General Motors Company · NYSE:GM
General Motors — Shareholder Meeting (June 2022)
22 slides from General Motors's shareholder meeting presentation, Jun 3, 2022
Slide 1: 2022 General Motors Annual Meeting of Shareholders
2022 General Motors Annual Meeting of Shareholders
Slide 2: Meeting Information
The Proxy Statement, Notice of 2022 Annual Meeting of Shareholders and The Proxy Statement, Notice of 2022 Annual Meeting of Shareholders and 2021 Annual Report are available at www.proxyvote.com 2021 Annual Report are available at www.proxyvote.com MEETING INFORMATION MEETING INFORMATION Meeting Ty
Slide 3: Table of Contents
Table of Contents 4 Proxy Voting Roadmap 5 Company Overview 8 Corporate Governance Overview 14 Executive Compensation Overview 17 Supply Chain Resiliency Update 3
Slide 4: Proxy Voting Roadmap
Proxy Voting Roadmap Board Vote Voting Matter Recommendation FOR Item 1 Annual Election of Directors each director nominee Proposal to Approve, on an Advisory Basis, Named Executive Officer Item 2 FOR Compensation Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Item 3 FOR Inde
Slide 5: Company Overview
Company Overview 5
Slide 6: General Motors
General Motors z e r o c r a s h e s , z e r o e m i s s i o n s a n d z e r o c o n g e s t i o n $10B Net Income and $14.3B 157,000 Employees Worldwide* Headquartered in Detroit, MI EBIT-adjusted in 2021 $127B in Revenue in 2021 6 Global Manufacturing Operations 10 Distinct Global Brands *Based on
Slide 7: Key Performance Highlights
Key Performance Highlights Record Despite a challenging and uncertain operating environment in 2021, delivered record full-year financial Financial results, including net income of $10.0 billion and EBIT-adjusted of $14.3 billion Results Driving Committed to investing more than $35 billion in EV and
Slide 8: Corporate Governance Overview
Corporate Governance Overview 8
Slide 9: Board Overview
Board Overview Committees Independent Racially / Ethnically Chaired by Women Director Nominees Diverse Directors 33% 11 of 12 67% 2021 Full Average Years 2021 Average Board Meetings Of Tenure Director Attendance * 11 6 99% 9 *Attendance based on both Board and Committee meetings in 2021
Slide 10: Proxy Item #1: Director Nominees
Board recommends a vote FOR each director nominee Proxy Item #1: Director Nominees Skill Set ESG Sr. Lead Mfg. Global Fin. Govt. Mrkt. Tech Cyber Risk Expertise* Mary T. Barra SG üüüüüü Chair & CEO Patricia F. Russo SG üüüüüüü Lead Independent Director Aneel Bhusri SG üüüüü Wesley G. Bush ESG üüüüüü
Slide 11: Strong Board and Committee Oversight
Strong Board and Committee Oversight The Board 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 to position GM to compete more effectively, sustain its success, an
Slide 12: Shareholder Rights, Proxy Items #4 & #5
Board recommends a vote AGAINST Proxy Items #4 & 5 Shareholder Rights Proxy Items #4 & #5 Our policies and practices promote • The Board believes Ms. Barra's service as Chair and CEO provides a transparency and accountability and clear and unified strategic vision for the Company ensure shareholders
Slide 13: Independent Lead Director
Independent Lead Director Trusted Advisor | Strong and Focused Leadership Ms. Russo is the Board’s Independent Lead Director, a role she has held since 2021 Unique Qualifications • Extensive knowledge and advocacy of GM’s cultural and strategic transformation • Strong leadership bolstered by prior p
Slide 14: Executive Compensation Overview
Executive Compensation Overview 14
Slide 15: Performance Based Compensation, Proxy Item #2
Board recommends a vote FOR Proxy Item #2 Performance Based Compensation Focusing performance on EBIT-adjusted, Adjusted Automotive Free Cash Flow (AAFCF), and strategic goals in the short term, combined with measuring Relative ROIC-adjusted and Relative TSR in the long term, provided direct alignme
Slide 16: Long-Term Incentive Plan Design Changes
Long-Term Incentive Plan Design Changes The 2022 LTIP design will continue to have a mix of PSUs and Stock Options. PSUs will now include the following performance measures: PSUs – 75% EBIT-adjusted Margin – 30% Relative TSR – 30% EV Measures – 15% • GMNA EV Volume • GMNA EV Launch Timing • GMNA EV
Slide 17: Supply Chain Resiliency Update
Supply Chain Resiliency Update 17
Slide 18: Proxy Item #6: Supply Chain Resiliency Policies and Practices
Board recommends a vote AGAINST Proxy Item #6 Proxy Item #6: Supply Chain Resiliency Policies and Practices Building a more Resilient, Sustainable, and Scalable EV Supply Chain Human Rights Defined Supplier Expectations Accountability and Transparency GM is deeply committed to protecting We survey a
Slide 19: GM's Joint Venture Initiatives
GM’s Joint Venture Initiatives Mitigating Risk and Building Supply Resiliency through Partnerships Australian Cobalt TX Magnets NY Silicon Carbide Announced a multi-year Announced the sourcing agreement with Strategic supplier formation of strategic Glencore to supply cobalt agreement with collabora
Slide 20: General Motors
general motors
Slide 21: Information Relevant to this Presentation
Information Relevant to this Presentation Cautionary Note on Forward-Looking Statements: This presentation and related comments by management may include “forward- looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than sta
Slide 22: Appendix: Net Income to EBIT-adjusted Reconciliation
APPENDIX The following table reconciles Net Income Attributable to Stockholders under GAAP to EBIT-adjusted: ($B) $10.0 Net Income Attributable to Stockholders 2.8 Income Tax Expense 1.0 Automotive Interest Expense ) (0.1 Automotive Interest Income Adjustments: (1) Patent royalty matters 0.3 (2) GM