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GM Board Amends Bylaws
GM Board Amends Bylaws.
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[{"type":"text","content":"\n \n GM Board Amends Bylaws and Corporate Governance Policies \n\n Changes Include Majority Voting in Director Elections \n\n DETROIT, Oct. 5 -- General Motors Corp. (NYSE: GM) today announced\nthat its Board of Directors voted to amend the company's Bylaws and corporate\ngovernance policies to address stockholder views raised at this year's Annual\nMeeting. The changes include adoption of the majority voting standard for the\nelection of directors and a stronger policy to recover unearned incentive\ncompensation from executive officers in cases of fraud, misconduct or\nnegligence.\n The amendments are effective immediately.\n \"Earlier this year, our stockholders expressed a desire for change surrounding\nthe election of directors and a more defined policy of accountability for\nsenior officers,\" GM Chairman and Chief Executive Officer Rick Wagoner said.\n\"We listened to their views, and after careful consideration, the Board voted\nto make changes to certain Bylaws and corporate governance policies that are in\nline with stockholders' input.\"\n The Board agreed to adopt a majority voting standard in uncontested elections\nof directors, when the number of nominees does not exceed the number of\ndirectors to be elected. Majority voting requires that nominees to the Board\nreceive more than 50 percent of the votes cast to be elected. Abstentions will\nnot be included towards counting a majority. Directors were previously elected\nby plurality in uncontested elections.\n In accordance with the majority voting Bylaw, the Board will require director\nnominees to submit irrevocable resignations as a condition to being nominated.\nThe Board could accept these resignations if a director does not receive a\nmajority of the votes cast. Under a related governance policy, the Board will\naccept the resignation of an unsuccessful incumbent absent a compelling reason\nto reject the resignation, in accordance with criteria set out in the policy.\nThe Bylaws were also amended to fix the number of directors at the current\nlevel of twelve, subject to future change by the Board.\n The majority voting standard received 59 percent of the affirmative vote at\nGM's Annual Meeting in June. Shortly after the meeting, the Delaware\nLegislature amended the state's corporation law to better facilitate majority\nvoting.\n The Board chose not to adopt ...