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GENERAL MOTORS CO FILES (8-K) Disclosing Change in Directors or Principal Officers, Amendments to Articles of Inc. or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Other Events, Financial Statements and Exhibits

June 12, 2014

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

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Broker Nominee For Against Abstain 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

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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 Attached as Exhibit Bylaws of General Motors Company, as amended Exhibit 10.1 2014 Long-Term Incentive Attached as Exhibit Plan Exhibit 10.2 2014 Short-Term Incentive Attached as Exhibit Plan



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Source: Edgar Glimpses


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