April 18, 2018 Marc S. Gerber Skadden, Arps, Slate, Meagher & Flom LLP
[email protected] Re: General Motors Company Incoming letter dated February 7, 2018 Dear Mr. Gerber: This letter is in response to your correspondence dated February 7, 2018, March 26, 2018 and March 28, 2018 concerning the shareholder proposal (the “Proposal”) submitted to General Motors Company (the “Company”) by the Arkay Foundation et al. (the “Proponents”) for inclusion in the Company’s proxy materials for its upcoming annual meeting of security holders. We also have received correspondence on the Proponents’ behalf dated March 21, 2018, March 27, 2018 and March 29, 2018. Copies of all of the correspondence on which this response is based will be made available on our website at http://www.sec.gov/divisions/corpfin/cf-noaction/14a-8.shtml. For your reference, a brief discussion of the Division’s informal procedures regarding shareholder proposals is also available at the same website address. Sincerely, Matt S. McNair Senior Special Counsel Enclosure cc: Sanford Lewis
[email protected] April 18, 2018 Response of the Office of Chief Counsel Division of Corporation Finance Re: General Motors Company Incoming letter dated February 7, 2018 The Proposal requests a report describing whether the Company’s fleet GHG emissions through 2025 will increase, given the industry’s proposed weakening of CAFE standards or, conversely, how the Company plans to retain emissions consistent with current CAFE standards, to ensure its products are sustainable in a rapidly decarbonizing vehicle market. We are unable to concur in your view that the Company may exclude the Proposal under rule 14a-8(i)(7).