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
General Motors Corporation
.................................................................
(Name of Person(s) Filing Proxy Statement)
Payment of Filing Fee (Check the appropriate box):
[ ] $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
June 7, 1999
Hotel du Pont
11th & Market Streets
Wilmington, Delaware
4000 -PS -99
<PAGE>
GENERAL MOTORS CORPORATION
NOTICE OF ANNUAL MEETING
April 20, 1999
Dear Stockholder:
We are pleased to invite you to attend the annual meeting of General Motors
stockholders which will be held at 9:30 a.m. local time on Monday, June 7, 1999,
at the Hotel du Pont, 11th & Market Streets, Wilmington, Delaware.
PURPOSE OF THE MEETING -- As set forth in the attached Proxy Statement, the
meeting will be held for the following purposes:
ITEM NO. 1--to elect 15 directors;
ITEM NO. 2--to ratify the selection of independent public accountants for
1999;
ITEMS NO. 3 THROUGH 9--to act upon 7 stockholder proposals (if they are
properly presented at the meeting).
VOTING -- If you are a holder of record of Common Stock, $1 2/3 par value
("Common Stock"), or Class H Common Stock, $0.10 par value ("Class H Common
Stock"), as of the close of business on April 8, 1999, you are entitled to vote
at the meeting. Please read the attached Proxy Statement carefully for
information on the matters that the meeting will consider and vote on.
For this year's annual meeting, General Motors again is providing you the
additional options of voting your proxy by telephone or the Internet.
Stockholders can vote by calling a toll-free number or by using the Internet or
you can choose to mail your signed proxy card to GM's tabulator in the envelope
provided. If you choose to vote electronically, your voting instructions will be
confirmed before your telephone or Internet connections terminate.
Delaware law requires that a list of all stockholders entitled to vote at
the 1999 annual meeting must be available for examination. Such a list will be
available at the offices of Richards, Layton & Finger, One Rodney Square, 920
King Street, 2nd Floor, Wilmington, Delaware, for ten days before the meeting,
between 9:00 a.m. and 5:00 p.m., and during the annual meeting.
FORMAT OF THE 1999 ANNUAL MEETING -- We plan to conduct a short meeting
focused on business items, including electing directors, voting on management
and stockholder proposals, and related discussion. After that, we will provide
time for your questions and comments.
If you plan to attend the annual meeting, please enclose a note with your
proxy. As a stockholder you may order two admission tickets. If you hold your
stock through a broker, please bring evidence of ownership to the meeting and
we will provide you with an admission ticket. In order to accommodate as many
speakers as possible, only stockholders or valid proxy holders may speak at the
meeting. If you have voted electronically and wish to attend the annual
meeting, please use the return envelope provided to order your tickets but do
not enclose your proxy. Please include your return address so that we can mail
the admittance tickets to you. If you do not receive your tickets by mail, you
may request tickets at the door. However to make certain that there is enough
room for everyone who wants to attend, we strongly urge you to obtain your
tickets in advance.
STOCKHOLDER COMMUNICATIONS -- In addition to the annual meeting, we will
continue to hold our regional Stockholder Forums throughout the year. These
meetings, held in various locations around the country, provide a less formal
way for you to discuss General Motors with top management. This year's Forum
schedule was announced in the March issue of Stockholder News, and it will be
repeated in the June issue. Also, we will continue to provide you with
information about the Corporation as well as your individual accounts through
our toll-free number (1-800-331-9922). You can also receive information about
your GM stock and the Corporation on GM's home page on the Internet, www.gm.com.
IF YOU ARE GOING TO VOTE BY MAIL, PLEASE SPECIFY YOUR CHOICES BY MARKING
THE APPROPRIATE BOXES ON THE ENCLOSED PROXY/VOTING INSTRUCTION CARD. IF YOUR
VOTE IS THE SAME AS THE BOARD OF DIRECTORS' RECOMMENDATIONS, YOU DO NOT HAVE TO
MARK ANY BOXES. JUST SIGN AND DATE THE PROXY/VOTING INSTRUCTION CARD AND RETURN
IT IN THE ENCLOSED ENVELOPE.
Cordially,
/s/ Nancy E. Polis /s/ John F. Smith
Secretary Chairman and Chief Executive Officer
<PAGE>
TABLE OF CONTENTS
General Information for Stockholders Page
Proxy Procedure...................................................... ii
Proxy Statement Proposals............................................ ii
Directors............................................................ iii
Selecting Candidates to Serve on the Board of Directors.............. iii
Director Compensation................................................ iii
Committees of the Board of Directors................................. iv
Proxy Statement
ITEM NO. 1--Nomination and Election of Directors..................... 2
Information about Nominees for Directors............................. 2
Report of the Executive Compensation Committee....................... 10
Executive Compensation Tables........................................ 15
ITEM NO. 2-- Ratification of the selection of Deloitte & Touche
LLP as independent public accountants for
the year 1999........................................ 24
ITEM NO. 3-- Stockholder proposal regarding disclosure of
executive officer compensation....................... 24
ITEM NO. 4-- Stockholder proposal to discontinue incentive
awards............................................... 25
ITEM NO. 5-- Stockholder proposal regarding greenhouse gas
emissions............................................ 26
ITEM NO. 6-- Stockholder proposal to provide for cumulative
voting............................................... 29
ITEM NO. 7-- Stockholder proposal to limit board memberships...... 31
ITEM NO. 8-- Stockholder proposal regarding nomination of a Board
candidate............................................ 34
ITEM NO. 9-- Stockholder proposal regarding independent directors
on key Board committees.............................. 36
Expenses of Solicitation............................................ 39
Other Matters....................................................... 39
i
<PAGE>
GENERAL INFORMATION FOR STOCKHOLDERS
PROXY PROCEDURE
Although you may not be able to attend the annual meeting in person, you
have the opportunity to vote by using the proxy solicited by the Board of
Directors which is enclosed with this document. After you sign and return your
proxy form or vote by telephone or the Internet, the Proxy Committee will vote
your shares according to your instructions. You can indicate your choices by
marking the enclosed proxy. If you sign and return your proxy and do not specify
a choice, your shares will be voted as the Board of Directors has recommended.
If you prefer, you may also vote by ballot at the annual meeting, which will
cancel any proxy you previously gave.
By signing and returning the proxy forms or by voting electronically, you
will authorize the Proxy Committee to vote your shares of common stock as you
direct and on any matters that General Motors does not know about now but that
may be presented properly at the meeting. The Proxy Committee is composed of
four executive officers of the Corporation; J. F. Smith, Jr., H. J. Pearce,
G. R. Wagoner, Jr. and J. M. Losh, each of whom is authorized to act on behalf
of the Committee.
As a matter of policy, General Motors believes your vote should be private.
Therefore, we use 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, the Board of Directors will submit its nominees for
election as directors. In addition, GM's By-laws require that at each annual
meeting the stockholders approve the independent public accountants selected by
the Audit Committee of the Board of Directors. The Board of Directors also may
submit other matters for your approval at the annual meeting.
In addition to these matters presented by the Board of Directors, you may
be asked to vote on one or more stockholder proposals. We have been asked from
time to time why the Board opposes the stockholder proposals included in the
Proxy Statement.
THE BOARD DOES NOT DISAGREE WITH ALL STOCKHOLDER PROPOSALS SUBMITTED TO THE
CORPORATION. WHEN WE AGREE WITH A PROPOSAL AND THINK IT IS IN THE BEST INTERESTS
OF THE CORPORATION AND ITS STOCKHOLDERS, IT USUALLY CAN BE IMPLEMENTED WITHOUT A
STOCKHOLDER VOTE. THE STOCKHOLDER PROPOSALS THAT APPEAR IN THE PROXY STATEMENT
ARE ONLY 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.
The deadline for including a proposal in the Corporation's Proxy Statement
for the 2000 Annual Meeting is December 22, 1999. Any proposals intended to be
presented at the 2000 meeting must be received by the Corporation on or before
that date.
ii
<PAGE>
DIRECTORS
The Board of Directors held a total of 10 meetings in 1998. It is currently
composed of 15 members. At the request of the Board of Directors, Mr. John G.
Smale will stand for election as an exception to the Director Retirement Policy.
If you elect all 15 nominees at the 1999 annual meeting, the Board will be
composed of 12 directors who have never been employed by General Motors and
three who are currently officers of the Corporation.
In addition to being members of the Board, most directors served on one or
more of its seven standing Committees, which cover a total of 41 memberships.
(Please refer to "Committees of the Board of Directors" commencing on page iv
for information concerning each Committee's responsibility and current
membership.) Directors spend a considerable amount of time preparing for Board
and Committee meetings and from time to time are called upon for their counsel
between meetings. In 1998, average attendance at Board and Committee meetings
was 90%. Messrs. Charles T. Fisher III and Harry J. Pearce attended less than
75% of these meetings due to illness.
SELECTING CANDIDATES TO SERVE ON THE BOARD OF DIRECTORS
Under the Corporation's By-laws, each year prior to the annual meeting of
stockholders the Committee on Director Affairs recommends the Board's nominees
to serve as GM directors for the next year. The Board is soliciting proxies to
elect these individuals. Except for John F. Smith, Jr., Harry J. Pearce, and
G. Richard Wagoner, Jr. who are employees of the Corporation, all candidates
nominated by the Board of Directors have been determined to be "Independent
Directors" as defined under Section 2.12 of the Corporation's By-laws. (If you
would like a copy of GM's By-laws, please write to the Secretary, General Motors
Corporation, 100 Renaissance Center, P.O. Box 100, Detroit, Michigan
48265-1000.)
To recommend an individual for Board membership, write to the Secretary at
the address given above. If you intend to nominate a candidate for director at
the annual meeting or to introduce any other matter (aside from a stockholder
proposal under Rule 14a-8 of the Securities and Exchange Commission's proxy
rules, which is discussed on page ii), you must give the Corporation written
notice. Such notice must be received by the Secretary of the Corporation not
more than 180 days and not less than 120 days before the date of the annual
meeting. For the 2000 Annual Meeting, such notice must be received between
December 8, 1999 and February 6, 2000.
DIRECTOR COMPENSATION
Only non-employee directors receive payment for serving on the Board. Since
Messrs. Smith, Pearce and Wagoner are employees of the Corporation, they do not
receive director fees. Non-employee directors are not eligible to participate in
the executive incentive program, Savings-Stock Purchase Program or any of the
Retirement Programs for General Motors employees. Other than as described in
this section, there are no separate benefit plans for directors. The fees paid
to non-employee directors are as follows:
iii
<PAGE>
<TABLE>
<CAPTION>
Fee Per Meeting
Annual Retainer Attended Stock Based Compensation
--------------- --------------- -------------------------------------
<S> <C> <C> <C>
Board........................ $26,000 $ 1,000 $14,000 Restricted Stock Unit grant (a)
Committees (Excluding the
Executive Committee)
Chair................... $11,000 $ 750
Member.................. $ 6,000 $ 750
Executive Committee.......... x $ 750
Special per diem (b)......... x $ 1,000
Annual Stock Grant (c)....... $10,000 Restricted Stock Unit grant
OR a stock option grant
</TABLE>
(a) Non-employee directors are required to defer $14,000 of their annual
retainer in units of GM common stocks under the General Motors Deferred
Compensation Plan for Non-Employee Directors. In addition, under this plan
directors may also elect to defer all or a portion of their remaining
compensation in cash or units of GM common stocks.
(b) Fee for special services and assignments requiring a director's attendance
outside the scope of ordinary Board and Committee activities.
(c) For 1999, under the GM Non-Employee Director Long-Term Stock Incentive Plan,
eligible non-employee directors elected to receive either a stock option for
910 shares of Common Stock and 140 shares of Class H Common Stock or
Restricted Stock Units for $10,000 split 90% Common Stock and 10% Class H
Common Stock.
Restricted Stock Units under both the Deferred Compensation and Stock
Incentive Plans are credited with dividend equivalents in the form of additional
stock units of the same class. Amounts deferred under either plan are generally
not available until after the director retires from the Board at age 70. After
the director leaves the Board, payment under both plans will be made in cash
based on the number of stock units and the market price of the related GM common
stocks at the time of payment.
Mr. John G. Smale is Chair of the Board's Executive Committee, for which he
is paid $200,000 annually. In this capacity he serves as an ex-officio member of
each of the standing committees of the Board; he does not receive additional
compensation for ex-officio service.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE met four times in 1998. The Committee reviews the scope and
results of the audits, the notice and application of accounting principles, and
the effectiveness of internal controls. In its oversight role, it assures that
management fulfills its responsibilities in preparing the financial statements.
<TABLE>
<S> <C> <C> <C>
Membership: Dennis Weatherstone (Chair) Karen Katen John G. Smale
Percy N. Barnevik Ann D. McLaughlin Louis W. Sullivan
John H. Bryan Eckhard Pfeiffer
</TABLE>
iv
<PAGE>
CAPITAL STOCK COMMITTEE met two times in 1998. The Committee oversees the
relationship between General Motors and its wholly owned subsidiary Hughes
Electronics Corporation to ensure that transactions between the two companies
are in the best interests of each corporation and are fair to the holders of
both classes of GM's common stock.
<TABLE>
<S> <C> <C> <C>
Membership: George M. C. Fisher (Chair) Ann D. McLaughlin John G. Smale
John H. Bryan Eckhard Pfeiffer Dennis Weatherstone
</TABLE>
COMMITTEE ON DIRECTOR AFFAIRS met two times in 1998. The Committee
researches and recommends candidates for membership on the Board and conducts
continuing studies of the size, composition and compensation of the Board. The
Committee is also responsible for periodically reviewing GM's guidelines for
corporate governance and proposing improvements.
<TABLE>
<S> <C> <C>
Membership: J. Willard Marriott, Jr. (Chair) Charles T. Fisher III
Thomas E. Everhart John G. Smale
</TABLE>
EXECUTIVE COMMITTEE met four times in 1998. The members of the Committee
are the chairs of the other standing Committees, plus the chair of the
Committee, who is designated by the Board and cannot be the chair of any other
standing Committee. The chair is also an ex-officio member of each of the other
standing Committees of the Board. Between Board meetings, the Committee can
exercise all of the powers and authority of the entire Board.
<TABLE>
<S> <C> <C> <C>
Membership: John G. Smale (Chair) George M. C. Fisher Ann D. McLaughlin
John H. Bryan J. Willard Marriott, Jr. Dennis Weatherstone
Charles T. Fisher III
</TABLE>
EXECUTIVE COMPENSATION COMMITTEE met six times in 1998. The Committee
determines the compensation of senior executives, including all officers of the
Corporation, and approves any benefit or incentive compensation plan of the
Corporation or its major subsidiaries which affects employees subject to its
review. The members of the Committee are not eligible to participate in any of
the compensation plans or programs it administers.
<TABLE>
<S> <C> <C> <C>
Membership: John H. Bryan (Chair) J. Willard Marriott, Jr. Dennis Weatherstone
George M. C. Fisher John G. Smale
</TABLE>
INVESTMENT FUNDS COMMITTEE met two times in 1998. The Committee serves as
the named fiduciary of all GM's and its subsidiaries' benefit plans governed by
the Employee Retirement Income Security Act (ERISA).
<TABLE>
<S> <C> <C> <C>
Membership: Charles T. Fisher III (Chair) J. Willard Marriott, Jr. John F. Smith, Jr.
George M. C. Fisher John G. Smale
</TABLE>
PUBLIC POLICY COMMITTEE met four times in 1998. The Committee fosters GM's
commitment to operate its business worldwide in a manner consistent with the
rapidly changing demands of society. Matters reviewed by this Committee include
research and development, automotive safety, environmental matters, diversity,
health care, trade, and economic development. The Committee provides public
policy guidance to management to support GM's progress in growing the business
globally within the framework of GM's core values.
<TABLE>
<S> <C> <C> <C>
Membership: Ann D. McLaughlin (Chair) Charles T. Fisher III John G. Smale
Percy N. Barnevik Karen Katen Louis W. Sullivan
Thomas E. Everhart
</TABLE>
v
<PAGE>
GENERAL MOTORS CORPORATION
100 RENAISSANCE CENTER, P.O. BOX 100, DETROIT, MICHIGAN 48265-1000
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 7, 1999
This Proxy Statement is provided in connection with the solicitation of
proxies, by order of the Board of Directors of General Motors Corporation, to be
used at the annual meeting of stockholders of the Corporation. The accompanying
proxy card enclosed with this Statement represents your holdings of Common Stock
and Class H Common Stock in the registered account name shown. We expect that
this Proxy Statement and the enclosed proxy will be mailed on or after Tuesday,
April 20, 1999, to each stockholder entitled to vote.
Using the proxy card, you may give instructions to grant or withhold
authority to vote for election of all the Board of Directors' nominees, or any
individual nominee, and to vote for or against, or abstain from voting upon,
each of the eight proposals. After you have signed and returned the enclosed
proxy card, you may revoke it at any time until it is voted at the annual
meeting, either by sending a written notice of revocation or a subsequent proxy
card, by voting subsequently by telephone or by Internet, or by voting in person
at the annual meeting. The shares represented by a proxy will be voted unless
the proxy card is received late or in a form that cannot be voted.
If you participate in General Motors' stock plans for employees -- the
General Motors Savings-Stock Purchase Program for Salaried Employees in the
United States (the "GM S-SPP"), the General Motors Personal Savings Plan for
Hourly-Rate Employees in the United States (the "GM PSP"), the General Motors
Canadian Savings-Stock Purchase Program, the Hughes Non-Bargaining Employees
Thrift and Savings Plan (the "Hughes Non-Bargaining Plan"), the Hughes
Bargaining Employees Thrift and Savings Plan (the "Hughes Bargaining Plan"), the
Saturn Individual Savings Plan for Represented Members (the "Saturn ISP"), or
the GMAC Mortgage Corporation Savings Incentive Plan -- your proxy card will
also serve as a voting instruction for the trustees, plan committees or
independent fiduciaries of those plans. If you do not provide instructions via
your proxy card with respect to stock in the GM S-SPP, the GM PSP, the Hughes
Non-Bargaining Plan, the Hughes Bargaining Plan and the Saturn ISP, those shares
may be voted by the trustee, plan committee or independent fiduciary at their
discretion. For all the other plans named above, the shares will not be voted
unless you sign and return the proxy card.
If you participate in any of these plans or maintain other accounts under
more than one name (e.g., with and without a middle initial), you may receive
more than one set of proxy materials. To be sure that all shares are counted,
you must sign and return every proxy card you receive or alternatively vote all
these shares by telephone or the Internet.
Brokers, dealers, banks, voting trustees, and their nominees who want a
supply of the Corporation's proxy soliciting material to send to beneficial
owners should write to:
General Motors Corporation
c/o Morrow & Co., Inc.
445 Park Avenue, 5th Floor
New York, NY 10022-2606
1
<PAGE>
The Board of Directors designated April 8, 1999, as the record date for
determining stockholders entitled to vote at the annual meeting. On that date,
the Corporation had 647,742,498 shares of Common Stock and 106,728,465 shares of
Class H Common Stock outstanding and entitled to vote. Each share of Common
Stock entitles the holder to one vote and each share of Class H Common Stock
entitles the holder to 0.6 vote.
Except for Item 1, each proposal in this Proxy Statement will be approved
if it receives a majority of the votes present, either in person or by proxy, at
the meeting. Item 1, the election of directors, is somewhat different: the 15
candidates who receive the most votes will be elected to the 15 available
memberships on the Board. If you return a signed proxy form or attend the
meeting but choose to abstain from voting on any proposal, you will be
considered present at the meeting and not voting in favor of the proposal. Since
most proposals pass only if they receive favorable votes from a majority of
votes present at the meeting, the fact that you are abstaining and not voting in
favor of a proposal will have the same effect as if you had voted against the
proposal. (In contrast, a "broker non-vote," where a broker withholds authority
to cast a vote as to a certain proposal, is deemed not present at the meeting
with regard to that proposal.)
ITEM NO. 1
Nomination and Election of Directors
The Proxy Committee will vote your shares for the 15 nominees described in
the following section unless you withhold such authority. Each director will
serve until the next annual election of directors and until a successor is
elected and qualified or until the director's earlier resignation or removal. If
any nominees for directors become unavailable, which we do not anticipate, the
Board of Directors may decrease the number of directors to be elected or
designate substitute nominees, who would receive the votes of the Proxy
Committee.
Thomas H. Wyman retired from the Board of Directors on October 5, 1998 when
he was named Lead Director for Delphi Automotive Systems Corporation. Mr. Wyman
joined the GM Board in 1985 as Chairman, President and Chief Executive Officer,
CBS Inc. At the time of retirement from the GM Board, Mr. Wyman served as
Chairman of the Investment Funds Committee and was a member of the Capital
Stock, Director Affairs, Executive, and Executive Compensation Committees.
G. Richard Wagoner, Jr. is the only nominee who was elected a director of
General Motors since the last annual meeting of stockholders.
INFORMATION ABOUT NOMINEES FOR DIRECTORS
The following information about each nominee's principal occupation or
employment and other affiliations and about the Common Stock and Class H Common
Stock beneficially owned at February 28, 1999, 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.
2
<PAGE>
PERCY N. BARNEVIK
AGE 58 JOINED GM BOARD 1996 COMMITTEES -- Audit, Public
Policy
Chairman, ABB Asea Brown Boveri Ltd., Zurich, Switzerland,
serving electric power generation, transmission, and
distribution customers as well as industrial, environmental
control, and mass transit markets
DIRECTORSHIPS -- ABB Asea Brown Boveri Ltd., Chairman of
Investor AB, Chairman of AstraZeneca PLC, and Chairman of
Sandvik AB
AFFILIATIONS -- Representative of the European Commission to
the ASEM (Asia-Europe) Vision Group, Chairman of the EU
Enlargement Work Group, Member of the World Economic Forum
Foundation Board, European Round Table of Industrialists, the
Advisory Board of the Council on Foreign Relations, the
Center for Strategic and International Studies, The Business
Council, Advisory Councils at the Graduate School of Stanford
University, Wharton School of Business Administration, and
Humboldt University (Berlin)
JOHN H. BRYAN
AGE 62 JOINED GM BOARD 1993 COMMITTEES -- Executive
Compensation (Chair), Audit,
Capital Stock, Executive
Chairman and Chief Executive Officer, Sara Lee Corporation,
Chicago, IL
DIRECTORSHIPS -- Sara Lee Corporation, BP Amoco p.l.c., Bank
One Corporation, and the First National Bank of Chicago
AFFILIATIONS -- Member of The Business Roundtable and The
Business Council, President's Committee on the Arts and
Humanities; Chairman, National Trust Council of the National
Trust for Historic Preservation; Member of the Board and past
Chairman of Catalyst; Trustee of the University of Chicago and
life Trustee of Rush-Presbyterian-St. Luke's Medical Center;
Vice Chairman of the Art Institute of Chicago
THOMAS E. EVERHART
AGE 67 JOINED GM BOARD 1989 COMMITTEES -- Director
Affairs, Public Policy
President Emeritus and Professor of Electrical Engineering and
Applied Physics, California Institute of Technology, Pasadena,
CA
DIRECTORSHIPS -- Hewlett-Packard Corporation, Hughes
Electronics Corporation, Saint-Gobain Corporation, Reveo,
Inc., and Raytheon Corporation
AFFILIATIONS -- Member of the Board of Trustees of California
Institute of Technology; Member of the Board of Directors of
Electric Power Research Institute (EPRI) and the Corporation
for National Research Initiatives (CNRI); Senior Scientific
Advisor to the Chair of the W. M. Keck Foundation; Member of
National Academy of Engineering Council and Executive
Committee, Council on Competitiveness; Former Chairman of
General Motors Science Advisory Committee
3
<PAGE>
CHARLES T. FISHER III
AGE 69 JOINED GM BOARD 1972 COMMITTEES -- Investment Funds
(Chair), Director Affairs,
Executive, Public Policy
Retired Chairman and President of NBD Bancorp, Inc. and its
principal subsidiary NBD Bank, N.A., Detroit, MI
DIRECTORSHIPS -- AMR Corporation and American Airlines, Inc.;
Honorary Director, Bank One Corporation.
AFFILIATIONS -- Trustee of Citizens Research Council of
Michigan
GEORGE M. C. FISHER
AGE 58 JOINED GM BOARD 1996 COMMITTEES -- Capital Stock
(Chair), Executive, Executive
Compensation, Investment Funds
Chairman and Chief Executive Officer, Eastman Kodak Company,
Rochester, NY, since December 1, 1993. Held additional office
of President (December 1993-96); Chairman and Chief Executive
Officer, Motorola, Inc. (1990-93)
DIRECTORSHIPS -- Eastman Kodak Company and AT&T Corporation
AFFILIATIONS -- Chairman of the Boards of University of
Illinois Foundation and the U.S. China Business Council;
Member of The Business Roundtable, The Business Council, and
Advisory Council for Trade Policy and Negotiations (ACTPN)
KAREN KATEN
AGE 49 JOINED GM BOARD 1997 COMMITTEES -- Audit, Public
Policy
President of the Pfizer U.S. Pharmaceuticals Group, the
principal operating division of Pfizer, Inc. New York, NY,
since 1995, and Executive Vice President of the global Pfizer
Pharmaceuticals Group (1993-95) and Corporate Vice President
(since 1992)
DIRECTORSHIPS -- Harris Corporation
AFFILIATIONS -- Member of the International Council of J.P.
Morgan & Co., Chair of the National Pharmaceutical Council,
Trustee of the University of Chicago and council member of the
Graduate School of Business; Member of Board of the National
Coalition of Hispanic Health and Human Services Organizations,
the American Bureau for Medical Advancement in China, the
Women's Forum, Inc., the United Way Tri-State, and National
Board of Trustees of American Cancer Society Foundation
4
<PAGE>
J. WILLARD MARRIOTT, JR.
AGE 67 JOINED GM BOARD 1989 COMMITTEES -- Director Affairs
(Chair), Executive, Executive
Compensation, Investment Funds
Chairman and Chief Executive Officer, Marriott International,
Inc., Washington, DC, since October 1993; President (October
1993-March 1997); Chairman, President and Chief Executive
Officer, Marriott Corporation (1985-93)
DIRECTORSHIPS -- Marriott International, Inc., Host Marriott
Corporation, and Host Marriott Services Corporation
AFFILIATIONS -- Director of the U.S.-Russia Business Council
and the Naval Academy Endowment Trust; Serves on Board of
Trustees of National Geographic Society and Board of Directors
of Georgetown University; Member of The Business Council
ANN D. MCLAUGHLIN
AGE 57 JOINED GM BOARD 1990 COMMITTEES -- Public Policy
(Chair), Audit, Capital Stock,
Executive
Chairman, The Aspen Institute; Former U.S. Secretary of Labor
(1987-89); President, Federal City Council, Washington, DC
(1990-95)
DIRECTORSHIPS -- AMR Corporation and its subsidiary American
Airlines, Inc., Fannie Mae, Harman International Industries,
Host Marriott Corporation, Donna Karan International, Inc.,
Kellogg Company, Nordstrom, Union Camp Corporation, and Vulcan
Materials Company
AFFILIATIONS -- Member of the Board of The Public Agenda
Foundation, The Conservation Fund and Board of Overseers of
the Wharton School of the University of Pennsylvania, and Rand
Corporation
HARRY J. PEARCE
AGE 56 JOINED GM BOARD 1996
Vice Chairman, Board of Directors since January 1, 1996, with
responsibility for the Public Policy Center, the Enterprise
Activities Group, Global Human Resources and the GM
University, Diversity Initiatives, Information Systems &
Services, Office of the Secretary, Corporate Strategy and
Knowledge Development, GM Locomotive Group, Allison
Transmission Division and Hughes Electronics Corporation;
Executive Vice President (1994-95); Executive Vice President
and General Counsel (1992-94), Vice President and General
Counsel (1987-92); Joined General Motors Corporation in 1985
DIRECTORSHIPS -- Delphi Automotive Systems Corporation, Hughes
Electronics Corporation, Marriott International, Inc., and
MDU Resources Group, Inc.
AFFILIATIONS -- Member, U.S. Air Force Academy's Board of
Visitors, Northwestern University School of Law's Law Board;
Trustee, Howard University; Member of The Conference Board
5
<PAGE>
ECKHARD PFEIFFER
AGE 57 JOINED GM BOARD 1996 COMMITTEES -- Audit, Capital
Stock
President and Chief Executive Officer (since October 1991),
Compaq Computer Corporation, Houston, Texas; Executive Vice
President and Chief Operating Officer (January-October 1991);
President, Europe and International Division (1989-90)
DIRECTORSHIPS -- Compaq, Bell Atlantic Corporation, and Hughes
Electronics Corporation
AFFILIATIONS -- Serves on Advisory Board of Deutsche Bank;
Member of the Board of Trustees, Southern Methodist University
and Executive Board of the Cox School of Business-Southern
Methodist University
JOHN G. SMALE
AGE 71 JOINED GM BOARD 1982 COMMITTEES -- Executive
(Chair), ex-officio member
of Audit, Capital Stock,
Director Affairs, Executive
Compensation, Investment
Funds, Public Policy
Chairman of the Executive Committee of General Motors
Corporation since January 1, 1996; Former Chairman, General
Motors Corporation (November 2, 1992-December 31, 1995);
Retired Chairman and Chief Executive of The Procter & Gamble
Company
DIRECTORSHIPS -- Hughes Electronics Corporation and Rand
McNally
JOHN F. SMITH, JR.
AGE 61 JOINED GM BOARD 1990 COMMITTEE -- Investment Funds
Chairman, General Motors Corporation since January 1, 1996,
Chief Executive Officer since 1992 and President (1992-98),
Vice Chairman, Board of Directors (1990-92); Joined General
Motors Corporation in 1961
DIRECTORSHIPS -- Delphi Automotive Systems Corporation, Hughes
Electronics Corporation, and The Procter & Gamble Company
AFFILIATIONS -- Co-Chairman of The Business Roundtable and
member of The Business Council, U.S.-Japan Business Council,
Chairman of Catalyst, Member of the Chancellor's Executive
Committee of the University of Massachusetts; Board of
Trustees, Boston University, Board of Overseers of Memorial
Sloan-Kettering Cancer Center, Board of Governors of The Nature
Conservancy, and Board of Polish-American Enterprise Fund;
Representative to the Asian-Pacific Economic Cooperation (APEC)
Business Advisory Council (ABAC)
6
<PAGE>
LOUIS W. SULLIVAN
AGE 65 JOINED GM BOARD 1993 COMMITTEES -- Audit, Public
Policy
President, Morehouse School of Medicine, Atlanta, Georgia,
since January 21, 1993; U.S. Secretary of Health and Human
Services (1989-93)
DIRECTORSHIPS -- Georgia Pacific, 3M Corporation, Household
International Inc., CIGNA Corporation, Bristol-Myers Squibb
Company, and Equifax Corporation
AFFILIATIONS -- United Way of America, Boy Scouts of America,
Little League Foundation, and Board of Visitors, University of
California School of Medicine at Davis
G. RICHARD WAGONER, JR.
AGE 46 JOINED GM BOARD 1998
President and Chief Operating Officer since October 1998 with
responsibility for GM's global automotive activities; Chair of
the GM Automotive Strategy Board; Executive Vice President and
President GM's North American Operations (July 1994-October
1998); Executive Vice President and Chief Financial Officer
(1992-1994). Joined General Motors Corporation in 1977
AFFILIATIONS -- Chairman of the Board of Visitors for Duke
University's Fuqua School of Business; Chairman of the Society
of Automotive Engineers (SAE) VISION 2000 Executive Committee;
Member, Board of Trustees for Detroit Country Day School
DENNIS WEATHERSTONE
AGE 68 JOINED GM BOARD 1986 COMMITTEES -- Audit (Chair),
Capital Stock, Executive,
Executive Compensation
Retired Chairman of J. P. Morgan & Co., Incorporated and its
subsidiary Morgan Guaranty Trust Company of New York
DIRECTORSHIPS -- L'Air Liquide, and Merck & Co., Inc.
AFFILIATIONS -- Member of J. P. Morgan & Co., Inc.
International Council and The Business Council; 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 Financial
Services Authority, London; Director of the Institute for
International Economics
7
<PAGE>
SECURITY OWNERSHIP OF DIRECTORS, NAMED EXECUTIVE OFFICERS, AND CERTAIN OTHERS
The beneficial ownership of all classes of common stock of the Corporation
for each nominee for Director, each Named Executive Officer, and all current
directors and officers of the Corporation as a group is shown in the following
table. All information is as of February 28, 1999.
Each of the individuals/groups listed below owns less than one percent of
the outstanding shares and voting power of any class of common stock of the
Corporation, except as follows:
* Bankers Trust New York Corporation, its wholly owned subsidiary Bankers
Trust Company (acting as trustee for various trusts and employee benefit
plans), and certain of its indirect wholly owned subsidiaries that act as
investment advisors beneficially own an aggregate of 15.4% of the
outstanding shares and voting power of the Class H Common Stock (1.4% of
the combined voting power of the Common Stock and Class H Common Stock).
* State Street Bank and Trust Company (acting as trustee for various trusts
and employee benefit plans) beneficially owns 11.7% of the outstanding
shares and voting power of the Common Stock (10.7% of the combined voting
power of the Common Stock and Class H Common Stock).
In most cases, each individual has sole voting and investment power with
respect to the shares he or she beneficially owns. Where this is not the case,
voting and investment power is clarified in a footnote. The shares listed below
do not include any Common Stock or Class H Common Stock held by the pension and
profit sharing plans or endowment funds of other corporations or by educational
and charitable institutions of which certain directors and officers serve as
directors or trustees.
<TABLE>
<CAPTION>
Shares Deferred
Beneficially Owned Stock Units Total Shares
-------------------------- -------------------- --------------------------
Class H Class H Class H
Common Common Common Common Common Common
Directors Stock Stock Stock Stock Stock Stock
- ------------------------------- ----------- ----------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
# # # # # #
P. N. Barnevik (c)............. 10,000 -0- 705 167 10,705 167
J. H. Bryan (c)................ 7,000 -0- 5,835 786 12,835 786
T. E. Everhart (d)............. 400 -0- 10,054 9,661 10,454 9,661
C. T. Fisher III (d)(e)........ 2,844 58 10,192 8,703 13,036 8,761
G. M. C. Fisher (d)............ 5,000 -0- 620 2,083 5,620 2,083
K. Katen (c)................... 2,000 -0- 773 304 2,773 304
J. W. Marriott, Jr. (c)........ 1,000 -0- 8,258 5,313 9,258 5,313
A. D. McLaughlin (c)........... 2,402 -0- 2,144 1,889 4,546 1,889
H. J. Pearce (f)............... 40,357 37,826 24,633 12,498 64,990 50,324
E. Pfeiffer (d)................ 6,000 -0- 2,842 1,543 8,842 1,543
J. G. Smale (c)................ 16,000 200 5,989 440 21,989 640
J. F. Smith, Jr. (f)........... 171,465 28,136 53,694 18,935 225,159 47,071
L. W. Sullivan (c)............. 100 -0- 2,901 892 3,001 892
G. R. Wagoner, Jr. (f)......... 54,434 10,729 25,033 9,510 79,467 20,239
D. Weatherstone (c)............ 6,000 -0- 18,659 11,691 24,659 11,691
<CAPTION>
Total Value Stock Options(b)
of Common -----------------------
and Class H
Class H Common Common
Directors Shares(a) Stock Stock
- ------------------------------- -------------- ----------- --------
<S> <C> <C> <C>
$ # #
P. N. Barnevik (c)............. 891,686 -0- -0-
J. H. Bryan (c)................ 1,096,749 2,084 -0-
T. E. Everhart (d)............. 1,318,985 1,084 -0-
C. T. Fisher III (d)(e)........ 1,489,684 2,084 -0-
G. M. C. Fisher (d)............ 562,284 2,084 -0-
K. Katen (c)................... 243,285 -0- -0-
J. W. Marriott, Jr. (c)........ 1,015,061 -0- -0-
A. D. McLaughlin (c)........... 464,460 1,000 -0-
H. J. Pearce (f)............... 7,740,364 308,211 98,223
E. Pfeiffer (d)................ 802,810 1,000 -0-
J. G. Smale (c)................ 1,845,613 2,084 -0-
J. F. Smith, Jr. (f)........... 20,810,408 804,495 -0-
L. W. Sullivan (c)............. 289,856 1,000 -0-
G. R. Wagoner, Jr. (f)......... 7,515,874 360,385 -0-
D. Weatherstone (c)............ 2,587,545 -0- -0-
</TABLE>
8
<PAGE>
<TABLE>
<CAPTION>
Shares Deferred
Beneficially Owned Stock Units Total Shares
-------------------------- -------------------- --------------------------
Class H Class H Class H
Common Common Common Common Common Common
Other Named Executives Stock Stock Stock Stock Stock Stock
- ------------------------------- ----------- ----------- -------- -------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
J. T. Battenberg III (f)(g).... 4,157 7,194 15,493 5,552 19,650 12,746
L. R. Hughes (f)............... 18,140 12,082 23,992 8,943 42,132 21,025
All directors and officers of
the Corporation as a group
(f).......................... 876,475 187,842 383,632 103,970 1,260,107 291,812
Bankers Trust New York
Corporation.................. - 0 - 16,318,581 -0- -0- -0- 16,318,581
101 Liberty Street
New York, NY 10006
State Street Bank and Trust
Company...................... 76,684,789 -0- -0- -0- 76,684,789 -0-
225 Franklin Street
Boston, MA 02110
<CAPTION>
Total Value Stock Options(b)
of Common -----------------------
and Class H
Class H Common Common
Other Named Executives Shares(a) Stock Stock
- ------------------------------- -------------- ----------- --------
<S> <C> <C> <C>
J. T. Battenberg III (f)(g).... 2,223,788 128,401 -0-
L. R. Hughes (f)............... 4,470,588 268,410 -0-
All directors and officers of
the Corporation as a group
(f).......................... 117,805,042 4,615,291 132,639
Bankers Trust New York
Corporation.................. 770,073,837 -0- -0-
101 Liberty Street
New York, NY 10006
State Street Bank and Trust
Company...................... 6,331,096,180 -0- -0-
225 Franklin Street
Boston, MA 02110
</TABLE>
(a) The total value is based on the February 26, 1999 closing market prices of
$82.56 for Common Stock and $47.19 for Class H Common Stock.
(b) This column reports the number of shares that may be acquired through
exercise of stock options within 60 days from February 28, 1999. The shares
reported in this column reflect adjustments to the original option grants to
reflect the recapitalization of the Class H stock in December 1997.
Additional information regarding stock options is provided on pages 17 and
18.
(c) Deferred Stock Units -- These amounts have been deferred under the General
Motors Deferred Compensation Plan for Non-Employee Directors and the
Director's Long-Term Stock Incentive Plan. For more information about these
plans, please refer to the section on Director Compensation on page iii.
(d) Deferred Stock Units -- Includes amounts described in footnote (c) above as
well as amounts deferred under the Hughes Electronics Deferred Compensation
Plan for Non-Employee Directors. The only material difference between the
Hughes plan and the General Motors Deferred Compensation Plan for
Non-Employee Directors is that all stock amounts are exclusively in Class H
Common Stock.
(e) Shares beneficially owned includes 1,144 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 a trust of which Mr. Fisher is a co-trustee
and the beneficiary is a relative of Mr. Fisher.
(f) Shares beneficially owned includes shares credited under the General Motors
Savings-Stock Purchase Program ("GM S-SPP"). This program is available to
all salaried employees and provides that participants may contribute up to
20% of eligible salary, subject to maximum limits established by the
Internal Revenue Code ("IRC"). Deferred Stock
9
<PAGE>
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 IRC limitations and provides
executives with the full GM matching contribution without regard to the
IRC limitations. Amounts credited under the Plan are maintained in share
units of the Corporation's Common Stock. Following termination of
employment, an employee may, at any time, elect to receive a complete
distribution of amounts in the BEP-S account, which will be paid in cash.
Deferred units also include undelivered incentive awards which will vest
upon the occurrence of certain events and which are subject to forfeiture
under certain circumstances.
(g) Mr. Battenberg resigned as an executive officer of General Motors effective
January 1, 1999 to become Chairman, CEO and President of Delphi Automotive
Systems, a subsidiary of General Motors. Effective January 1, 1999, his
holdings in the GM S-SPP and BEP-S were transferred to the Delphi Automotive
Systems S-SPP and BEP-S.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Federal securities law requires that the individuals and groups listed in
the preceding table must report to the SEC and the Corporation, within certain
periods, how many shares of the Corporation's equity securities they own and if
they conducted any transactions in that stock. Based upon information furnished
by these stockholders, the Corporation believes that all required filings for
1998 and prior years have been made.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Executive Compensation Committee consists of Messrs. Bryan, G. M. C.
Fisher, Marriott, Smale, and Weatherstone. Mr. Marriott is the Chairman and
Chief Executive Officer of Marriott International, Inc. Harry J. Pearce, an
executive officer of the Corporation, is a director of Marriott International,
Inc.
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
ON EXECUTIVE COMPENSATION
This is a report on the compensation paid to the Corporation's executives,
including the Named Executive Officers. The Named Executive Officers for 1998
are:
<TABLE>
<S> <C>
John F. Smith, Jr.......... Chairman of the Board of Directors and Chief Executive Officer
("CEO")
Harry J. Pearce............ Vice Chairman of the Board of Directors
G. Richard Wagoner, Jr..... President and Chief Operating Officer ("COO")
J. T. Battenberg III....... Executive Vice President of the Corporation (through 12/31/98)
Louis R. Hughes............ Executive Vice President of the Corporation
</TABLE>
COMPENSATION PHILOSOPHY -- General Motors' executive compensation program is
based on the belief that the interests of executives should be closely aligned
with those of GM's stockholders. The philosophies of the Corporation's major
subsidiaries are in most respects similar to the GM philosophy. Under this
philosophy:
* A meaningful portion of each executive's total compensation is linked
directly to accomplishing specific, measurable results which are intended
to create value for the stockholders in both the short- and long-term.
10
<PAGE>
* 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 they will be rewarded only when specific,
measurable goals which we previously established have been achieved.
* Each executive's individual performance and contribution will be
reflected through salary adjustments and the amount of incentive awards
paid, if any.
* Any long-term incentive awards are paid in GM common stocks to reinforce
further the bond between the executives' interests and your interests.
* In years of strong performance, executives can earn a highly competitive
level of compensation. As a result, the Corporation will be able to
attract, retain, and motivate the leadership talent it needs to maintain
and grow its businesses successfully. Conversely, in years of below
average performance, an executive will receive compensation that is less
than competitive benchmarks.
STOCK OWNERSHIP GUIDELINES -- The Corporation feels strongly that the best way
to reinforce the link between the executives' interests and your interests is to
require that executives own a significant amount of GM stock. As a result, our
Committee has established formal stock ownership guidelines for all Corporate
officers, including the Named Executive Officers, and other select senior
executives. Because of our strong commitment to this principle, we have
increased the ownership requirements and expect compliance by February 2001. As
evidence of their commitment to these guidelines, each current Named Executive
Officer holds more than his respective guideline amount. The guidelines are as
follows:
<TABLE>
<CAPTION>
Minimum Aggregate
Position Value Equivalent
---------------------------------------------------------- ---------------------
<S> <C>
GM Chairman, Vice Chairman, and President................. 5.0 times base salary
Executive Vice Presidents/Sr. Vice Presidents............. 4.0 times base salary
Vice President and Group Executives....................... 3.0 times base salary
Vice Presidents........................................... 2.0 times base salary
</TABLE>
COMPENSATION DEDUCTIBILITY POLICY -- In 1997, GM stockholders approved a new
incentive compensation program effective until 2002. This program includes
provisions that allow the Corporation to comply with regulations under Section
162(m) of the Internal Revenue Code ("IRC"). As a result, the Corporation will
be able to take a tax deduction for performance based compensation in excess of
$1 million per taxable year paid to each of the Named Executive Officers. The
IRC does not permit companies to take a tax deduction for salary paid in excess
of $1 million. The portion of the salary for Messrs. Smith and Pearce which
exceeds $1 million will be deferred until after retirement. If complying with
Section 162(m) regulations conflicts with the Corporation's compensation
philosophy or what is believed to be the best interests of the Corporation and
its stockholders, we may conclude that paying non-deductible compensation is
more consistent with the compensation philosophy and in the Corporation's and
your best interests.
11
<PAGE>
TYPES OF COMPENSATION -- Aside from benefits, which will be reviewed in the
tables following this report, there are three major components to an executive's
total compensation package:
* Base Salary
* Annual Incentives
* Long-Term Incentives
In calculating the proper amount for each compensation component, we
reviewed the compensation paid for similar positions at a group of large
industrial companies with which GM competes for executive talent. Since the job
market for these executives is not limited to the auto industry alone, a group
consisting of several large, global industrial/service corporations, including
Ford and DaimlerChrysler, was identified as our "comparator group." Each year,
we review the compensation paid at these companies as well as their corporate
performance, and this is one of the factors we consider in determining the
appropriate performance measures and compensation levels for executives. We also
rely on information and advice provided by outside consultants.
Base Salary -- Under the Corporation's compensation program, base salaries
for GM executives are targeted to be at the upper end of the third quartile of
the salaries paid for similar positions at our comparator group of companies.
The base salaries of individual executives can and do vary from this salary
benchmark based on such factors as individual performance, potential for future
advancement, responsibilities, and length of time in their current position.
We believe that continuity in the Corporation's senior leadership group
serves the Corporation best. To encourage continuity, each Named Executive
Officer has agreed that if he leaves the Corporation he will not work for a
competitor for the next two years. This is the Corporation's only contractual
arrangement with these executive officers.
Annual Incentives -- Payment of annual incentive awards to the Named
Executive Officers is based on GM's overall performance against the objectives
we established in advance. We may make adjustments to awards to reflect the
impact of unplanned events and Management's individual performance.
When we establish the target award and performance objectives, we also set
a minimum performance level which must be achieved before any awards can be
paid. If this minimum level is not met, there will be no annual incentive
payout. At the same time, we also set a maximum level beyond which we will not
increase the amount of any payout. The size of final awards depends on the
actual level of performance achieved. When we establish this payout range, we
assess the degree of performance necessary to achieve the target objective by
reviewing both past and projected performance levels, as well as external
marketplace conditions such as the economic outlook, competitive performance
levels, projected automotive industry volumes, and projected market share. We do
not assign a specified weight to these factors, but rather we use our judgment
to establish a targeted performance level and related payout range that we
believe are in your best interests.
As was the case for 1997, Management recommended that the Committee
continue to raise the bar and establish aggressive performance targets for 1998.
We agreed and tied the payment of annual incentive awards to meeting specific
levels of net income, Return On Net Assets ("RONA"), and quality, which are
based upon the Corporation's budget and business plans. After a review with
Management, we used our discretion in setting the specific profitability and
quality targets.
12
<PAGE>
At the end of 1998, we reviewed the Corporation's overall operating
performance and evaluated that performance in light of the impact of several
unplanned events. Financial results for net income, RONA and quality were below
target levels. We determined that 1998 annual incentive awards would reflect the
overall performance of Management in achieving such results. The annual
incentive awards were determined and paid in cash in early 1999. With respect to
certain senior executives, including the Named Executive Officers, Management
recommended that annual awards should be reduced to reflect the year-to-year
percentage decline in reported earnings, and we concurred.
Stock Options -- Executives may receive stock options under the provisions
of the 1997 Stock Incentive Plan. Options are granted to stress the importance
of improving stock value to you, our stockholders, over the long-term and to
encourage executives to own GM stock. Stock options are granted at 100% of the
average price of the stock on the date of grant. In this way executives can be
rewarded only if the stock price goes up, which will benefit both you and the
executive. Our Plan does not allow for the repricing of options.
When we grant options, we follow competitive long-term incentive
compensation practices. The size of these grants and other long-term awards
discussed below is intended to place executives at the upper end of the third
quartile of long-term incentives granted to similar executive positions at
survey companies. We consider the number of option shares each executive has
already been granted when we determine the size of new grants to each Named
Executive Officer. In addition to his responsibilities at GM, Mr. Pearce also
has oversight responsibility for Hughes Electronics Corporation and, therefore,
we determined that his grant would be denominated partially in Common Stock and
partially in Class H Common Stock.
Other Long-Term Incentives -- Unlike stock options which reward executives
for enhancing stockholder value by increasing the prices of GM common stocks,
the GM Performance Achievement Plan is designed to encourage executives to focus
on accomplishing important strategic business objectives which require more than
one year to complete.
Similar to annual incentive awards, long-term target awards are typically
made annually; however, payout, if any, depends upon achieving predetermined
targets over a three-year plan period as outlined in the Corporation's strategic
business plan for the award period. Whether General Motors actually pays any
awards relating to the 1998-2000 grants will depend on whether the Corporation
reaches the predetermined RONA level established for GM's business plan. At that
point we will determine the percentage of each target award, if any, that
eventually will be distributed to participants. The Corporation will not pay any
awards if cumulative performance falls below a minimum or threshold level. In
any event, final awards will not exceed 200% of target. All awards, if paid, are
denominated in common stocks.
AWARDS TO CHIEF EXECUTIVE OFFICER
In late 1998, we met to determine the compensation levels for Mr. Smith. We
recognized his highly effective leadership and his commitment to the
Corporation's priorities of running common, thinking lean and running fast,
competing on a global basis, and growing the business and all of its sectors. We
also noted many positive developments including excellent public reaction to new
products; progress in implementing the Delphi public stock offering; the
combination of the Corporation's global automotive operations into a single
organization; the restructuring of the Vehicle Sales, Service and Marketing
Group, enabling the Corporation to more efficiently reach and serve targeted
customer groups; the start-up of two new plants in key emerging markets for GM
- -- Poland and China; expansion of the
13
<PAGE>
Corporation's ownership in, and partnership with, Isuzu and Suzuki; and
enhanced focus on and progress in building a constructive relationship with our
key unions. We determined Mr. Smith's compensation as follows:
Base Salary -- As noted in last year's proxy statement, in recognition of
his continued strong leadership and performance, Mr. Smith's salary was
increased to $1,950,000 effective January 1, 1998, after an interval of 24
months.
Annual Incentives -- In early 1998 we established an individual award
target for Mr. Smith in line with the Corporation's compensation philosophy. At
the end of the year we reviewed this award in relation to the established
performance measures. Although we considered his individual performance to be
outstanding, we nevertheless consented to Management's recommendation that 1998
annual incentive compensation for senior Management be reduced to reflect the
year-to-year earnings performance. Consequently, we established Mr. Smith's
final payout based on his 1998 target award adjusted by the year-to-year
percentage decline in reported earnings.
Stock Options -- As part of the Corporation's continuing compensation
review process, we reviewed the size of the options granted to Mr. Smith in
comparison with option grants to CEO's of our comparator group of companies.
After considering the number of options previously granted to him, we set the
size of his 1998 stock option grant at 300,000 shares of Common Stock.
Other Long-Term Incentives -- The PAP target awards are disclosed on page
18. The award covers the three-year period 1998-2000. The size of the target
award was developed in line with the methodology discussed above. Mr. Smith's
1998-2000 award was denominated in cash and will be paid in GM Common and Class
H Common stocks in two installments, if it is earned. The cumulative GM RONA for
the 1996-1998 performance period, which concluded at year-end 1998, was above
the target level but below the maximum. These results were achieved despite the
extremely aggressive three-year target performance level we established in early
1996. The final award for Mr. Smith was paid above target, but below the maximum
payout level.
During 1998, the Committee met with the Board of Directors in an executive
session to review the Corporation's performance and the performance of the CEO
and other members of senior management, including the Named Executive Officers.
We explained our compensation determinations for these executives to the Board
who concurred with our decisions.
EXECUTIVE COMPENSATION COMMITTEE
John H. Bryan, Chair John G. Smale
George M. C. Fisher Dennis Weatherstone
J. Willard Marriott, Jr.
14
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The table below shows the pre-tax compensation paid to the Chairman and CEO
J. F. Smith, Jr. and each of the four other most highly compensated executive
officers during 1996, 1997, and 1998.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
------------------------------------------- -------------------------
Other Awards Payouts
Annual Long-Term All Other
Name and Compen- Stock Incentive Compen-
Principal Position Year Salary Bonus(1) sation Options(2) Payouts(3) sation(4)
- ------------------------- --------- ------------- ------------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ $ $ Class # Shares $ $
J. F. Smith, Jr.
Chairman & CEO...... 1998 1,950,000 1,080,000 56,540 Com. 300,000 1,600,000 103,600
1997 1,750,000 2,450,000 63,143 Com. 298,361 1,036,000 82,863
1996 1,750,000 1,600,000 69,875 Com. 216,990 2,310,000 52,000
H. J. Pearce
Vice Chairman....... 1998 1,163,000 475,000 N.A. Com. 93,750 850,000 56,758
Cl. H 54,095
1997 950,000 1,070,000 N.A. Com. 103,841 550,000 41,610
Cl. H 22,768
1996 950,000 840,000 N.A. Com. 127,019 1,155,000 28,500
Cl. H 27,181
G. R. Wagoner, Jr.
President & COO..... 1998 1,087,000 475,000 N.A. Com. 100,000 850,000 49,375
1997 925,000 1,020,000 N.A. Com. 108,495 518,000 36,723
1996 925,000 825,000 N.A. Com. 108,495 1,155,000 27,750
J. T. Battenberg III*
Executive VP........ 1998 1,000,000 450,000 50,624 Com. 100,000 750,000 49,215
1997 887,000 1,020,000 53,448 Com. 108,495 475,000 38,112
L. R. Hughes
Executive VP........ 1998 1,000,000 450,000 N.A. Com. 100,000 700,000 46,764
1997 925,000 1,020,000 N.A. Com. 108,495 518,000 37,740
1996 925,000 825,000 N.A. Com. 108,495 1,155,000 27,750
</TABLE>
* Mr. Battenberg became a Named Executive Officer in 1997. He resigned as an
executive officer of General Motors effective January 1, 1999 to become
Chairman, CEO and President of Delphi Automotive Systems, a subsidiary of
General Motors. In February 1999 Delphi completed an initial public offering of
100,000,000 shares of its common stock. After that offering GM owned 82.3% of
Delphi common stock and on April 12, 1999, GM's Board of Directors took action
to distribute all of such shares by May 28, 1999, principally as a dividend to
holders of GM's Common Stock.
(1) Bonus
* 1998 and 1997 awards were granted under the General Motors 1997 Annual
Incentive Plan. They were paid in cash in early 1999 and 1998,
respectively.
* 1996 awards were granted under the General Motors Amended 1987 Stock
Incentive Plan under which the awards, granted as Restricted Stock Units
("RSUs"), were equivalent to shares of the Corporation's Common and
Class H stocks. These awards were paid in cash in early 1997.
15
<PAGE>
(2) The 1997 and 1996 shares in this column are adjusted to reflect the
recapitalization of the Class H stock in December 1997.
(3) Long-term incentive payouts under the General Motors 1992 Performance
Achievement Plan.
* Performance periods (3 year) -- 1996-1998, 1995-1997 and 1994-1996.
* Form of payment -- shares of Common and Class H stocks.
* Vesting -- Awards for the Named Executive Officers vest in four equal
installments. The first installment vests at the time the final award
is determined, the second at the end of the year of determination and
the third at the end of the following year. The fourth installment of
the 1996-1998 grant vests one year after the third installment; the
fourth installment of the 1994-1996 and 1995-1997 grants vest
subsequent to retirement.
* Dividend equivalents are 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 February
28, 1999:
<TABLE>
<CAPTION>
Second Installment of 1995-1997 Grant
1996-1998 Grant and Third Installment of 1994-1996 Grant
---------------------------------- ----------------------------------------
Shares Vested Shares Shares Vested Value of Shares Shares Unvested
in 1999 Unvested Dec. 31, 1998 Vested Dec. 31, 1998 Dec. 31, 1998
--------------- ---------------- ---------------- --------------------- -----------------
Com. Cl. H Com. Cl. H Com. Cl. H Com. Cl. H Com. Cl. H
------ ------ ------- ------ ------- ------ ---------- -------- ------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
$71.56 $39.69
# # # # # # $ $ # #
J. F. Smith, Jr.......... 4,346 2,017 13,038 6,049 11,508 4,860 823,512 192,893 31,847 12,893
H. J. Pearce............. 2,309 1,072 6,349 4,284 5,495 3,092 393,222 122,721 14,121 8,214
G. R. Wagoner, Jr........ 2,309 1,072 6,926 3,214 5,755 2,431 411,828 96,486 15,555 6,296
J. T. Battenberg III..... 2,037 946 6,111 2,836 4,896 2,066 350,358 82,000 6,487 2,716
L. R. Hughes............. 1,902 883 5,703 2,647 5,755 2,431 411,828 96,486 15,555 6,296
</TABLE>
(4) This column shows contributions by the Corporation under various savings
plans and imputed income for endorsement split-dollar life insurance. In the
event of death, the Corporation would be reimbursed for its premiums from
the life insurance policy. Additional information regarding the savings
plans will be found in footnote (f) on page 9. The following table details
the savings and split-dollar amounts.
<TABLE>
<CAPTION>
J. F. Smith, Jr. H. J. Pearce G. R. Wagoner, Jr. J. T. Battenberg III L. R. Hughes
---------------- ------------ ------------------ -------------------- ------------
<S> <C> <C> <C> <C> <C>
Savings Plans......1998 $ 81,900 $ 48,825 $ 45,675 $ 42,000 $ 42,000
1997 63,000 34,200 33,300 31,950 33,300
1996 52,000 28,500 27,750 x 27,750
Split-dollar life..1998 21,700 7,933 3,700 7,215 4,764
1997 19,863 7,410 3,423 6,162 4,440
</TABLE>
16
<PAGE>
OPTIONS AND SAR GRANTS IN 1998
The following table shows the stock options granted to the Named Executive
Officers in 1998. They were granted in a combination of non-qualified and
Incentive Stock Options (ISOs) on January 12, 1998. These options become
exercisable in three equal annual installments commencing on the first
anniversary of the date of grant. The ISOs expire ten years from the date of
grant, and the non-qualified options expire two days later.
<TABLE>
<CAPTION>
Individual Grants
------------------------------------------------------
Number of % of Total
Securities Options
Underlying Granted to Grant Date
Options Employees Exercise Expiration Present
Name Granted in 1998 Price Date Value(1)
- ------------------------------ --------- ------------- ----------- ------------ -------------
<S> <C> <C> <C> <C> <C>
# Shares % $/Share $
$1 2/3 Par
Common Stock Options
- ------------------------------
J. F. Smith, Jr............... 300,000 2.12 56.00 1/13/08 3,693,000
H. J. Pearce.................. 93,750 0.66 56.00 1/13/08 1,154,000
G. R. Wagoner, Jr............. 100,000 0.71 56.00 1/13/08 1,231,000
J. T. Battenberg III.......... 100,000 0.71 56.00 1/13/08 1,231,000
L. R. Hughes.................. 100,000 0.71 56.00 1/13/08 1,231,000
Class H Stock Options
- ------------------------------
H. J. Pearce.................. 54,095 1.28 32.35 1/13/08 771,000
</TABLE>
(1) These values were determined based on the Black-Scholes option pricing model
at the time of grant. The following assumptions were used in the
calculation:
* Expected price volatility -- 26% (34% for the Class H grant).
* Options will be exercised in the fifth year (sixth year for Class H).
* An interest rate based upon the corresponding yield of a government
bond maturing five years (six years for Class H) from the date of
grant.
* Dividends at the rate in effect on the date of grant.
* No adjustments for nontransferability.
The fact that we use the Black-Scholes model does not necessarily mean we
believe or acknowledge that it can accurately determine the value of options.
The ultimate value of the option, if any, will depend on the future market price
of the Corporation's common stocks and the optionee's individual investment
decisions, neither of which can be predicted with any degree of certainty.
17
<PAGE>
AGGREGATE OPTION/SAR EXERCISES IN 1998 AND
OPTION/SAR VALUES AT DECEMBER 31, 1998
The following table provides information concerning the options exercised
by each of the Named Executive Officers in 1998 as well as the value of options
held by such executives at the end of the year. The year-end value is based on
the closing prices of General Motors common stocks on December 31, 1998 (Common
- -- $71.56; Class H -- $39.69). No SARs may be granted under the General Motors
Stock Incentive Plans.
<TABLE>
<CAPTION>
Value of
Number of Unexercised
Unexercised In-the-Money
Options/SARs at Options/SARs at
Dec. 31, 1998 Dec. 31, 1998
Shares
Class of Acquired Value Exercisable/ Exercisable/
Name Stock on Exercise Realized Unexercisable Unexercisable
- ------------------------ -------------- -------------- ----------- ------------------------- ------------------------
<S> <C> <C> <C> <C> <C>
# Shares $ # Shares $
J. F. Smith, Jr......... Common 121,649 3,931,177 662,906 / 571,235 17,680,169 / 9,901,037
H. J. Pearce............ Common 26,758 874,362 213,639 / 205,309 5,289,034 / 3,641,506
Class H 7,142 174,693 63,542 / 78,331 863,049 / 530,522
G. R. Wagoner, Jr....... Common 2,508 51,916 325,027 / 208,493 8,926,952 / 3,689,699
J. T. Battenberg III.... Common 60,513 1,605,951 67,918 / 194,027 1,193,555 / 3,351,195
L. R. Hughes............ Common 40,473 1,416,719 247,032 / 208,493 5,935,547 / 3,689,699
</TABLE>
LONG-TERM INCENTIVE AWARDS
The following table shows target long-term incentive awards granted to
Named Executive Officers in 1998. The award covering the 1998-2000 performance
period was granted under the General Motors 1997 Performance Achievement Plan.
If the minimum or threshold performance level is met or exceeded, the percentage
of the target award that will eventually be paid to participants will depend on
the extent to which the established RONA target for the three-year performance
period is achieved. If the minimum performance level is not met, no awards will
be paid.
<TABLE>
<CAPTION>
Number of Estimated Future Payouts
Shares, Units Under Non-Stock Price-Based Plans
or Performance ------------------------------------------
Name Other Rights Period Threshold Target Maximum
- ------------------------- -------------- -------------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C>
# Shs. $ $ $
J. F. Smith, Jr.......... N.A. 1998-2000 780,000 1,950,000 3,900,000
H. J. Pearce............. N.A. 1998-2000 340,000 850,000 1,700,000
G. R. Wagoner, Jr........ N.A. 1998-2000 320,000 800,000 1,600,000
J. T. Battenberg III..... N.A. 1998-2000 320,000 800,000 1,600,000
L. R. Hughes............. N.A. 1998-2000 320,000 800,000 1,600,000
</TABLE>
18
<PAGE>
RETIREMENT PROGRAM
The retirement program for General Motors executives in the United States
consists of the General Motors Retirement Program for Salaried Employees and two
non-qualified plans. Together, these plans are referred to here as the "GM
Salaried Program."
The General Motors Retirement Program for Salaried Employees is a
tax-qualified plan subject to the requirements of the Employee Retirement Income
Security Act (ERISA). The contributory portion (known as Part B) of this tax-
qualified plan provides benefits under a formula based on the number of "Years
of Part B Credited Service" and upon the average of the highest five years of
base salary received during the final ten years of service, subject to certain
Internal Revenue Code limitations which may change from time to time. Part B of
the tax-qualified plan also provides employees with an annual retirement benefit
which is equal to the sum of 100% of the Part B contributions they made after
October 1, 1979, and smaller percentages of the contributions they made before
that date. If employees elect not to contribute to Part B of the tax-qualified
plan, they are entitled to receive only basic retirement benefits equal to a
flat dollar amount per year of credited service (essentially equivalent to the
General Motors Hourly-Rate Employees Pension Plan). Benefits under the
tax-qualified plan vest after five years of credited 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.
Supplemental Executive Retirement Program (SERP). If an executive makes
Part B contributions to the tax-qualified plan, the executive may also be
eligible to receive a non-qualified Regular SERP benefit. The sum of the
tax-qualified plan's benefits plus the Regular SERP benefit will provide an
eligible executive with total annual retirement benefits under the GM Salaried
Program that are equal to 2% times Years of Part B Credited Service times
Average Annual Base Salary, less 2% times years of credited service times the
maximum annual Social Security benefit in the year of retirement payable to a
person retiring at age 65 ($16,476 for a 65 year old retiring in 1999).
Table I shows the regular form of the estimated total annual retirement
benefit payable under the GM Salaried Program (based on Average Annual Base
Salary as of December 31, 1998) that would be paid in 12 equal monthly
installments per year as a single life annuity to executives retiring in 1999 at
age 65. If the executive elects to receive such benefits in the form of a 60%
joint and survivor annuity, the single life annuity amounts shown would
generally be reduced by 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 AN EXECUTIVE QUALIFIES FOR REGULAR SERP BENEFITS (A)
<TABLE>
<CAPTION>
Years of Part B Credited Service
Average Annual -------------------------------------------------
Base Salary(b) 15 25 35 45
- --------------- ------- --------- --------- ---------
<S> <C> <C> <C> <C>
$ $ $ $ $
750,000 220,057 366,762 513,467 660,172
1,070,000 316,057 526,762 737,467 948,172
1,390,000 412,057 686,762 961,467 1,236,172
1,710,000 508,057 846,762 1,185,467 1,524,172
2,030,000 604,057 1,006,762 1,409,467 1,812,172
2,350,000 700,057 1,166,762 1,633,467 2,100,172
</TABLE>
(a) The Average Annual Base Salary and the Years of Part B Credited Service
(shown in parenthesis) as of December 31, 1998 for each of the Named
Executive Officers were as follows; John F. Smith, Jr. - $1,690,000 (38
years); Harry J. Pearce - $942,500 (21 years); G. Richard Wagoner, Jr. -
$917,500 (21 years); J. T. Battenberg III - $767,500 (36 years); and Louis
R. Hughes - $900,000 (31 years). The Annual Base Salary for the most recent
year(s) considered in the calculation reported here are shown in the Summary
Compensation Table on page 15 in the column labeled "Salary."
(b) Average Annual Base Salary means the average of the highest five years of
base salary paid during the final ten years of service.
Executives may be eligible to receive an Alternative SERP benefit in lieu
of the Regular SERP benefit if they satisfy certain criteria, including not
working for any competitor or otherwise acting in any manner which is not in the
best interests of the Corporation. An eligible executive will receive the
greater of the Regular SERP benefit or the Alternative SERP benefit. The sum of
the tax-qualified plan's benefits plus the Alternative SERP benefit will provide
an eligible executive with total annual retirement benefits under the GM
Salaried Program that are equal to 1.5% times Eligible Years of Part B Credited
Service (up to a maximum of 35 years) times the executive's Average Annual Total
Direct Compensation, less 100% of the maximum annual Social Security benefit in
the year of retirement payable to a
person age 65.
Table II shows the alternative form of the estimated total annual
retirement benefit payable under the GM Salaried Program (based upon Average
Annual Total Direct Compensation as of December 31, 1998) that would be paid in
12 equal monthly installments per year as a single life annuity to executives
retiring in 1999 at age 65. The amounts shown would be reduced in the same way
as under the regular form if the executive elects 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 SERP BENEFITS(A)
<TABLE>
<CAPTION>
Average Annual Eligible Years of Part B Credited Service
Total Direct -------------------------------------------------------------------
Compensation(b) 15 20 25 30 35
- ---------------------- ----------- ----------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
$ $ $ $ $ $
1,450,000 309,774 418,524 527,274 636,024 744,774
2,220,000 483,024 649,524 816,024 982,524 1,149,024
2,990,000 656,274 880,524 1,104,774 1,329,024 1,553,274
3,760,000 829,524 1,111,524 1,393,524 1,675,524 1,957,524
4,530,000 1,002,774 1,342,524 1,682,274 2,022,024 2,361,774
5,300,000 1,176,024 1,573,524 1,971,024 2,368,524 2,766,024
</TABLE>
(a) The Average Annual Total Direct Compensation and the Eligible Years of Part
B Credited Service (shown in parenthesis) which may be considered in the
Alternative SERP calculation as of December 31, 1998 for each of the Named
Executive Officers was as follows: John F. Smith, Jr. - $3,451,000 (35
years); Harry J. Pearce - $1,792,100 (21 years); G. Richard Wagoner, Jr. -
$1,754,100 (21 years); J. T. Battenberg III - $1,453,900 (35 years); and
Louis R. Hughes - $1,731,600 (31 years). The Annual Total Direct
Compensation for the most recent year(s) considered in the calculation
reported here will be found in the Summary Compensation Table on Page 15 in
the columns labeled "Salary" and "Bonus."
(b) Average Annual Total Direct Compensation means the sum of Average Annual
Base Salary plus the average of the highest five Annual Incentive Awards
earned in respect of the final ten calendar years of service prior to an
executive's retirement.
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
SERP for such executives. Both the regular and alternative form of the SERP
benefit are provided under a program which is non-qualified for tax purposes and
not pre-funded. SERP benefits under the regular and alternative form can be
reduced or eliminated for both retirees and active employees by the Committee
and/or the Board of Directors.
21
<PAGE>
PERFORMANCE PRESENTATION
The graphs below compare five year cumulative return to stockholders for
each of the two classes of General Motors common stocks against the Standard &
Poor's (S&P) 500 Composite Stock Index and comparator data. Except as explained
below, each line represents an assumed initial investment of $100 on January 1,
1994 and reinvestment of dividends over the period.
For General Motors Common Stock, a comparison is made with Ford Motor
Company and DaimlerChrysler Corporation. The data for DaimlerChrysler assumes an
initial investment in Chrysler Corporation and conversion of Chrysler stock to
DaimlerChrysler as a result of its merger with Daimler.
GM Class H Common Stock was registered under Section 12 of the Exchange Act
in late December 1997, and for purposes of this chart, it is assumed that an
initial $100 investment was made on December 31, 1997. The Class H stock is
compared with the S&P 500 and Barclay's Capital Satellite Index.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS COMMON STOCK,
S&P 500 INDEX, FORD AND DAIMLERCHRYSLER
<TABLE>
<CAPTION>
1/1/94 1/1/95 1/1/96 1/1/97 1/1/98 12/31/98
------ ------ ------ ------ ------ --------
<S> <C> <C> <C> <C> <C> <C>
GM COMMON STOCK.............. 100 78 100 109 130 157
S&P 500...................... 100 101 139 171 228 293
FORD......................... 100 89 96 113 177 334
DAIMLERCHRYSLER.............. 100 94 110 138 154 269
</TABLE>
22
<PAGE>
COMPARISON OF CUMULATIVE RETURN
GENERAL MOTORS CLASS H COMMON STOCK,
S&P 500 INDEX, AND BARCLAY'S CAPITAL SATELLITE INDEX
12/31/97 12/31/98
-------- --------
GM CLASS H........................... 100 107
S&P 500.............................. 100 129
BARCLAY'S CAPITAL SATELLITE INDEX.... 100 111
23
<PAGE>
ITEM NO. 2
The By-laws of the Corporation provide that the selection of independent
public accountants by the Audit Committee shall be submitted for ratification by
the stockholders at the annual meeting. 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 1999 and this selection is being
presented to you for ratification. Representatives of Deloitte & Touche LLP will
attend the annual meeting and will have the opportunity to make a statement if
they desire to do so. They will also be available to answer any questions that
you may have.
Deloitte & Touche LLP has audited the Corporation's books annually since
1918. It has offices or affiliates in or convenient to most of the localities in
the United States and other 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 General Motors at least once
every five years. The Audit Committee reviews and approves in advance any
instance where the supervising partner responsible for the General Motors
account is assigned for more than three years. If you do not ratify the
selection of Deloitte & Touche LLP as independent public accountants, 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 1999
unless the Committee found compelling reasons for making an immediate change.
During the 1998 calendar year, Deloitte & Touche LLP provided GM with
extensive audit and other services. Fees for all services totaled approximately
$63 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 1999. PROXIES SOLICITED BY THE
BOARD OF DIRECTORS WILL BE VOTED FOR THIS PROPOSAL UNLESS YOU SPECIFY A
DIFFERENT CHOICE.
ITEM NO. 3
Mrs. Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue,
N.W., Suite 215, Washington, DC 20037, owner of 102 shares of 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 take the necessary
steps that General Motors specifically identify by name and corporate title in
all future proxy statements those executive officers, not otherwise so
identified, who are contractually entitled to receive in excess of $250,000
annually as a base salary, together with whatever other additional compensation
bonuses and other cash payments were due them.'
"REASONS: `In support of such proposed Resolution it is clear that the
shareholders have a right to comprehensively evaluate the management in the
manner in which the Corporation is being operated and its resources utilized.'
`At present
24
<PAGE>
only a few of the most senior executive officers are so identified, and not the
many other senior executive officers who should contribute to the ultimate
success of the Corporation.' `Through such additional identification the
shareholders will then be provided an opportunity to better evaluate the
soundness and efficacy of the overall management.'
`If you AGREE, please mark your proxy FOR this proposal.' "
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL,
FOR THE FOLLOWING REASONS:
The Corporation does not have contractual employment arrangements with any
of its executive officers. General Motors provides, beginning on page 15 of the
Proxy Statement, extensive information regarding the compensation of its five
highest-paid executive officers on the basis established by the Securities and
Exchange Commission (SEC) in its proxy rules. The SEC's disclosure rules have
been extensively reviewed and commented on by institutional and individual
investors. We believe that the proxy rules requiring disclosure of the top five
highest paid executives and requiring clearer and more extensive information on
all elements of compensation paid to these executive officers via the use of
tables provide stockholders with a fair and accurate overview of the levels of
compensation paid to the management of the Corporation, as well as an
understanding of the overall philosophy according to which the incentive plans
are administered. The proposal would impose disclosure requirements on the
Corporation that go beyond those prescribed by the SEC for all companies, and
the Executive Compensation Committee believes that the provision of any further
information regarding the compensation paid to executive officers would not
materially assist stockholders in making voting and investment decisions.
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.
ITEM NO. 4
Robert D. Morse, 212 Highland Avenue, Moorestown, NJ 08057, owner of 600
shares of Common Stock, has given notice that he intends to present for action
at the annual meeting the following resolution:
"I propose that the Officers and Directors consider the discontinuance of
all bonuses immediately, and options, rights, SAR's, etc. after termination of
any existing programs for top management.
"This does not include any programs for employees.
"Reasons:
"Management and Directors are compensated enough to buy on open
market, just as you and I, if they are motivated.
"Management is already well paid with base pay, life insurance,
retirement plans, paid vacations, free use of vehicles, etc.
25
<PAGE>
"Options, rights, SAR;s, etc. are available elsewhere, and a higher
offer would induce transfers, not necessarily `hold and retain' qualified
persons.
"Comparison with `peer groups', [other similar companies] pay is
unfair, as other management could be better or worse. Would they also
accept mistakes of others?
" `Align management with shareowners' is a repeated ploy or `line' to
lull us as to continually increasing their take of our assets. Do we get
any purchase options at previous rates?
"Please vote YES for this proposal and place an `X-Against All', for
#1 proposal on line for `except' director nominees, until they stop this
practice.
"If officers filled out a daily work sheet, what would the output
show?"
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
In 1997, the Executive Compensation Committee undertook a detailed review
of the salaries and incentive awards, including stock options, paid to GM
executives. Following this review, the incentive program was submitted to the
1997 annual meeting where it was overwhelmingly approved by stockholders. The
results of this review are reflected in the Report of the Executive Compensation
Committee on Executive Compensation commencing on page 10. Basically, GM's
philosophy is to provide a competitive level of base salary and, at the same
time, provide executives with the opportunity to realize meaningful rewards
through granting of stock options and payment of incentives, when the
Corporation's performance so justifies.
The use of stock options as an executive compensation vehicle is a
generally accepted practice and aligns the interests of GM executives more
closely with those of stockholders by providing executives with an opportunity
for financial reward which is directly linked to the value of GM stock. In
recent years, GM's stockholders and executives have benefited together from
improvements in GM's financial performance as reflected in GM's stock prices.
With respect to options and rights, the Corporation does not grant rights to any
executives and SARs have not been granted since 1986. In fact, SARs are no
longer permissible under GM's current incentive plans.
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.
ITEM NO. 5
The Community of the Sisters of St. Dominic of Caldwell, NJ, 52 Old
Swartswood Station Road, Newton, NJ 07860, owners of 100 shares of GM Common
Stock, and other filers have given notice that they intend to present for action
at the annual meeting the following resolution:
26
<PAGE>
"GLOBAL WARMING
"WHEREAS:
"The overwhelming majority of independent, peer-reviewed atmospheric
scientists agree that global warming is not hypothetical but a real, existing
problem posing serious challenges for modern civilization;
"The Intergovernmental Panel on Climate Change (IPCC), composed of more
than 2000 scientists nominated and reviewed by governments, warns that global
warming caused by burning fossil fuels and emitting greenhouse gases is already
under way;
"The impacts of global warming on our public health and welfare include
increased occurrence of extreme weather events, sea-level rises, increased
spread of infectious diseases, and more frequent and deadly heat waves like the
summer of 1998 which was linked to more than 150 deaths in Texas alone.
"WE BELIEVE:
"It will cost U.S. taxpayers billions of dollars to combat the impacts of
global warming. So far, our company has not lived up to its responsibility as a
producer of the pollution which causes global warming. In order to leave the
children of the world a safe and healthy environment, and protect threatened
plants and animals, it is time for General Motors to lead by example. A variety
of companies including Toyota, British Petroleum, 3M, Enron and others have
stated that they `accept the views of most scientists that enough is known about
the science and environmental impacts of climate change for us to take actions
to address its consequences.' These companies are preparing for the future now
by taking the concrete steps necessary to assess their opportunities for
reducing the amount of carbon pollution they produce. Failing to rise to the
challenge set by these industry leaders will hurt our company's competitiveness
and cost our shareholders increasing amounts of money.
"RESOLVED: that the shareholders of General Motors request that the Board of
Directors report (at reasonable costs and omitting proprietary information), to
shareholders by August 1999, on the greenhouse gas emissions from our company's
own operations and products, including (with dollar amounts where relevant) (i)
what our company is doing in research and/or action to reduce those emissions
and ameliorate the problem, (ii) the financial exposure of our company and its
shareholders due to the likely costs of reducing those emissions and potential
liability for damages associated with climate change, and (iii) actions by our
company, or by the industry associations to which it pays dues, promoting the
view that the issue of climate change is exaggerated, not real, or that global
warming may be beneficial.
"SUPPORTING STATEMENT
"We believe that General Motors is exposing its shareholders to financial risk
by continuing to produce unnecessary amounts of the pollution which causes
global warming, even as the problem of climate change becomes more severe, more
widely understood, and more likely to lead to legislation that will penalize
excessive carbon polluters. Furthermore, we believe that our company is
incurring costs for advertising and lobbying to suggest that the problem of
global warming is exaggerated, not real, or too costly to deal with; and thus
using our prestige and influence to delay any lessening of climate change."
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THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
GM recognizes the significant challenges presented by the global climate
issue and appreciates that GM, along with other global entities, must take
action to address it. The Corporation has a commitment to protecting human
health, natural resources, and the global environment. This commitment is
expressed in the GM Environmental Principles, which were approved by the GM
Board of Directors in 1991, and apply to our operations and products worldwide.
These principles provide a disciplined framework for all our employees regarding
GM's environmental direction and reflect GM's long-standing commitment to
environmental stewardship. Information about specific GM initiatives that
demonstrate this commitment can be found in the reports referenced below.
The GM Environmental, Health and Safety Report, which is published
annually, contains comprehensive environmental performance data, including
greenhouse gas emissions. The 1997 report follows the Coalition for
Environmentally Responsible Economies (CERES) report protocol, which is a
standardized format for environmental disclosure. CERES, a non-profit membership
organization, is a diverse coalition composed of leading environmental
organizations and leaders in the investment community. The GM Environmental,
Health and Safety Report is publicly available and can be obtained from the
Secretary or can be found on the Internet at www.gm.com/ehsreport.
GM also submits a voluntary report on annual greenhouse gas emissions and
emission reductions to the U.S. Department of Energy. This report is made in
accordance with the Department of Energy's Voluntary Reporting of Greenhouse Gas
Emissions under Section 1605(b) of the Energy Policy Act of 1992. GM was the
first vehicle manufacturer to make this submittal and has participated in this
program since its inception. The report, which is publicly available,
demonstrates the progress that GM is making in reducing greenhouse gas
emissions. GM has also received recognition for these efforts. On November 17,
1998, GM was one of 17 manufacturers--and the only automobile manufacturer--to
receive the Climate Wise Partner Achievement Award. This Award was the first
ever by the U.S. EPA to ". . . recognize outstanding innovation, leadership,
results and planning in reducing greenhouse gas emissions . . . ."
GM participates in groups with diverse perspectives to promote
understanding and to find common ground on sound public policy approaches. For
example, GM is a member of the Climate Task Force of the President's Council on
Sustainable Development (PCSD), which is working constructively to build
consensus among industry, environmental, citizen, and state and local leaders.
In another cooperative initiative, GM, the World Resources Institute, and other
major global companies announced the results of their collaborative study called
"Safe Climate Sound Business" on October 22, 1998. The study concluded that
potential climate change is cause for concern and that precautionary action is
justified for business, governments, and environmental organizations.
At GM, we believe that technology development is key to addressing the
global climate issue, and we are working on new technologies that will enable us
to meet customer demands and environmental goals. A few of these initiatives
include the following:
* GM is pursuing the development and implementation of new technologies to
increase the fuel economy of our vehicles, thus reducing greenhouse gas
emissions. Since 1974, we have improved the average fuel economy of
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new passenger cars and light trucks in the U.S. by approximately 130% and
75%, respectively, with similar improvements in our European vehicles.
* GM currently has available to the public two electric vehicles that emit
no greenhouse gases, the EV1 and the S10 electric pickup truck. GM is
continuing the development of electric vehicles, addressing both the
technology and market challenges associated with these zero-emission
vehicles.
* In January 1998, GM unveiled four advanced technology concept vehicles,
including a compressed natural gas version of the EV1, two hybrid
propulsion system cars, and a fuel cell-powered vehicle. The major
investments in these initiatives demonstrate GM's efforts to explore all
potential solutions to the global climate issue.
* GM has joined with the Federal government and other auto manufacturers in
the Partnership for a New Generation of Vehicles (PNGV). This project is
a collaborative effort to reach for a "supercar" by early in the next
century. We participate in a similar effort in Europe called EUCAR.
* GM is also working with major oil companies to develop cleaner fuels for
the current fleet of vehicles as well as advanced technology vehicles.
GM has concluded that there is enough evidence linking global climate
change to man-made greenhouse gases to have cause for concern, and we've said
so. Having said so, we accept certain responsibilities with respect to our
products and manufacturing processes. However, if we act precipitously, the
economic costs could go well beyond most people's ability to pay regardless of
their commitment to the environment. GM is working toward solutions that both
meet market demands and protect the environment. We must be judicious in our
actions to ensure that we have identified the most viable technological
solutions without disrupting the economic foundation necessary for this
development work to continue.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 5. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
ITEM NO. 6
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, Margaret R. Gilbert and John J. Gilbert, co-trustees under the
will of Samuel Rosenthal, owners of 200 shares of Common Stock, and both
representing additional family ownership of 133 shares of 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.
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"REASONS
"Continued very strong support along the lines we suggest were shown at the last
annual meeting when 28.6%, 42,612 owners of 141,501,553 shares, were cast in
favor of this proposal. The vote against included 78,298 unmarked proxies.
"California law requires that unless stockholders have voted not to have
cumulative voting they will have it. Ohio has the same provision.
"The National Bank Act provides for cumulative voting. Companies get around it
by forming holding companies without cumulative voting. Banking and other
authorities should question the capability of directors to be on boards. In many
cases authorities come in after and say the director or directors were not
qualified. We were delighted to see the SEC has finally taken action to prevent
bad directors from being on boards of public companies. The SEC should have more
hearings to prevent such persons becoming directors before they harm investors.
"The recent banking failures throughout the world shows the importance of
cumulative voting to get better directors on the board.
"Many successful corporations have cumulative voting. Pennzoil defeated Texaco
in that famous case. Texaco's recent problems might have been prevented with
cumulative voting, which would get directors on the board to help prevent such
things. Ingersoll-Rand won two awards having cumulative voting.
"Another good example is Union Pacific, having troubles with freight shipments
which were backed up for months. The merger with Southern Pacific was the
excuse. Two years ago, Union Pacific took away cumulative voting.
"Lockheed-Martin, as well as VWR Corporation have a provision that if anyone has
40% or more of the shares cumulative voting applies.
"In 1995 American Premier adopted cumulative voting. Alleghany Power System
tried to take away cumulative voting but the stockholders defeated it, showing
stockholders are interested in their rights. Very successful Hewlett Packard has
cumulative voting.
"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:
The Board of Directors believes that cumulative voting would have the
potential to weaken effective Board functioning in at least two respects. First,
cumulative voting 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. Second, it is the Board's duty
to represent all of the stockholders. To do so, each Director must feel a
responsibility toward all the stockholders, without any special loyalty to any
one group. 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 in the
interests of all stockholders. At General Motors, all of our stockholders are
minority owners, although some stockholders have more extensive holdings than
others. The Board does
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not believe that some minority of stockholders should be advantaged--or
disadvantaged--compared with all other stockholders.
A similar proposal for cumulative voting was rejected by General Motors
stockholders at the 1998 meeting and on fourteen other occasions. The
possibility of factionalism that cumulative voting presents has led to a trend
against its adoption. Many companies have eliminated cumulative voting over the
years. Overall, its presence has declined. The State of California, considered
among the most protective of stockholder interests, amended its state laws to
permit corporations to repeal cumulative voting in 1989. In supporting the
change, the Committee on Corporations of the Business Law Section of the State
Bar of California argued:
"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. Twelve of General Motors' 15 Board members are
independent, non-employee directors and all candidates are nominated for the
Board by General Motors' Committee on Director Affairs which consists entirely
of independent directors. This guarantees the continued independence of the
Board in representing all of the 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.
ITEM NO. 7
Ray T. Chevedden and Veronica G. Chevedden, 5965 S. Citrus, Los Angeles, CA
90043, owners of 2,000 shares of Common Stock have given notice that they intend
to present for action at the annual meeting the following resolution:
"RESOLVED:
"LIMIT THE EXCESSIVE NUMBER OF OUTSIDE BOARD SEATS HELD BY GM DIRECTORS.
"General Motors shareholders request the Board of Directors take all necessary
steps to enact this resolution today. This includes the requirement that
changing these limits on outside board seats can be instituted only with a
majority shareholder vote as a separate issue."
"This board limit is the standard issued by the National Association of
Corporate Directors;
"1) Employed directors should sit on no more than 3 boards.
"2) Retired directors should sit on no more than 6 boards.
"This limit was the result of the National Association of Corporate
Directors blue-ribbon study on board professionalism.
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"This limit responds to a key point in the Business Week December 8, 1997
cover story `The Best & the Worst Boards:'
"GM's Ann McLaughlin has 13 board seats--stretched too thin?
"GM shareholders cannot afford an overextended board when these challenges
face the company:
"GM shares remain among the most under-appreciated in the stock market. Since
1965 GM's market value has increased by just 50% while the Dow is up 10-times.
Barrons May 11, 1998
"Investors implicitly value GM's car and truck making side as worthless or even
a liability.
The Economist Oct. 10, 1998
"The GM-owned PanAmSat said a critical subsystem on its Hughes-built Galaxy VII
satellite was impaired. This was 6 weeks after a failure on another Hughes
satellite crippled pager service throughout the U.S. for several days.
New York Times July 3, 1998
"The failure and total loss of a $100-million Hughes HS 601 satellite in May is
followed by serious malfunctions on 3 other HS 601 satellites.
Aviation Week July 13, 1998
"The Pentagon found U.S. security had been damaged by GM-Hughes giving rocket
guidance data to Chinese officials. The Justice Department opened a criminal
investigation.
New York Times April 15, 1998
"C. Michael Armstrong, former head of Hughes, criticized by Senate Republicans
for aggressively lobbying President Clinton to lift sanctions imposed on China
for selling M-11 missile technology to Pakistan.
Aviation Week August 3, 1998
"Senators accused C. Michael Armstrong of lobbying President Clinton too
aggressively and acting as unofficial envoy between China and the U.S. to lift
sanctions against China. American corporations should not serve as mini-State
Departments, said Senator Fred Thompson as he scolded Mr. Armstrong.
New York Times July 30, 1998
"GM spent maybe $400 million on the EV-1 electric car, the greatest single
automotive product disaster of all time--fewer than 500 delivered.
Forbes Sept. 21, 1998
"The EV-1 electric car has flopped in the showrooms and, to add insult to
unsalability, has done little to lift GM's standing with environmentalists.
Fortune Aug. 3, 1998
"GM sees $3 billion charge for plant closings.
Los Angeles Times Nov. 12, 1998
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"GM will take a $300 million Delphi charge in the 4th quarter and a $560 million
year-2000 charge.
Wall Street Journal Nov. 17, 1998
"GM Class H Shareholders sued GM for cheating them out of the 20% premium they
were promised if GM sold part of Hughes Electronics. [The lawsuit continues
unresolved]
Detroit News Feb. 25, 1997
"GM eliminated a 25-cent-a-share dividend on GM-H stock. In contrast 3M
announced its 40th consecutive annual dividend boost.
Barrons Feb. 16, 1998
"To encourage the GM board to give greater attention to these issues:
"LIMIT BOARD MEMBERSHIPS
"YES ON 7"
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
The Board believes that each General Motors director is fully committed to
doing whatever is necessary, including spending sufficient time, to fulfill his
or her fiduciary obligations to its stockholders.
GM Board's Corporate Governance Guideline concerning Board membership
criteria (No. 1) makes the Board's Committee on Director Affairs responsible for
annually reviewing with the Board the appropriate skills and characteristics
required of Directors in the context of the current make-up of the Board. This
review considers issues of diversity, age, skills such as understanding of
manufacturing technologies, international background, etc. -- to determine the
current needs of the Board. In addition, before recommending Director candidates
to the Board, the Committee examines each individual's ability to devote the
time required to be an effective representative of the stockholders. This review
includes evaluating the demands on the potential nominees' time from present
employment as well as service on other boards. The Committee recommends only
those candidates fully able to meet the necessary commitment to GM and its
stockholders. In addition, under the GM Board's Corporate Governance Guideline
No. 10, independent Directors must advise the Chairman of the Board and the
Chairman of the Committee on Director Affairs in advance of accepting an
invitation to serve on another board.
Finally, the Board believes that the experience Directors gain by serving
on other boards is an asset, not a liability, to General Motors. Further, by
limiting the number of other corporations' boards on which a GM Director can
serve, this proposal would limit the pool of candidates who could serve on the
Board and could reduce the diversity of experience of members of the Board.
Moreover, General Motors and its stockholders could lose the experience and
knowledge of valuable Directors if they fail to resign from a requisite number
of other boards. The Corporation and its stockholders are best served through
the Board and the Committee on Director Affairs continuing to consider each
person's ability to devote sufficient time to Board matters on an individual
basis rather than according to an arbitrary, inflexible rule.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 7. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
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ITEM NO. 8
John Chevedden, 2215 Nelson Ave., No. 205, Redondo Beach, CA 90278, owner
of 50 shares of Common Stock, has given notice that he intends to present for
action at the annual meeting the following resolution:
"RESOLVED:
"SHAREHOLDERS RECOMMEND THE BOARD NOMINATE, AS A MATTER OF ROUTINE, AN EMPLOYEE
DIRECTOR, CHOSEN FROM ONE OF THE COMPANY'S RECOGNIZED LABOR UNIONS, AT LABOR'S
DISCRETION. GM shareholders request the Board of Directors take all necessary
steps to enact this resolution today.
"SUPPORTING STATEMENT:
"Labor relations is arguably the key issue confronting GM today, particularly
with the GM's upcoming 1999 UAW contract negotiations:
"Since 1996, GM has lost $2.9 billion because of strikes.
Wall Street Journal July 2, 1998
"The latest strike cost GM an added $3 billion in after-tax profits.
Value Line Sept. 11, 1998
"GM must have the worst labor record in American industry. Yet vice president of
labor relations Gerald Knechtel, who has been in office since 1992, seems to
have more job security than a tenured professor.
Fortune Aug. 3, 1998
"Yet the GM response to reducing labor costs is flawed:
"* GM has come up with a plan to build new `lean' factories, a scheme observers
find bewildering. The plan ignores the fact that a trained, motivated workers
can boost productivity more than new plants and equipment.
"* Worse, GM's reliance on technology sounds eerily like former CEO Roger
Smith's failed plan in the early 1980s to fill plants with robots.
Fortune Sept. 7, 1998
"* The prototype for the new GM factory is being built in Brazil, but it isn't
in production yet nor a proven success. Chrysler and Ford make record profits
in the U.S. without wildly experimenting with untried manufacturing
techniques.
"* In GM's plans for new factories, lower costs are the key--nothing about
better design or better technology.
Forbes Sept. 21, 1998
"* As the strike dragged on, chairman Smith came under harsh criticism. Both
Fortune and Business Week called for GM's board to replace Smith.
Newsweek Aug. 10, 1998
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"While GM has one of the worst labor relations, Ford and Chrysler have a
far better relationship with the labor.
"* Chrysler's Dennis Pawley, one of its 6 executive vice presidents, is a top
auto executive who worked his way up from the factory floor and is well known
among union leaders as a result.
New York Times June 19, 1998
"There is a need for direct communication from the shop floor to the
boardroom.
"As employees, stockholders and customers of GM, the workers' perspective
on the competitive operation of GM is a resource that the Board should welcome.
There is a need for direct communication from the shop floor to the boardroom.
"Companies such as Chrysler, United Airlines, and Northwest Airlines have
benefited from boards that include employee/union members. This action will
serve as a source of significant value to ensure GM's future success. Since
boards typically include members cognizant of various constituents, such as
suppliers, customers, economics, academia and politics, it behooves the board to
include directors finely tuned to the challenges facing the workforce in making
GM's business more competitive.
"To encourage labor cooperation that is competitive with other auto companies:
"VOTE FOR EMPLOYEE DIRECTORS
"YES ON 8"
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
The Committee on Director Affairs of the General Motors Board of Directors
has responsibility to conduct continuing studies of the size, composition and
mix of expertise, experience and viewpoints of the Board and make
recommendations as to candidates for membership.
The Board believes that it is each Director's responsibility and duty to
represent all of the stockholders. To do so, each Director must feel a
responsibility toward all the stockholders, without any special loyalty to any
one group. In this regard, the Board notes the position of Teachers Insurance
Annuity Association-College Retirement Equities Fund (TIAA-CREF), the largest
U.S. pension fund (private or public): "Each director should represent all
shareholders; therefore, TIAA-CREF opposes the nomination of specific
representational directors. . . ." TIAA-CREF, Policy Statement on Corporate
Governance (October 1997).
The Board also believes that a Director who is nominated for the distinct
purpose of providing employee representation would face inherent conflicts
concerning the sometimes differing interests of employee constituents and
stockholders.
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In the Board's view, the interests of stockholders as a whole are best
served when the Committee on Director Affairs is able to exercise discretion to
consider potential qualified candidates who will bring broad experience, skills
and perspectives to bear on GM's effort to achieve continued business success
and increase stockholder value.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 8. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
ITEM NO. 9
Frank Henderson, 5338 Garth Ave., Los Angeles, CA 90056, owner of 100
shares of Class H Common Stock, has given notice that he intends to present for
action at the annual meeting the following resolution:
"RESOLVED:
"ONLY INDEPENDENT DIRECTORS ARE ELIGIBLE FOR KEY BOARD COMMITTEES.
GM shareholders request the Board of Directors take all necessary steps to enact
this resolution today. Independence includes no additional links to GM, no
additional links to other directors and a stake in GM. The Key Committees are:
"* Nominating
"* Compensation
"* Audit
"SUPPORTING STATEMENT
"CalPERS, a $100 billion institutional investor, said it is fundamental that the
key compensation and nomination committees consist ENTIRELY of independent
directors.
"The standard for director independence makes ineligible:
"* Interlocking directors
"* Directors with more than 12 years service on the board
"* Directors affiliated with companies that do significant business with GM or
get an extra GM paycheck
"* Directors with less than 2,500 shares of stock
"Non-independent GM directors are still eligible for service outside of
key committees.
"This requirement would make the following directors ineligible for Key
Board Committees:
"1) Interlocking cross-directors:
Interlocking Directors Company
--------------------------------------------- ----------------------
McLaughlin* & Fisher American Airlines
McLaughlin,* Marriott & Pearce Marriott
McLaughlin* & Wyman Aspen Institute
Bryan & Fisher First Chicago
Fisher & Wyman AT&T
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"* Note the 3 cross-directorship for overextended director Ms. McLaughlin (11
board seats).
"* Corporate governance experts say cross-directors tend to look out for each
others' interest, rather than those of shareholders.
Business Week March 9, 1998
"2) Directors with more than 12 years service on the board:
Fisher III 27-year director term
Smale 17-year director term
"* 'To allow fresh ideas' the National Association of Corporate Directors
guidelines said: Consider limits on length of director service to 10-15
years.
"* CalPERS has argued that board members who stay on for a decade or more
should no longer be considered independent.
Business Week Sept. 15, 1997
"3) Directors affiliated with companies that do significant business
with GM.
Marriott Marriott Hotels
McLaughlin Aspen Institute
Smale $200,000 extra GM paycheck
"* It is a clear conflict of interest and divided loyalty when a director
could use his position on the GM Board to generate business for another
company.
"* It gives a conflicting example to GM employees.
"4) Own less than 2,500 shares of stock (beneficially):
Sullivan 100 shares (per 1998 GM proxy)
Everhart 400 shares
Marriott 1000 shares
Wyman 1000 shares
Bryan 2000 shares
"* AT&T CEO Michael Armstrong requires directors to invest in AT&T's
performance.
"* Directors required to raise their stock holdings to 8,000 shares each.
USA Today Dec. 19, 1997
"These are key issues that deserve proactive and objective attention from
independent directors with a stake in GM:
"* GM estimates the 8-week strike cost it $3 billion.
New York Times July 31, 1998
"* No one won during this strike. But General Motors lost. And it lost more
than just the $3-billion of its shareholders' money.
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"* Let's hope this is the beginning of a solution. Otherwise, we're going to
see a real blood-bath next year at contract time.
Automotive News Aug. 3, 1998
"* GM suffered through 12 strikes in the past several years that have cost
$2.9 billion.
Fortune Aug. 3, 1998
"* GM-Hughes accused of illegally helping the Chinese develop ballistic
missiles that can hit the U.S.
Insight on the News May 4, 1998
"* 80% of 50 million pagers lost service after a GM-Hughes satellite spun out
of control.
New York Times May 22, 1998
"* A plan for new assembly plants at $500 million each is typical of GM's
approach of throwing money at productivity problems that partly reflect
management problems.
New York Times Aug. 9, 1998
"To enact independent Board oversight vote for:
"INDEPENDENT DIRECTORS ON KEY BOARD COMMITTEES
"YES ON 9"
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
The Board of Directors has been, and continues to be, a strong proponent of
board independence. The Board, as nominated, will be comprised of 15 directors,
12 of whom are independent under Section 2.12 of the General Motors By-laws.
That Section of the By-laws provides that a majority of the Board's nominees for
director for each year must be "independent." The definition of "independent" is
substantially the same as the definition used by major pension funds, including
the definition that the CalPERS Core Principles and Guidelines (April 1998)
suggest. The GM By-law reads:
"[A] director who: (i) is not and has not been employed by the corporation
or its subsidiaries in an executive capacity within the five years
immediately prior to the annual meeting at which the nominees of the board
of directors will be voted upon; (ii) is not (and is not affiliated with a
company or firm that is) a significant advisor or consultant to the
corporation or its subsidiaries; (iii) is not affiliated with a significant
customer or supplier of the corporation or its subsidiaries; (iv) does not
have significant personal services contract(s) with the corporation or its
subsidiaries; (v) is not affiliated with a tax-exempt entity that receives
significant contributions from the corporation or its subsidiaries; and
(vi) is not a spouse, parent, sibling or child of any person described by
(i) through (v)."
The Board of Directors consists of seven standing committees, with six of
the committees wholly comprised of independent directors as defined by GM's
By-laws. This includes the Committee on Director Affairs (Nominating), the
Executive Compensation Committee and the Audit Committee. Of the total 41
committee memberships on the seven
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standing committees, 40 are considered independent. The Chairman and Chief
Executive Officer serves as a member of Investment Funds Committee.
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL,
ITEM NO. 9. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
EXPENSES OF SOLICITATION
The Corporation will pay the cost of this solicitation of proxies. 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 not receive any additional compensation for such services. In
addition, General Motors has retained 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 gives the Proxy Committee discretionary authority to
vote your shares in accordance with its best judgment with respect to all
additional matters which might come before the annual meeting. In addition to
the scheduled items of business, the meeting may consider stockholder proposals
omitted from the Proxy Statement and form of proxy pursuant to the Proxy Rules
of the Securities and Exchange Commission and matters related to the conduct of
the meeting. At the time this Proxy Statement went to press, the Board of
Directors was not aware of any such matter which would be presented for action
at the meeting.
IF YOU ARE GOING TO VOTE BY MAIL, WE ENCOURAGE YOU TO SPECIFY YOUR CHOICES
BY MARKING THE APPROPRIATE BOXES ON THE ENCLOSED PROXY CARD. HOWEVER, YOU DO NOT
NEED TO MARK ANY BOXES IF YOU WISH TO VOTE ACCORDING TO THE BOARD OF DIRECTORS'
RECOMMENDATIONS; JUST SIGN, DATE AND RETURN THE PROXY IN THE ENCLOSED ENVELOPE.
IF YOU ARE GOING TO VOTE BY TELEPHONE OR THE INTERNET, SIMPLY FOLLOW THE
INSTRUCTIONS ON THE ENCLOSED FORM. THANK YOU FOR YOUR COOPERATION AND YOUR
PROMPT RESPONSE.
By order of the Board of Directors,
NANCY E. POLIS, Secretary
April 20, 1999
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- ------------------------------------------------
RESULTS OF THE ANNUAL MEETING
The results of the voting at the annual
meeting will be provided to all stockholders.
To obtain a transcript of the meeting,
stockholders should write to General Motors
Corporation, Mail Code 482-111-238, General
Motors Building, Detroit, Michigan 48202.
- ------------------------------------------------
- ------------------------------------------------
ENVIRONMENTAL, HEALTH & SAFETY REPORT
If you would like a copy of the General
Motors Environmental, Health & Safety Report,
you may obtain it by writing to General
Motors Corporation, Mail Code 482-111-239,
General Motors Building, Detroit, Michigan
48202 or on GM's Internet site,
www.gm.com/ehsreport. This report provides
information on the environmental aspects of
GM's products and operations.
- ------------------------------------------------
- ------------------------------------------------
IMPORTANT!
If you are going to vote by mail, you are
encouraged to specify your choices by marking
the appropriate boxes on the enclosed proxy.
However, if you wish to vote in accordance
with the Board of Directors' recommendations,
it is not necessary to mark any boxes. Merely
sign, date and return the proxy in the
enclosed envelope.
- -----------------------------------------------
Printed on recycled paper
[GM LOGO]
<PAGE>
GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
HOTEL DU PONT, 11TH & MARKET STREETS, WILMINGTON, DELAWARE
MONDAY, JUNE 7, 1999, 9:30 A.M. LOCAL TIME
The undersigned authorizes John F. Smith, Jr., Harry J. Pearce, G. Richard
Wagoner, Jr., and J. Michael Losh and each of them as the Proxy Committee, to
vote the COMMON STOCK AND CLASS H COMMON STOCK of the undersigned upon the
nominees for Director (P. N. Barnevik, J. H. Bryan, T. E. Everhart,
C. T. Fisher III, G. M. C. Fisher, K. Katen, J. W. Marriott, Jr.,
A. D. McLaughlin, H. J. Pearce, E. Pfeiffer, J. G. Smale, J. F. Smith, Jr.,
L. W. Sullivan, G. Richard Wagoner, Jr., and D. Weatherstone), upon the other
Items shown on the reverse side, which are described on the pages identified in
the Table of Contents to the Proxy Statement (page i), and upon all other
matters which may come before the 1999 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 plans of General Motors and its subsidiaries as described in
the Proxy Statement. IF YOUR REGISTRATIONS ARE NOT IDENTICAL, YOU MAY RECEIVE
MORE THAN ONE SET OF PROXY MATERIALS. PLEASE SIGN AND RETURN ALL CARDS YOU
RECEIVE.
TO VOTE BY TELEPHONE / INTERNET -- SEE ENCLOSED INSTRUCTIONS.
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.
---------------
SEE REVERSE
SIDE
---------------
<PAGE>
PLEASE MARK
/X/ YOUR VOTE
WITH AN X.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-2 AND "AGAINST" ITEMS 3-9
This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice
is specified.
FOR WITHHELD
1. Election of Directors / / / /
----------------------------------------
For, except vote withheld from the above
nominee(s):
FOR AGAINST ABSTAIN
2. Ratify selection / / / / / /
of Independent
Accountants
THIS PROXY/ VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF COMMON STOCK
AND CLASS H COMMON STOCK.
- --------------------------------------------------------------------------------
TO VOTE BY TELEPHONE / INTERNET -- SEE INSTRUCTIONS.
This proxy/voting instruction card will be voted
"AGAINST" Items 3-9 if no choice is specified.
FOR AGAINST ABSTAIN
3. Stockholder / / / / / /
proposal on
compensation
disclosure
4. Stockholder / / / / / /
proposal to
discontinue
incentive awards
5. Stockholder / / / / / /
proposal
on greenhouse
gas emissions
6. Stockholder / / / / / /
proposal on
cumulative voting
7. Stockholder / / / / / /
proposal to
limit board
memberships
8. Stockholder / / / / / /
proposal on
nominating a Board
candidate
9. Stockholder / / / / / /
proposal on
independent
directors on key
Board committees
- -------------------------------------------------------------------------------
SIGNATURE(S) DATE
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.
<PAGE>
GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD COMMON
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
HOTEL DU PONT, 11TH & MARKET STREETS, WILMINGTON, DELAWARE
MONDAY, JUNE 7, 1999, 9:30 A.M. LOCAL TIME
The undersigned authorizes John F. Smith, Jr., Harry J. Pearce, G. Richard
Wagoner, Jr., and J. Michael Losh and each of them as the Proxy Committee, to
vote the COMMON STOCK of the undersigned upon the nominees for Director
(P. N. Barnevik, J. H. Bryan, T. E. Everhart, C. T. Fisher III,
G. M. C. Fisher, K. Katen, J. W. Marriott, Jr., A. D. McLaughlin,
H. J. Pearce, E. Pfeiffer, J. G. Smale, J. F. Smith, Jr., L. W. Sullivan,
G. Richard Wagoner, Jr., and D. Weatherstone), upon the other Items shown on the
reverse side, which are described on the pages identified in the Table of
Contents to the Proxy Statement (page i), and upon all other matters which may
come before the 1999 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 plans of General Motors and its subsidiaries as described in
the Proxy Statement. IF YOUR 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.
---------------
SEE REVERSE
SIDE
---------------
<PAGE>
PLEASE MARK COMMON
/X/ YOUR VOTE
WITH AN X.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-2 AND "AGAINST" ITEMS 3-9
This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice
is specified.
FOR WITHHELD
1. Election of Directors / / / /
----------------------------------------
For, except vote withheld from the above
nominee(s):
FOR AGAINST ABSTAIN
2. Ratify selection / / / / / /
of Independent
Accountants
THIS PROXY/ VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF COMMON STOCK.
This proxy/voting instruction card will be voted
"AGAINST" Items 3-9 if no choice is specified.
FOR AGAINST ABSTAIN
3. Stockholder / / / / / /
proposal on
compensation
disclosure
4. Stockholder / / / / / /
proposal to
discontinue
incentive awards
5. Stockholder / / / / / /
proposal
on greenhouse
gas emissions
6. Stockholder / / / / / /
proposal on
cumulative voting
7. Stockholder / / / / / /
proposal to
limit board
memberships
8. Stockholder / / / / / /
proposal on
nominating a Board
candidate
9. Stockholder / / / / / /
proposal on
independent
directors on key
Board committees
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 ______________
<PAGE>
GM GENERAL MOTORS CORPORATION
- ---- PROXY/VOTING INSTRUCTION CARD CLASS H
PROXY SOLICITED BY BOARD OF DIRECTORS FOR ANNUAL MEETING OF STOCKHOLDERS
HOTEL DU PONT, 11TH & MARKET STREETS, WILMINGTON, DELAWARE
MONDAY, JUNE 7, 1999, 9:30 A.M. LOCAL TIME
The undersigned authorizes John F. Smith, Jr., Harry J. Pearce, G. Richard
Wagoner, Jr., and J. Michael Losh and each of them as the Proxy Committee, to
vote the CLASS H COMMON STOCK of the undersigned upon the nominees for Director
(P. N. Barnevik, J. H. Bryan, T. E. Everhart, C. T. Fisher III, G. M. C.
Fisher, K. Katen, J. W. Marriott, Jr., A. D. McLaughlin, H. J. Pearce, E.
Pfeiffer, J. G. Smale, J. F. Smith, Jr., L. W. Sullivan, G. Richard Wagoner,
Jr., and D. Weatherstone), upon the other Items shown on the reverse side,
which are described on the pages identified in the Table of Contents to the
Proxy Statement (page i), and upon all other matters which may come before the
1999 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 plans of General Motors and its subsidiaries as described in
the Proxy Statement. IF YOUR 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.
---------------
SEE REVERSE
SIDE
---------------
<PAGE>
PLEASE MARK CLASS H
/X/ YOUR VOTE
WITH AN X.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" ITEMS 1-2 AND "AGAINST" ITEMS 3-9
This proxy/voting instruction card will be voted "FOR" Items 1-2 if no choice
is specified.
FOR WITHHELD
1. Election of Directors / / / /
----------------------------------------
For, except vote withheld from the above
nominee(s):
FOR AGAINST ABSTAIN
2. Ratify selection / / / / / /
of Independent
Accountants
THIS PROXY/ VOTING INSTRUCTION CARD REPRESENTS YOUR HOLDINGS OF CLASS H
COMMON STOCK.
This proxy/voting instruction card will be voted
"AGAINST" Items 3-9 if no choice is specified.
FOR AGAINST ABSTAIN
3. Stockholder / / / / / /
proposal on
compensation
disclosure
4. Stockholder / / / / / /
proposal to
discontinue
incentive awards
5. Stockholder / / / / / /
proposal
on greenhouse
gas emissions
6. Stockholder / / / / / /
proposal on
cumulative voting
7. Stockholder / / / / / /
proposal to
limit board
memberships
8. Stockholder / / / / / /
proposal on
nominating a Board
candidate
9. Stockholder / / / / / /
proposal on
independent
directors on key
Board committees
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 ______________
<PAGE>
VOTE BY TELEPHONE OR INTERNET
YOUR TELEPHONE OR INTERNET VOTE AUTHORIZES THE NAMED PROXIES TO VOTE YOUR SHARES
IN THE SAME MANNER AS IF YOU MARKED, SIGNED AND RETURNED YOUR PROXY CARD.
VOTE BY TELEPHONE: THERE IS NO CHARGE TO YOU FOR THIS CALL
CALL TOLL FREE * ON A TOUCH-TONE TELEPHONE
1-877-779-8683 ANYTIME.
YOU WILL BE ASKED TO ENTER THE 14-DIGIT CONTROL
NUMBER LOCATED ABOVE YOUR NAME AND ADDRESS ON THE
PROXY/VOTING INSTRUCTION CARD AND THE LAST FOUR
DIGITS OF YOUR U.S. TAXPAYER IDENTIFICATION
(SOCIAL SECURITY) NUMBER.
OPTION A: To vote as the Board of Directors recommends on ALL
items, PRESS 1.
OPTION B: If you choose to vote on each item separately,
PRESS 2. You will hear these instructions:
ITEM 1: To vote FOR ALL nominees, PRESS 1; to
WITHHOLD FOR ALL nominees, PRESS 2.
To WITHHOLD FOR AN INDIVIDUAL nominee,
PRESS 3 and listen to the instructions.
NOMINEES: (01) P. N. Barnevik; (02) J. H. Bryan;
(03) T. E. Everhart; (04) C. T. Fisher III;
(05) G. M. C. Fisher; (06) K. Katen;
(07) J. W. Marriott, Jr.; (08) A. D. McLaughlin;
(09) H. J. Pearce; (10) E. Pfeiffer; (11) J. G. Smale;
(12) J. F. Smith, Jr.; (13) L. W. Sullivan;
(14) G. R. Wagoner, Jr.; (15) D. Weatherstone.
ITEM 2: To vote FOR, PRESS 1; AGAINST, PRESS 2;
ABSTAIN, PRESS 3. The instructions are
the same for all remaining items to be voted.
WHEN ASKED, YOU MUST CONFIRM YOUR VOTE BY PRESSING 1.
VOTE BY INTERNET: THE WEB ADDRESS IS HTTP://WWW.EPROXYVOTE.COM/GM
THANK YOU FOR VOTING
GM-EV-99
