gm-20260602
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 2, 2026
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GENERAL MOTORS COMPANY
(Exact name of registrant as specified in its charter)
___________________
Delaware | 001-34960 | 27-0756180 | |
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
1240 Woodward Avenue | Detroit | Michigan | 48265-3000 | |||||||||||
(Address of principal executive offices) | (Zip Code) | |||||||||||||
(313) 667-1500
(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)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
Common Stock, $0.01 par value | GM | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of
1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for
complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
As noted below under Item 5.07, at the 2026 Annual Meeting of Shareholders (the "Annual Meeting") of General
Motors Company ("GM" or the "Company") held on June 2, 2026, GM's shareholders, upon the recommendation of
GM's Board of Directors (the “Board”), approved Amendment No. 2 (the “Amendment”) to the General Motors
Company 2020 Long-Term Incentive Plan (as amended, the "2020 LTIP"). The Amendment increased the overall
number of shares available for issuance under the 2020 LTIP by 27 million; increased the number of shares available
for issuance pursuant to incentive stock option awards under the 2020 LTIP by that same 27 million; and extended
the term of the 2020 LTIP to June 3, 2036.
A more detailed description of the material terms of the Amendment was included in the Company's Definitive
Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission (the "SEC") on April 20,
2026 and the supplement thereto on Schedule 14A filed with the SEC on May 26, 2026 (together, the "Proxy
Statement"), and such description is hereby incorporated by reference herein. The foregoing and the summary in the
Proxy Statement are not complete summaries of the terms of the Amendment and are qualified by reference to the
text of the Amendment, which is included as Exhibit 10.1 hereto and is incorporated by reference herein.
Item 5.07.Submission of Matters to a Vote of Security Holders.
(a) GM held the Annual Meeting on June 2, 2026.
(b) At the Annual Meeting, GM shareholders voted on the matters set forth below, with final voting results
indicated. For the election of directors, each nominee who received a majority of votes cast (i.e., votes for exceeded
votes against, with abstentions and broker non-votes having no effect) was elected as a director. All other items were
approved if the number of shares voted for exceeded the number of shares voted against, with abstentions counted as
votes against and broker non-votes having no effect. The proposals are further described in the Proxy Statement.
(1) Election of Directors. GM's shareholders elected each of the 10 nominees for election to the Board, each
for a one-year term:
Director | Votes For | Votes Against | Abstentions | Broker Non-Votes | |
Mary T. Barra | 649,255,061 | 37,355,979 | 2,516,453 | 76,698,421 | |
Wesley G. Bush | 673,370,351 | 15,056,592 | 700,550 | 76,698,421 | |
Joanne C. Crevoiserat | 673,080,376 | 14,953,492 | 1,093,625 | 76,698,421 | |
Joseph Jimenez | 675,779,707 | 12,665,944 | 681,842 | 76,698,421 | |
Alfred F. Kelly, Jr. | 681,897,513 | 6,584,321 | 645,659 | 76,698,421 | |
Judith A. Miscik | 667,672,492 | 20,840,917 | 614,084 | 76,698,421 | |
Patricia F. Russo | 608,267,120 | 80,186,615 | 673,758 | 76,698,421 | |
Mark A. Tatum | 673,105,504 | 14,899,843 | 1,122,146 | 76,698,421 | |
Jan E. Tighe | 681,728,628 | 6,715,702 | 683,163 | 76,698,421 | |
Devin N. Wenig | 656,149,974 | 32,265,643 | 711,876 | 76,698,421 |
(2) Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company's Independent Registered
Public Accounting Firm for 2026. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s
independent registered public accounting firm for 2026.
Votes For | 762,459,672 |
Votes Against | 2,639,409 |
Abstentions | 726,833 |
Broker Non-Votes | 0 |
(3) Board Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation. GM’s
shareholders approved, by advisory vote, the compensation of GM’s named executive officers.
Votes For | 642,847,031 |
Votes Against | 44,473,958 |
Abstentions | 1,806,504 |
Broker Non-Votes | 76,698,421 |
(4) Board Proposal to Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named
Executive Officer Compensation. GM's shareholders, by advisory vote, selected 1 Year as the recommended
frequency of future advisory votes on named executive officer compensation.
1 Year | 672,645,795 |
2 Years | 763,374 |
3 Years | 14,886,074 |
Abstentions | 832,250 |
Broker Non-Votes | 76,698,421 |
(5) Board Proposal to Approve Amendment No. 2 to the Company's 2020 Long-Term Incentive Plan to
Increase the Number of Shares Available for Issuance Thereunder. GM's shareholders approved the
Amendment.
Votes For | 488,215,468 |
Votes Against | 199,829,891 |
Abstentions | 1,082,134 |
Broker Non-Votes | 76,698,421 |
(6) Shareholder Proposal Regarding the Separation of Chair and CEO Roles. GM's shareholders did not
approve the shareholder proposal regarding the separation of Chair and CEO roles.
Votes For | 152,263,297 |
Votes Against | 531,635,494 |
Abstentions | 5,228,702 |
Broker Non-Votes | 76,698,421 |
(7) Shareholder Proposal Requesting a Report on Human Rights Standards for Indigenous Peoples. GM's
shareholders did not approve the shareholder proposal requesting a report on human rights standards for
indigenous peoples.
Votes For | 101,084,999 |
Votes Against | 582,293,907 |
Abstentions | 5,748,587 |
Broker Non-Votes | 76,698,421 |
(d) Based on the voting results for Proposal 4 and consistent with the recommendation of the Board, GM has
determined to hold an advisory vote to approve the compensation of GM's named executive officers every year until
the next required advisory vote on the frequency of future advisory votes to approve named executive officer
compensation.
Item 9.01. Financial Statements and Exhibits.
EXHIBIT
Exhibit | Description |
Exhibit 10.1 | |
Exhibit 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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) | ||
By: | /s/ JOHN S. KIM | |
Date: June 4, 2026 | John S. Kim Assistant Corporate Secretary |