-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, TxYbGOMiaxWsuqgqpbQNVHIr7MPTYi8lC8ROrBRx6nPQJHleSk/eCVqAfmAaBqHR TEzrIehTy8onHktUj3oAGg== 0000040730-06-000048.txt : 20061116 0000040730-06-000048.hdr.sgml : 20061116 20061116153905 ACCESSION NUMBER: 0000040730-06-000048 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20061116 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061116 DATE AS OF CHANGE: 20061116 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL MOTORS CORP CENTRAL INDEX KEY: 0000040730 STANDARD INDUSTRIAL CLASSIFICATION: MOTOR VEHICLES & PASSENGER CAR BODIES [3711] IRS NUMBER: 380572515 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-00043 FILM NUMBER: 061222995 BUSINESS ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 BUSINESS PHONE: 3135565000 MAIL ADDRESS: STREET 1: 300 RENAISSANCE CTR STREET 2: MAIL CODE: 482-C34-D71 CITY: DETROIT STATE: MI ZIP: 48265-3000 8-K 1 cyprusaccepts111606.txt NICHOLAS CYPRUS ACCEPTS GM'S OFFER 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) November 16, 2006 GENERAL MOTORS CORPORATION -------------------------- (Exact Name of Registrant as Specified in its Charter) STATE OF DELAWARE 1-143 38-0572515 ----------------- ----- ---------- (State or other jurisdiction of (Commission (I.R.S. Employer Incorporation or Organization) File Number) Identification No.) 300 Renaissance Center, Detroit, Michigan 48265-3000 ----------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (313) 556-5000 -------------- ================================================================================ 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 Principal Officers; Election of Directors; Appointment of Principal Officers. Nicholas Cyprus, age 53, has been elected Controller and Chief Accounting Officer of the Corporation effective December 1, 2006. Mr. Cyprus has been Senior Vice President, Controller, and Chief Accounting Officer with the Interpublic Group of Companies from May 2004 until April 2006, and previously served as Vice President and Controller of AT&T from January 1999 to March 2004. Upon commencement of employment with the Corporation, Mr. Cyprus will receive a one-time lump-sum payment of $300,000, a portion of which reimburses him for forfeited equity compensation from his previous employer. Mr. Cyprus' annual base salary will be $550,000, and he will participate in the compensation plans available to executive officers as described in the Corporation's proxy statement for its 2006 Annual Meeting of Stockholders dated April 28, 2006, and as set forth as exhibits to various periodic filings by the Corporation. He will receive a target bonus of 70% of salary (an amount consistent with incentive opportunities provided to executives with similar levels of responsibility) under the GM Annual Incentive Plan, with a guaranteed minimum amount for 2007 of $300,000; a grant of 5,112 shares of GM $1 2/3 Common Stock under the 2005-2007 GM Long-Term Incentive Plan; and a grant of 10,649 shares of GM $1 2/3 Common Stock under the 2006-2008 GM Long-Term Incentive Plan. Mr. Cyprus will also receive additional annual cash payments of $36,000 (2006), $30,500 (2007), and $30,500 (2008) to compensate him for foregone pension benefits from his previous employer, and the Corporation will reimburse him for reasonable commuting costs from his current residence. In 2007, Mr. Cyprus will receive a stock option grant of 13,000 shares of GM $1 2/3 Common Stock. In addition, he will receive a grant of restricted stock units under the 2006 GM Cash-Based Restricted Stock Unit Plan and a grant of shares under the 2007-2009 GM Long-Term Incentive Plan, each valued at $275,000. All 2007 incentive plan grants to Mr. Cyprus will be effective on the same yet-to-be-determined date as grants made to other plan participants. If during the first two years of his employment, Mr. Cyprus' employment is terminated by the Corporation other than for cause or if he resigns for good reason he will receive one times his annual base salary and bonus. If his employment is terminated during the third year he will receive an amount equal to one times his annual base salary. Mr. Cyprus has no other reportable relationships with the Corporation or its affiliates. General Motors Corporation announced the foregoing personnel change in a press release issued on November 16, 2006. That press release is filed herewith as Exhibit 99.1 ITEM 9.01 Financial Statements and Exhibits Exhibit Description - ------------------------------------------------------------------------------ 99 News Release of General Motors Corporation, dated November 16, 2006 # # # SIGNATURES 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 CORPORATION -------------------------- (Registrant) Date: November 16, 2006 By: /s/PAUL W. SCHMIDT --- ------------------ (Paul W. Schmidt, Controller) EX-99 2 cyprusex99111606.txt PRESS RELEASE ON NICHOLAS CYPRUS Exhibit 99 For Release: November 16, 2006, 9 a.m. ET Nick Cyprus Named GM Controller, Chief Accounting Officer DETROIT - Nick S. Cyprus, a longtime controller and senior accounting officer with broad corporate experience, has been appointed controller and chief accounting officer for General Motors Corp. Vice Chairman and Chief Financial Officer Fritz Henderson announced the appointment today, effective Dec. 1, consistent with the restructuring of GM's Corporate Controller's Office announced last spring. Cyprus, 53, joins GM from The Interpublic Group of Companies Inc. in New York, where he was senior vice president, controller and chief accounting officer for the past two years. He previously was vice president, controller and chief accounting officer from 1999 to 2004 at AT&T Corp., where he had held several positions over 22 years. Cyprus also is a certified public accountant. "Nick brings to GM an impeccable reputation built over nearly three decades of corporate accounting experience with significant expertise in external reporting and disclosure," Henderson said. "We are pleased to welcome him to GM as we work to ensure that we have the strongest possible financial team in place." At Interpublic Group, Cyprus developed a world-class controllers organization, led the company's compliance with the Sarbanes-Oxley legislation, and oversaw its financial control processes worldwide. Cyprus replaces Controller Paul W. Schmidt, who will retire effective Feb. 1, and Peter Bible, former chief accounting officer, who resigned in June. GM announced in May that it planned to restructure the Corporate Controller's office and combine the two positions. Cyprus will report to Henderson. Before he joined AT&T in 1982, Cyprus worked as a senior financial analyst for Amerada Hess Corp. in New York, as a senior corporate internal auditor for Suburban Propane in New Jersey, and as a staff auditor for PricewaterhouseCoopers in New York. He holds an MBA from New York University's Stern School of Business, and a bachelor of science degree in accounting from Fairleigh Dickinson University in New Jersey. Cyprus is a member of the Financial Executives International's Committee on Corporate Reporting. He was recognized by the New Jersey State Society of Certified Public Accountants as the Outstanding Business Leaders of the Year in 1999 and by the Institute of Management Accountants as the Financial Executive of the Year in 2000. General Motors Corp. (NYSE: GM), the world's largest automaker, has been the global industry sales leader for 75 years. Founded in 1908, GM today employs about 318,000 people around the world. With global headquarters in Detroit, GM manufactures its cars and trucks in 33 countries. More information on GM can be found at www.gm.com. ### Contact: Renee Rashid-Merem GM Financial Communications 313-665-3128 (office) 586-899-0971 (mobile) renee.rashid-merem@gm.com -----END PRIVACY-ENHANCED MESSAGE-----