General Motors Company filed SEC Form 8-K: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
$GM
Auto Manufacturing
Industrials
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________
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 3, 2025
___________________
(Exact name of registrant as specified in its charter)
___________________
(State or other jurisdiction of incorporation) | (Commission File Number) | (I.R.S. Employer Identification No.) | |
-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 |
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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 3, 2025, General Motors Company (the "Company") held its 2025 Annual Meeting of Shareholders (the
"Annual Meeting"). At the Annual Meeting, GM shareholders approved the adoption of the Company's amended
and restated Certificate of Incorporation (the "Amended and Restated Certificate of Incorporation") to limit the
liability of certain officers of the Company in specific circumstances as permitted under the Delaware General
Corporation Law, remove inapplicable and obsolete provisions, and provide clarification in certain provisions, each
as further described in the Company's definitive proxy statement on Schedule 14A filed with the U.S. Securities and
Exchange Commission on April 22, 2025 (the "Proxy Statement"), which description is incorporated by reference
herein.
On June 3, 2025, the Company filed the Amended and Restated Certificate of Incorporation with the Secretary of
State of the State of Delaware in the form previously attached to, and as described in, the Proxy Statement.
The foregoing description of the Amended and Restated Certificate of Incorporation does not purport to be complete
and is qualified in its entirety by reference to the Amended and Restated Certificate of Incorporation, which is filed
as Exhibit 3.1 hereto and incorporated by reference.
Item 5.07. Submission of Matters to a Vote of Security Holders.
(a) The Company held its Annual Meeting on June 3, 2025.
(b) 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 having no effect) was elected as a director. For the ratification of the independent registered public
accounting firm, the advisory approval on named executive officer compensation and the shareholder proposal,
each was approved if the number of shares voted for exceeded the number of shares voted against, with
abstentions counted as votes against. The proposal to adopt the Amended and Restated Certificate of
Incorporation was approved upon votes for by the majority of outstanding shares entitled to vote, with
abstentions and broker non-votes counted as votes against. The proposals are further described in the Proxy
Statement.
(1) Election of Directors. GM's shareholders elected the Board's nominees, each for a one-year term:
Director | Votes For | Votes Against | Abstentions | Broker Non-Votes |
Mary T. Barra | 678,951,287 | 54,790,467 | 678,102 | 81,910,448 |
Wesley G. Bush | 727,145,939 | 6,848,202 | 425,715 | 81,910,448 |
Joanne C. Crevoiserat | 727,097,772 | 6,472,031 | 850,053 | 81,910,448 |
Joseph Jimenez | 725,546,947 | 8,414,730 | 458,179 | 81,910,448 |
Alfred F. Kelly, Jr. | 732,198,828 | 1,754,073 | 466,955 | 81,910,448 |
Jonathan McNeill | 726,479,715 | 7,482,665 | 457,476 | 81,910,448 |
Judith A. Miscik | 730,204,642 | 3,806,652 | 408,562 | 81,910,448 |
Patricia F. Russo | 674,252,700 | 59,744,198 | 422,958 | 81,910,448 |
Mark A. Tatum | 723,140,143 | 10,391,830 | 887,883 | 81,910,448 |
Jan E. Tighe | 732,090,155 | 1,889,666 | 440,035 | 81,910,448 |
Devin N. Wenig | 707,871,649 | 26,115,674 | 432,533 | 81,910,448 |
(2) Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company's Independent Registered
Public Accounting Firm for 2025. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s
independent registered public accounting firm for 2025.
Votes For | 808,984,440 |
Votes Against | 5,919,296 |
Abstentions | 1,426,568 |
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 | 665,089,824 |
Votes Against | 65,652,240 |
Abstentions | 3,677,792 |
Broker Non-Votes | 81,910,448 |
(4) Board Proposal to Approve the Adoption of the Amended and Restated Certificate of Incorporation.
GM's shareholders approved the adoption of the Amended and Restated Certificate of Incorporation.
Votes For | 646,939,260 |
Votes Against | 86,576,916 |
Abstentions | 903,680 |
Broker Non-Votes | 81,910,448 |
(5) Shareholder Proposal Regarding a Report on Supply Chain GHG Emissions Reduction Strategies. GM's
shareholders did not approve the shareholder proposal regarding a report on supply chain GHG emissions
reduction strategies.
Votes For | 101,338,542 |
Votes Against | 625,743,283 |
Abstentions | 7,338,031 |
Broker Non-Votes | 81,910,448 |
Item 9.01. Financial Statements and Exhibits.
EXHIBIT
Exhibit | Description |
Exhibit 3.1 | |
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 5, 2025 | John S. Kim Assistant Corporate Secretary |