General Motors Co false 0001467858 0001467858 2021-03-25 2021-03-25





Washington, DC 20549- 1004







Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 25, 2021




(Exact name of registrant as specified in its charter)




Delaware   001-34960   27-0756180

(State or other jurisdiction

of incorporation)



File Number)


(I.R.S. Employer

Identification No.)


300 Renaissance Center

Detroit, Michigan

(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





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.

(d) On March 25, 2021, the Board of Directors (the “Board”) of General Motors Company (“GM”) elected Margaret C. Whitman and Mark A. Tatum as members of the Board. The Board has determined that each of Ms. Whitman and Mr. Tatum is an independent director under New York Stock Exchange listing standards and GM’s independence guidelines, as set forth in its Corporate Governance Guidelines. Ms. Whitman and Mr. Tatum have not yet been named to any committees of the Board.

There are no arrangements or understandings between either Ms. Whitman or Mr. Tatum and any other person pursuant to which they were selected as directors, and there are no relationships or transactions to which either Ms. Whitman or Mr. Tatum is a party that would require disclosure under Item 404(a) of Regulation S-K.

Like the other non-employee members of the Board, Ms. Whitman and Mr. Tatum will each receive an annual retainer of $285,000 for their 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”), Ms. Whitman and Mr. Tatum are each required to defer 50% of their annual Board retainer into GM’s Deferred Share Units (“DSUs”) and may elect to defer all or 50% of their remaining Board compensation into additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available to Ms. Whitman or Mr. Tatum, respectively, until such time as they retire or otherwise leave the Board, at which time they will receive a cash payment or payments based on the number of DSUs in their account, valued at the average daily market price for the quarter immediately preceding payment.

A copy of the press release announcing the election of Ms. Whitman and Mr. Tatum to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.


Item 9.01

Financial Statements and Exhibits





99.1    Press Release issued by General Motors Company, dated March 25, 2021
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


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.












/s/ Ann Cathcart Chaplin

Date: March 25, 2021  





Ann Cathcart Chaplin

Corporate Secretary and Deputy General Counsel