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June 6, 2017

GM shareholders reject Greenlight proposal

General Motors has announced that, based on the preliminary vote count at its  2017 Annual Meeting, shareholders rejected Greenlight's proposal to create a dual-class common stock structure. Shareholders also elected all eleven of GM's Board nominees.

By David Leggett

General Motors has announced that, based on the preliminary vote count at its  2017 Annual Meeting, shareholders rejected Greenlight’s proposal to create a dual-class common stock structure. Shareholders also elected all eleven of GM’s Board nominees.

A sluggish GM share price encouraged Greenlight Capital (controlled by activist investor David Einhorn) to push its stock-split proposal to a vote of shareholders. Greenlight, GM’s fifth largest shareholder with a 3.6% stake, hoped to exploit shareholder discontent with a proposal that could have boosted GM’s market capitalisation as well as put new people on GM’s board.

GM said it remained committed to its strategy.

 “On behalf of our Board and management, we appreciate the significant support of our shareholders as we continue to transform GM and increase the value of their investment,” said Mary T. Barra, Chairman and Chief Executive Officer. “We value the perspectives of our shareholders and will continue to actively engage with them – and relevant external experts — as we enhance our core business, deploy capital to higher-return opportunities, and advance our leadership in the future of personal mobility. We have strengthened our foundation and increased our flexibility which will allow us to take further action to maximize returns and enhance long-term value for our shareholders.”

Based on the preliminary results, all of the GM Board’s director nominees were elected with between 84 and 99 percent of the votes cast and Greenlight’s dual-class common stock proposal was defeated with more than 91 percent of the votes cast against the proposal, or 96 percent excluding Greenlight’s shares.

GM’s proposals to approve named executive officer compensation, to approve the GM 2017 short-term incentive plan, to approve the GM 2017 long-term incentive plan and to ratify the selection of Deloitte & Touche LLP as GM’s independent registered public accounting firm were all approved and a shareholder proposal to request an independent board chairman was rejected.

Final voting results will be filed with the U.S. Securities and Exchange Commission on Form 8-K and posted to www.gm.com once they are certified by the independent inspector of elections.

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