GM DEF 14A Report ended June 4, 2019

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Preliminary Proxy Statement

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Definitive Proxy Statement

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Definitive Additional Materials

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Soliciting Material Pursuant to ss.240.14a-12

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u How can I view and participate in the Annual Meeting? To participate, visit gm.onlineshareholdermeeting.com and login with your 16-digit control number included in your proxy materials.

u When can I join the Annual Meeting online? You may begin to log into the meeting platform beginning at 7:45 a.m. Eastern Time on June 4, 2019. The meeting will begin promptly at 8:00 a.m. Eastern Time on June 4, 2019.

u How can I ask questions and vote? We encourage you to submit your questions and vote in advance by visiting proxyvote.com . Shareholders will also be permitted to ask questions by telephone during the meeting (subject to time restrictions). Shareholders may also vote and submit questions online in advance of and during the meeting. To participate in the meeting webcast visit gm.onlineshareholdermeeting.com .

COMMITMENT TO TRANSPARENCY

If there are questions pertinent to meeting matters that cannot be answered during the Annual Meeting due to time constraints, management will post answers to a representative set of such questions at investor.gm.com/shareholder . The questions and answers will be available as soon as practicable after the meeting and will remain available until GM’s 2020 Proxy Statement is filed.

u What if I lost my 16-digit control number? You will be able to login as a guest. To view the meeting webcast visit gm.onlineshareholdermeeting.com and register as a guest. You will not be able to vote your shares or submit questions during the meeting.

u What if I don’t have internet access? Please call (877) 328-2502 (toll free) or (412) 317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares during the meeting.

u What if I experience technical difficulties? Please call (800) 586-1548 (U.S.) or (303) 562-9288 (International) for assistance.

u Where can I find additional information? For additional information about how to attend the Annual Meeting, please see “General Information About the Annual Meeting” on page 78.

u What if I have additional questions? You may contact GM Shareholder Relations at shareholder.relations@gm.com or (313) 667-1432 for assistance.

Cautionary Note on Forward-Looking Statements: This Proxy Statement contains “forward-looking” statements regarding GM’s current expectations within the meaning of the applicable securities laws and regulations. These statements are subject to a variety of risks and uncertainties that could cause actual results to differ materially from expectations. These risks and uncertainties include, but are not limited to, the risks detailed in GM’s filings with the Securities and Exchange Commission, including the “Risk Factors” section of GM’s Annual Report on Form 10-K for the fiscal year ended December 31, 2018. We assume no obligation to update any of these forward-looking statements.

Proposal

BOARD PROPOSALS:

Item No. 1 – Election of Directors

FOR

8

Item No. 2 – Approval of, on an Advisory Basis,
Named Executive Officer Compensation

Item No. 3 – Ratification of the Selection of
Ernst & Young LLP as the Company’s Independent
Registered Public Accounting Firm for 2019

SHAREHOLDER PROPOSALS:

Item No. 4 – Independent Board Chairman

AGAINST

73

Item No. 5 – Report on Lobbying Communications and Activities

AGAINST

76

Mary T. Barra

Chairman &
Chief Executive Officer,
General Motors Company

Theodore M. Solso

Independent Lead Director,
General Motors Company, and
Retired Chairman & Chief
Executive Officer, Cummins, Inc.

Wesley G. Bush

Chairman, Northrop Grumman
Corporation

Executive Compensation

Finance

Linda R. Gooden

Retired Executive Vice President,
Information Systems & Global
Solutions, Lockheed Martin
Corporation

Audit

Cybersecurity – Chair

Executive

Risk

Joseph Jimenez

Retired Chief Executive Officer,
Novartis AG

Executive Compensation

Governance

Jane L. Mendillo

Retired President &
Chief Executive Officer,
Harvard Management Company

Finance

Audit

Judith A. Miscik

Chief Executive Officer &
Vice Chairman, Kissinger Associates, Inc.

Risk

Audit

Patricia F. Russo

Executive

Executive Compensation

Finance

Governance – Chair

Thomas M. Schoewe

Audit – Chair

Cybersecurity

Executive

Finance

Risk

Carol M. Stephenson

Retired Dean, Ivey Business
School, The University of
Western Ontario

Executive

Executive Compensation – Chair Governance

Devin N. Wenig

President &

Chief Executive Officer,

eBay Inc.

Risk

Full-Year 2018 Results Overview

GAAP vs. 2017 Non-GAAP vs. 2017 Net Revenue $147.0 B + 1.0 % EBIT-adj. Margin 8.0% (0.8) pts Income $8.1 B + 2,347 % EBIT-adj. $11.8 B (8.3) % EPS-Diluted $5.58 + 2,436% EPS-Diluted-adj. $6.54 (1.2) % Auto Operating Cash Flow $11.7 B $(2.6) B

Note: The financial information above and included in this Proxy Statement relates to our continuing operations and not our discontinued operations, which consist of the Opel and Vauxhall businesses and certain other assets in Europe and the European financing subsidiaries and branches that were sold in 2017. EBIT-adjusted, EBIT-adjusted margin and EPS-diluted-adjusted are non-GAAP financial measures. Appendix A includes a reconciliation of these non-GAAP financial measures to their most directly comparable measures reported under generally accepted accounting principles in the United States.

u GM reported strong full-year 2018 earnings driven by strong pricing, surging crossover sales, successful execution of the Company’s light-duty full-size truck launch, growth of GM Financial earnings, and disciplined cost control.

u In November 2018, the Company announced steps to align its product portfolio and capacity in North America with changed consumer preferences and transform its workforce to position the Company for long-term success.

u GM introduced the first production-ready autonomous vehicle built to operate safely with no driver or manual controls. GM Cruise has secured commitments of more than $5 billion from external investors who are attracted to Cruise’s integrated approach to software and hardware development.

u GM Financial had record full-year earnings and revenue performance in 2018.

u In the U.S., GM delivered nearly 3 million vehicles, helped by crossover sales that topped 1 million for the year. Average transaction prices (“ATPs”) were a record of nearly $36,000, while incentives as a percent of ATPs fell 0.3% year over year.

“GM delivered another strong year of earnings in a highly volatile environment in 2018. We will continue to make bold decisions to lead the transformation of this industry and drive significant shareholder value.”

–  Mary Barra, Chairman & CEO

Salary

($)

Bonus

($)

Stock

Awards

($)

Option

Awards

($)

Nonequity

Incentive Plan

Compensation

($)

Change in

Pension

Value and

NQ Deferred

Compensation

Earnings

($)

All Other

Compensation

($)

Total

($)

Mary T. Barra

2,100,000

—

11,081,760

3,425,006

4,452,000

—

811,684

21,870,450

Dhivya Suryadevara

668,100

—

2,446,635

796,263

1,192,500

—

402,592

5,506,090

Daniel Ammann

1,450,000

—

3,993,891

1,234,383

1,921,300

—

372,307

8,971,881

Mark L. Reuss

1,200,000

—

3,276,007

1,012,504

1,590,000

—

277,579

7,356,090

Alan S. Batey

1,025,000

—

2,178,894

673,429

1,230,000

—

233,197

5,340,520

Charles K. Stevens, III

1,100,000

—

3,255,775

1,006,252

1,320,000

—

257,153

6,939,180

SKILL/

QUALIFICATION

BARRA

SOLSO

BUSH

GOODEN

JIMENEZ

MENDILLO

MISCIK

RUSSO

SCHOEWE

STEPHENSON

WENIG

Board Diversity

Candidate Recommendations

Director Recruitment Process

Chairman & Chief Executive Officer,

General Motors Company

Independent Lead Director, General Motors Company,

and Retired Chairman & Chief Executive Officer,
Cummins, Inc.

Committees

Executive (Chair)

Current Public Company Directorships

The Walt Disney Company

Prior Public Company Directorships

General Dynamics Corporation (2011 to 2017)

Prior Experience

Ms. Barra has served as Chairman of GM’s Board of Directors since January 2016 and Chief Executive Officer of GM since January 2014. Prior to that time, she served as Executive Vice President, Global Product Development, Purchasing and Supply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career at GM in 1980.

Reasons for Nomination

u Extensive senior leadership experience as the CEO of GM and in other key leadership positions at the Company, including experience in operational excellence, strategic planning, purchasing and supply chain, human resources, and manufacturing and engineering.

u In-depth knowledge of the global automotive industry.

u Deep understanding of GM’s strengths, weaknesses, opportunities, challenges, risks, and corporate culture.

u Ability to drive the efficient execution of GM’s strategic plan and vision for the future.

u Strong leadership and management skills coupled with extensive engineering and global product development experience.

u Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.

Committees

Executive

Current Public Company Directorships

Ad-Astra Rocket Company

Prior Public Company Directorships

Ashland Inc. (1999 to 2012) (Lead Director 2003 to 2010) and Ball Corporation (2003 to 2019) (Lead Director 2013 to 2019)

Prior Experience

Mr. Solso served as Non-Executive Chairman of the GM Board of Directors from 2014 to 2016. He was Chairman and Chief Executive Officer of Cummins, Inc., from 2000 until his retirement in 2011 and President and Chief Operating Officer of Cummins from 1995 to 2000.

Reasons for Nomination

u Extensive senior leadership experience gained as the CEO of Cummins, including automotive-related experience and experience in finance, accounting, and vehicle and workplace safety.

u Background leading a company through strong financial performance and shareholder returns, international growth, and business restructurings.

u Valuable knowledge of key governance matters, including environmental issues, corporate responsibility, diversity, and human rights issues, gained as the CEO of Cummins and the Independent Lead Director of GM and other large global public companies.

u Extensive experience in automotive manufacturing and engineering, including with respect to emissions reduction technology, development of diesel engines, and compliance with challenging emissions laws and regulations.

u Valuable insight into advancing the business priorities of GM’s international operations gained as the U.S. Chairman of the U.S.-Brazil CEO Forum.

Committees

Executive Compensation, Finance

Current Public Company Directorships

Northrop Grumman Corporation (“Northrop Grumman”) and Dow Inc.

Prior Public Company Directorships

Norfolk Southern Corporation

Prior Experience

In 2011, Mr. Bush was appointed Chairman of the Board of Directors of Northrop Grumman. He also served as the Chief Executive Officer of Northrop Grumman from 2010 to 2018. Prior to that, Mr. Bush served in numerous leadership roles at Northrop Grumman, including President and Chief Operating Officer, Chief Financial Officer, and President of the company’s Space Technology sector. He also served in a variety of leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002. He is a member of the National Academy of Engineering.

Reasons for Nomination

u Strong track record of creating shareholder value in a complex manufacturing enterprise known for its advanced engineering and technology.

u Strong financial acumen, excellent strategic instincts, and an ability to think broadly about complex business issues.

u Valuable knowledge of key governance matters, including compensation, finance, risk management, and environment, health, and safety, gained as a director of Northrop Grumman and other large global public companies.

u Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.

Committees

Audit, Cybersecurity (Chair), Executive, Risk

Current Public Company Directorships

Automatic Data Processing, Inc., and The Home Depot, Inc.

Prior Public Company Directorships

WGL Holdings, Inc., and Washington Gas & Light Company, a subsidiary of WGL Holdings, Inc.

Prior Experience

Ms. Gooden served as Executive Vice President, Information Systems & Global Solutions of Lockheed Martin Corporation (“Lockheed Martin”) from 2007 to 2013. She also served as Deputy Executive Vice President, Information and Technology Services of Lockheed Martin from October to December 2006; and President, Information Technology of Lockheed Martin from 1997 to December 2006.

Reasons for Nomination

u Significant senior leadership experience gained through various leadership positions at Lockheed Martin, including experience in technology, innovation, acquisitions, divestitures, business restructuring, and finance.

u Strong track record of identifying and mitigating enterprise risks in various senior leadership roles.

u Valuable insight into GM’s information technology (“IT”) function, technology systems and processes, and cybersecurity framework, including those related to mobility and autonomous vehicles, gained through various leadership roles at Lockheed Martin.

u Extensive expertise in cybersecurity and IT, as well as significant operational, strategic planning, and government relations experience.

u Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.

Committees

Executive Compensation, Governance and Corporate Responsibility

Current Public Company Directorships

The Procter & Gamble Co.

Prior Public Company Directorships

Colgate-Palmolive Company (2010 to 2015)

Prior Experience

Mr. Jimenez served as Chief Executive Officer of Novartis AG (“Novartis”) from 2010 until his retirement in 2018. He was Head of Novartis’ Pharmaceuticals Division from October 2007 to 2010 and Head of Novartis’ Consumer Health Division from April to October 2007. Prior to joining Novartis, Mr. Jimenez served as Advisor to the Blackstone Group L.P., a private equity firm, from 2006 to 2007. He was President and Chief Executive Officer of H.J. Heinz Company (“Heinz”) North America from 2002 to 2006 and Executive Vice President, President and Chief Executive Officer of Heinz Europe from 1999 to 2002. Prior to joining Heinz, Mr. Jimenez held various leadership positions at ConAgra Foods Inc. (“ConAgra”), including President and Senior Vice President of two operating divisions from 1993 to 1998.

Reasons for Nomination

u Extensive senior leadership experience gained as the CEO of Novartis and in other senior leadership positions in the consumer products industry, including experience in international operations, strategic planning, and finance.

u Valuable insight into GM’s strategy to enhance the customer experience and earn customers for life gained through various senior leadership positions at Heinz and ConAgra and as a director of Procter & Gamble.

u Experience executing business restructurings and significant business transformations at both Heinz and Novartis.

u Valuable knowledge of key governance matters gained as the CEO of Novartis and a director of GM and other large global public companies.

Committees

Audit, Finance

Current Public Company Directorships

Lazard Ltd.

Prior Public Company Directorships

None

Prior Experience

Ms. Mendillo served as President and Chief Executive Officer of the Harvard Management Company (“HMC”) from 2008 to 2014, managing Harvard University’s approximately $37 billion global endowment and related assets. Prior to joining HMC, she was Chief Investment Officer of Wellesley College from 2002 to 2008; and prior to that, she spent 15 years at HMC in investment management positions, including in public and private equity markets and alternative asset investments. She also serves as a Trustee to the Old Mountain Private Trust Company and a member of the board and executive committee of the Berklee College of Music. She has also previously served as Chair of the investment committee of the Partners Healthcare System; a member of the investment committees at Yale University and the Rockefeller Foundation; and a member of the board of directors and investment committees of the Mellon Foundation and the Boston Foundation.

Reasons for Nomination

u Extensive senior leadership experience gained as the CEO of HMC, including experience in risk and crisis management.

u Deep capital markets expertise gained from her more than 30 years managing globally diverse endowments and investment portfolios.

u Valuable insight into GM’s disciplined capital allocation framework and its financial policies and strategies.

u Valuable knowledge of key governance matters gained as a director of GM and another large global public company.

Committees

Audit, Risk

Current Public Company Directorships

Morgan Stanley

Prior Public Company Directorship

EMC Corporation (2012 to 2016) and Pivotal Software, Inc. (2014 to 2016)

Prior Experience

In July 2017, Ms. Miscik was appointed as Chief Executive Officer and Vice Chairman of Kissinger Associates, Inc. (“Kissinger Associates”). Prior to that time, she served as Co-Chief Executive Officer and Vice Chairman of Kissinger Associates from 2015 to 2017 and as President and Vice Chairman of Kissinger Associates from 2009 to 2015. Prior to joining Kissinger Associates, Ms. Miscik was the Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008 and served at the Central Intelligence Agency (“CIA”) from 1983 to 2005, where she was the Deputy Director for Intelligence from 2002 to 2005.

Reasons for Nomination

u Extensive leadership experience gained as CEO of Kissinger Associates and as Deputy Director for Intelligence at the CIA.

u Valuable experience in assessing and mitigating geopolitical and macroeconomic risks in both public and private sector roles, which will provide significant insight into GM’s overall strategy, particularly as GM navigates critical international issues such as trade and global economic conditions.

u Unique and extensive background in intelligence, security, risk analysis, and mitigation, which will provide significant insight into the Board’s oversight of GM’s enterprise risk identification and mitigation processes.

u Valuable knowledge of key governance matters gained as a director of GM and another large global company.

Committees

Executive, Executive Compensation, Finance, Governance and Corporate Responsibility (Chair)

Current Public Company Directorships

Hewlett Packard Enterprise Company (Chairman), KKR Management LLC, and Merck & Co. Inc.

Prior Public Company Directorships

Hewlett-Packard Company (2011 to 2015) (Lead Director 2014 to 2015) and Alcoa, Inc. (2016)

Prior Experience

Ms. Russo served as Lead Director of the Hewlett-Packard Company Board of Directors from 2014 to 2015. She was Independent Lead Director of the GM Board of Directors from March 2010 to January 2014. She also served as Chief Executive Officer of Alcatel-Lucent S.A. (“Alcatel-Lucent”) from 2006 to 2008; Chairman and Chief Executive Officer of Lucent Technologies, Inc., (“Lucent”) from 2003 to 2006; and President and Chief Executive Officer of Lucent from 2002 to 2006.

Reasons for Nomination

u Extensive senior leadership gained as the CEO of Alcatel-Lucent and Lucent, including experience in corporate strategy, finance, sales and marketing, technology, and leadership development.

u Significant strategic business experience gained through managing critical technology disruptions and successfully leading Lucent through a severe industry downturn.

u Valuable insight into GM’s evaluation and execution of strategic transactions gained through experience overseeing Hewlett-Packard Company’s split into two companies, the Alcoa-Arconic split, and managing the Alcatel-Lucent merger.

u Valuable knowledge of key governance matters, including executive compensation, gained as the CEO of Alcatel-Lucent and Lucent and as a director of GM and other large global public companies.

Committees

Audit (Chair), Cybersecurity, Executive, Finance, Risk

Current Public Company Directorships

KKR Management LLC and Northrop Grumman Corporation

Prior Public Company Directorship

PulteGroup, Inc. (2009 to 2012)

Prior Experience

Mr. Schoewe served as Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. (“Wal-Mart”) from 2000 to 2011. Prior to joining Wal-Mart, he was Senior Vice President and Chief Financial Officer of Black & Decker Corporation (“Black & Decker”) from 1996 to 1999; Vice President and Chief Financial Officer of Black & Decker from 1993 to 1996; Vice President of Finance of Black & Decker from 1989 to 1993; and Vice President of Business Planning and Analysis of Black & Decker from 1986 to 1989.

Reasons for Nomination:

u Extensive financial expertise as the CFO of Wal-Mart and Black & Decker.

u Significant senior leadership experience gained in various leadership positions, including experience in financial reporting, accounting and controls, business planning and analysis, and risk management.

u Valuable insight into GM’s IT function, technology systems and processes, and cybersecurity framework gained through experience leading large-scale, transformational IT implementations at Wal-Mart and Black & Decker.

u Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.

Committees

Executive, Executive Compensation (Chair), Governance and Corporate Responsibility

Current Public Company Directorships

Intact Financial Corporation (formerly ING Canada) and Maple Leaf Foods Inc.

Prior Public Company Directorships

Ballard Power Systems, Inc. (2012 to 2017) and Manitoba Telecom Services (2008 to 2016)

Prior Experience

Ms. Stephenson served as Dean of the Ivey Business School at the University of Western Ontario from 2003 until her retirement in 2013. Prior to joining the Ivey Business School, she was President and Chief Executive Officer of Lucent Technologies Canada from 1999 to 2003. She was also a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009 and was appointed an officer of the Order of Canada in 2009.

Reasons for Nomination

u Significant senior leadership experience gained as Dean of the Ivey Business School and in leadership positions in the telecommunications industry.

u Valuable insight into GM’s strategy to strengthen our core business and transform the future of personal mobility gained through expertise in marketing, operations, strategic planning, technology development, and financial management.

u Extensive expertise in North American trade issues and the Canadian business environment gained as a director at several leading Canadian companies.

u Valuable knowledge of key governance matters, including executive compensation, gained as a director of GM and other large global public companies.

Committees

Risk

Current Public Company Directorships

eBay Inc.

Prior Public Company Directorships

None

Prior Experience

In July 2015, Mr. Wenig was appointed as President and Chief Executive Officer of eBay Inc. (“eBay”). Prior to that time, he served as President of eBay’s Marketplaces business from 2011 to July 2015. Prior to joining eBay, Mr. Wenig was Chief Executive Officer of Thomson Reuters Corporation’s (“Thomson Reuters”) largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc (“Reuters”) from 2006 to 2008; and President of Reuters Business divisions from 2003 to 2006.

Reasons for Nomination

u Extensive senior leadership experience gained as the CEO of eBay, including experience in technology, global operations, and strategic planning.

u Critical technology insight into GM’s strategies related to the future of mobility, autonomous vehicles, vehicle connectivity, and data monetization gained through various roles at eBay.

u Valuable insight into GM’s strategy to enhance the customer experience and earn customers for life gained through various consumer-facing leadership roles at eBay, Thomson Reuters, and Reuters.

u Valuable knowledge of key governance matters gained as the CEO and as a director of eBay.

Guiding Principles

Annual Review Process

Director Stock Ownership and Holding Requirements

Annual Compensation

Compensation Element

2018

Board Retainer

$

285,000

Independent Lead Director Fee

$

100,000

Audit Committee Chair Fee

$30,000

All Other Committee Chair Fees (excluding the Executive Committee)

$20,000

How Deferred Share Units Work

Other Compensation

Type

Purpose

u Company Vehicles

We provide directors with the use of Company vehicles to provide feedback on our products as well as enhance the public image of our vehicles. Retired directors also receive the use of a Company vehicle for a period of time. Participants are charged with imputed income based on the lease value of the vehicles and are responsible for associated taxes.

u Personal Accident Insurance
(“PAI”) ⁽¹⁾

We provide PAI coverage in the event of accidental death or dismemberment. Directors are responsible for associated taxes on the imputed income from the coverage.

Ms. Barra, our sole employee director, does not receive additional compensation for her Board service other than the PAI benefit described above, the value of which is reported for Ms. Barra in the Summary Compensation Table on page 58.

2018 Non-Employee Director Compensation Table

Director

Fees Earned or

Paid in Cash ⁽¹⁾

($)

Stock Awards ⁽²⁾

($)

All Other

Compensation ⁽³⁾

($)

Total

($)

Linda R. Gooden

162,500

126,073

18,782

307,355

Joseph Jimenez

142,500

126,073

23,803

292,376

Jane L. Mendillo

142,500

126,073

9,573

278,146

Judith A. Miscik ⁽⁴⁾

35,625

34,487

1,394

71,506

Michael G. Mullen

162,500

126,073

31,719

320,292

James J. Mulva

162,500

126,073

29,115

317,688

Patricia F. Russo

162,500

126,073

19,261

307,834

Thomas M. Schoewe

172,500

126,073

37,282

335,855

Theodore M. Solso

242,500

126,073

18,990

387,563

Carol M. Stephenson

162,500

126,073

16,823

305,396

Devin N. Wenig ⁽⁵⁾

106,875

97,072

10,889

214,836

This column reflects director compensation eligible to be paid in cash, which consists of 50% of the annual Board retainer ($142,500) and any applicable Committee Chair or Independent Lead Director fees. Each of the following directors elected to receive DSUs in lieu of such amounts eligible to be paid in cash in the following amounts: Ms. Gooden—$20,000; Mr. Jimenez—$142,500; Ms. Mendillo—$142,500; Admiral Mullen—$20,000; Mr. Mulva—$162,500; Ms. Russo—$20,000; Mr. Solso—$242,500; Ms. Stephenson—$81,250; and Mr. Wenig—$106,875.

Reflects aggregate grant date fair value of DSUs granted in 2018, which does not include any cash fees that directors voluntarily elected to receive as DSUs. Grant date fair value is calculated by multiplying the number of DSUs granted by the closing price of GM common stock on December 31, 2018, which was $33.45. The holders of DSUs also receive dividend equivalents, which are reinvested in additional DSUs based on the market price of the common stock on the date the dividends are paid.

The following table provides more information on the type and amount of benefits included in the All Other Compensation column.

Director

Company

Vehicle

Program

(a)

Other

(b)

Director

Company

Vehicle

Program

(a)

Other

(b)

Ms. Gooden

$18,542

$240

$18,782

Ms. Russo

$19,021

$240

$19,261

Mr. Jimenez

$23,563

$240

$23,803

Mr. Schoewe

$37,042

$240

$37,282

Ms. Mendillo

$  9,333

$240

$  9,573

Mr. Solso

$18,750

$240

$18,990

Ms. Miscik

$  1,354

$  40

$  1,394

Ms. Stephenson

$16,583

$240

$16,823

Admiral Mullen

$31,479

$240

$31,719

Mr. Wenig

$10,729

$160

$10,889

Mr. Mulva

$28,875

$240

$29,115

The Company vehicle program includes the estimated annual lease value of the Company vehicles driven by directors. We include the annual lease value because it is more reflective of the value of the Company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each director.

Reflects the cost of premiums for providing personal accident insurance (annual premium cost of $240 is prorated, as applicable, for the period of service). In addition, Mr. Solso received tickets to attend a special event; the tickets had no incremental cost to the Company.

Ms. Miscik joined the Board on October 8, 2018.

Mr. Wenig joined the Board on April 18, 2018.

The Board is Actively Engaged in Shaping the Company’s Purpose and Overseeing Strategy

Every year, the Board holds a multi-day session devoted to discussing, debating, challenging, and validating management’s strategic objectives, initiatives, and execution. During these discussions, directors engage in an active dialogue and shape various aspects of management’s strategy and execution. This annual strategy session is supplemented by frequent updates and discussions of GM’s strategy throughout the year – at every Board meeting and between regularly scheduled sessions as may be necessary from time to time. Since the last annual meeting, these strategy discussions included review of the Company’s recent transformation actions; Cadillac’s future growth plans; performance and strategic opportunities in China; regulatory issues related to vehicle efficiency standards; the Company’s electric vehicle execution strategy; and other issues critical to the future viability of the Company. Your Board also solicits independent views on GM’s business and key industry trends from outside experts – including investment bankers and buy- and sell-side analysts – as well as investors through its robust Director-Shareholder Engagement Policy. For additional information on shareholder engagement, please see pages 31 and 32.

Find more online.

Each Committee has a charter governing its activities. Committee charters are available on our website at investor.gm.com/resources .

Thomas M. Schoewe,

Chair

Members: Thomas M. Schoewe (Chair), Linda R. Gooden, Jane L. Mendillo, Judith A. Miscik, and Michael G. Mullen

Meetings held in 2018: 7

Linda R. Gooden,

Chair

Members: Linda R. Gooden (Chair), Michael G. Mullen, and Thomas M. Schoewe

Meetings held in 2018: 4

Key Responsibilities

u Monitors the effectiveness of GM’s financial reporting processes and systems and disclosure and internal controls;

u Selects and engages GM’s external auditors and reviews and evaluates the external auditor’s audit process;

u Reviews and evaluates the scope and performance of the internal audit function;

u Facilitates ongoing communications about GM’s financial position and affairs between the Board and the external auditors, GM’s financial and senior management, and GM’s internal audit staff;

u Reviews GM’s policies and procedures regarding ethics and compliance; and

u Oversees the preparation of the Audit Committee Report and related disclosures for the annual Proxy Statement.

The Board has determined that all members of the Audit Committee meet heightened independence and qualification criteria and are financially literate in accordance with the NYSE Corporate Governance Standards and SEC rules and that Ms. Gooden, Ms. Mendillo, and Mr. Schoewe are each qualified as an “audit committee financial expert” as defined by the SEC.

RECENT ACTIVITIES AND KEY FOCUS AREAS Monitored the integration of the Companys new independent auditor, Ernst & Young LLP Oversaw managements rollout of the new incident and investigation tracking tool called AIMS (Awareline and Issue Management System) Oversaw the strategic transformation of GM's internal audit staff, including th eenhancement of its digital capabilities Reviewed the impact of the Company's new revenue recognition standard on a modified retrospective basis Reviewed internal controls over financial reporting to maintain world-class control environment

For additional information about the Audit Committee and its 2018 activities, see its report included in this Proxy Statement, beginning on page 71.

Effective May 10, 2019, the Audit Committee members will be Mr. Schoewe (Chair), Mr. Bush, Ms. Gooden, Ms. Mendillo, and Ms. Miscik.

Key Responsibilities

u Oversees the effectiveness of the Company’s cybersecurity programs and its practices for identifying, assessing, and mitigating cybersecurity risks;

u Reviews the Company’s controls to prevent, detect, and respond to cyberattacks and breaches involving GM’s electronic information, intellectual property, sensitive data, connected products, and the connected ecosystem;

u Oversees management’s implementation of cybersecurity programs and risk policies and procedures and management’s actions to safeguard their effectiveness; and

u Evaluates the Company’s cyber-crisis preparedness, incident response plans, and disaster recovery capabilities.

RECENT ACTIVITIES AND KEY FOCUS AREAS Utilized a Global Cybersecurity Risk Scorecard to track implementation of cybersecurity programs, risk policies and procedures, and management's actions to safeguard the effectiveness and integrity of GM's electronic systems and facilities Continued evaluation of GM's key cybersecurity risks and enterprise and product cybersecurity programs Monitored global regulatory developments and shifting consumer expectations on data privacy practices

Effective May 10, 2019, the Cybersecurity Committee and the Risk Committee will be combined into the new Risk and Cybersecurity Committee and the members will be Ms. Gooden (Chair), Mr. Jimenez, Ms. Miscik, Mr. Schoewe, and Mr. Wenig.

Carol M. Stephenson,

Chair

Members: Carol M. Stephenson (Chair), Wesley G. Bush, Joseph Jimenez, James J. Mulva, and Patricia F. Russo

Meetings held in 2018: 6

James J. Mulva,

Chair

Members: James J. Mulva (Chair), Wesley G. Bush, Jane L. Mendillo, Patricia F. Russo, and Thomas M. Schoewe

Meetings held in 2018: 4

Key Responsibilities

u Oversees the Company’s executive compensation policies, practices, and programs;

u Reviews and approves corporate goals and objectives for compensation, evaluates performance (along with the full Board), and determines compensation levels for the Chairman and CEO;

u Reviews and approves compensation of NEOs, executive officers, and other senior leaders under its purview;

u Oversees compensation policies and practices so that the plans do not encourage unnecessary or excessive risks; and

u Oversees the Company’s compensation policies and practices that promote diversity and inclusion.

The Board has determined that all members of the Compensation Committee meet heightened independence and qualification criteria in accordance with NYSE listing standards and SEC rules. The Compensation Committee’s charter permits the Committee to delegate its authority to members of management and also form and delegate authority to subcommittees consisting of one or more members when it deems it appropriate.

Effective May 10, 2019, the Executive Compensation Committee members will be Ms. Stephenson (Chair), Ms. Russo, Mr. Jimenez, and Mr. Bush.

RECENT ACTIVITIES AND KEY FOCUS AREASReviewed compensation programs to ensure the design supports the talent needs of the Company by attracting the talent needed for both today and in the future Supported key leadership changes to strengthen our core business and deliver on our vision of a future with Zero Crashes, Zero Emissions, and Zero Congestion Revised short-term incentive compensation considerations to better link safety performance and compensation Updated key governance documents, including the Companys Equity Grant Policy and the Committees Delegation of Authority to Management

Key Responsibilities

u Assists the Board in its oversight of financial policies, strategies, and capital structure;

u Reviews the Company’s cash management policies and proposed capital plans, capital expenditures, dividend actions, stock repurchases, issuances of debt or equity securities, and credit facility and other borrowings;

u Reviews any significant financial exposures and contingent liabilities of the Company, including foreign exchange, interest rate, and commodities exposures, and the use of derivatives to hedge those exposures; and

u Reviews the regulatory compliance, administration, financing, investment performance, risk and liability profile, and funding of the Company’s U.S. pension obligations.

Effective May 10, 2019, the Finance Committee members will be Mr. Jimenez (Chair), Ms. Mendillo, Mr. Schoewe, Ms. Russo, and Mr. Bush.

RECENT ACTIVITIES AND KEY FOCUS AREASContinued to oversee GMs disciplined Capital Allocation Strategy Maintained focus on macroeconomic factors affecting the Companys performance and results of operations Monitored efforts to deliver world-class cost performance following efforts to create structural cost savings and increased focus on cash flow Oversaw GM Financials continued execution of its full captive strategy

Patricia F. Russo,

Chair

Members: Patricia F. Russo (Chair), Joseph Jimenez, and Carol M. Stephenson

Meetings held in 2018: 4

Admiral Michael G. Mullen,

Chair

Members: Michael G. Mullen (Chair), Linda R. Gooden, Judith A. Miscik, James J. Mulva, Thomas M. Schoewe, and Devin N. Wenig

Meetings held in 2018: 4

Key Responsibilities

u Reviews the Company’s corporate governance framework, including all significant governance policies and procedures;

u Oversees Company policies and strategies related to corporate responsibility, sustainability, and political contributions and lobbying activities;

u Reviews the appropriate composition of the Board and recommends director nominees;

u Oversees the self-evaluation process of the Board and Committees;

u Recommends compensation of non-employee directors to the Board; and

u Reviews and approves related party transactions and any potential Board conflicts of interest, as applicable.

RECENT ACTIVITIES AND KEY FOCUS AREAS Continued Board succession planning and refreshment with the recruitment of Judith A. Miscik and Wesley G. Bush Managed Director-Shareholder Engagement Policy, which facilitated important feedback to the Board Maintained focus on ESG strategy to improve GMs third-party rankings and performance Expanded oversight of lobbying activities as part of the annual review of U.S. political expenditures

Effective May 10, 2019, the Governance and Corporate Responsibility Committee members will be Ms. Russo (Chair), Ms. Mendillo, Mr. Solso, and Ms. Stephenson.

Key Responsibilities

u Assists the Board in its oversight of the Company’s risk management framework and practices;

u Reviews the Company’s risk culture, including open risk discussions and the integration of risk management into the Company’s behaviors, decision making, and processes;

u Reviews management’s evaluation of strategic and operating risks—including risk concentrations, mitigating measures and the types and levels of risk that are acceptable in the pursuit and protection of shareholder value;

u Reviews the impact of the Company’s programs and practices regarding vehicle and workplace safety; and

u Reviews risks related to the Company’s public policy positions in the U.S. and internationally.

RECENT ACTIVITIES AND KEY FOCUS AREAS Reviewed efforts to develop a stronger, more effective, enterprisewide workplace safety culture Conducted review of key strategic and business risks, including trade, labor asset sustainment, vehicle safety, and others Evaluated key public policy, geopolitical, and region-specific risks (including Korea and China) and reviewed mitigating actions taken by management Reviewed results of the annual enterprise risk assessment, including determination of enterprise risk focus for 2019

Effective May 10, 2019, the Risk Committee and the Cybersecurity Committee will be combined into the new Risk and Cybersecurity Committee and the members will be Ms. Gooden (Chair), Mr. Jimenez, Ms. Miscik, Mr. Schoewe, and Mr. Wenig.

EXECUTIVE

Your Board has an Executive Committee composed of the Chairman and CEO, the Independent Lead Director, and the Chairs of all other standing Committees. The Executive Committee is chaired by Ms. Barra, and it can act on certain limited matters for the full Board in intervals between meetings of the Board. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported and ratified at the next succeeding Board meeting. The Executive Committee did not meet in 2018.

Creating a risk-aware culture across the enterprise to facilitate open transparent dialogue;