UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
(d) On September 3, 2024, the Board of Directors (the “Board”) of General Motors Company (“GM”) elected Alfred F. Kelly, Jr. as a member of the Board. The Board has determined that Mr. Kelly is an independent director under New York Stock Exchange listing standards and GM’s independence guidelines, as set forth in its Corporate Governance Guidelines. Mr. Kelly has not yet been named to any committees of the Board.
There are no arrangements or understandings between Mr. Kelly and any other person pursuant to which he was selected as a director, and there are no relationships or transactions to which Mr. Kelly is a party that would require disclosure under Item 404(a) of Regulation S-K.
Like the other non-employee members of the Board, Mr. Kelly will receive an annual retainer of $325,000 for his service on the Board (prorated to reflect the date service began) and personal accident insurance, and will also participate in the company vehicle program. Under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Plan”), Mr. Kelly is required to defer 60% of his annual Board retainer into GM’s Deferred Share Units (“DSUs”) and may elect to defer all or 40% of his remaining Board compensation into additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available to Mr. Kelly until such time as he retires or otherwise leaves the Board, at which time he will receive a cash payment or payments based on the number of DSUs in his account, valued at the average daily market price for the quarter immediately preceding payment.
A copy of the press release announcing the election of Mr. Kelly to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.
| Item 9.01 | Financial Statements and Exhibits |
| Exhibit |
Description | |
| 99.1 | Press Release issued by General Motors Company, dated September 5, 2024 | |
| 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.
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GENERAL MOTORS COMPANY (Registrant) | ||||
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By: | /s/ John S. Kim | ||||
| Date: September 5, 2024 |
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John S. Kim Assistant Corporate Secretary | ||||