GM General Motors Co - 8-K

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

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