8-K 1 a2015bodshmeetings8-k.htm 2015 BOD AND STOCKHOLDERS MEETINGS 8-K 2015 BoD & SH Meetings 8-K




UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
___________________

FORM 8-K
___________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported) June 9, 2015
___________________

GENERAL MOTORS COMPANY
(Exact Name of Registrant as Specified in its Charter)
___________________


DELAWARE
(State or other jurisdiction of
incorporation)
001-34960
(Commission File Number)
27-0756180
(I.R.S. Employer
Identification No.)

300 Renaissance Center, Detroit, Michigan
(Address of Principal Executive Offices)

48265-3000
(Zip Code)

(313) 556-5000
(Registrant's telephone number, including area code)

Not Applicable
(Former name or former address, if changed since last report)

___________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
 
 
 
¨
 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
 
 
¨
 
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12)
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
 
 
¨
 
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





ITEM 5.02
DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS

E. Neville Isdell, a member of the Board of Directors (the "Board") of General Motors Company ("GM") retired from the Board pursuant to the Board's retirement age policy effective June 9, 2015.

ITEM 5.03
AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR

At its meeting on June 9, 2015, the Board approved an amendment to its bylaws to delete section 3.7 reflecting the immediate dissolution of the Public Policy Committee of the Board and to renumber the remaining sections of Article III of the bylaws. In addition, the Board approved an amendment to former section 3.8 (section 3.7 as amended) of the bylaws changing the name of the “Directors and Corporate Governance Committee” to the “Governance and Corporate Responsibility Committee” and updating the description of the Governance and Corporate Responsibility Committee responsibilities. The Board also approved conforming amendments to section 3.1 of the bylaws to update the name of the Governance and Corporate Responsibility Committee and to remove the Public Policy Committee from the list of the standing committees of the Board. All amendments were effective immediately.
The above description of the amendments to GM’s bylaws does not purport to be complete, and is qualified in its entirety by reference to the full text of Article III of the bylaws as amended, set forth in Exhibit 3.1 to this Form 8-K and incorporated in this Item by reference.

ITEM 5.07
SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

The annual meeting of the stockholders of GM was held on June 9, 2015. The final votes on the matters submitted to the stockholders were as follows:

Item No. 1-Election of Directors

Nominee
For
Against
Abstain
Broker
Non-Votes
Joseph J. Ashton
1,193,144,593

13,065,478

4,178,710

163,534,713

Mary T. Barra
1,198,973,778

7,360,223

4,054,780

163,534,713

Stephen J. Girsky
1,202,949,574

3,353,405

4,085,802

163,534,713

Linda R. Gooden
1,202,269,957

3,937,981

4,180,843

163,534,713

Joseph Jimenez Jr.
1,204,736,147

1,455,728

4,196,906

163,534,713

Kathryn V. Marinello
1,204,707,164

1,548,534

4,133,083

163,534,713

Michael G. Mullen
1,203,025,922

1,345,740

6,017,119

163,534,713

James J. Mulva
1,204,898,873

1,338,280

4,151,628

163,534,713

Patricia F. Russo
1,139,980,042

64,969,889

5,438,850

163,534,713

Thomas M. Schoewe
1,205,095,241

1,169,555

4,123,985

163,534,713

Theodore M. Solso
1,200,468,628

5,412,448

4,507,705

163,534,713

Carol M. Stephenson
1,198,552,887

7,760,135

4,075,759

163,534,713

John Lauve
253

1,210,388,881

—

163,534,461

Dean Fitzpatrick
102

1,210,388,881

—

163,534,612


Item No. 2-Ratification of the Selection of Deloitte & Touche LLP as GM's Independent Registered Public Accounting Firm for 2015

For
Against
Abstain
Broker Non-Votes
1,358,270,844

11,100,655

4,552,096

—

    
Item No. 3-Advisory Vote to Approve Executive Compensation





For
Against
Abstain
Broker Non-Votes
1,178,105,666

25,921,527

6,361,689

163,534,713


Item No. 4-Stockholder Proposal Regarding Independent Board Chairman

For
Against
Abstain
Broker Non-Votes
428,390,566

775,878,705

6,119,611

163,534,713


Item No. 5-Stockholder Proposal Regarding Cumulative Voting

For
Against
Abstain
Broker Non-Votes
437,718,307

767,825,515

4,845,060

163,534,713



ITEM 9.01
FINANCIAL STATEMENTS AND EXHIBITS

EXHIBITS

Exhibit No.
Description
Method of Filing
 
 
 
Exhibit 3.1
Article III of the Bylaws of General Motors Company, as amended
Attached as Exhibit






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)
 
 


/s/ THOMAS S. TIMKO
Date: June 12, 2015
By:
Thomas S. Timko
Vice President, Controller and Chief Accounting Officer