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    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

    6/5/25 4:08:56 PM ET
    $GM
    Auto Manufacturing
    Consumer Discretionary
    Get the next $GM alert in real time by email
    gm-20250603
    0001467858FALSE12-3100014678582025-06-032025-06-03
    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
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