of Shares Available for Issuance Thereunder. GM’s shareholders approved Amendment No. 1 to the Company’s 2020 Long-Term Incentive Plan.
| Votes For |
1,003,852,762 | |||
| Votes Against |
33,065,804 | |||
| Abstentions |
1,773,691 | |||
| Broker Non-Votes |
127,794,720 |
(5) Shareholder Proposal Requesting a Report on the Company’s Operations in China. GM’s shareholders did not approve the shareholder proposal requesting a report on the Company’s operations in China.
| Votes For |
31,020,961 | |||
| Votes Against |
995,702,036 | |||
| Abstentions |
11,969,260 | |||
| Broker Non-Votes |
127,794,720 |
(6) A Shareholder Proposal Regarding Shareholder Written Consent. GM’s shareholders did not approve the shareholder proposal regarding shareholder written consent.
| Votes For |
463,181,182 | |||
| Votes Against |
572,533,156 | |||
| Abstentions |
2,977,919 | |||
| Broker Non-Votes |
127,794,720 |
(7) A Shareholder Proposal Regarding Sustainable Materials Procurement Targets. GM’s shareholders did not approve the shareholder proposal regarding sustainable materials procurement targets.
| Votes For |
148,385,608 | |||
| Votes Against |
879,352,308 | |||
| Abstentions |
10,954,341 | |||
| Broker Non-Votes |
127,794,720 |
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) | ||
| By: | /s/ John S. Kim | |
| John S. Kim | ||
| Assistant Corporate Secretary | ||
Date: June 22, 2023