-----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, LcZfA6q4sPftjPf0pWQHYsFpUcTw7yaq/zAaoRgDpmBt+jVRpocfoON6TPmxmE1U 8v+XoqCz4kmRGGJoeT4VWw== 0000040730-08-000008.txt : 20080306 0000040730-08-000008.hdr.sgml : 20080306 20080306145734 ACCESSION NUMBER: 0000040730-08-000008 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20080306 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: 20080306 DATE AS OF CHANGE: 20080306 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: 08670665 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 prinofficerappt030608.txt 8-K ANNOUNCING EXECUTIVE APPOINTMENTS =============================================================================== 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) March 3, 2008 GENERAL MOTORS CORPORATION (Exact Name of Registrant as Specified in its Charter) 1-143 DELAWARE 38-0572515 (Commission File Number) (State or other (I.R.S. Employer jurisdiction of Identification No.) incorporation) 300 Renaissance Center, Detroit, Michigan 48265-3000 (Address of Principal Executive Offices) (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)) =============================================================================== TABLE OF CONTENTS ITEM 5.02 Appointment of Principal Officers ITEM 9.01 Financial Statements and Exhibits Signature Index to Exhibits Press Release Dated March 3, 2008 ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS On March 3, 2008, the Board of Directors of General Motors Corporation took the following actions. Regarding incentive compensation, any actual compensation that may be realized from the following grants will be dependent on GM's financial results and stock price performance. (1) Frederick A. Henderson, 49, has been elected President and Chief Operating Officer of the Corporation effective March 3, 2008. Mr. Henderson has been Chief Financial Officer and a Vice Chairman of the Corporation since January 1, 2006. Prior positions include Group Vice President and Chairman of General Motors Europe (GME) from June 2004 to January 2006, Group Vice President and President of GM Asia Pacific from 2002 to 2004. As President and Chief Operating Officer, Mr. Henderson's base salary will be $1,800,000. His 2008 Annual Incentive Plan target will be $2,430,000 and long-term incentive opportunity under the 2008 - 2010 Stock Performance Plan will be a grant of 110,376 shares of GM Common Stock. In addition, he will receive 250,000 stock options and 60,000 restricted stock units. The stock options will vest ratably over a three year period. The restricted stock units will vest 1/3 in year three (2011) with the remaining 2/3 vesting through year five. Mr. Henderson's brother, Douglas L. Henderson, is a non-executive employee of the Corporation, with annual compensation of less than $200,000. Other than that relationship, there is no reportable relationship between the Corporation or its affiliates and Mr. Henderson. (2) Ray G. Young, 46, has been elected Executive Vice President and Chief Financial Officer effective March 3, 2008. Mr. Young has been Group Vice President of Finance since November 1, 2007. He was previously President and Managing Director of GM do Brasil, from January 2004 to November 2007 and GMNA Vice President and Chief Financial Officer from August 2001 to January 2004. As Chief Financial Officer, Mr. Young's base salary will be $900,000. His 2008 Annual Incentive Plan target will be $945,000 and long-term incentive opportunity under the 2008 - 2010 Stock Performance Plan will be a grant of 16,557 shares of GM Common Stock. In addition, he will receive 87,500 stock options and 30,354 cash-based restricted stock units. The stock options will vest ratably over a three year period. The cash-based restricted stock units will vest ratably over a three year period. In addition, the Board of Directors took the following actions for the 2008 compensation planning cycle: (3) Mr. Wagoner's salary has been restored to its 2003 level of $2,200,000. His 2008 Annual Incentive Plan target will be $3,520,000 and long-term incentive opportunity under the 2008 - 2010 Stock Performance Plan will be a grant of 165,563 shares of GM Common Stock. In addition, he will receive 500,000 stock options and 75,000 restricted stock units. The stock options will vest ratably over a three year period. The restricted stock units will vest 1/3 in year three (2011) with the remaining 2/3 vesting through year five. (4) Grants of performance contingent stock options were approved for Messrs. Wagoner and Henderson, in amounts of 500,000 shares and 200,000 shares, respectively. These options were granted at $23.13 on the date of grant, March 5, 2008 and will vest following the first anniversary date of the grant if the price of GM Common stock reaches $40.00 (173% of the grant price) prior to March 5, 2013 and this price is maintained for a ten day period within thirty consecutive trading days. Vested performance options may be exercised through March 5, 2015 (a seven year term). Net shares acquired upon exercise must be held for at least a two year period while the executive is actively employed. Shares acquired upon exercise after retirement are not subject to this holding requirement. Options that do not vest before March 5, 2013 will be forfeited. (5) General Motors Corporation announced the foregoing personnel changes in a press release issued on March 3, 2008. That press release is filed herewith as exhibit 99.1. ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS EXHIBITS -------- Exhibits Description Method of Filing - -------- ----------- ---------------- Exhibit 99.1 Press Release Attached as Exhibit Dated March 3, 2008 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: March 6, 2008 By: /s/Nick S. Cyprus ----------------- Nick S. Cyprus, Controller and Chief Accounting Officer EX-99 2 prinofficerex99030608.txt PRESS RELEASE ANNOUNCING EXECUTIVE APOINTMENTS Exhibit 99.1 News General Motors Corporation GM Communications Detroit, Mich., USA media.gm.com For Immediate Release March 3, 2008 GM Appoints Henderson President and Chief Operating Officer, Announces Other Senior Executive Appointments Rick Wagoner, GM chairman and chief executive officer, announced that the GM board of directors approved the following appointments, effective immediately, at its meeting today: o Frederick (Fritz) A. Henderson, 49, vice chairman and chief financial officer, is elected president and chief operating officer. o Ray Young, 46, currently group vice president - finance, is elected executive vice president and chief financial officer, replacing Henderson. o Thomas G. Stephens, 59, currently group vice president, global powertrain and global quality, is also elected executive vice president. "There's a lot going on at GM today," Wagoner said. "Besides our massive business transformations in the U.S. and Europe, we're experiencing explosive growth in emerging markets - in some cases, in countries where GM doesn't have a long history. The industry is in the midst of the largest technology transformation it has ever faced. And GM continues to implement a truly global automotive operating structure. "It's an opportune time to further bolster our top leadership structure; specifically, it's the right time to reestablish GM's traditional President and Chief Operating Officer position," Wagoner continued. "And Fritz Henderson is the right person to assume this role. He's had a broad range of experiences in leading three of our regions and in a number of other GM businesses over the years, and he's made a tremendous contribution in each role. I look forward to working closely with Fritz and Bob Lutz, who so ably leads our global product development team, as we continue to implement the plan to transform General Motors for our second 100 years. "Ray Young brings a wealth of finance and operating experience to the CFO role, including leading GM do Brasil to record business results in his most recent assignment. Tom Stephens' promotion recognizes the huge role that advanced propulsion strategies will play in GM's future, as well as Tom's strong leadership and technical skills," Wagoner added. George Fisher, presiding director of the GM board of directors, commented, "GM is in the process of a remarkable transformation under Rick Wagoner's strong leadership. Tremendous progress has been made. The promotion of Fritz Henderson to president and chief operating officer, along with Bob Lutz's continued success at transforming our global product activities, and the promotions of Ray Young and Tom Stephens, will further solidify our leadership structure for today and the future. The GM board is excited about the direction that GM is headed and believes these executive appointments will further support our business strategy and the work that needs to be done to achieve our growth, technology leadership and financial objectives." Henderson and Young will report to Wagoner. Reporting to Henderson, in addition to Stephens, will be the four regional presidents; Troy Clarke, GM North America; Carl-Peter Forster, GM Europe; Maureen Kempston Darkes, GM Latin America, Africa and Middle East; and Nick Reilly, GM Asia-Pacific. Also reporting to Henderson will be Bo Andersson, group vice president, global purchasing and supply chain, and Gary Cowger, group vice president, global manufacturing and labor relations. The remaining global functional leaders and Vice Chairman Bob Lutz will continue to report to Wagoner. # # # General Motors Corp. (NYSE: GM), the world's largest automaker, has been the annual global industry sales leader for 77 years. Founded in 1908, GM today employs about 266,000 people around the world. With global headquarters in Detroit, GM manufactures its cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. More information on GM can be found at www.gm.com. # # # CONTACTS: Tony Cervone GM Communications 313-665-8829 (office) 313-421-1341 (cell) tony.cervone@gm.com Tom Wilkinson GM Communications 313-667-0366 (office) 313-378-6233 (cell) tom.wilkinson@gm.com Note: Updated biographies for Henderson, Young and Stephens are available on the GM Media and Investor websites. -----END PRIVACY-ENHANCED MESSAGE-----