General Motors Company · NYSE:GM
General Motors — Proxy Contest (May 2017)
8 slides from General Motors's proxy contest presentation, May 4, 2017
Slide 1: GM's Response to Greenlight's Letter
GM’s Response to Greenlight’s Letter May 4, 2017
Slide 2: GM Presented Greenlight's Idea to the Rating Agencies Fully and Fairly
GM Presented Greenlight’s Idea to the Rating Agencies Fully and Fairly • GM advisors discussed potential impact on industrial investment grade issuer with two agencies No-Names Discussions • Provided illustrative impact of transaction proposed by Greenlight on net income / EPS, cash flow and balance
Slide 3: GM Has Been Transparent with Greenlight on Interactions with Rating Agencies
GM Has Been Transparent with Greenlight on Interactions with Rating Agencies • Over the course of a 7-month evaluation, GM has shared with Greenlight its findings regarding the impact of Dividend Shares on GM’s investment grade credit rating • Advisors provided Greenlight with feedback received duri
Slide 4: Greenlight's Baseless Claims Regarding GM's Changes to the Term Sheet
Greenlight’s Baseless Claims Regarding GM’s Changes to the Term Sheet • From the start, GM has represented Greenlight’s proposal fully and fairly to the rating agencies • The Dividend Shares term sheet that Greenlight originally provided GM was not in standard form and was incomplete • In its named
Slide 5: Dividend Shares Align with Accepted Definitions of "Cumulative"
Dividend Shares Align with Accepted Definitions of “Cumulative” • A cumulative dividend, by standard definition, is a dividend that cumulates if not paid, and must be repaid in arrears before any dividends are paid or share repurchases are made on common shares ‒ This is completely consistent with a
Slide 6: Greenlight Consistently Characterized Security as Cumulative
Greenlight Consistently Characterized Security as Cumulative Greenlight Capital Presentation – September 15, 2016 Greenlight Capital Presentation– October 31, 2016 Greenlight Capital Summary of Terms for Dividend Shares – January 30, 2017 Greenlight Capital Preliminary Proxy Filing – April 12, 2017
Slide 7: Forward Looking Statements
Forward Looking Statements This document may include forward-looking statements. These statements are based on current expectations about possible future events and thus are inherently uncertain. Our actual results may differ materially from forward-looking statements due to a variety of factors, in
Slide 8: Important Additional Information Regarding Proxy Solicitation
Important Additional Information Regarding Proxy Solicitation General Motors Company (“GM”) has filed a definitive proxy statement and form of WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for GM’s 2017 Annual Meeting. GM