Executive Change · 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 2, 2026 ___________________ 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 Amendment No. 2 to the General Motors Company 2020 Long-Term Incentive Plan, incorporated by reference to Appendix B of the Definitive Proxy Statement of General Motors Company filed with the SEC on April 20, 2026 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