Bylaw Amendment · Shareholder Vote

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 ___________________ 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) 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 5.03.  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 Amended and Restated Certificate of Incorporation of General Motors Company 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