<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act
of 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12
General Motors Corporation
.................................................................
(Name of Registrant as Specified In Its Charter
.................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[X] $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2).
[ ] $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
.............................................................
2) Aggregate number of securities to which transaction applies:
.............................................................
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:(1)
4) Proposed maximum aggregate value of transaction:
.............................................................
(1) Set forth the amount on which the filing fee is calculated and state how it
was determined.
[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
..............................................................
2) Form, Schedule or Registration Statement No.:
..............................................................
3) Filing Party:
..............................................................
4) Date Filed:
..............................................................
<PAGE>
GENERAL MOTORS
Notice of Annual Meeting
of Stockholders
and Proxy Statement
[GM LOGO]
Annual Meeting
May 26, 1995
Holiday Inn Downtown
700 King Street
Wilmington, Delaware
<PAGE>
GENERAL MOTORS CORPORATION
NOTICE OF ANNUAL MEETING
April 10, 1995
Dear Stockholder:
We are pleased to invite you to attend the annual meeting of General Motors
stockholders which will be held at 9:00 a.m. local time on Friday, May 26, 1995
at the Holiday Inn Downtown, 700 King Street, Wilmington, Delaware.
As set forth in the attached Proxy Statement, the meeting will be held for
the following purposes:
ITEM NO. 1--to elect 13 directors;
ITEM NO. 2--to ratify the selection of independent public accountants for
the year 1995;
ITEMS NO.
3 THROUGH 6--to take action upon 4 stockholder proposals;
and to act upon such other matters as may properly be brought before the
meeting.
Holders of record of Common Stock, $1 2/3 par value ("Common Stock"); Class
E Common Stock, $0.10 par value ("Class E Common Stock"); and Class H Common
Stock, $0.10 par value ("Class H Common Stock"), at the close of business on
March 27, 1995, are entitled to vote at the meeting. It is requested that you
read carefully the attached Proxy Statement for information on the matters to be
considered and acted upon.
In accordance with Delaware law, a list of General Motors common
stockholders entitled to vote at the 1995 Annual Meeting will be available for
examination at the offices of Richards, Layton & Finger, One Rodney Square, 920
King Street, 10th Floor, Wilmington, Delaware for ten days prior to the meeting,
between the hours of 9:00 a.m. and 5:00 p.m., and during the annual meeting.
The format of the 1995 Annual Meeting will be modified from that of recent
years. We plan to conduct a shorter meeting focused on business items including
the election of directors and discussion and voting on management and
stockholder proposals. Also, time will be allotted for stockholder questions and
comments. There will be no ancillary events, such as a plant tour or "ride and
drive."
In concert with a new format for the annual meeting, we have instituted
programs to offer more useful communications with our stockholders. An expanded
number of Stockholder Forums are being held throughout the country with 12
planned for 1995-96. These meetings are intended to provide the owners of the
company with the opportunity to interface with GM management in a less formal
venue than the annual meeting. Through these regional meetings, GM management is
able to reach a greater number of stockholders beyond those who are able to
attend an annual meeting as well as to hear directly about stockholder issues
and concerns. Also, we have established a toll-free number (1-800-331-9922) for
stockholders to obtain information about the Corporation as well as their
individual accounts. We hope that you share our enthusiasm regarding this new
approach to enhance communications between stockholders and GM management.
If you plan to attend the annual meeting, please enclose a note with your
proxy indicating the number of tickets required for you and immediate family
members together with your return address. Admittance cards will be mailed to
you. Application for admittance may be made at the door for stockholders who do
not receive tickets by mail.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
ON THE ENCLOSED PROXY/VOTING INSTRUCTION CARD. HOWEVER, IT IS NOT NECESSARY TO
MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS'
RECOMMENDATIONS; MERELY SIGN, DATE AND RETURN THE PROXY/VOTING INSTRUCTION CARD
IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS BEEN PROVIDED. THE PROXY
COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND RETURN THE ENCLOSED
PROXY/VOTING INSTRUCTION CARD.
Cordially,
SHARLENE A. VICKERY JOHN F. SMITH, JR.
Secretary Chief Executive Officer and President
<PAGE>
TABLE OF CONTENTS
<TABLE>
<S> <C>
General Information for Stockholders Page
Proxy Procedure...................................................... ii
Proxy Statement Proposals............................................ ii
Directors............................................................ ii
Basis for Selection of Nominees for Directors........................ iii
Director Compensation................................................ iv
Proxy Statement
ITEM NO. 1--Nomination and Election of Directors..................... 2
Information about Nominees for Directors............................. 2
Report of the Executive Compensation Committee....................... 9
Executive Compensation Tables........................................ 15
</TABLE>
<TABLE>
<S> <C> <C>
ITEM NO. 2-- Ratification of the selection of Deloitte & Touche
LLP as independent
public accountants for the year 1995................. 24
ITEM NO. 3-- Stockholder proposal regarding disclosure of
information concerning
political contributions.............................. 25
ITEM NO. 4-- Stockholder proposal to provide for cumulative
voting............................................... 27
ITEM NO. 5-- Stockholder proposal regarding foreign military
sales................................................ 29
ITEM NO. 6-- Stockholder proposal regarding GM's operations in
Mexico............................................... 31
Expenses of Solicitation............................................ 33
Other Matters....................................................... 34
</TABLE>
i
<PAGE>
GENERAL INFORMATION FOR STOCKHOLDERS
PROXY PROCEDURE
Although many of our stockholders are unable to attend the annual meeting
in person, stockholders have the opportunity to vote by means of the proxy
solicited by the Board of Directors. When a proxy is returned properly executed,
the shares represented thereby must be voted by the Proxy Committee as directed
by the stockholder. Stockholders are urged to specify their choices by marking
the appropriate boxes on the enclosed proxy. If no choice is specified, the
shares will be voted as recommended by the Board of Directors. A stockholder may
vote by ballot at the annual meeting, thereby cancelling any proxy previously
given.
The Proxy Committee, composed of three executive officers of the
Corporation, J. F. Smith, Jr., J. M. Losh and H. J. Pearce, each of whom is
authorized to act on behalf of the Committee, will vote all shares of common
stocks represented by proxies signed and returned by stockholders. Proxies also
authorize the Proxy Committee to vote the shares represented thereby on any
matters not known at the time this Proxy Statement went to press that may
properly be presented for action at the meeting.
It is the policy of the Corporation that the stockholders be provided
privacy in voting. The Corporation engages the services of an independent
specialist to receive, inspect, count and tabulate proxies. Representatives of
the independent specialist also act as judges at the annual meeting.
PROXY STATEMENT PROPOSALS
At the annual meeting each year, the Board of Directors submits to
stockholders its nominees for election as directors. In addition, the By-laws of
the Corporation require that the selection of independent public accountants by
the Audit Committee of the Board of Directors be submitted for stockholder
ratification at each annual meeting. The Board of Directors also may submit
other matters to the stockholders for action at the annual meeting.
In addition to such matters presented by the Board of Directors, the
stockholders may be asked to take action at the annual meeting upon one or more
stockholder proposals. Occasionally, inquiries have been made as to why the
Board of Directors opposes these proposals in the Proxy Statement.
THE BOARD OF DIRECTORS DOES NOT DISAGREE WITH ALL STOCKHOLDER PROPOSALS
SUBMITTED TO THE CORPORATION. WHEN THE BOARD FINDS THAT A STOCKHOLDER PROPOSAL
IS CONSISTENT WITH THE BEST INTERESTS OF THE CORPORATION AND THE STOCKHOLDERS,
IT NORMALLY CAN BE IMPLEMENTED WITHOUT NEED FOR A STOCKHOLDER VOTE. THE
CORPORATION, OVER THE YEARS, HAS ADOPTED A NUMBER OF STOCKHOLDER PROPOSALS AND
OTHER SUGGESTIONS. THUS, THE STOCKHOLDER PROPOSALS THAT APPEAR IN THE PROXY
STATEMENT ARE THOSE WITH WHICH THE BOARD OF DIRECTORS DISAGREES AND BELIEVES IT
MUST OPPOSE IN FULFILLING ITS OBLIGATIONS TO REPRESENT AND SAFEGUARD THE BEST
INTERESTS OF STOCKHOLDERS AS A WHOLE.
To meet the deadline for inclusion in the Corporation's Proxy Statement for
the 1996 Annual Meeting, stockholder proposals intended to be presented at that
meeting must be received by General Motors on or before December 13, 1995.
DIRECTORS
The Board of Directors, which held a total of 11 meetings in 1994, is
currently composed of 13 members. If all 13 nominees are elected by the
stockholders at the annual meeting in May, the composition of the Board will be
12 directors
ii
<PAGE>
whose principal occupation or employment is and has been outside General Motors
and one director who is currently an officer of the Corporation.
In addition to membership on the Board, most directors served on one or
more of six Committees of the Board in 1994, covering a total of 36 memberships.
The directors spend a considerable amount of time preparing for Board and
Committee meetings and, in addition, are called upon for their counsel between
meeting dates. In 1994, average attendance at Board and Committee meetings was
91%.
The GM Director Retirement Plan covers all directors who retire after six
years of service on the Board, reach age 70, and have not received certain
benefits as former employees under the GM Salaried Program. Under this plan,
each retired director would receive an annual cash benefit for life equivalent
to the annual Board retainer fee in effect when he or she retires. Current
directors will not receive a retainer for serving on GM's Corporate Advisory
Council following their retirement from the Board.
BASIS FOR SELECTION OF NOMINEES FOR DIRECTORS
The Committee on Director Affairs of the General Motors Board of Directors
has responsibility to conduct continuing studies of the size and composition of
the Board and, from time to time, make recommendations as to candidates for
membership.
The Committee on Director Affairs consists of Mr. Charles T. Fisher, III,
Chairman, Mrs. Anne L. Armstrong and Messrs. Edmund T. Pratt, Jr., J. Willard
Marriott, Jr., and John G. Smale, none of whom is or has been an employee of the
Corporation. Five meetings of the Committee on Director Affairs were held in
1994.
The Corporation's By-laws provide that each year, prior to the annual
meeting of stockholders, the Committee on Director Affairs shall recommend to
the Board those individuals who will constitute the nominees of the Board of
Directors for the election of whom the Board will solicit proxies. As part of
this process, the Committee reviews candidates recommended by stockholders of
the Corporation. A stockholder who wishes to recommend an individual for Board
membership may do so by writing to: Secretary, General Motors Corporation, New
Center One Building, 3031 West Grand Boulevard, P.O. Box 33122, Detroit,
Michigan 48232. Notice of intent to make a director nomination, or to bring
before the meeting any matter other than a stockholder proposal submitted
pursuant to Securities and Exchange Commission Rule 14a-8, must be received by
the Secretary of the Corporation not more than 180 days and not less than 120
days in advance of the annual meeting. For the 1996 Annual Meeting, the
applicable time period is November 26, 1995 through January 25, 1996.
In considering potential new directors, the Committee on Director Affairs
reviews individuals from various disciplines and backgrounds. Among the
qualifications considered in the selection of candidates are broad experience in
business, finance or administration; familiarity with national and international
business matters; and an appreciation of the relationship that a large
industrial corporation must maintain with the changing needs of society. Since
prominence and reputation in a particular profession or field of endeavor are
what bring most persons to the Board's attention, there is the further
consideration of whether the individual has the time available to devote to the
work of the Board of Directors and one or more of its Committees.
iii
<PAGE>
A majority of the nominees of the Board of Directors identified herein
consists of individuals who, as of the date of their selection as nominees, have
been determined by the Board of Directors to be Independent Directors as the
term "Independent Director" is defined under Section 2.12 of the Corporation's
By-laws, entitled "Independent Directors." (A copy of that By-law, adopted on
January 7, 1991, is available to stockholders from the Secretary upon written
request.) Generally, the By-law provides that individuals are "Independent
Directors" if neither they nor their immediate relatives are or have been
employed by the Corporation or a subsidiary in an executive capacity within the
five years preceding the next annual meeting, and have no significant direct or
indirect business relationships with the Corporation or its subsidiaries.
An extensive review is also made of the activities and associations of each
candidate to ensure that there is no legal impediment, conflict of interest, or
other consideration that might prevent service on the Board of Directors. In
making its selection, the Board of Directors bears in mind that the foremost
responsibility of a GM director is to represent the interests of the
stockholders as a whole.
DIRECTOR COMPENSATION
For service on the Board, each non-employee director receives an annual
retainer of $26,000 and an attendance fee of $1,000 for each Board meeting
attended. Each non-employee director also receives under the deferral plan
described below a grant of deferred stock units with a market value of $14,000,
as part of the annual retainer fee. In addition, except as noted below,
non-employee directors receive annual retainers of $6,000 for each committee of
the Board on which they serve, and an attendance fee of $750 for each committee
meeting attended. (There are six committees of the Board: Audit, Capital Stock,
Director Affairs, Finance, Executive Compensation, and Public Policy.)
Non-employee directors also receive a $1,000 per diem fee for special services
and assignments requiring their attendance outside the scope of ordinary Board
and Committee activities. At each director's option, all or any part of his or
her compensation, except for the annual grant of deferred stock units, may be
paid immediately or deferred as cash or stock under the deferral plan.
Mr. John G. Smale serves as an ex-officio member of each of the Committees
of the Board. Mr. Smale is being compensated on an annual basis as Chairman of
the Board in the amount of $500,000 and is not compensated for Committee service
as an ex-officio member. The Chairman of each of the six Board Committees
receives an additional annual retainer of $5,000.
Under a plan adopted by the Board, non-employee directors have the
opportunity to make an irrevocable election, prior to the commencement of any
year, to defer receipt of all or a portion of their compensation. At the option
of the director, amounts deferred are credited with annual interest at the
average pre-tax yield on the Corporation's U.S. cash portfolio, or converted
into units of General Motors common stocks to be credited with dividend
equivalents in the form of additional stock units. Distribution of amounts
accumulated is not available until after termination of service on the Board.
Non-employee directors of the Corporation are not eligible to participate
in the Incentive Program, Savings-Stock Purchase Program or the Retirement
Program.
Employee directors of the Corporation are not paid any fees or
remuneration, as such, for service on the Board or on any Board Committee.
iv
<PAGE>
GENERAL MOTORS CORPORATION
3044 WEST GRAND BOULEVARD, DETROIT, MICHIGAN 48202
767 FIFTH AVENUE, NEW YORK, NEW YORK 10153
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD MAY 26, 1995
This Proxy Statement is furnished to stockholders of General Motors
Corporation in connection with the solicitation, by order of the Board of
Directors of General Motors Corporation, of proxies to be used at the annual
meeting of stockholders of the Corporation. The accompanying form of proxy
represents your holdings of Common Stock, Class E Common Stock and Class H
Common Stock in the registered account name shown on the proxy. It is expected
that this Proxy Statement and enclosed form of proxy will be mailed commencing
Monday, April 10, 1995, to each stockholder entitled to vote.
After the enclosed form of proxy is duly executed and returned, a
stockholder may nevertheless revoke it at any time to the extent it has not been
exercised, by return of a duly executed written notice of revocation or by
return of a duly executed subsequent proxy or by voting at the annual meeting.
The shares represented by the proxy will be voted unless the proxy is received
in such form or at such time as to render it not votable. The proxy is in ballot
form so that a specification may be made to grant or withhold authority to vote
for election of the Board of Directors, or any of them, and to indicate whether
the stockholder wishes to vote for or against, or abstain from voting upon, each
of the five proposals.
If a stockholder is a participant in the General Motors Savings-Stock
Purchase Program for Salaried Employees in the United States, the General Motors
Personal Savings Plan for Hourly-Rate Employees in the United States, the
General Motors Canadian Savings-Stock Purchase Program, the EDS Stock Purchase
Plan, the EDS Deferred Compensation Plan, the EDS Stock Incentive Plan, the
Hughes Aircraft Company Salaried Employees' Thrift and Savings Plan, the Hughes
Aircraft Company Tucson Bargaining Employees' Thrift and Savings Plan, the
Hughes Aircraft Company California Hourly Employees' Thrift and Savings Plan,
the Hughes Thrift and Savings Plan, the Saturn Individual Savings Plan for
Union-Represented Employees, the Saturn Personal Choices Savings Plan for
Non-Represented Employees or the GMAC Mortgage Corporation Savings Incentive
Plan, the proxy card will also serve as a voting instruction for the trustees,
plan committees or independent fiduciaries of those plans where all
registrations are identical. With the exception of the EDS Deferred Compensation
Plan, shares in these plans cannot be voted unless the card is signed and
returned. If voting instructions are not received for shares in the EDS Deferred
Compensation Plan, those shares will be voted by the Trustee, Plan Committee or
Independent Fiduciary in the same proportion as the shares in the plan for which
voting instructions are received.
If a stockholder participates in any of these plans or maintains other
accounts under a different name (e.g., with and without a middle initial), the
stockholder may receive more than one set of proxy materials. To ensure that all
shares are voted, the stockholder must sign and return every proxy card
received.
Brokers, dealers, banks, voting trustees, and their nominees who desire a
supply of the Corporation's proxy soliciting material for transmittal by them to
beneficial owners should write to General Motors Corporation,
c/o Morrow & Co., Inc., 909 Third Avenue, 20th Floor, New York, NY 10022-4799.
1
<PAGE>
The Board of Directors fixed March 27, 1995, as the record date for
determining stockholders entitled to vote at the annual meeting. On that date,
the Corporation had outstanding and entitled to vote 748,389,239 shares of
Common Stock, 438,341,604 shares of Class E Common Stock and 94,990,187 shares
of Class H Common Stock. Each such share of Common Stock entitles the holder to
one vote, each such share of Class E Common Stock entitles the holder to
one-eighth vote and each such share of Class H Common Stock entitles the holder
to one-half vote. With the exception of the election of directors which requires
a plurality of the votes cast, or as otherwise noted, the affirmative vote of
the holders of a majority of the voting power of the common stocks represented
at the meeting is required for approval of each proposal presented in this Proxy
Statement. With respect to abstentions, the shares are considered present at the
meeting for a particular proposal, but since they are not affirmative votes for
the proposal, they will have the same effect as votes against the proposal. With
respect to broker non-votes, the shares are not considered present at the
meeting for the particular proposal for which the broker withheld authority.
ITEM NO. 1
Nomination and Election of Directors
It is intended that the shares represented by the enclosed proxy will be
voted, unless such authority is withheld, for the election of the 13 nominees
for directors named in the following section. The term of office of each
director will be until the next annual election of directors and until a
successor is elected and qualified or until the director's earlier resignation
or removal. In the event that any nominees for directors should become
unavailable, which is not anticipated, the Board of Directors may provide by
resolution for a lesser number of directors or designate substitute nominees,
who would receive the votes of the Proxy Committee.
Mr. William E. Hoglund is not standing for reelection in 1995. Mr. Hoglund
resigned from the Board of Directors effective with his retirement as an
employee on January 1, 1995. Mr. Hoglund began his career with General Motors
Corporation in 1958 and was elected to the Board of Directors in 1992.
INFORMATION ABOUT NOMINEES FOR DIRECTORS
The following information with respect to principal occupation or
employment and name of the corporation or other organization in which such
occupation or employment is carried on and in regard to other affiliations and
to shares of Common Stock, Class E Common Stock and Class H Common Stock deemed
beneficially owned at March 15, 1995 under a rule of the Securities and Exchange
Commission has been furnished to the Corporation by the nominees for directors.
In addition to the affiliations mentioned on the following pages, the nominees
are active in many local and national cultural, charitable, professional and
trade organizations.
PICTURE OF
ANNE L.
ARMSTRONG
ANNE L. ARMSTRONG, 67, Chairman, Board of Trustees, Center for
Strategic and International Studies; former Chairman of the
President's Foreign Intelligence Advisory Board and former
Ambassador to Great Britain; Joined General Motors Corporation
Board in 1977, member of Audit Committee, Committee on Director
Affairs and Public Policy Committee; Director of American
Express Company, Boise Cascade Corporation, Glaxo plc and
Halliburton Company; Member of the Council on Foreign Relations
and Board of Overseers Hoover Institution; Smithsonian Citizen
Regent, Emeritus.
2
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PICTURE OF
JOHN H. BRYAN
JOHN H. BRYAN, 58, Chairman and Chief Executive Officer, Sara
Lee Corporation, Chicago; Joined General Motors Corporation
Board in 1993, member of Capital Stock Committee and Executive
Compensation Committee; Director of Amoco Corporation, First
Chicago Corporation and its subsidiary, First National Bank of
Chicago; Member of The Business Roundtable and The Business
Council; Trustee of the University of Chicago,
Rush-Presbyterian-St. Luke's Medical Center, and the Committee
for Economic Development.
PICTURE OF
THOMAS E.
EVERHART
THOMAS E. EVERHART, 63, President and Professor of Electrical
Engineering and Applied Physics, California Institute of
Technology, Pasadena; Former Chancellor of University of
Illinois, Urbana-Champaign; Joined General Motors Corporation
Board in 1989, Chairman, Public Policy Committee, member of
Audit Committee; Director of Hewlett-Packard Corporation,
Reveo, Inc., Corporation for National Research Initiatives,
Community Television of Southern California (KCET); Member of
National Academy of Engineering; Vice Chairman, Council on
Competitiveness; Former Chairman of General Motors Science
Advisory Committee.
PICTURE OF
CHARLES T.
FISHER, III
CHARLES T. FISHER, III, 65, Retired Chairman and President and
currently director of NBD Bancorp, Inc. and its subsidiary NBD
Bank; Joined General Motors Corporation Board in 1972, Chairman
of Committee on Director Affairs, member of Finance Committee
and Public Policy Committee; Director of AMR Corporation and
its subsidiary American Airlines, Inc., Jannock Limited and
Detroit Medical Center.
PICTURE OF
J. WILLARD
MARRIOTT, JR.
J. WILLARD MARRIOTT, JR., 63, Chairman, President and Chief
Executive Officer, Marriott International, Inc., Washington,
D.C., since October 1993; Chairman, President and Chief
Executive Officer, Marriott Corporation (1985-1993); Joined
General Motors Corporation Board in 1989, member of Committee
on Director Affairs, Finance Committee and Public Policy
Committee; Director of Outboard Marine Corporation, Host
Marriott Corporation (formerly Marriott Corporation) and the
U.S.-Russia Business Roundtable; Member of Board of Trustees of
National Geographic Society and the Mayo Foundation.
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PICTURE OF
ANN D.
MCLAUGHLIN
ANN D. MCLAUGHLIN, 53, Former U.S. Secretary of Labor
(1987-1989); President, Federal City Council, Washington, D.C.;
Joined General Motors Corporation Board in 1990, member of
Capital Stock Committee and Public Policy Committee; Director
of AMR Corporation and its subsidiary American Airlines, Inc.,
Federal National Mortgage Association, Kellogg Company,
Nordstrom, Inc., Union Camp Corporation, Host Marriott
Corporation (formerly Marriott Corporation); Potomac Electric
Power Company and Vulcan Materials Company; Vice Chairman, The
Aspen Institute; Trustee of The Public Agenda Foundation and
The Conservation Fund; Board of Overseers, Wharton School of
Business, University of Pennsylvania.
PICTURE OF
PAUL H.
O'NEILL,
PAUL H. O'NEILL, 59, Chairman and Chief Executive Officer,
Aluminum Company of America (ALCOA), Pittsburgh, Pennsylvania;
Joined General Motors Corporation Board in 1993, member of
Audit Committee and Capital Stock Committee; Director of Gerald
R. Ford Foundation and Manpower Demonstration Research
Corporation; Member of The Business Roundtable, The Business
Council and The Conference Board; Trustee of The RAND
Corporation.
PICTURE OF
EDMUND T.
PRATT, JR.
EDMUND T. PRATT, JR., 68, Chairman Emeritus and currently
director of Pfizer Inc., New York; Joined General Motors
Corporation Board in 1977, Chairman of Executive Compensation
Committee, member of Committee on Director Affairs and Finance
Committee; Director of Chase Manhattan Corporation and its
subsidiary Chase Manhattan Bank, N.A., International Paper
Company and Minerals Technologies Inc.; Member of The Business
Council.
PICTURE OF
JOHN G. SMALE
JOHN G. SMALE, 67, Chairman, General Motors Corporation since
November 2, 1992; Retired Chairman and Chief Executive of The
Procter & Gamble Company, Cincinnati; currently Chairman of the
Executive Committee of the Board of Directors of The Procter &
Gamble Company; Joined General Motors Corporation Board in
1982; Ex-officio member of Audit Committee, Capital Stock
Committee, Finance Committee, Executive Compensation Committee,
Committee on Director Affairs and Public Policy Committee;
Chairman of the Board of Berol Corporation; Director of J. P.
Morgan & Co. Incorporated and its subsidiary Morgan Guaranty
Trust Company of New York; Member of the Executive Committee of
The Business Council; Board of Governors, The Nature
Conservancy; Emeritus Trustee of Kenyon College.
4
<PAGE>
PICTURE OF
JOHN F.
SMITH, JR.
JOHN F. SMITH, JR., 57, Chief Executive Officer and President
of General Motors Corporation since November 2, 1992, President
(April-November 1992), Vice Chairman, Board of Directors
(1990-1992), Executive Vice President, International Operations
(1988-1990), member of Finance Committee; Joined General Motors
Corporation in 1961 and its Board in 1990; Member of The
Business Roundtable, The Business Council, U.S.-Japan Business
Council and the Chancellor's Executive Committee of the
University of Massachusetts; Member of Board of Overseers of
Memorial Sloan-Kettering Cancer Center and Member of Board of
Polish-American Enterprise Fund.
PICTURE OF
LOUIS W.
SULLIVAN
LOUIS W. SULLIVAN, 61, President, Morehouse School of Medicine,
Atlanta, Georgia, since January 21, 1993; U.S. Secretary of
Health and Human Services (1989-1993); Joined General Motors
Corporation Board in 1993, member of Audit Committee and Public
Policy Committee; Director of Georgia Pacific, 3M Corporation,
Household International Inc., CIGNA Corporation, Bristol-Myers
Squibb Company and Equifax Corporation.
PICTURE OF
DENNIS
WEATHERSTONE
DENNIS WEATHERSTONE, 64, Retired Chairman and currently
director of J. P. Morgan & Co. Incorporated and its subsidiary
Morgan Guaranty Trust Company of New York; Joined General
Motors Corporation Board in 1986, Chairman of Audit Committee,
member of Capital Stock Committee and Executive Compensation
Committee; Director of L'Air Liquide, Merck & Co., Inc. and the
Institute for International Economics; Member of The Business
Council and Advisory Council of the Institute for International
Studies at Stanford University; President and trustee of the
Royal College of Surgeons Foundation, Inc., New York; Trustee
of the Alfred P. Sloan Foundation; Independent member of the
Board of Banking Supervision of the Bank of England.
PICTURE OF
THOMAS H.
WYMAN
THOMAS H. WYMAN, 65, Chairman, S.G. Warburg & Co. Inc., New
York, and Vice Chairman, S. G. Warburg plc and former Chairman,
President and Chief Executive Officer, CBS Inc., New York;
Joined General Motors Corporation Board in 1985, Chairman of
Capital Stock Committee and Finance Committee, member of Audit
Committee and Executive Compensation Committee; Director of
AT&T, Zeneca Group PLC and United Biscuits (Holdings) plc;
Member of The Business Council; Trustee Emeritus of The Ford
Foundation and of The Aspen Institute; Chairman Emeritus of
Amherst College.
5
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS AND CERTAIN OTHERS
The following table sets forth, as of March 15, 1995, beneficial ownership
of all classes of common stock of the Corporation for each current nominee for
Director, each Named Executive Officer and by all current directors and officers
of the Corporation as a group. Each of the individuals/groups listed below is
the owner of less than one percent of the outstanding shares and voting power of
each class of common stock of the Corporation, except that the Howard Hughes
Medical Institute owns 18.5% of the outstanding Class H shares (1.0% of the
combined voting power of the Common Stock, Class E Common Stock and Class H
Common Stock), and the General Motors Hourly-Rate Employees Pension Plan owns
43.5% of the outstanding shares and voting power of the Class E Common Stock
(2.8% of the combined voting power of the Common Stock, Class E Common Stock and
Class H Common Stock). Except as otherwise may be noted in the footnotes, each
individual has sole voting and investment power with respect to the shares
beneficially owned and the totals of such shares owned by the individual
nominees and all directors and officers as a group also do not include any
shares of Common Stock, Class E Common Stock and Class H Common Stock held by
the pension and profit sharing plans or endowment funds of other corporations,
and educational and charitable institutions of which various directors and
officers serve as directors or trustees.
<TABLE>
<CAPTION>
Shares
Beneficially Deferred Stock
Directors Class Of Stock Owned Stock Units Total Options(a)
- ------------------------------ ---------------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
A. L. Armstrong (b)........... Common Stock 1,500 8,549 10,049 --
Class E Common Stock 112 3,457 3,569 --
Class H Common Stock 48 1,427 1,475 --
J. H. Bryan (b)............... Common Stock 2,000 1,268 3,268 --
T. E. Everhart (b)(c)......... Common Stock 400 2,639 3,039 --
Class E Common Stock 0 3,645 3,645 --
Class H Common Stock 0 668 668 --
C. T. Fisher, III (b)(d)...... Common Stock 14,766 2,538 17,304 --
Class E Common Stock 224 1,582 1,806 --
Class H Common Stock 58 1,108 1,166 --
J. W. Marriott, Jr. (b)....... Common Stock 1,000 1,419 2,419 --
A. D. McLaughlin (b).......... Common Stock 911 777 1,688 --
Class E Common Stock 0 223 223 --
Class H Common Stock 0 424 424 --
P. H. O'Neill (b)............. Common Stock 1,000 482 1,482 --
Class E Common Stock 0 643 643 --
Class H Common Stock 0 667 667 --
</TABLE>
6
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Deferred Stock
Directors Class Of Stock Owned Stock Units Total Options(a)
- ------------------------------ ---------------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
E. T. Pratt, Jr. (b)(e)....... Common Stock 200 10,663 10,863 --
Class E Common Stock 40 13,584 13,624 --
Class H Common Stock 10 9,551 9,561 --
J. G. Smale................... Common Stock 16,000 0 16,000 --
Class E Common Stock 200 0 200 --
Class H Common Stock 50 0 50 --
J. F. Smith, Jr. (f).......... Common Stock 42,661 44,656 87,317 402,104
Class E Common Stock 22,766 8,940 31,706 --
Class H Common Stock 17,753 9,733 27,486 --
L. W. Sullivan................ Common Stock 100 0 100 --
D. Weatherstone (b)(g)........ Common Stock 6,000 6,683 12,683 --
Class E Common Stock 0 6,286 6,286 --
T. H. Wyman (b)............... Common Stock 1,000 916 1,916 --
Class E Common Stock 500 269 769 --
Class H Common Stock 250 269 519 --
<CAPTION>
Other Named Executives
- ------------------------------
<S> <C> <C> <C> <C> <C>
L. R. Hughes (f).............. Common Stock 13,304 20,362 33,666 123,379
Class E Common Stock 10,307 4,358 14,665 --
Class H Common Stock 6,530 4,743 11,273 --
H. J. Pearce (f).............. Common Stock 7,332 21,698 29,030 97,305
Class E Common Stock 5,174 4,358 9,532 25,950
Class H Common Stock 15,258 4,743 20,001 17,600
G. R. Wagoner, Jr. (f)........ Common Stock 8,792 20,060 28,852 108,790
Class E Common Stock 6,263 4,358 10,621 --
Class H Common Stock 3,594 4,743 8,337 --
All directors and officers
of the Corporation as a
group......................... Common Stock 782,471 418,604 1,201,075 3,397,687
Class E Common Stock 180,874 110,777 291,651 25,950
Class H Common Stock 164,664 96,576 261,240 26,392
</TABLE>
7
<PAGE>
<TABLE>
<CAPTION>
Shares
Beneficially Deferred Stock
Certain Others Class Of Stock Owned Stock Units Total Options(a)
- ------------------------------ ---------------------- ------------- ------------- ------------- ----------
<S> <C> <C> <C> <C> <C>
Howard Hughes Medical
Institute (h)................. Class H Common Stock 17,503,800 -- 17,503,800 --
4000 Jones Bridge Road
Chevy Chase, MD 20815
General Motors Hourly-Rate
Employees Pension Plan ....... Class E Common Stock 190,674,559 -- 190,674,559 --
3044 West Grand Blvd.
Detroit, MI 48202
<FN>
(a) Common Stocks that may be acquired within 60 days through exercise of stock
options; additional information regarding stock options is provided on pages
17 and 18.
(b) Deferred Stock Units -- under a plan adopted by the Board of Directors,
non-employee directors only may elect to defer receipt of all or a portion
of their compensation by converting amounts deferred into units of General
Motors common stocks. These stock units, plus the portion of the annual
retainer that must be paid in deferred stock units, are credited with
dividend equivalents in the form of additional stock units. Distribution of
amounts deferred is not available until after termination of service on the
Board and will be paid in cash based on the number of stock units and the
market price of the shares at the time of payment.
(c) Does not include 48,500 shares of Common Stock, 11,050 shares of Class E
Common Stock and 1,006 shares of Class H Common Stock held in the endowment
fund of the California Institute of Technology, or the Beckman Foundation
Equity Index portfolio and the IDS Beckman Foundation portfolio which it
oversees. Dr. Everhart is a member of the Institute's 11-member Investment
Committee which has the power to acquire or dispose of the financial
investments of the Institute.
(d) Includes 11,378 shares of Common Stock held in a trust of which Mr. Fisher
is a co-trustee and in which he, among other family members, has a residuary
interest; 1,688 shares of Common Stock held in two trusts in which Mr.
Fisher has a one-seventh remainderman interest; and 500 shares of Common
Stock held in one trust of which Mr. Fisher is a co-trustee and the
beneficiary is a relative of Mr. Fisher.
(e) Does not include shares held by a family member for which Mr. Pratt
disclaims voting or investment power.
(f) "Shares Beneficially Owned" includes shares credited under the General
Motors Savings-Stock Purchase Program (S-SPP). Under this program,
participants may contribute up to 15% of eligible salary, subject to
maximum limits established by the Internal Revenue Code. "Deferred Stock
Units" include shares under the General Motors Benefit Equalization
Plan-Savings (BEP-S). This Plan is a non-qualified "excess benefit" plan
that is exempt from ERISA and the Internal Revenue Code limitations, and
provides executives with the full GM matching contribution without regard
to such limitations. Amounts credited under the Plan are maintained in
share units of the Corporation's Common Stock. Upon distribution of an
employee's S-SPP account, all amounts in the executive's BEP-S account
8
<PAGE>
will be paid in cash. Deferred stock units also include undelivered
incentive awards which vest upon the occurrence of certain events and which
are subject to forfeiture under certain circumstances.
(g) During 1994, Mr. Weatherstone was Chairman of J. P. Morgan & Co.
Incorporated. From time to time, J. P. Morgan & Co. Incorporated provides
investment banking services to General Motors Corporation.
(h) On March 24, 1995, General Motors Corporation filed a registration statement
covering an offering by the Howard Hughes Medical Institute of 15,000,000
shares of its Class H Common Stock. Assuming the sale of such shares is
completed, the Howard Hughes Medical Institute's remaining holdings will
constitute less than 5% of the outstanding shares and voting power of the
Class H Common Stock.
</TABLE>
Under federal securities law, the Corporation's directors, certain
officers, and persons holding more than ten percent of any class of the
Corporation's common stocks are required to report, within specified monthly and
annual due dates, their initial ownership in any class of the Corporation's
common stocks and all subsequent acquisitions, dispositions or other transfers
of interest in such securities, if and to the extent reportable events occur
which require reporting by such due dates. The Corporation is required to
describe in this proxy statement whether it has knowledge that any person
required to file such a report may have failed to do so in a timely manner. In
this regard, all of the Corporation's directors, all officers subject to the
reporting requirements and each beneficial owner of more than ten percent of any
class of the Corporation's common stocks satisfied such filing requirements in
full, except for Mr. E. T. Pratt, Jr., a director of the Corporation, who
inadvertently filed one monthly report relating to two transactions after the
due date, and Messrs. John D. Rock and Arvin F. Mueller, officers of the
Corporation, who each inadvertently filed one monthly report related to four
transactions and two transactions, respectively, after the due dates, and the
Howard Hughes Medical Institute, a holder of more than 10% of the Corporation's
Class H stock, which inadvertently filed eight reports related to 24
transactions after the due dates. All such transactions have now been reported.
The foregoing is based upon reports furnished to the Corporation and written
representations and information provided to the Corporation by the persons
required to make such filings.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
The compensation of the Chief Executive Officer (CEO) and other four Named
Executive Officers, all of whom were members of the Corporation's senior
leadership group known as the President's Council in 1994, as well as the
Corporation's other senior executives -- at GM and all subsidiaries -- is
determined by the Executive Compensation Committee ("the Committee") of the
Board of Directors. The Committee, which also has oversight of the incentive
compensation plans and benefit programs for all GM executive employees, is a
standing committee of the Board of Directors. It is comprised entirely of
independent Directors and met nine times in 1994. No member of the Committee is
eligible to participate in any of the compensation plans or programs it
administers. Further, there are no interlocks between the members of the
Committee and any executive officer, except that during 1994 Mr. Dennis
Weatherstone was Chairman of J. P. Morgan & Co. Incorporated. From time to time,
J. P. Morgan & Co. Incorporated provides investment banking services to General
Motors Corporation.
9
<PAGE>
COMPENSATION PHILOSOPHY
General Motors' executive compensation program is premised on the belief
that the interests of executives should be closely aligned with those of GM's
stockholders. Based on this philosophy, a meaningful portion of each executive's
total compensation is placed at-risk and linked to the accomplishment of
specific results which will lead to the creation of value for the Corporation's
stockholders in both the short-and long-term. Under this pay-for-performance
orientation:
* executives are motivated to improve the overall performance and
profitability of the Corporation, as well as the business sector to which
each is assigned, and rewarded only when specific, measurable results
have been achieved;
* accountability is further encouraged through the adjustment of salaries
and incentive awards on the basis of each executive's individual
performance, potential and contribution;
* most incentive awards are denominated and/or paid in GM common stocks to
further reinforce the linkage of executives' interest with those of
stockholders; and
* a highly competitive level of compensation can be earned in years of
strong performance to ensure the Corporation attracts and retains the
leadership talent needed to successfully maintain and grow its
businesses; conversely, in years of below average performance, an
executive's compensation is below competitive benchmarks.
Stock Ownership Guidelines -- To further underscore the importance of
linking executive and stockholder interests, in 1993 the Committee established
formal stock ownership guidelines for the Named Executive Officers, as well as
other Corporate Officers and select senior executives (approximately the top 70
executives). While formal guidelines have not been established for the balance
of the executive group, the importance of stock ownership is reinforced through
plan design and in communications to these executives. Under the guidelines, the
CEO is required to hold GM common stocks with a minimum aggregate value
equivalent to two times his base salary. For the balance of the executives
covered by the guidelines, the minimum aggregate market value of their
individual holdings must, at least, be equivalent to their respective annual
base salary. Ownership of all three classes of common stocks will be considered
toward compliance with the guidelines. As of March 15, 1995, all Named Executive
Officers met or exceeded their respective guideline level.
Compensation Deductibility Policy -- In order to preserve the deductibility
of performance-based compensation in excess of $1 million to each of the Named
Executive Officers, the Committee intends to comply with Section 162(m) of the
Internal Revenue Code (and any regulations promulgated thereunder) to the extent
such compliance is practicable and in the best interests of the Corporation and
its stockholders.
COMPENSATION PLAN
In carrying out its responsibilities, the Committee annually reviews the
executive compensation programs and policies of the Corporation's domestic
competitors and, to the extent practicable, leading foreign automotive
manufacturers. In view of the limited number of industry competitors and in
recognition of the fact that the competitive labor market for GM's executives is
broader than the automotive industry, compensation levels and policies are also
benchmarked against a group of very large manufacturing companies [most of which
are included in Standard and Poor's
10
<PAGE>
(S&P) 500 Composite Stock index] worldwide to ensure that GM's plans and
practices provide a highly competitive compensation opportunity in the context
of its performance and compensation philosophy. For reference, the performance
of GM $1 2/3 Common Stock relative to Ford and Chrysler and the S&P 500 index is
provided at the conclusion of the compensation disclosure section starting on
page 21.
Market data are obtained from this comparator group of companies through
annual surveys. In addition, compensation program design/practice data are
regularly solicited from various compensation consultants to assist the
Committee in its evaluation of competitive pay levels and program trends. These
data, in addition to their interpretation of the compensation philosophy
discussed above, serve as the basis for the Committee's development and periodic
review and adjustment, if appropriate, of the compensation structure (e.g.,
relative size of each element of the compensation package and mix of fixed to
variable, or at-risk, compensation) for executives.
In evaluating competitive data and establishing targets for each element of
an executive's compensation, the Committee takes into account GM's performance
relative to comparator companies. For example, in view of the cyclical nature of
the automotive industry and corresponding impact of this volatility on a GM
executive's compensation, in 1993 the Committee revised the executive
compensation structure to bring the portion of at-risk pay to a level
approximating the survey group average. This change provided a competitive level
of fixed compensation in order to retain critically-skilled executive talent yet
also permit a significant total compensation opportunity through the payout of
performance based incentive compensation. This structure was reviewed and
adjusted in 1994 in response to normal changes among the comparator companies.
As a matter of practice, the Committee routinely reviews all compensation
changes and incentive awards to the CEO and other Named Executive Officers with
the Board of Directors.
As discussed below, aside from benefits (which will be reviewed in the
tables following this report), a GM executive's total compensation package is
comprised of four components: (1) base salary; (2) annual incentives; (3) stock
options; and (4) other long-term incentives.
Base Salary -- Under the current compensation structure, base salaries are
targeted to be in the upper end of the third quartile of the salaries paid to
comparable positions at the comparator group (fourth quartile being the
highest), on a size-adjusted basis. The base salaries of individual executives
can and do vary from this salary benchmark based on such factors as the
executive's scope of responsibility, current performance, maturity in position,
future potential and overall competitive positioning relative to comparable
positions at other companies.
In 1994, as part of a reorganization, Messrs. Hughes, Pearce and Wagoner
were given added responsibilities in the management of the Corporation. In line
with these added responsibilities, the Committee determined that the base
salaries of these individuals should be increased. In making this decision, the
Committee carefully considered the scope of each executive's responsibilities
relative to comparable positions at survey companies. The Committee did not
increase the salaries of the other Named Executive Officers, including the CEO.
At the time of his respective salary adjustment, each Named Executive
Officer signed a non-compete agreement barring him from working for an
automotive competitor for a period of three years from the date of the salary
adjustment. The Committee believes that it is in GM stockholders' best interests
to ensure continuity in the Corporation's senior leadership group. Aside from
these agreements, the Corporation has no contractual or other arrangements with
these executive officers.
11
<PAGE>
Annual Incentives -- Annual incentives are granted under the Amended 1987
Stock Incentive Plan (SIP) which was approved by stockholders at the 1992 Annual
Meeting. To further reinforce accountability at all levels within the executive
group and to enhance the overall motivational value of the plan, there are two
separate annual incentive award components -- one based exclusively on Corporate
results and the other strictly on the performance of the business sector to
which the executive is assigned. The apportionment of an executive's annual
incentive award between the two components varies by level of responsibility. In
view of their Corporate-wide responsibility, the annual incentive award
opportunity for all Named Executive Officers, including the CEO, is based
exclusively on GM's overall performance.
In addition to establishing a target performance level for both award
components, the Committee also identifies threshold or minimum performance
levels which must be achieved before awards for either component are granted.
The size of awards granted is, accordingly, scaled to the actual level of
performance achieved. In establishing this payout range, the Committee assesses
the relative degree of performance necessary to achieve the target objective and
reviews past and projected budgeted performance levels and external marketplace
conditions (e.g., economic outlook, projected size of automotive industry
volumes, expected market share projections). There is no specified weight
assigned to these factors; the Committee uses its judgment based on these and
other considerations in establishing the payout range.
For 1994, the payment of either a Corporate or sector award was triggered
solely on the achievement of predetermined profitability goals. For the
Corporate component, the goal was expressed in terms of net income attributable
to GM $1 2/3 Common Stock. Profitability goals for the various sectors were
generally based on net income or operating profit. Profitability goals for both
award components were derived from the Corporation's budget and business plan
for the year and, based on Management's input, the Committee used its discretion
in setting the specific profitability targets for the Corporate component and
each sector. For each of the Named Executive Officers, individual award targets
were based on a percent of base salary on January 1, 1994, ranging from .4 times
base salary for threshold performance, one times base salary if target levels
were realized and, for maximum performance, individual awards for these
executives could be two times base salary. For earnings performance falling
within the ranges for minimum/target/maximum, individual awards were prorated
accordingly.
The Corporation's overall results for 1994 were at record earnings levels.
Consolidated net income was at an all-time record level and exceeded the maximum
profitability goals established by the Committee for 1994 performance. After a
thorough review of the Corporation's overall performance and an evaluation of
each Named Executive Officer's individual performance and other factors, the
Committee approved 1994 annual incentive award payouts for each Named Executive
Officer on a basis above target but below maximum payout levels.
Awards were denominated in restricted stock units of one or more classes of
GM common stocks at the time of award and, to encourage retention of key
executive talent, are paid out on an installment basis. Recognizing the absence
of annual incentive award for most executives for the past four years, the
Committee determined that 1994 awards would be paid in two installments with the
first in early 1995 and the final installment in 1996. The Committee believes
the use of installment delivery motivates executives to focus on continued
stockholder value creation in that the ultimate value of their final awards is
dependent on fluctuations in the stocks' prices over the vesting period.
Installment delivery also serves as a retention incentive since unvested award
installments are forfeited in the event an executive terminates employment
without the Committee's consent.
12
<PAGE>
Stock Options -- Like annual incentives, stock options are also granted
under provisions of the Amended 1987 SIP. Stock options are granted to reinforce
the importance of improving stockholder value over the long-term, and to
encourage and facilitate executive stock ownership. Stock options are granted at
100% of the fair market value of the stock on the date of grant to ensure the
executives can only be rewarded for appreciation in the price of GM common
stocks when the Corporation's stockholders are similarly benefited. While all
executives are eligible to receive stock options, participation in each annual
grant, as well as the size of the grant each participating executive receives,
is contingent on the executive's performance and future potential. Effective
with the 1994 stock option grant, Corporate officers are required to retain at
least 25% of the after-tax shares acquired upon option exercise for a time
period specified by the Committee.
Option grant levels, as with each element of an executive's compensation
package, are determined on the basis of the compensation structure developed by
the Committee. Under this structure, target option grants are positioned at a
level which generally equates to the average grant levels awarded to executives
in comparable positions in the comparator group.
The 1994 option grants to the CEO and other Named Executive Officers were
based on the revised compensation structure developed by the Committee for these
executives at the time of their appointments to their current positions on
November 2, 1992 and were for the same number of shares as in the 1993 grant.
These grants are positioned at a level which, in conjunction with their target
Performance Achievement Plan (PAP) awards (which are detailed on page 19 and
discussed in the following section of this report), approximates the average
value of the long-term incentives paid to comparable positions at survey
companies, on a size-adjusted basis. The Committee considered the number of
option shares each executive had been previously granted in determining the size
of the grants to the Named Executive Officers.
In view of his oversight responsibility for Electronic Data Systems and
Hughes Electronics Corporation (formerly GM Hughes Electronics Corporation), the
Committee determined that the grant for Mr. Pearce would be denominated in all
three classes of GM common stocks, as detailed starting on page 15. Grants to
all other executives, including the other four Named Executive Officers, were
denominated exclusively in GM $1 2/3 Common Stock.
Other Long-Term Incentives -- In contrast to stock options, which reward
executives for stockholder value creation as measured by improvement in the
prices of GM common stocks, the PAP is intended to focus executives on the
accomplishment of key long-term strategic business objectives which require more
than one year to complete. This Plan was most recently approved by stockholders
at the 1992 Annual Meeting. Participation in the plan is generally restricted to
those in positions of major responsibility (approximately the top 450
executives).
Target PAP awards are typically made annually and payout is contingent on
the achievement of a predetermined target over a three-year plan period, as
outlined in the Corporation's strategic business plans for the award period. The
percentage of each target award, if any, that eventually is distributed to
participants is determined by the Committee based on the actual level of
performance achieved over the award period versus the targeted goal. No awards
are paid for cumulative performance below a predetermined threshold level and
final awards are capped at 200% of target for performance in excess of a
predetermined maximum level. The Committee has the discretion to elect to adjust
the final award payout from the level dictated by the actual performance
achieved over the period if, in its judgment, events have
13
<PAGE>
occurred (e.g., significant changes in accounting practices) which have altered
the basis upon which the performance goals were established.
The 1994 PAP target awards (disclosed on page 19) cover the three-year
period 1994-1996. The size of the target awards for the CEO and the other Named
Executive Officers were developed in line with the methodology discussed in the
previous section on stock options and expressed as a percentage of base salary
as of January 1, 1994. These awards were denominated in cash but, if earned,
will be paid out in all three classes of GM common stocks. To reinforce
executive stock ownership, the payment of any final awards is subject to a
mandatory vesting schedule of up to four installments, dependent on a
participant's level of responsibility and the size of the final award. For Named
Executive Officers only, a portion of any final award will be deferred in stock
until retirement.
Payment of any awards relating to the 1994-1996 PAP grant will be based on
the achievement of a predetermined Return on Net Assets (RONA) level based on
the Corporation's business plans. Similar to the approach used in setting annual
incentive award performance objectives, the Committee also considered the
business outlook (e.g., projected auto industry sales volumes, economic outlook,
anticipated competitive challenges) as set forth in the Corporation's strategic
business plan for the performance period, in setting the threshold, target and
maximum RONA levels. On the basis of this analysis, the Committee used its
discretion in establishing the performance target and payout range and did not
follow a predetermined methodology or assign weights to the specific factors
outlined above.
For 1994, two performance periods are reflected in the final awards shown
on page 15. The first award covered the four-year performance period from
1991-1994, while the second award covered the three-year performance period
1992-1994. In 1992, the Committee determined that a three-year performance
period was more closely aligned with competitive practice as well as the
Corporation's business plan and switched from a four-year to a three-year
performance cycle. As a result, two award cycles matured in 1994. This is a
one-time event, and it is not anticipated that a similar double vesting will
occur in the foreseeable future. These are the first PAP payouts to any
participant since 1991.
With respect to these awards, each was predicated on a specific level of
cumulative consolidated net income over the respective period. The actual
cumulative net income realized during the 1991-1994 performance period was below
target, but above the threshold level established by the Committee and,
therefore, final awards were paid to plan participants, including Mr. Smith and
the other Named Executive Officers, at below target levels. These awards were
paid in cash in a lump sum in early 1995. The cumulative earnings realized for
the 1992-1994 performance period were above target but below the maximum payout
level. As a result, final awards were paid above target but below maximum
levels. These awards are in the form of all three classes of GM common stocks
and will be paid out in up to four installments. For the Named Executive
Officers only, the final installment will be paid subsequent to retirement.
EXECUTIVE COMPENSATION COMMITTEE
Edmund T. Pratt, Jr., Chairman
John H. Bryan
John G. Smale
Dennis Weatherstone
Thomas H. Wyman
14
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth information with respect to the compensation
of the Chief Executive Officer and each of the other four most highly
compensated Named Executive Officers of General Motors Corporation (all of whom
were members of the "President's Council" in 1994) for services in all
capacities while a Named Executive Officer of the Corporation during 1992, 1993
and 1994.
<TABLE>
<CAPTION>
Long-Term Compensation
-------------------------
Awards Payouts
Annual Compensation $1 2/3 Long-Term All Other
Name and ----------------------------- Stock Incentive Compen-
Principal Position Year Salary Bonus(1) Options Payouts(2) sation(3)
- ----------------------------- --------- ------------- ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C>
$ $ # Shares $ $
J. F. Smith, Jr.
CEO & President......... 1994 1,500,000 1,925,000 120,000 2,268,000 22,500
1993 1,375,000 -0- 120,000 -0- 20,624
1992 748,000 -0- 80,000 -0- 11,219
W. E. Hoglund
Executive VP............ 1994 800,000 1,000,000 70,000 1,417,000 11,999
1993 775,000 -0- 70,000 -0- 11,624
1992 592,000 -0- 60,000 -0- 8,875
L. R. Hughes
Executive VP............ 1994 800,000 963,000 50,000 961,000 12,000
1993 688,000 -0- 50,000 -0- 10,312
1992 304,000 100,000 20,000 -0- 4,562
H. J. Pearce
Executive VP............ 1994 800,000 963,000 Com. 25,000 978,000 12,000
Cl. E 25,900
Cl. H 18,700
1993 688,000 -0- Com. 25,000 -0- 10,312
Cl. E 13,000
Cl. H 16,500
1992 328,000 -0- 14,000 -0- 4,925
G. R. Wagoner, Jr.
Executive VP............ 1994 800,000 963,000 50,000 952,000 12,000
1993 675,000 -0- 50,000 -0- 10,125
1992 239,000 70,000 9,000 -0- 3,587
<FN>
(1) These awards were denominated in the form of restricted stock units
equivalent to shares of the Corporation's Common, Class E and Class H
stocks, which vest on an installment basis and will be paid in cash. The
first installment vested on date of grant, and remaining installments will
vest on December 31 of the same year and following year. Prior to delivery,
shares will be retained by the Corporation to satisfy tax withholding
obligations. Dividend equivalents will be paid on unvested shares. The
following table sets forth the number of shares which were vested and paid
and the number of shares which remain unvested and unpaid as of March 15,
1995:
</TABLE>
15
<PAGE>
<TABLE>
<CAPTION>
Shares Vested Shares Unvested
Grant ----------------------------------- -----------------------------------
Year Common Cl. E Cl. H Common Cl. E Cl. H
------ --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
J. F. Smith, Jr............... 1994 7,995 8,254 8,985 16,789 3,714 4,042
W. E. Hoglund................. 1994 4,154 4,288 4,667 8,721 1,929 2,100
L. R. Hughes.................. 1994 4,000 4,129 4,495 8,398 1,858 2,022
1992 612 144 193 -0- -0- -0-
H. J. Pearce.................. 1994 4,000 4,129 4,495 8,398 1,858 2,022
G. R. Wagoner, Jr............. 1994 4,000 4,129 4,495 8,398 1,858 2,022
1992 428 101 135 -0- -0- -0-
<FN>
At year-end 1994, the 1992 shares vested for Mr. Hughes were valued at $25,781,
$5,526 and $6,731 for Common, Class E, and Class H stocks, respectively, and
the 1992 shares vested for Mr. Wagoner were valued at $18,030, $3,876, $4,708
for Common, Class E, and Class H stocks, respectively.
(2) Awards under the General Motors 1987 Performance Achievement Plan. Under the
Plan, awards were made covering the 1989-92, 1990-93, 1991-94 and 1992-94
performance periods. There were no long-term payments related to either the
1989-92 or 1990-93 performance periods. For the 1991-94 cycle, the Committee
determined that awards would be paid in cash in one installment. For the
1992-94 cycle, the Committee determined that awards would be paid in all
three classes of GM common stocks and would be subject to an installment
vesting schedule. For the Named Executive Officers, vesting occurs in four
equal installments, in March and December 1995, December 1996 and subsequent
to retirement. Dividend equivalents will be paid on unvested shares. The
following table sets forth for the 1992-94 award cycle the number of shares
which were vested and paid and the number of shares which remain unvested
and unpaid as of March 15, 1995:
</TABLE>
<TABLE>
<CAPTION>
Shares Vested Shares Unvested
Grant ----------------------------------- -----------------------------------
Year Common Cl. E Cl. H Common Cl. E Cl. H
--------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C>
J. F. Smith, Jr............... 1992-94 7,876 1,743 1,897 23,627 5,226 5,689
W. E. Hoglund................. 1992-94 4,453 985 1,072 13,357 2,955 3,216
L. R. Hughes.................. 1992-94 3,768 834 908 11,303 2,500 2,721
H. J. Pearce.................. 1992-94 3,768 834 908 11,303 2,500 2,721
G. R. Wagoner, Jr............. 1992-94 3,768 834 908 11,303 2,500 2,721
<FN>
(3) Company contributions under the S-SPP and the BEP-S. Under the S-SPP, which
is open to all eligible salaried employees, an employee can contribute up to
15% of salary, subject to an IRS maximum ($150,000 salary for 1994) and the
Corporation will contribute an amount equal to 25% of the employee's savings
up to 6% of salary. Under the BEP-S (a non-qualified benefit plan), the
Corporation matches contributions on a basis identical to the S-SPP on that
portion of an executive's salary in excess of the IRS limit.
</TABLE>
16
<PAGE>
OPTIONS AND SAR GRANTS IN 1994
The following table shows the options granted to each Named Executive
Officer on January 10, 1994. These options were comprised of both non-qualified
and Incentive Stock Options (ISOs) and are 50% exercisable one year after the
date of grant and 100% exercisable two years after the date of grant. The ISOs
expire ten years from the date of grant and the non-qualified options expire ten
years and two days from the date of grant.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------- Potential Realizable Value at
Number of % of Total Assumed Annual Rates of Stock Price
Securities Options Appreciation for Option Term(1)
Underlying Granted to ------------------------------------------------
Options Employees Exercise Expiration At 0% Annual At 5% Annual At 10% Annual
Name Granted in 1994 Price Date Growth Rate Growth Rate Growth Rate
- ------------------ --------- ------------- ----------- ------------- ------------ --------------- ---------------
# Shares % $/Share $ $ $
$1 2/3 Par Common
Stock Options
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
J. F. Smith,
Jr.............. 120,000 1.95 59.07 1/11/04 -0- 4,458,000 11,296,800
W. E. Hoglund..... 70,000 1.14 59.07 1/11/04 -0- 2,600,500 6,589,800
L. R. Hughes...... 50,000 0.81 59.07 1/11/04 -0- 1,857,500 4,707,000
H. J. Pearce...... 25,000 0.41 59.07 1/11/04 -0- 928,750 2,353,500
G. R. Wagoner,
Jr.............. 50,000 0.81 59.07 1/11/04 -0- 1,857,500 4,707,000
All Stockholders.. -- -- -- -- -0- 27,539,295,000 69,785,982,000
All Optionees..... 6,159,395 100.00 37.32 - 1/11/04- -0- 227,057,224 575,375,695
59.07 12/13/04
Optionee Gains as
% of All
Stockholders'
Gain............ -- -- -- -- -0- 0.8% 0.8%
<CAPTION>
Class E Stock
Options
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
H. J. Pearce...... 25,900 100.00 28.50 1/11/04 -0- 464,128 1,176,421
<CAPTION>
Class H Stock
Options
- ------------------
<S> <C> <C> <C> <C> <C> <C> <C>
H. J. Pearce...... 18,700 10.83 39.50 1/11/04 -0- 464,508 1,177,218
<FN>
(1) The dollar amounts under these columns are the results of calculations at
0%, and at the 5% and 10% annual appreciation rates set by the SEC for
illustrative purposes and, therefore, are not intended to forecast future
financial performance or possible future appreciation, if any, in the price
of GM common stocks. Stockholders are, therefore, cautioned against drawing
any conclusion from the appreciation data shown, aside from the fact that
optionees will only realize value from this grant if the price of GM Common
Stock appreciates, which would benefit all stockholders commensurately. The
Corporation did not use an alternative formula for grant valuation, as it is
not aware of any formula which will determine, with reasonable accuracy, a
present value based on future unknown or volatile factors.
</TABLE>
17
<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN 1994 AND
OPTION/SAR VALUES AT DECEMBER 31, 1994
The following table provides information as to options exercised by each of
the Named Executive Officers in 1994 and the value of options held by such
executives at year-end, measured in terms of the closing prices of General
Motors Common Stocks (Common -- $42.13; Class E -- $38.38; Class H -- $34.88) on
December 30, 1994.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/[SARs] at Options/[SARs] at
Dec. 31, 1994 Dec. 31, 1994
Shares
Class of Acquired Value Exercisable/(1) Exercisable/(1)
Name Stock on Exercise Realized Unexercisable Unexercisable
- ------------------------ -------------- -------------- ----------- ------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C> <C>
# Shares $ # Shares $
J. F. Smith, Jr......... Common 17,860 421,363 282,104 / 180,000 1,167,889 / 524,700
W. E. Hoglund........... Common -0- -0- 242,200 / 105,000 954,738 / 306,075
[14,600] / [-0-] [116,882] / [-0-]
L. R. Hughes............ Common -0- -0- 73,379 / 75,000 354,589 / 218,625
H. J. Pearce............ Common -0- -0- 72,305 / 37,500 259,750 / 109,313
Class E -0- -0- 6,500 / 32,400 45,858 / 301,620
Class H 8,250 123,750 -0- / 26,950 -0- / 84,026
G. R. Wagoner, Jr....... Common -0- -0- 58,790 / 75,000 304,431 / 218,625
<FN>
(1) The amounts shown in brackets represent SARs granted in tandem with stock
options. To the extent these SARs are exercised, the related option will be
correspondingly reduced. No SARs have been granted since 1986; further, SARs
may no longer be granted under the General Motors Amended 1987 Stock
Incentive Plan.
</TABLE>
LONG-TERM INCENTIVE AWARDS IN 1994
The following table displays target long-term incentive awards granted to
Named Executive Officers in 1994 under the General Motors 1992 Performance
Achievement Plan. Assuming that the minimum or threshold performance level is
met, the percentage of the target award eventually paid to participants depends
upon the extent to which the established RONA target for the three-year
performance period is achieved. If the threshold performance level established
by the Committee is not met, no final awards will be paid.
18
<PAGE>
<TABLE>
<CAPTION>
Estimated Future Payouts
Under Non-Stock Price-Based Plans
---------------------------------------------------------
Performance Below
Name Period Threshold Threshold Target Maximum
- ------------------------ -------------- ------------ ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
$ $ $ $
J. F. Smith, Jr......... 1994-96 -0- 450,000 1,500,000 3,000,000
W. E. Hoglund........... 1994-96 -0- 240,000 800,000 1,600,000
L. R. Hughes............ 1994-96 -0- 225,000 750,000 1,500,000
H. J. Pearce............ 1994-96 -0- 225,000 750,000 1,500,000
G. R. Wagoner, Jr....... 1994-96 -0- 225,000 750,000 1,500,000
</TABLE>
RETIREMENT PROGRAM
The retirement program for General Motors executives in the United States
consists of the General Motors Retirement Program for Executives, which is a
tax-qualified plan and subject to ERISA, as well as two non-qualified plans
(collectively the "GM Salaried Program"). The contributory portion of the
tax-qualified plan provides defined benefits under a formula based on creditable
years of service and upon the average pensionable remuneration received in the
highest five years out of the final ten years of service, subject to certain
Internal Revenue Code limitations which change from time to time. In addition,
employees receive an annual retirement benefit which is equal to the sum of 100%
of their contributions made after October 1, 1979 and of smaller percentages of
contributions made before that date. If employees do not elect to contribute to
the tax-qualified plan, they are entitled to receive only basic retirement
benefits equal to a flat dollar amount per year of service, essentially
equivalent to the General Motors Pension Plan for Hourly Employees. Benefits
under the tax-qualified plan vest after five years of creditable service and are
payable at the normal retirement age of 65 either in the form of a single life
annuity or in a reduced amount, in joint and survivor form.
If executives made the required contributions to the tax-qualified plan,
they may also be eligible to receive the regular form of a supplemental
executive retirement benefit. The sum of the qualified plan benefits and the
regular form of the supplemental executive retirement benefit will provide the
executive with total annual retirement benefits under the GM Salaried Program
that are equal to 2% times eligible years of credited service times the average
of the highest five years of base salary during the final ten years of service,
less 2% times the years of credited service times the maximum annual Social
Security benefit payable to a person retiring at age 65. Table I, on page 20,
shows the regular form of the estimated total annual retirement benefit related
to final average base salary as of December 31, 1994, that would be payable in
12 equal monthly installments per annum as a single life annuity to executives
retiring in 1995 at age 65 (the benefits shown are based upon maximum Social
Security benefits of $14,388 payable to persons retiring in 1995). If the
executive elects to receive benefits in the form of a 60% joint and survivor
annuity, the amounts shown would generally be reduced by from 5% to 7.5%,
depending upon the age differential between spouses.
19
<PAGE>
TABLE I
PROJECTED TOTAL ANNUAL RETIREMENT BENEFITS FROM ALL PARTS OF THE GM SALARIED
PROGRAM
ASSUMING EXECUTIVE QUALIFIES FOR REGULAR SUPPLEMENTAL EXECUTIVE RETIREMENT
PROGRAM BENEFITS(A)
<TABLE>
<CAPTION>
Years of Eligible Contributory Pensionable Service
Highest Five-Year -----------------------------------------------------
Average Annual Salary 15 25 35 45
- ---------------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C>
$ $ $ $ $
400,000 115,684 192,806 269,928 347,051
700,000 205,684 342,806 479,928 617,051
1,000,000 295,684 492,806 689,928 887,051
1,300,000 385,684 642,806 899,928 1,157,051
1,600,000 475,684 792,806 1,109,928 1,427,051
1,900,000 565,684 942,806 1,319,928 1,697,051
<FN>
(a) The average annual base salary for the highest five years over the last
10-year period and the eligible years of credited service as of December 31,
1994, for each of the Named Executive Officers were as follows: William E.
Hoglund, $626,667, 38 years; Louis R. Hughes, $440,083, 26 years; Harry J.
Pearce, $468,167, 15 years; John F. Smith, Jr., $935,333, 34 years; and G.
Richard Wagoner, Jr., $408,750, 17 years. The annual base salaries for the
most recent year(s) considered in the calculation of the averages reported
here are in the Summary Compensation Table on page 15 in the column labeled
"Salary."
</TABLE>
An executive may be eligible to receive the alternative form of the
supplemental executive retirement benefit in lieu of the regular form of the
supplemental executive retirement benefit contingent upon satisfaction of
certain criteria including, but not limited to, refraining from working for any
competitor or otherwise acting in any manner inimical or contrary to the best
interests of the Corporation. The executive will receive the greater of the
regular form or the alternative form of the supplemental executive retirement
benefit. The sum of the qualified plan benefits and the alternative form of the
supplemental executive retirement benefit will provide the executive with the
total annual retirement benefits that are equal to 1.5% times the eligible years
of credited service (up to a maximum of 35 years) times the average of the
executive's highest five years of total direct compensation (i.e., the average
of the five highest years of base salary plus the average of the five highest
years of bonus and/or restricted stock units awarded) out of the last ten years,
less 100% of the maximum annual Social Security benefit payable to a person age
65. Table II, on page 21, shows the alternative form of the estimated total
annual retirement benefit related to final average total direct compensation as
of December 31, 1994, that would be payable in 12 equal monthly installments per
annum as a single life annuity to executives retiring in 1995 at age 65 (the
benefits shown are based upon maximum Social Security benefits of $14,388
payable to persons retiring in 1995). Again, the amounts shown would be reduced
in the same way as under the regular form if the executive were to elect joint
and survivor benefits.
20
<PAGE>
TABLE II
PROJECTED TOTAL ANNUAL RETIREMENT BENEFITS FROM ALL PARTS OF THE GM SALARIED
PROGRAM
ASSUMING EXECUTIVE QUALIFIES FOR ALTERNATIVE SUPPLEMENTAL EXECUTIVE RETIREMENT
PROGRAM BENEFITS(A)
<TABLE>
<CAPTION>
Highest Five-Year Years of Eligible Contributory Pensionable Service
Average Annual Total -------------------------------------------------------------------
Direct Compensation 15 20 25 30 35
- ---------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ $ $ $ $
700,000 143,112 195,612 248,112 300,612 353,112
1,400,000 300,612 405,612 510,612 615,612 720,612
2,100,000 458,112 615,612 773,112 930,612 1,088,112
2,800,000 615,612 825,612 1,035,612 1,245,612 1,455,612
3,500,000 773,112 1,035,612 1,298,112 1,560,612 1,823,112
4,200,000 930,612 1,245,612 1,560,612 1,875,612 2,190,612
<FN>
(a) The average annual total direct compensation (i.e., base salary plus bonus
and/or restricted stock units) for the highest five years over the last
10-year period and the eligible years of credited service as of December 31,
1994 for each of the Named Executive Officers was as follows: William E.
Hoglund, $1,246,667, 35 years; Louis R. Hughes, $804,683, 26 years; Harry J.
Pearce, $885,767, 15 years; John F. Smith, Jr., $1,733,333, 34 years; and G.
Richard Wagoner, Jr., $716,350, 17 years. The annual total direct
compensation for the most recent year(s) considered in the calculation of
the sum of the averages of salary and of bonus income, which is reported
here as average annual total direct compensation will be found in the
Summary Compensation Table on page 15 in the column labeled "Salary" and in
the column labeled "Bonus."
</TABLE>
In addition, the Board of Directors has delegated to the Committee
discretionary authority to grant additional eligible years of credited service
to selected key executives under such terms and conditions as the Committee
shall determine for purposes of computing the regular and alternative forms of
supplemental executive retirement benefits for such executives.
The regular or alternative form of the supplemental executive retirement
benefit is provided under a program which is non-qualified for tax purposes and
not pre-funded. Supplemental executive retirement benefits under the regular and
alternative formula can be reduced, or eliminated, for both retirees and active
employees by the Committee and the Board of Directors.
PERFORMANCE PRESENTATION
Set forth below are graphs which compare the cumulative total returns,
including reinvestment of dividends, for each of the three classes of General
Motors common stocks against the cumulative total return of the Standard &
Poor's (S&P) 500 Composite Stock Index and respective peer group indices for the
last five fiscal years, assuming investment of $100 in each of the Corporation's
common stocks and each of the respective peer indices noted on January 1, 1990.
For General Motors Common Stock, a peer group index comprised of Ford Motor
Company and Chrysler Corporation has been used.
21
<PAGE>
The comparator index used for Class E Common Stock is the Standard & Poor's
Computer Software Index. Reflecting the diversity of Hughes Electronics
Corporation's business, a comparator group index has been developed using Value
Line industry group data for the following: Auto Parts--OEM; Telecommunications
Service; Telecommunications Equipment; Aerospace/Defense; and Electronics. In
constructing the index, a two-stage weighting process was applied. The data were
weighted by market value within each industry group and second, by the
percentage each line represented of Hughes Electronics Corporation's segment
revenue.
The graphs and the related disclosure contained in this section of the
Proxy Statement should not be incorporated by reference into any prior filings
by the Corporation under the Securities Exchange Act of 1934 that incorporated
future filings or portions thereof (including this Proxy Statement or the
Executive Compensation section of this Proxy Statement).
THE CHARTS DISPLAYED BELOW ARE PRESENTED IN ACCORDANCE WITH SEC
REQUIREMENTS. STOCKHOLDERS ARE CAUTIONED AGAINST DRAWING ANY CONCLUSIONS FROM
THE DATA CONTAINED THEREIN, AS PAST RESULTS ARE NOT NECESSARILY INDICATIVE OF
FUTURE PERFORMANCE. THESE GRAPHS IN NO WAY REFLECT THE CORPORATION'S FORECAST OF
FUTURE FINANCIAL PERFORMANCE.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS COMMON STOCK,
S&P 500 INDEX, FORD AND CHRYSLER
[CHART]
1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 12/31/94
GM Common Stock 100 87 77 89 154 120
S&P 500 100 97 126 136 150 152
Ford and Chrysler 100 67 74 143 239 223
22
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS CLASS E COMMON STOCK,
S&P 500 INDEX, AND S&P COMPUTER SOFTWARE INDEX
[CHART]
1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 12/31/94
GM Class E
Common Stock 100 144 238 251 227 301
S&P 500 100 97 126 136 150 152
S&P Computer
Software Index 100 78 119 141 180 213
23
<PAGE>
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS CLASS H COMMON STOCK,
S&P 500 INDEX, AND VALUE LINE COMPOSITE INDEX
[CHART]
1/1/90 1/1/91 1/1/92 1/1/93 1/1/94 12/31/94
GM Class H
Common Stock 100 72 63 113 174 160
S&P 500 100 97 126 136 150 152
Value Line
Composite Index 100 99 115 133 167 158
ITEM NO. 2
The By-laws of the Corporation provide that the Audit Committee shall be
composed of directors who are not officers of the Corporation and that the
selection by the Committee of independent public accountants shall be subject to
ratification by the stockholders at the annual meeting. This standing Committee
of the Board reviews the scope and results of the audits, the accounting
principles being applied and the effectiveness of internal controls and, in its
oversight role, assures that management fulfills its responsibilities in the
preparation of the financial statements. During 1994, the Audit Committee was
composed of Mr. Dennis Weatherstone, Chairman, Mrs. Anne L. Armstrong, Messrs.
Paul H. O'Neill, John G. Smale and Thomas H. Wyman, and Drs. Thomas E. Everhart
and Louis W. Sullivan. The Committee held seven meetings in 1994.
24
<PAGE>
In accordance with the By-laws, the Committee has selected and engaged the
firm of Deloitte & Touche LLP as independent public accountants for the year
1995 and this selection is being presented to the stockholders for ratification.
Representatives of Deloitte & Touche LLP will attend the annual meeting, will
have the opportunity to make a statement if they desire to do so, and will be
available to answer questions that may be asked by stockholders.
Deloitte & Touche LLP has audited the Corporation's books annually since
1918, has offices or affiliates in or convenient to most of the localities in
the United States and foreign countries where the Corporation operates, and is
considered to be well qualified. The firm uses the work and reports of other
independent auditors who have examined the financial statements of subsidiaries
or investments included in the financial statements of the Corporation. Deloitte
& Touche LLP rotates its personnel assigned to the General Motors engagement at
least once every five years, with assignments beyond three years of supervising
partners responsible for the General Motors engagement reviewed and approved in
advance by the Audit Committee. In the event the selection of Deloitte & Touche
LLP as independent public accountants is not ratified by the stockholders, the
Audit Committee will seek other accountants. However, because of the difficulty
and expense of making any change in public accountants so long after the
beginning of the current year, it is likely that the appointment would stand for
1995 unless the Committee found other good reason for making a change.
During the 1994 calendar year, Deloitte & Touche LLP provided GM with
extensive audit and other services. Fees for all services totaled approximately
$42.0 million.
THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION, BY THE AUDIT COMMITTEE OF THE CORPORATION, OF DELOITTE & TOUCHE LLP
AS INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT THE BOOKS, RECORDS AND ACCOUNTS OF
THE CORPORATION AND ITS SUBSIDIARIES FOR THE YEAR 1995. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE SO VOTED UNLESS STOCKHOLDERS SPECIFY A DIFFERENT
CHOICE.
ITEM NO. 3
Mrs. Evelyn Y. Davis, Watergate Office Building, Suite 215, 2600 Virginia
Avenue, N.W., Washington, DC 20037, owner of 102 shares of Common Stock, 200
shares of Class E Common Stock and 4 shares of Class H Common Stock, has given
notice that she intends to present for action at the annual meeting the
following resolution:
"RESOLVED: `That the shareholders recommend that the Board direct
management that within five days after approval by the shareholders of this
proposal, the management shall publish in newspapers of general circulation
in the cities of New York, Washington, D.C., Detroit, Chicago, San
Francisco, Los Angeles, Dallas, Houston and Miami, and in the Wall Street
Journal and U.S.A. Today, a detailed statement of each contribution made by
the Company, either directly or indirectly, within the immediately
preceding fiscal year, in respect of a political campaign, political party,
referendum or citizens' initiative, or attempts to influence legislation,
specifying the date and amount of each such contribution, and the person or
organization to whom the contribution was made. Subsequent to this initial
disclosure, the management shall cause like data to be included in each
succeeding report to shareholders.' `And if no such disbursements were
made, to have that fact publicized in the same manner.' "
25
<PAGE>
The following statement was submitted in support of such resolution:
"REASONS: `This proposal, if adopted, would require the management to
advise the shareholders how many corporate dollars are being spent for
political purposes and to specify what political causes the management
seeks to promote with those funds. It is therefore no more than a
requirement that the shareholders be given a more detailed accounting of
these special purpose expenditures that they now receive. These political
contributions are made with dollars that belong to the shareholders as a
group and they are entitled to know how they are being spent.'
"Last year the owners of 19,410,223 shares, representing approximately 3.8%
of shares voting, voted FOR this proposal."
"If you AGREE, please mark your proxy FOR this resolution."
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
The Board of Directors believes that this proposal is unnecessary and would
serve no useful purpose.
In the U.S., laws prohibit corporations from making political contributions
to candidates for Federal office. Furthermore, General Motors has a
long-standing policy against the use of Corporation funds, facilities or other
property for the support of any Federal, state or local political candidate or
political party.
While the Corporation may on occasion make contributions in support of or
in opposition to certain non-partisan ballot measures, initiatives, or
referenda, such contributions are infrequent and made only after careful
management review has determined that such actions would be both legal and in
connection with a matter that importantly affects the Corporation in the
communities in which GM operates. As to expenditures in respect of efforts to
influence legislation, General Motors believes that it is in the best interests
of the Corporation, as well as its stockholders and employees, to express its
views on legislative and other government actions in areas such as energy use,
taxes and emission standards and other areas of vital concern to the
Corporation's business worldwide. Through testimony by officers or by expert
witnesses, as well as by correspondence and through meetings with government
officials, General Motors openly comments upon its positions with respect to
various legislative and regulatory matters. The Corporation does not incur any
expenses beyond those made in support of normal business activities.
Certain of the Corporation's U.S. employees contribute to individual
candidates and political parties through the Civic Involvement Program/General
Motors--a corporate political action committee which solicits and distributes
such voluntary contributions. Participation in the Program is a matter of
individual choice, and contributions are sent to an independent agency to ensure
confidentiality of the individuals' decisions regarding participation. As
permitted by law, GM provides administrative support for this activity but makes
no contributions itself. As a matter of information, all contributions from the
Civic Involvement Program/General Motors are a matter of public record.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 3. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
26
<PAGE>
ITEM NO. 4
Mr. John J. Gilbert and the estate of Lewis D. Gilbert, 29 East 64th
Street, New York, NY 10021-7043, each the owner of record of 100 shares of
Common Stock, 40 shares of Class E Common Stock and 10 shares of Class H Common
Stock, and additional family ownership of 200 shares of Common Stock; Margaret
R. Gilbert and John J. Gilbert, co-trustees under the will of Samuel Rosenthal,
owners of 200 shares of Common Stock; Mr. John C. Henry, 5 East 93rd Street, New
York, NY 10128, who is the owner of 1,148 shares of Common Stock, 224 shares of
Class E Common Stock and 200 shares of Class H Common Stock, have given notice
that they intend to present for action at the annual meeting the following
resolution:
"RESOLVED: That the stockholders of General Motors Corporation, assembled
in annual meeting in person and by proxy, hereby request the Board of
Directors to take the steps necessary to provide for cumulative voting in
the election of directors, which means each stockholder shall be entitled
to as many votes as shall equal the number of shares he or she owns
multiplied by the number of directors to be elected, and he or she may cast
all of such votes for a single candidate, or any two or more of them as he
or she may see fit."
The following statement was submitted in support of such resolution:
"REASONS
"Continued strong support along the lines we suggest were shown at the last
annual meeting when 26.3%, an increase over the previous year, 58,455
owners of 136,897,723 shares, were cast in favor of this proposal. The vote
against included 71,349 unmarked proxies.
"A law enacted in California provides that all state pension holdings and
state college funds, invested in shares must be voted in favor of
cumulative voting proposals, showing increasing recognition of the
importance of this democratic means of electing directors.
"The National Bank Act provides for cumulative voting. Unfortunately, in
many cases companies get around it by forming holding companies without
cumulative voting. Banking authorities have the right to question the
capability of directors to be on banking boards. Unfortunately, in many
cases authorities come in after and say the director or directors were not
qualified. We were delighted to see that the SEC has finally taken action
to prevent bad directors from being on the boards of public companies.
"We think cumulative voting is the answer to find new directors for various
committees. Additionally, some recommendations have been made to carry out
the Valdez 10 points. The 11th should be having cumulative voting and
ending stagger systems of electing directors, in our opinion.
"When Alaska became a state it took away cumulative voting over our
objections. The Valdez oil spill might have been prevented if environmental
directors were elected through cumulative voting. Also, the high derivative
losses might have been prevented with cumulative voting.
"Many successful corporations have cumulative voting. For example, Pennzoil
having cumulative voting defeated Texaco in that famous case. Another
example is Ingersoll-Rand which has cumulative voting and won two awards.
In
27
<PAGE>
FORTUNE magazine it was ranked second in its industry as `America's Most
Admired Corporations' and the WALL STREET TRANSCRIPT noted `on almost any
criteria used to evaluate management, Ingersoll-Rand excels.' Also, in 1994
they raised their dividend. We believe that General Motors should follow
these examples.
"If you agree, please mark your proxy for this resolution; otherwise it is
automatically cast against it, unless you have marked to abstain."
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
A similar proposal was disapproved by stockholders at the 1994 meeting and
on ten other occasions. Twelve of GM's 13 Board members are independent
non-employee directors and are all nominated for the Board by GM's Committee on
Director Affairs which consists entirely of outside independent directors. This
guarantees the continued independence of the Board, which has the responsibility
to represent all of the stockholders. The cohesive actions of this Board are
self evident. The Board of Directors believes that for it to continue to be
effective, each member must feel a responsibility to represent all the
stockholders. From this perspective, cumulative voting is undesirable since
directors so elected might be principally concerned about representing and
acting in the interest of special groups of stockholders rather than the
interests of all stockholders. Cumulative voting also introduces the possibility
of partisanship among Board members that could impair their ability to work
together, a requirement essential to the effective functioning of any board of
directors.
At General Motors all of our stockholders are minority owners, albeit some
with more extensive holdings than others. The Board does not believe that some
minority of stockholders should be advantaged--or disadvantaged-- compared with
all other stockholders. In other words, all stockholders are, and should be,
equally represented. Although there have been efforts by some minority
stockholders to have corporations adopt cumulative voting, the trend is in the
opposite direction. Many companies over the years eliminated cumulative voting.
Overall, its presence has declined. The State of California considered most
protective of stockholder interests, amended its state laws to permit the repeal
of cumulative voting in 1989. In arguing for the change, the Corporation's
Committee of the California State Bar's Business Law Section supported this
change. It said:
"While a healthy diversity of opinion and experience, as
represented by independent directors, is desirable, factionalism
is not appropriate in the board's essential executive function.
The principal objective of a business enterprise should be profit
and gain for its shareholders, not political accommodation of
competing interests . . . Practical experience has shown that
effective management of a corporation requires candor and
consensus in the Boardroom, (not) rancor and contention."
No reason is given, and the Board of Directors knows of none, why the
present method of voting should not continue to work as successfully in the
future as it has in the past.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 4. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
28
<PAGE>
ITEM NO. 5
The Sisters of the Order of Saint Dominic, 2025 East Fulton Street, Grand
Rapids, MI 49503-3895, owners of 2,500 shares of Common Stock; the Sisters of
Charity of Saint Vincent de Paul, 6301 Riverdale Avenue, Bronx, NY 10471, owners
of 10,700 shares of Common Stock; the Retirement Plans for the Employees of the
Sisters of Mercy Regional Community of Detroit, 29000 Eleven Mile Road,
Farmington Hills, MI 48336, owners of 1,348 shares of Common Stock; School
Sisters of Notre Dame Cooperative Investment Fund, 3753 West Pine Blvd., St.
Louis, MO 63108-3305, owners of 41 shares of Common Stock; the Dominican Sisters
of the Sick Poor, Mariandale, Box 1200, Ossining, NY 10562, owners of 43 shares
of Common Stock; the Reformed Church in America, 18th floor, 475 Riverside
Drive, New York, NY 10115, owners of 2,000 shares of Common Stock; the Society
of Divine Word, 5342 South University, Chicago, IL 60615, owners of 10,384
shares of Common Stock; the Sisters of St. Joseph of Peace, Saint Joseph
Province, Shalom Center, 399 Hudson Terrace, Englewood Cliffs, NJ 07632, owners
of 8,500 shares of Common Stock; the Maryknoll Sisters of St. Dominic, Inc.,
P.O. Box 311, Maryknoll, NY 10545-0311, owners of 100 shares of Common Stock;
the Glenmary Home Missioners, P.O. Box 465618, Cincinnati, OH 45246-5618, owner
of 100 shares of Common Stock; the Dominican Congregation of Our Lady of the
Rosary, Sparkill, NY 10976, owners of 1,118 shares of Common Stock; School
Sisters of Notre Dame, 3753 West Pine Boulevard, St. Louis, MO 63108-3305,
owners of 41 shares of Common Stock, have given notice that they intend to
present for action at the annual meeting the following resolution:
"WHEREAS in fiscal year 1993, the United States sold over $31 billion
worth of weaponry to more than 140 nations, the first time any
nation had topped the $30-billion barrier.
"WHEREAS the last three times the U.S. sent troops into combat in
significant numbers, in Panama, Iraq and Somalia, they faced
adversaries that received U.S. weapons or military technology in
the period leading to the conflict. Of four dozen conflicts under
way as of mid-1993, combatants in thirty-nine of those wars
received U.S. weapons during the 1980s. U.S. weapons supplied to
anti-Communist rebels in Angola and Afghanistan under the Reagan
Doctrine have been used for devastating civil wars; in the Afghan
case, U.S.-supplied Stinger missiles have turned up on the
international black market as prized items sought by all manner
of rebel groups and terrorist organizations. (`Sale of the
Century,' Commonweal, William D. Hartung, 20 May 1994)
"WHEREAS among corporations licensed to export military equipment in
FY1993, General Motors ranked 6 with sales in excess of $647.4
million.
"RESOLVED the shareholders request the Board of Directors to provide a
comprehensive report on General Motor's foreign military sales.
The report should be available to all shareholders within six
months of the 1995 annual meeting, may omit classified and
proprietary information and be prepared at reasonable cost."
29
<PAGE>
The following statement was submitted in support of such resolution:
"Supporting Statement
"Global security is not just security of territory, it is security of
people. The cold-war notion of using arms sales to maintain balances of power or
support trusted allies has been thoroughly and decisively discredited by 1990s
experience, when alliances, governments and boundaries in large parts of the
world are in flux.
"We are disturbed at industry's claims and lobbying efforts asserting the
only way to keep jobs is to promote foreign military sales. We believe such
statements are inconsistent with co-production agreements and transfer of
technology to foreign companies. Offset arrangements on major sales often take
business from U.S. companies and give it to overseas suppliers. Such contracts
with foreign companies/governments have harsh repercussions on U.S. workers
during this time of accelerated down-sizing of our workforce.
"Given this situation, it is reasonable for shareholders to ask:
"1. Criteria used to promote foreign military sales.
"2. Procedures used to negotiate sales directly with foreign
governments or through the U.S. government. For example, what
determines which weapons are direct commercial arms sales and what
must be negotiated through the Pentagon? What percentage is
commercial arms sales and what is foreign military sales?
"3. Categories of military equipment exported for the past three
years, with as much statistical information as is permissible;
contracts for servicing/maintaining equipment; offset agreements;
and licensing and/or co-production with foreign governments.
"4. Analysis of legislation establishing a code for U.S. arms
transfers, e.g. no sales to governments that violate human rights
of their own citizens, engage in aggression against neighbors,
come to power through undemocratic means or ignore international
arms-control arrangements."
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
GM sells military equipment and services only in full compliance with the
stringent United States regulations that control where products can be sold
overseas and what products may be exported. GM has in place procedures to ensure
that foreign military sales are made in strict compliance with all applicable
United States laws and regulations. In fact, a majority of GM's military sales
are actually sales to the United States Government, which then sells the
products to foreign concerns.
Most of the information requested by the stockholders, such as contract
terms and sales procedures, is business sensitive. Disclosure of this
information would disadvantage GM against its competitors.
30
<PAGE>
The Board of Directors believes that the proposed detailed and
comprehensive report would only be of limited use to the great majority of the
Company's stockholders. However, if enacted, this proposal would entail
substantial alterations to the current reporting system which would adversely
impact efforts toward cost containment.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER'S PROPOSAL,
ITEM NO. 5. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
ITEM NO. 6
Mercy Consolidated Assets Management Program, 20 Washington Square North,
New York, NY 10011, owners of 100 shares of Common Stock; the Benedictine
Sisters, 3120 W. Ashby, San Antonio, TX 78228, owners of 170 shares of Common
Stock; the Province of St. Mary of the Capuchin Order Inc., St. Conrad
Friary-Provincialate, 30 Gedney Park Drive, White Plains, NY 10605, owners of
4,000 shares of Common Stock; Alice Lida Cochran, 665 S. Skinner Blvd., St.
Louis, MO 63105, owner of 230 shares of Common Stock; Mary C. Leibman, 4331
Gillham Road, Kansas City, MO 64110, owner of 500 shares of Common Stock;
Retirement Plans for Employees of the Sisters of Mercy Regional Community of
Detroit, 34605 Twelve Mile Road, Farmington Hills, MI 48331-3221, owners of
8,300 shares of Common Stock; the Sisters of Charity of Halifax, Nova Scotia,
Mount St. Vincent Motherhouse, 150 Bedford Highway, Halifax, Nova Scotia B3M
3J5, owners of 5,000 shares of Common Stock; Board of Pensions of the
Evangelical Lutheran Church in America, 800 Marquette Avenue, Suite 1050,
Minneapolis, MN 55402-2885, owners of 85,200 shares of Common Stock; the School
Sisters of Notre Dame, 320 East Ripa Avenue, St. Louis, MO 63125-2897, owners of
100 shares of Common Stock; Sisters of the Order of St. Dominic, 555 Albany
Avenue, Amityville, NY 11701, owners of 3,000 shares of Common Stock; Loretto
Literary and Benevolent Institution of Kentucky, Loretto Motherhouse, Nerinx, KY
40049-9999, owners of 924 shares of Common Stock; the Sisters of Mercy, Regional
Community of Chicago, P.O. Box 525, Aurora, IL 60507, owners of 800 shares of
Common Stock; Sisters of Mercy of Connecticut, Inc., Regional Community of
Connecticut, 249 Steele Road, West Hartford, CT 06117, owners of 1,800 shares of
Common Stock; Sisters of Divine Providence, St. Anne Convent, Melboure, KY
41059, owners of 3,000 shares of Common Stock; the Community of the Sisters of
St. Dominic of Caldwell, NJ, 52 Old Swartswood Station Road, Newton, NJ 07860,
owners of 100 shares of Common Stock; Convent Academy of the Incarnate Word,
2930 South Alameda, Corpus Christi, TX 78404, owners of more than $1,000 market
value of Common Stock; the Immaculate Heart Missions, 4651 North 25th Street,
Arlington, VA 22207, owners of 100 shares of Common Stock, have given notice
that they intend to present at the annual meeting the following resolution:
"GENERAL MOTORS
"WHEREAS NAFTA, the North American Free Trade Agreement and GATT, the
General Agreement on Trade and Tariffs, have emphasized the debate
surrounding U.S. corporations in Mexican maquiladora operations; critics
deplore marginal survival wages paid Mexican maquiladora employees by a
majority of U.S. companies, even though those employees work productively
and efficiently;
"In 1982, the average Mexican blue collar employee worked 8.1 hours to buy
the basic basket of food: beef, beans, tortillas, tomatoes, sugar, eggs and
milk. In 1986, it was 12.7 hours and by 1993, 21.9 hours. (Dallas Morning
News, 8/14/94)
31
<PAGE>
"A 1994 market basket survey states that a maquiladora worker labors 69.0
minutes to purchase 5 lbs. of rice in comparison to the 13.5 minutes of a
U.S. worker. The purchasing power required by the maquiladora worker for
aspirin is 153.8 minutes versus 19.3 minutes for the U.S. worker; American
cheese, 214.3 to 12.6; chicken legs, 54.5 to 5.0; bananas, 20.4 to 2.3.
(Market Basket Survey, Ruth Rosenbaum, 1994)
"General Motors in a continuing dialog with shareholders in lieu of a
shareholder resolution recognized `a market basket survey would be useful
in obtaining a meaningful measure of poverty levels for the regions in
which GM maquiladoras are located' and promised, if necessary, to `move
ahead unilaterally to develop a (market basket) protocol' (March 5, 1993 GM
letter); then in November withdrew their promise.
"WHEREAS the U.S. and Mexico could build a healthy model of North-South
integration for the 21st century IF Mexico is recognized not just as a
trading partner but as a country that contains fellow workers and global
citizens with whom we share much more than trade.
"WHEREAS the socially conscious proponents of this resolution firmly
believe there is a need for strict, enforceable standards of conduct for
corporations operating in Canada, Mexico and the United States. One
expectation, based on NAFTA, is that Mexican wages will rise, thereby
raising the standard of living of Mexican workers and their families.
However, we believe this will not happen unless corporations commit to
paying wages substantially higher than marginal survival wages paid in the
maquiladoras.
"General Motors did conduct an extensive housing survey of their
maquiladora workers and are to be congratulated for beginning to correct
the substandard conditions found; it is important that our company
similarly review maquiladora operations including: minimum and average
wages paid to employees; how these compare with local cost of living and
poverty level; other methods of compensation such as profit sharing,
special trust funds to finance infrastructure improvements in nearby
neighborhoods where employees live. The proponents of this resolution
recommend the review contain a market basket survey.
"RESOLVED The shareholders request management to initiate a review of wages
and benefits paid and environmental standards upheld in its Maquiladora
Operations. A summary report of findings of the review and consequent
recommendations for changes in policy and/or practice in light of our
company's survey should be available to shareholders upon request within
six months of the 1995 annual meeting."
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
Since 1990, GM has been meeting with the sponsors of this proposal to
review issues raised with respect to our employees' compensation and living
conditions in the maquiladora plants in Mexico. General Motors values all of its
employees, and strives to ensure that its compensation practices meet and exceed
their basic needs. In this regard, the Corporation believes that wages and
benefits provided to our maquiladora workers reflect local competitive
practices, are substantially above minimum wage requirements of Mexican law and
are attractive to Mexican workers. In addition, GM complies with, and in some
cases exceeds, provisions in the laws of Mexico which govern annual profit
sharing, employee bonus payments and contributions to various social funds.
32
<PAGE>
The vast majority of GM employees in the maquiladora plants are represented
by recognized Mexican labor unions. These unions negotiate with management
regarding wages, benefits and working conditions, as is the case in the U.S.,
Canada and many other countries where GM operates. Further, GM believes that the
conclusions drawn from the Market Basket Survey cited by the sponsors of this
proposal do not account for the differences between U.S. and local Mexican
compensation practices and customs. Specifically, the survey ignores the fact
that GM's maquiladora workers receive additional compensation in the forms of
cash or non-cash benefits, which are tax effective to the employee and used to
pay for or offset the cost of many routine living and household expenses.
The resolution also refers to environmental issues. General Motors is
concerned about the environment and the well-being of its employees and their
communities not only in Mexico but everywhere that GM has a presence. In 1994,
GM initiated an environmental report that discusses in detail environmental
initiatives and challenges for U.S. automotive operations. The GM Environmental
Report reflects GM's commitment to increased public accountability in this area
as evidenced last year by the mutual endorsement of the CERES (Coalition for
Environmentally Responsible Economies) Principles and the GM Environmental
Principles. As discussed with CERES, information on activities in Mexico and
Canada will be in the 1995 GM Environmental Report and information on other
international operations and subsidiaries will be phased into the report over
time. Moreover, in April 1994, GM entered into an agreement with Mexico's
environmental agency (formerly known as SEDESOL) to conduct environmental audits
at GM facilities in Mexico and is presently implementing the program. GM was one
of the first industries in Mexico to voluntarily audit their facilities under
this program.
With its commitment to relevant provisions of the North American Free Trade
Agreement (NAFTA) and the side agreements addressing labor and environmental
issues, GM continues to do its part as a responsible corporate citizen to
address these important issues and will continue to make all relevant
information available to its stockholders. Further, GM believes that its
presence in Mexico has had a favorable impact on the standard of living of
Mexican workers in the region. With respect to the recent peso devaluation, GM
will continue to monitor the impact on the living standards of its employees.
Since December 1994, GM has maintained the confidence of its workforce by making
competitive wage adjustments which exceed the government mandated minimum
requirements. GM operations in Mexico must both recognize and manage within the
economic objectives of the Mexican government. Excessive wage increases within
Mexico would fuel inflation and the net effect for the employees would be a loss
of economic position. For the foregoing reasons, the Board believes that the
proposal and action it calls for are unnecessary and not in the best interests
of the Corporation or its stockholders.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 6. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
EXPENSES OF SOLICITATION
The cost of this solicitation of proxies will be borne by the Corporation.
General Motors will solicit proxies by mail and the directors, officers and
employees of GM may also solicit proxies by telephone, telegram or personal
contact. These persons will receive no additional compensation for such
services. In addition, General Motors has retained
33
<PAGE>
Morrow & Co., Inc., to assist in soliciting proxies for a fee of up to $50,000,
plus reasonable out-of-pocket expenses. The Corporation will reimburse brokers
and other stockholders of record for their expenses in forwarding proxy material
to beneficial owners.
OTHER MATTERS
The enclosed proxy confers upon the person or persons entitled to vote the
shares represented thereby discretionary authority to vote such shares in
accordance with their best judgment with respect to all matters which may come
before the meeting in addition to the scheduled items of business, including any
stockholder proposal omitted from the Proxy Statement and form of proxy pursuant
to the Proxy Rules of the Securities and Exchange Commission and matters
incident to the conduct of the meeting. At the time this Proxy Statement went to
press, the Board of Directors did not know of any other matter which may
properly be presented for action at the meeting, but the enclosed proxy confers
the same discretionary authority with respect to any such other matter.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
ON THE ENCLOSED PROXY. HOWEVER, IT IS NOT NECESSARY TO MARK ANY BOXES IF YOU
WISH TO VOTE IN ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS; MERELY
SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE, POSTAGE FOR WHICH HAS
BEEN PROVIDED. THE PROXY COMMITTEE CANNOT VOTE YOUR SHARES UNLESS YOU SIGN AND
RETURN THE ENCLOSED PROXY. YOUR PROMPT RESPONSE IS HELPFUL AND YOUR COOPERATION
IS APPRECIATED.
By order of the Board of Directors,
SHARLENE A. VICKERY, Secretary
April 10, 1995
34
<PAGE>
- --------------------------------------------------------------------------------
RESULTS OF THE ANNUAL MEETING
The results of the voting at the annual
meeting will be made available to all
stockholders. Any stockholder desiring a
transcript of the meeting may obtain it by
writing to General Motors Corporation, Room
11-243, General Motors Building, Detroit,
Michigan 48202.
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
1995 ENVIRONMENTAL REPORT
Any stockholder desiring a copy of the 1995
General Motors Environmental Report may
obtain it by writing to General Motors
Corporation, Environmental and Energy Staff,
12th Floor, General Motors Building, Detroit,
Michigan 48202. This report provides
information on the environmental aspects of
GM's products and operations.
- --------------------------------------------------------------------------------
<PAGE>
IMPORTANT!
Stockholders are encouraged to specify their
choices by marking the appropriate boxes on
the enclosed proxy. However, it is not
necessary to mark any boxes if you wish to
vote in accordance with the Board of
Directors' recommendations; merely sign, date
and return the proxy in the enclosed
envelope, postage for which has been
provided. THE PROXY COMMITTEE CANNOT VOTE
YOUR SHARES UNLESS YOU SIGN AND RETURN THE
ENCLOSED PROXY.
[RECYCLE LOGO]
Printed on recycled paper
<PAGE>
GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
HOLIDAY INN DOWNTOWN, 700 KING STREET, WILMINGTON, DELAWARE
FRIDAY, MAY 26, 1995, 9:00 A.M. LOCAL TIME
The undersigned authorizes John F. Smith, Jr., J. Michael Losh and
Harry J. Pearce and each of them as the Proxy Committee, to vote the
COMMON STOCK, CLASS E COMMON STOCK AND CLASS H COMMON STOCK of the
undersigned upon the nominees for Director (A. L. Armstrong, J. H. Bryan,
T. E. Everhart, C. T. Fisher, III, J. W. Marriott, Jr., A. D. McLaughlin,
P. H. O'Neill, E. T. Pratt, Jr., J. G. Smale, J. F. Smith, Jr., L. W.
Sullivan, D. Weatherstone, T. H. Wyman), upon the other Items shown on
the reverse side, which are described and page referenced in the Table of
Contents (page i) to the Proxy Statement, and upon all other matters
which may come before the 1995 Annual Meeting of Stockholders of General
Motors Corporation, or any adjournment thereof.
This card also provides voting instructions for shares held in the
various employee savings/incentive plans of General Motors and its
subsidiaries as described in the Proxy Statement. IF REGISTRATIONS ARE
NOT IDENTICAL, YOU MAY RECEIVE MORE THAN ONE SET OF PROXY MATERIALS.
PLEASE SIGN AND RETURN ALL CARDS YOU RECEIVE TO PROXY DEPARTMENT, AGENT
FOR GENERAL MOTORS CORPORATION, P.O. BOX 2086, BOSTON, MA 02106-9973.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES
(SEE REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN
ACCORDANCE WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR SHARES CANNOT
BE VOTED UNLESS YOU SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD.
P
R
O
X
Y
SEE REVERSE
SIDE
1
<PAGE>
PLEASE MARK
VOTES AS IN
/X/ THIS EXAMPLE.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-2 AND "AGAINST"
ITEMS 3-6
This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice
is specified.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of / / / / 2. Ratify / / / / / /
Directors selection of
Independent
Accountants
- -----------------------------------
For, except vote withheld from the
above nominee(s):
</TABLE>
THIS PROXY/VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF
COMMON STOCK, CLASS E COMMON STOCK AND CLASS H COMMON STOCK.
This proxy/voting instruction card will be voted
"AGAINST" Items 3-6 if no choice is specified.
FOR AGAINST ABSTAIN
3. Stockholder / / / / / /
proposal on
political
contributions
4. Stockholder / / / / / /
proposal on
cumulative voting
5. Stockholder / / / / / /
proposal on
foreign military
sales
6. Stockholder / / / / / /
proposal on
GM's operations
in Mexico
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY/VOTING INSTRUCTION
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
NOTE: Please add your title if you are signing as Attorney,
Administrator, Executor, Guardian, Trustee or in any other
representative capacity.
Signature: ______________________________________________ Date _____________
Signature: ______________________________________________ Date _____________
2
<PAGE>
GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD COMMON
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
HOLIDAY INN DOWNTOWN, 700 KING STREET, WILMINGTON, DELAWARE
FRIDAY, MAY 26, 1995, 9:00 A.M. LOCAL TIME
The undersigned authorizes John F. Smith, Jr., J. Michael Losh and Harry J.
Pearce and each of them as the Proxy Committee, to vote the COMMON STOCK of the
undersigned upon the nominees for Director (A. L. Armstrong, J. H. Bryan, T. E.
Everhart, C. T. Fisher, III, J. W. Marriott, Jr., A. D. McLaughlin, P. H.
O'Neill, E. T. Pratt, Jr., J. G. Smale, J. F. Smith, Jr., L. W. Sullivan, D.
Weatherstone, T. H. Wyman), upon the other Items shown on the reverse side,
which are described and page referenced in the Table of Contents (page i) to the
Proxy Statement, and upon all other matters which may come before the 1995
Annual Meeting of Stockholders of General Motors Corporation, or any adjournment
thereof.
This card also provides voting instructions for shares held in the various
employee savings/incentive plans of General Motors and its subsidiaries as
described in the Proxy Statement. IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY
RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN ALL CARDS
YOU RECEIVE.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR SHARES CANNOT BE VOTED UNLESS
YOU SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD.
SEE REVERSE
SIDE
1
<PAGE>
PLEASE MARK
YOUR VOTE
/X/ WITH AN X. COMMON
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-2 AND "AGAINST"
ITEMS 3-6
This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice
is specified.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of / / / / 2. Ratify / / / / / /
Directors selection of
Independent
Accountants
- -----------------------------------
For, except vote withheld from the
above nominee(s):
</TABLE>
THIS PROXY/VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF
COMMON STOCK.
This proxy/voting instruction card will be voted
"AGAINST" Items 3-6 if no choice is specified.
FOR AGAINST ABSTAIN
3. Stockholder / / / / / /
proposal on
political
contributions
4. Stockholder / / / / / /
proposal on
cumulative voting
5. Stockholder / / / / / /
proposal on
foreign military
sales
6. Stockholder / / / / / /
proposal on
GM's operations
in Mexico
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY/VOTING INSTRUCTION
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
NOTE: Please add your title if you are signing as Attorney,
Administrator, Executor, Guardian, Trustee or in any other
representative capacity.
Signature: ______________________________________________ Date _____________
Signature: ______________________________________________ Date _____________
2
<PAGE>
GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD CLASS H
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
HOLIDAY INN DOWNTOWN, 700 KING STREET, WILMINGTON, DELAWARE
FRIDAY, MAY 26, 1995, 9:00 A.M. LOCAL TIME
The undersigned authorizes John F. Smith, Jr., J. Michael Losh and Harry J.
Pearce and each of them as the Proxy Committee, to vote the CLASS H COMMON STOCK
of the undersigned upon the nominees for Director (A. L. Armstrong, J. H.
Bryan, T. E. Everhart, C. T. Fisher, III, J. W. Marriott, Jr., A. D.
McLaughlin, P. H. O'Neill, E. T. Pratt, Jr., J. G. Smale, J. F. Smith, Jr., L.
W. Sullivan, D. Weatherstone, T. H. Wyman), upon the other Items shown on the
reverse side, which are described and page referenced in the Table of Contents
(page i) to the Proxy Statement, and upon all other matters which may come
before the 1995 Annual Meeting of Stockholders of General Motors Corporation, or
any adjournment thereof.
This card also provides voting instructions for shares held in the various
employee savings/incentive plans of General Motors and its subsidiaries as
described in the Proxy Statement. IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY
RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN ALL CARDS
YOU RECEIVE.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR SHARES CANNOT BE VOTED UNLESS
YOU SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD.
SEE REVERSE
SIDE
1
<PAGE>
PLEASE MARK
YOUR VOTE
/X/ WITH AN X. CLASS H
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-2 AND "AGAINST"
ITEMS 3-6
This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice
is specified.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of / / / / 2. Ratify / / / / / /
Directors selection of
Independent
Accountants
- -----------------------------------
For, except vote withheld from the
above nominee(s):
</TABLE>
THIS PROXY/VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF
CLASS H COMMON STOCK.
This proxy/voting instruction card will be voted
"AGAINST" Items 3-6 if no choice is specified.
FOR AGAINST ABSTAIN
3. Stockholder / / / / / /
proposal on
political
contributions
4. Stockholder / / / / / /
proposal on
cumulative voting
5. Stockholder / / / / / /
proposal on
foreign military
sales
6. Stockholder / / / / / /
proposal on
GM's operations
in Mexico
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY/VOTING INSTRUCTION
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
NOTE: Please add your title if you are signing as Attorney,
Administrator, Executor, Guardian, Trustee or in any other
representative capacity.
Signature: ______________________________________________ Date _____________
Signature: ______________________________________________ Date _____________
2
<PAGE>
GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD CLASS E
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
HOLIDAY INN DOWNTOWN, 700 KING STREET, WILMINGTON, DELAWARE
FRIDAY, MAY 26, 1995, 9:00 A.M. LOCAL TIME
The undersigned authorizes John F. Smith, Jr., J. Michael Losh and Harry J.
Pearce and each of them as the Proxy Committee, to vote the CLASS E COMMON STOCK
of the undersigned upon the nominees for Director (A. L. Armstrong, J. H.
Bryan, T. E. Everhart, C. T. Fisher, III, J. W. Marriott, Jr., A. D.
McLaughlin, P. H. O'Neill, E. T. Pratt, Jr., J. G. Smale, J. F. Smith, Jr., L.
W. Sullivan, D. Weatherstone, T. H. Wyman), upon the other Items shown on the
reverse side, which are described and page referenced in the Table of Contents
(page i) to the Proxy Statement, and upon all other matters which may come
before the 1995 Annual Meeting of Stockholders of General Motors Corporation, or
any adjournment thereof.
This card also provides voting instructions for shares held in the various
employee savings/incentive plans of General Motors and its subsidiaries as
described in the Proxy Statement. IF REGISTRATIONS ARE NOT IDENTICAL, YOU MAY
RECEIVE MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN ALL CARDS
YOU RECEIVE.
YOU ARE ENCOURAGED TO SPECIFY YOUR CHOICES BY MARKING THE APPROPRIATE BOXES (SEE
REVERSE SIDE) BUT YOU NEED NOT MARK ANY BOXES IF YOU WISH TO VOTE IN ACCORDANCE
WITH THE BOARD OF DIRECTORS' RECOMMENDATIONS. YOUR SHARES CANNOT BE VOTED UNLESS
YOU SIGN AND RETURN THIS PROXY/VOTING INSTRUCTION CARD.
SEE REVERSE
SIDE
1
<PAGE>
PLEASE MARK
YOUR VOTE
/X/ WITH AN X. CLASS E
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-2 AND "AGAINST"
ITEMS 3-6
This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice
is specified.
<TABLE>
<CAPTION>
FOR WITHHELD FOR AGAINST ABSTAIN
<S> <C>
1. Election of / / / / 2. Ratify / / / / / /
Directors selection of
Independent
Accountants
- -----------------------------------
For, except vote withheld from the
above nominee(s):
</TABLE>
THIS PROXY/VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF
CLASS E COMMON STOCK.
This proxy/voting instruction card will be voted
"AGAINST" Items 3-6 if no choice is specified.
FOR AGAINST ABSTAIN
3. Stockholder / / / / / /
proposal on
political
contributions
4. Stockholder / / / / / /
proposal on
cumulative voting
5. Stockholder / / / / / /
proposal on
foreign military
sales
6. Stockholder / / / / / /
proposal on
GM's operations
in Mexico
PLEASE MARK, SIGN, DATE AND RETURN THIS PROXY/VOTING INSTRUCTION
CARD PROMPTLY USING THE ENCLOSED ENVELOPE.
NOTE: Please add your title if you are signing as Attorney,
Administrator, Executor, Guardian, Trustee or in any other
representative capacity.
Signature: ______________________________________________ Date _____________
Signature: ______________________________________________ Date _____________
2
