8-K 03092015
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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FORM 8-K
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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 9, 2015
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GENERAL MOTORS COMPANY
(Exact Name of Registrant as Specified in its Charter)
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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)
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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:
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¨ | | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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x | | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR 240.14a-12) |
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¨ | | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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¨ | | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
ITEM 7.01 Regulation FD Disclosure
On March 9, 2015 a number of General Motors Company (GM) executives hosted a conference call for financial analysts on driving shareholder value including GM's capital allocation framework, which contains certain information not previously publicly disclosed. In connection with the presentation GM also issued a press release. On March 9, 2015 GM also issued a press release regarding the withdrawal by Harry Wilson of his self-nomination to stand for election to the Board of Directors and to withdraw his shareholder proposal. The press releases and presentation related thereto are attached as Exhibits 99.1, 99.2 and 99.3.
Important Additional Information
GM will be filing a proxy statement with the Securities and Exchange Commission (the "SEC") in connection with the solicitation of proxies for GM’s 2015 Annual Meeting of Shareholders (the "Proxy Statement"). GM, its directors and certain of its executive officers may be deemed participants in the solicitation of proxies from shareholders in respect of the 2015 Annual Meeting. Information regarding the names of GM’s directors and executive officers and their respective interests in GM by security holdings or otherwise is set forth in GM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2014, filed with the SEC on February 4, 2015 and GM’s proxy statement for the 2014 Annual Meeting of Shareholders, filed with the SEC on April 25, 2014 and the Form 8-K filed with the SEC on February 5, 2015. To the extent holdings of such participants in GM’s securities have changed since the amounts described in the 2014 proxy statement, such changes have been reflected on Initial Statements of Beneficial Ownership on Form 3 or Statements of Change in Ownership on Form 4 filed with the SEC. Additional information concerning other persons who may under the SEC rules be considered participants and the nominees of GM’s Board of Directors for election at the 2015 Annual Meeting will be included in the 2015 Proxy Statement. BEFORE MAKING ANY VOTING DECISION, INVESTORS AND SHAREHOLDERS OF THE COMPANY ARE URGED TO READ ALL RELEVANT DOCUMENTS FILED WITH OR FURNISHED TO THE SEC, INCLUDING THE COMPANY'S DEFINITIVE PROXY STATEMENT AND ANY SUPPLEMENTS THERETO BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION. Investors and shareholders will be able to obtain a copy of the definitive proxy statement and other documents filed by GM free of charge from the SEC's website, http://www.sec.gov. GM’s shareholders will also be able to obtain, without charge, a copy of the definitive Proxy Statement and other relevant filed documents by directing a request by mail to GM Stockholder Services at General Motors Company, Mail Code 482-C25-A36, 300 Renaissance Center, P.O. Box 300, Detroit, Michigan 48265-3000 or at stockholder.services@gm.com or from the investor relations section of GM’s website, http://www.gm.com/investor.
ITEM 9.01 Financial Statements and Exhibits
EXHIBITS
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Exhibit | Description | Method of Filing |
Exhibit 99.1 | Press Release on Presentation Dated March 9, 2015 | Attached as Exhibit |
Exhibit 99.2 | Press Release on Harry Wilson's Withdrawals Dated March 9, 2015 | Attached as Exhibit |
Exhibit 99.3 | Presentation Dated March 9, 2015 | 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.
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| GENERAL MOTORS COMPANY (Registrant)
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| | /s/ THOMAS S. TIMKO |
Date: March 9, 2015 | By: | Thomas S. Timko Vice President, Controller and Chief Accounting Officer |