2014 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 10, 2014
___________________

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 1.01
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

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

On June 10, 2014 the stockholders of General Motors Company ("GM" or the “Company”) approved the 2014 Long-Term Incentive Plan (the “LTIP”) and the 2014 Short-Term Incentive Plan (the “STIP”).

The LTIP authorizes awards of stock options, stock appreciation rights, restricted stock, restricted stock units, performance awards or other stock-based awards to selected employees, consultants, advisors and non-employee directors of the Company. The stockholders approved a maximum of 60 million shares available for issuance under the LTIP, with a maximum annual grant to any one individual under the plan of 1 million shares.

Under the STIP, grants of target awards may be made based on the establishment of one or more performance metrics by the Executive Compensation Committee of the Company’s Board of Directors.  Target awards may become final  awards based on the relative achievement of the selected metrics, and any payment of final awards will be made in cash subsequent to the determination of the actual performance achieved during the performance period.  The maximum final award payable to any one individual under the STIP is $7.5 million.

The above description of the LTIP and STIP does not purport to be complete, and is qualified in its entirety to the full text of the LTIP and STIP, set forth in Exhibits 10.1 and 10.2, respectively, and incorporated in this Item by reference.

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

At its meeting on June 10, 2014, the Board of Directors (the “Board”) of GM approved an amendment to its bylaws to add a new section 3.9 creating the Operating Risk Committee. In addition, the Board approved an amendment to section 3.1 of the bylaws, “Committees of the Board of Directors”, to add the Operating Risk Committee to a list of the standing committees of the Board. Both amendments were effective immediately.

The above description of the amendments to the Company’s bylaws does not purport to be complete, and is qualified in its entirety by reference to the full text of section 3.1 and 3.9 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 10, 2014. The final votes on the matters submitted to the stockholders were as follows:

Item No. 1-Nomination and Election of Directors







Nominee
For
Against
Abstain
Broker
Non-Votes
Joseph J. Ashton
1,173,082,754

21,261,238

2,758,420

129,782,722

Mary T. Barra
1,193,162,409

1,262,283

2,677,720

129,782,722

Erroll B. Davis, Jr.
1,085,990,970

108,200,246

2,911,196

129,782,722

Stephen J. Girsky
1,111,878,469

82,495,585

2,728,358

129,782,722

E. Neville Isdell
1,110,235,529

84,136,572

2,730,311

129,782,722

Kathryn V. Marinello
1,105,351,961

89,035,083

2,715,368

129,782,722

Michael G. Mullen
1,191,406,388

2,812,063

2,883,961

129,782,722

James J. Mulva
1,109,143,934

85,218,193

2,740,285

129,782,722

Patricia F. Russo
1,042,008,759

152,413,154

2,680,499

129,782,722

Thomas M. Schoewe
1,188,967,373

5,396,487

2,738,552

129,782,722

Theodore M. Solso
1,188,977,946

7,098,391

1,026,075

129,782,722

Carol M. Stephenson
1,178,736,013

15,521,709

2,844,690

129,782,722

John Lauve
1

1,197,102,412


129,782,722

Dean Fitzpatrick
1

1,197,102,412


129,782,722



Item No. 2-Ratification of the Selection of Deloitte & Touche LLP as GM's Independent Registered Public Accounting Firm for the Year 2014

For
Against
Abstain
Broker Non-Votes
1,308,836,165

13,219,802

4,829,168



    
Item No. 3-Advisory Vote to Approve Compensation Paid to GM's Named Executive Officers

For
Against
Abstain
Broker Non-Votes
1,156,077,131

37,469,437

3,555,845

129,782,722



Item No. 4-Advisory Vote to Approve the Frequency of a Stockholder Advisory Vote on Executive Compensation

1 Year
2 Years
3 Years
Abstain
Broker Non-Votes
992,741,138

4,812,584

196,575,260

2,973,431

129,782,722



Item No. 5-Approval of the General Motors Company 2014 Short-Term Incentive Plan

For
Against
Abstain
Broker Non-Votes
1,144,375,099

49,185,505

3,541,809

129,782,722


Item No. 6- Approval of the General Motors Company 2014 Long-Term Incentive Plan

For
Against
Abstain
Broker Non-Votes
1,137,888,066

55,580,871

3,633,476

129,782,722



Item No. 7-Stockholder Vote Regarding Cumulative Voting






For
Against
Abstain
Broker Non-Votes
431,138,180

761,816,437

4,147,796

129,782,722


    
Item No. 8-Stockholder Proposal Regarding Independent Board Chairman

For
Against
Abstain
Broker Non-Votes
463,865,115

732,096,255

1,141,043

129,782,722



ITEM 8.01
OTHER EVENTS

The Board of Directors has authorized the Company to repurchase up to 5 million shares of common stock, which is intended to offset dilution from a June 2014 grant under the LTIP.

ITEM 9.01
FINANCIAL STATEMENTS AND SCHEDULES

EXHIBITS

Exhibit No.
Description
Method of Filing
 
 
 
Exhibit 3.1
Sections 3.1 and 3.9 of the Bylaws of General Motors Company, as amended
Attached as Exhibit
Exhibit 10.1
2014 Long-Term Incentive Plan
Attached as Exhibit
Exhibit 10.2
2014 Short-Term Incentive Plan
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, 2014
By:
Thomas S. Timko
Vice President, Controller and Chief Accounting Officer