Shareholder Vote

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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 4, 2024     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.)   300 Renaissance Center , Detroit , Michigan   48265-3000 (Address of principal executive offices)   (Zip Code) (313) 667-1500 (Registrant’s telephone number, including area code)     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 5.07. Submission of Matters to a Vote of Security Holders.   (a) General Motors Company (“GM”) held its 2024 Annual Meeting of Shareholders on June 4, 2024.   (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. 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. The proposals are further described in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 24, 2024. (1)   Election of Directors. GM’s shareholders elected the Board’s nominees for one-year terms:   Director   Votes For   Votes Against   Abstentions   Broker Non-Votes Mary T. Barra   810,805,033   46,063,046   4,809,641   97,958,107 Wesley G. Bush   826,679,382   33,551,230   1,447,108   97,958,107 Joanne C. Crevoiserat   855,071,601   5,198,587   1,407,532   97,958,107 Linda R. Gooden   857,451,156   2,850,914   1,375,650   97,958,107 Joseph Jimenez   834,678,205   25,543,095   1,456,420   97,958,107 Jonathan McNeill   854,637,877   5,566,387   1,473,456   97,958,107 Judith A. Miscik   858,649,259   1,626,843   1,401,618   97,958,107 Patricia F. Russo   779,457,342   80,817,207   1,403,171   97,958,107 Thomas M. Schoewe   834,904,238   25,325,735   1,447,747   97,958,107 Mark A. Tatum   852,188,149   8,044,354   1,445,217   97,958,107 Jan E. Tighe   858,518,900   1,737,689   1,421,131   97,958,107 Devin N. Wenig   836,194,033   23,982,775   1,500,912   97,958,107 (2)   Board Proposal to Ratify the Selection of Ernst  & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2024. GM’s shareholders ratified the appointment of Ernst & Young LLP as GM’s independent registered public accounting firm for 2024.   Votes For   951,074,847 Votes Against   6,615,500 Abstentions   1,945,480 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   497,425,426 Votes Against   362,107,818 Abstentions   2,144,476 Broker Non-Votes   97,958,107   (4)   Shareholder Proposal Requesting a Report on the Use of Child Labor in Connection with the Company’s EV Supply Chain. GM’s shareholders did not approve the shareholder proposal requesting a report on the use of child labor in connection with the company’s EV supply chain.   Votes For   108,741,245 Votes Against   741,336,596 Abstentions   11,599,879 Broker Non-Votes   97,958,107 (5)   Shareholder Proposal to Eliminate EV Targets From Incentive Compensation Programs. GM’s shareholders did not approve the shareholder proposal to eliminate EV targets from incentive compensation programs.   Votes For   6,587,255 Votes Against   851,645,950 Abstentions   3,444,515 Broker Non-Votes   97,958,107 (6)   Shareholder Proposal Requesting a Report on the Company’s Use of Deep-Sea Mined Minerals in its Production and Supply Chains. GM’s shareholders did not approve the shareholder proposal requesting a report on the Company’s use of deep-sea mined minerals in its production and supply chains.   Votes For   107,541,438 Votes Against   746,401,641 Abstentions   7,734,641 Broker Non-Votes   97,958,107 (7)   Shareholder Proposal Requesting a Report on Sustainability Risks in the Company’s Supply Chain. GM’s shareholders did not approve the shareholder proposal requesting a report on sustainability risks in the Company’s supply chain.   Votes For   117,328,279 Votes Against   736,668,866 Abstentions   7,680,575 Broker Non-Votes   97,958,107   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   John S. Kim   Assistant Corporate Secretary Date: June 6, 2024