GM's 2020 Proxy Statement

GENERAL MOTORS Proxy Statement and NoticeNotice 2020 Annual Meeting of Shareholders June 16, 2020 |I 8:00 a.m. ETET 100%I --of COMMITMENT0 0 TO SUSTAINABILITY (Y. By 2030, our U.S. facilities will bebe ByBy 2040, we will source 100% of our 100% poweredpowered byby renewablerenewable energy. global electricity from renewables.renewables. And today, we enable 100% reusereuse or recyclingrecycling of our EVEV batteries.batteries. Awards && RecognitionsRecognitions C/441,106c' %POO Fo‘ba, 2020 2020 JUST 100 IndustryIndustry Leader 2020, 2019, 2020, 2019, 2018 2018 JUSTJUST Capital recognizedrecognized GM for our diversity and inclusion inin the workplace, community 2020 North American Car of the Year development initiatives,initiatives, and ethics Chevrolet Corvette Stingray and integrityintegrity at the leadership level MEMBER OF DowJones Bloomberg Sustainability Indices ' Gender-Equality Index In collaboration with GM was listedlisted for the third consecutive GM was listedlisted on the year inin the DJSIDJSI World Index, and for the Bloomberg Gender-EqualityGender-Equality fourth consecutive year as the only manufacturer IndexIndex for the second oonn tthehe NorthNorth AmericanAmerican iindexindexndex consecutiveconsecutive yearyear TM 0c`cl Fairisolf. COMPANIES* WWW ETHISPHERE.COM GeneralGeneral MotorsMMotorsotors iiss GGMM rreceivedreceivedeceived a 22020020 ““W”''W"W” WWinninginning one of tthehe 2020 WWorld’sWorld'sorld’s CCompanyompany fforor oourur ccommitmentommitment toto diversitydiversity MostMost EthicalEthical CompaniesCCompanies®ompanies® bbyy 22020020 WWomenomen oonn BBoardsBoardsoards INNOVATIVE l'INANCIAL LAWYERS2019 I 011, NORTH AMERICA WINNER GMGM LegalLegal StaffStaff receivedreceived the Financial Times Innovative LawyersLawyers 2019 NorthNortNorthh AmericAmericaa GMGM was recognized as one ofof the AchieversAchievers awardaward for the MostMost InnovativeInnovatInnovativeive In-HouseIn-HousIn-Housee ® 5500 Most EnEngagedEngagedgaged WorkWorkplacesWorkplaces®places for the second yearyear LegalLLegalegal TeamTeaTeam,m, as well as the award for the inin a rrow.row.ow. AchieversAchievers 50 Most EngageEngagedEngagedd WorWorkplacesWorkplaces®kplaces® EnablingEnabling Growth and TransformationTransformation categorycategory isiiss an annualannual awarawardd tthathat cecelebrateslebrates tthehe top 5500 employersemployers that makemake enengagement,gagement, alignment,alignment, anandd recognitionrecognition centralcentral to thethe empemployeeloyee experiencexperiencee GENERAL MOTORS April 27, 2020 To Our FellowFellow Shareholders: As I write this letter, the world is in the midst of respondingresponding and legallegal expertise to support this work, which resulted in to the COVID-19 pandemicpandemic and its significant impactimpact on an initial contract with the U.S.U.S. Department of Health and public health,health, the global economy, and our industry. Your Human services for 30,000 ventilators. GM is also makingmaking Board of Directors and the GM team have been taking swift face masksmasks in itsits plant inin Warren, Michigan, and we and necessarynecessary actions to protect our Company and its continue to investigate other ways we can useuse our expertise employees, customers, communities, shareholders, and and resourcesresources to lendlend a hand in combatting the COVID-19 other stakeholders. I’dI'd like to share what we are doing rightright pandemic. now as we looklook ahead to the 2020 Annual Meeting and beyond to position the Company for long-termlong-term strength. Commitment to Our Shareholders GM is aggressively pursuingpursuing austerity measures to Commitment to Our Employees preserve cash and is taking necessarynecessary steps to managemanage our liquidity,liquidity, ensure the ongoing viability of our operations, Ever since COVID-19 emerged, GM hashas proactivelyproactively addressed and protect shareholder value. We recently drew down everything within our control, with the health and safety of approximately $16 billionbillion from our revolving credit our employees as our top priority.priority. To help prevent the spread facilities –— a proactiveproactive measure to fortify our balance sheet, of COVID-19 in our workforce and communities, we asked our increaseincrease our cash position,position, and preserve financial flexibility employees to work from homehome if their work permitspermits it. This inin lightlight of current uncertaintyuncertainty inin global markets.markets. We also includedincluded aa systematic and orderly suspension of aa majoritymajority of implementedimplemented pay deferments for all salaried employees. our vehicle manufacturingmanufacturing operations around the world, Over the past several years,years, we havehave made strategic includingincluding inin North America. We are working closely with decisions and structural changes that have transformed governments, health and public safety officials, and the Company. These actions havehave better positionedpositioned usus to employee representatives as we monitor our productionproduction face this challenge. status on a week-to-weekweek-to-week basis.basis. Where our facilities continue to operate, we have adopted stringent and comprehensive Advancing Toward Our Vision safety measures to ensure a safe working environment. These InIn this Proxy Statement, we share importantimportant details about measures include physicalphysical distancing, monitoringmonitoring employee your Board’sBoard's rolerole in shaping GM’sGM's purpose,purpose, strategy, health daily, requiring employees to wear masksmasks inside our governance, and culture. We have faced significant facilities, and regularlyregularly sterilizing high-traffichigh -traffic publicpublic areas. challenges in the lastlast year, including a six-weeksix-week laborlabor stoppage inin NorthNorth America, difficult industry conditions in Commitment to Our Customers China and, now,now, COVID-19. Despite these challenges, we have improved and continue to improve our businessbusiness Vehicles are an integral part of our lives and livelihood and, through ongoing cost savings actions, operational inin trying times likelike these, we want to bebe aa resourceresource for our excellence, and strong product launches,launches, while advancing customers. We have taken a variety of actions to helphelp toward our vision of a world with zero crashes, zero them— including providingproviding complimentary OnStar Crisis emissions, and zero congestion. Assist services and in-vehiclein -vehicle data to owners of compatible vehicles. OnStar advisors can helphelp with special routingrouting Right Board at the Right Time assistance, including to a hospital or clinic, and contact InIn recentrecent years,years, your BoardBoard hashas worked to strategically family members,members, emergency medical dispatch, and first refreshrefresh itsits membership to ensure it hashas the breadth of responders.responders. GM Financial’sFinancial's Customer ExperienceExperience team isis experience to guide the Company during times just likelike also standing byby to help customers affected by COVID-19 these –— when companies are facing new and unexpectedunexpected discuss personalized options in these uncertainuncertain times. challenges. Even in the face of this current environment of Lastly, our digital Shop Click DriveDrive dealer digital tool allows uncertainty, I continue to believebelieve GM has an customers to arrange for the purchase and delivery of unprecedented opportunity to do more for our vehicles from homehome where available. stakeholders and, ultimately,ultimately, the planet. We have the rightright Board, at the rightright time, to ensure we emerge from this Commitment to Our Communities even stronger. We are also constantly exploring ways to help our Sincerely, communities in this time of crisis. LastLast month, we were proud to announce a collaboration with Ventec Life Systems to expand production of Ventec’sVentec's V-ProV-Pro and VCSN critical-critical - game,. care ventilators to GM’sGM's Kokomo, Indiana,Indiana, plant.plant. GM leveragedleveraged itsits IT,IT, purchasingpurchasing and logistics,logistics, supply chain, Mary T. Barra product development, manufacturing,manufacturing, talent acquisition, Chairman and Chief Executive Officer 300 Renaissance Center |I Detroit,Detroit, Michigan 48265 NoticeNotice of 20202020 Annual MeetingMeeting of ShareholdersShareholders April 27, 2020 Dear Fellow Shareholder: The Board of Directors of General Motors Company ii Meeting Information:Information: cordially invites you to attend the 2020 Annual Meeting of Shareholders. At the Annual Meeting, you will be asked to: Date: June 16, 2020 ᮣ Elect the 1177 Board-recommendedBoard-recommended director nominees named in this Proxy Statement; Time: 8:00 a.m. Eastern Time ᮣ Approve, on an advisory basis, Named Executive Place: Online via live webcast at Officer compensation; virtualshareholdermeeting.com/GM2020virtualsharenoldermeeting.com/GM2020 ᮣ Approve, on an advisory basis, the frequency frequency of futurefuture advisory votes on Named Executive Officer compensation; ᮣ Approve the General Motors Company 2020 Long-Long- Your vote is important. TermTerm Incentive Plan; ᮣ Ratify the selection of Ernst & Young LLP as the Company’sCompany's independent registered public Please promptly submit your vote by internet, by accounting firm firm for for 2020; Please promptly submit your vote by internet, by telephone, or by signing, dating, and returningreturning the ᮣ VoteVote on four four Rule 14a-874a-8

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