Schedule 14A

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Washington, D.C. 20549




Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934




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Preliminary Proxy Statement




Definitive Proxy Statement


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Soliciting Material Pursuant to ss.240.14a-12




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We earn customers for life.


We build brands that inspire passion and loyalty.


We translate breakthrough technologies into vehicles people love.


We serve and improve the communities in which we live and work.


We are building the most valued automotive company.





Letter From the Chairman & Chief Executive Officer


Dear Fellow Shareholder:


I am pleased to invite you to attend our 2016 Annual Meeting of Shareholders.


Key to Our Success


The key to our success is placing the customer at the center of everything we do, from safety and quality to design and connectivity. We strive to earn customers for life with brands that inspire passion and loyalty and with breakthrough technologies and experiences that people love. By satisfying our current customers and winning new ones on the strength of our latest cars, trucks and crossovers, we achieved solid financial results in 2015. This strong performance enabled us to reinvest in our business, including in the technology and advanced mobility solutions our customers expect and demand. Importantly, it also enabled us to increase shareholder returns through dividends and our expanded share repurchase program.


Strategic Plan


Our strategic plan, endorsed by the Board of Directors, is to continue strengthening our core business and to take advantage of this strength to define and lead the future of personal mobility. Around the world, social and technological changes are rapidly transforming personal transportation. I believe the automotive industry will change more in the next five years than it has in the previous 50 years. We’re excited by this kind of disruption and are working to lead it. To this end, we are leveraging our 1.2 billion OnStar customer interactions, we are leading the industry in 4G LTE connectivity, we launched Maven, our unified car-sharing program, we announced a strategic alliance with Lyft Inc., the fastest-growing ridesharing company in the U.S., and we have announced our intent to acquire Cruise Automation, Inc., a leader in autonomous technology. Later this year, we will launch the groundbreaking, all-electric Chevrolet Bolt EV, featured on the front cover of this Proxy Statement, and next year we will introduce “Super Cruise” hands-free highway driving automation technology in the 2017 Cadillac CT6.


Board Alignment


Our Board and leadership team are confident that our strategic plan will enable us to lead in the transformation of personal mobility. The Board fully supports our focus on optimizing long-term financial returns for our shareholders by increasing profitability in our core business, taking advantage of growth opportunities and driving innovation through this period of disruption and change.


The Board has the right mix of relevant expertise and experience to oversee and guide the leadership team as we execute our strategic plan. The Board’s diversity and independence foster the wide range of thought and perspective that is critical to the Company’s success. Establishing a best-in-class governance and compensation environment is a priority for the Board. We’ve highlighted our key accomplishments in governance for 2015 in the pages that follow.


Shareholder Outreach


Over the past year, I have met with many of you through our expanded investor engagement program, which has enabled the GM leadership team and Board to meet and solicit feedback and share information with shareholders. Both GM and the Board benefit greatly from the insights, experiences and ideas exchanged during these engagements, and I look forward to continuing them in the year ahead.


Thank you for your support and interest in GM.






Mary T. Barra

Chairman & Chief Executive Officer




Letter From the Independent Lead Director


Dear Fellow Shareholder:


General Motors Company is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable the Company to operate its business responsibly, with integrity, and in the best interests of its shareholders. I want to take this opportunity to highlight the significant governance developments at GM over 2015 and early 2016. They are also described in more detail in this Proxy Statement.


Board Leadership Structure


On January 4, 2016, our Board recombined the positions of Chairman and CEO under the leadership of Mary T. Barra and designated me as the Board’s Independent Lead Director. The Board concluded that it was in the best interests of the Company and its shareholders to combine the roles of Chairman and CEO at this time to drive the most efficient execution of our strategic plan and realize our vision for the future. At the same time, our Board strengthened the responsibilities of the Lead Director role, which are described in GM’s Corporate Governance Guidelines and in this Proxy Statement, to include additional duties that further promote independent, objective oversight by the non-employee directors. With these changes, the Board has adopted the right governance structure, with the right leaders and oversight, to drive shareholder value now and in the future.


Board Refreshment


The Board continues to recruit new directors to bring fresh perspectives and new ideas into the GM Boardroom. In 2015, we added two new directors: Linda R. Gooden, retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation, and Joseph Jimenez, CEO, Novartis AG. This year, we are pleased to announce the nomination of Jane L. Mendillo for election to the Board. Jane is the retired President and CEO of Harvard Management Company and brings a seasoned finance perspective and extensive investment management experience to our Board.


Shareholder Engagement and Proxy Access


To strengthen our commitment to receiving investor feedback, the Board has adopted a Director-Shareholder Engagement Policy that promotes proactive and productive engagement between directors and shareholders. Over the course of 2015 and through 2016, members of our Board have had and will continue to have direct conversations with investors on matters that are important to them, as well as matters on which GM wishes to share information or seek input.


In mid-2015, our Board began considering whether it would be appropriate to proactively adopt proxy access to provide our shareholders greater ability to have their voices heard through nomination of director candidates. Our process included a review of best practices, trends among other large public companies adopting proxy access and an extensive engagement process with shareholders. Reflective of our commitment to an active engagement process, the Board considered feedback from our shareholders and tailored certain aspects of the Company’s proxy access bylaw, which was adopted recently, based on that feedback.


Board Oversight


Board and Committee meetings regularly devote substantial time to GM’s strategic priorities, focusing on assessing the Company’s progress to date, as well as on strategic initiatives and risks over the short and long term. The Board believes that although short-term performance is important, it should be assessed in the context of the Company’s long-term goals.


As Lead Director, it is my privilege to work alongside engaged Board members who bring exceptional knowledge, perspective and commitment into the GM Boardroom. The robust debate around strategic priorities and initiatives that takes place at every Board meeting is evidence of the Board’s proactive oversight and guidance of management through this time of rapid industry change.


On behalf of the entire Board, thank you for your continued support.






Theodore M. Solso

Independent Lead Director




Notice of 2016

Annual Meeting of Shareholders


April 22, 2016


Dear Fellow Shareholder:


You are cordially invited to attend the Annual Meeting of Shareholders of General Motors Company. At the meeting you will be asked to:


Elect the 12 director nominees named in this Proxy Statement;


Approve, on an advisory basis, Named Executive Officer (“NEO”) compensation;


Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016;



Vote on a Rule 14a-8 shareholder proposal; and



Transact any other business that is properly brought before the meeting.
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