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:
[X] Preliminary Proxy Statement
[ ] 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 6, 2000
Hotel du Pont
11th & Market Streets
Wilmington, Delaware
4000-PS-00
<PAGE>
GENERAL MOTORS CORPORATION
NOTICE OF ANNUAL MEETING
April 18, 2000
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 Tuesday, June 6,
2000, 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 13 directors;
ITEM NO. 2--to ratify the selection of independent public accountants for
2000;
ITEM NO. 3--to increase the number of authorized shares of Class H Common
Stock;
ITEMS NO. 4 THROUGH 9--to act upon 6 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 7, 2000, 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, 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 2000 annual meeting 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 2000 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 to request tickets. 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 admission tickets. To permit as many
stockholders as possible to participate, only stockholders or valid proxy
holders may speak at the meeting. If you have voted electronically and wish to
attend the meeting, please use the return envelope provided to order your
tickets, but do not enclose your proxy. Please include your return address so we
can mail the tickets to you. If you do not receive your tickets by mail, you may
request tickets at the door. 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. These meetings provide a less
formal way for you to discuss General Motors with top management. Information on
these meetings will be announced in Stockholder News. 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 Web site at
www.gm.com.
IF YOU 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, Jr.
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............................. 3
Report of the Executive Compensation Committee....................... 10
Executive Compensation Tables........................................ 15
Report of the Audit Committee........................................ 24
ITEM NO. 2-- Ratification of the selection of Deloitte & Touche
LLP as independent public accountants for the
year 2000............................................. 25
ITEM NO. 3-- Approval of amendment to the Certificate of
Incorporation of General Motors Corporation to
increase the number of authorized shares of Class H
Common Stock......................................... 25
ITEM NO. 4-- Stockholder proposal regarding disclosure of
executive officer compensation....................... 27
ITEM NO. 5-- Stockholder proposal to limit director pay........... 28
ITEM NO. 6-- Stockholder proposal to nominate at least two
candidates for each Board position................... 28
ITEM NO. 7-- Stockholder proposal to adopt a cumulative voting
policy............................................... 30
ITEM NO. 8-- Stockholder proposal regarding independent directors
on key Board committees.............................. 33
ITEM NO. 9-- Stockholder proposal regarding an independent
analysis of each item published in the proxy
statement............................................ 35
Expenses of Solicitation............................................ 37
Other Matters....................................................... 38
Exhibit A -- Text of the Audit Committee Charter.................... A-1
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 proposals 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 each year, 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 and 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 2001 Annual Meeting is December 20, 2000. Any proposals intended to be
presented at the 2001 meeting must be received by the Corporation on or before
that date. Please send proposals to the Secretary, General Motors Corporation,
300 Renaissance Center, P.O. Box 300, MC 482-C38-B71, Detroit, Michigan
48265-3000.
ii
<PAGE>
DIRECTORS
The Board of Directors held a total of nine meetings in 1999. It is
currently composed of 16 members. Charles T. Fisher III and John G. Smale are
not standing for reelection pursuant to the Director Retirement Policy. Ann D.
McLaughlin and Louis W. Sullivan are also not standing for reelection at their
request. If you elect all 13 nominees at the 2000 annual meeting, the Board will
be composed of 10 directors who have never been employed by General Motors and
three who are currently officers of the Corporation. Of the 13 nominees,
Nobuyuki Idei was elected a director since the last annual meeting, and Lloyd D.
Ward has not previously been a director 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 43 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 1999, average attendance at Board and Committee meetings
was 94%.
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, 300 Renaissance Center, P.O. Box 300, MC 482-C38-B71, Detroit,
Michigan 48265-3000.)
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 2001 Annual Meeting, such notice must be received between
December 7, 2000 and February 6, 2001.
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 are
not compensated as directors. 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.
Compensation paid to non-employee directors is as follows:
* Annual retainer -- $ 120,000 (a)
* Retainer for Committee chair -- $ 5,000
* Per diem for special services -- $ 1,000
iii
<PAGE>
(a) Under the General Motors Compensation Plan for Non-Employee Directors (the
"Plan"), non-employee directors are required to defer $60,000 of the above
annual retainer in restricted units of GM common stocks or stock options
valued at $60,000. In addition, under the Plan directors may also elect to
defer all or a portion of the remaining compensation in cash or units of GM
common stocks.
Restricted Stock Units under the Plan are credited with dividend
equivalents in the form of additional stock units of the same class. Amounts
deferred under the Plan are generally not available until after the director
retires from the Board at age 70. After the director leaves the Board, payment
under the Plan is 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 $300,000 annually. In this capacity he serves as an ex-officio member of
each of the standing committees of the Board. Pursuant to the director
retirement policy, Mr. Smale is not standing for reelection.
COMMITTEES OF THE BOARD OF DIRECTORS
AUDIT COMMITTEE met four times in 1999. 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.
All members of the Audit Committee are independent directors as defined by the
Corporation's By-laws and New York Stock Exchange rules.
<TABLE>
<S> <C> <C> <C>
Membership: Dennis Weatherstone (Chair) Ann D. McLaughlin John G. Smale
John H. Bryan Eckhard Pfeiffer Louis W. Sullivan
Karen Katen
</TABLE>
CAPITAL STOCK COMMITTEE met three times in 1999. 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: Eckhard Pfeiffer (Chair) Ann D. McLaughlin Dennis Weatherstone
John H. Bryan John G. Smale
</TABLE>
COMMITTEE ON DIRECTOR AFFAIRS met four times in 1999. 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> <C>
Membership: J. Willard Marriott, Jr. (Chair) Charles T. Fisher III Karen Katen
Thomas E. Everhart George M. C. Fisher John G. Smale
</TABLE>
iv
<PAGE>
EXECUTIVE COMMITTEE met three times in 1999. 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) J. Willard Marriott, Jr. Eckhard Pfeiffer
John H. Bryan Ann D. McLaughlin Dennis Weatherstone
Charles T. Fisher III
</TABLE>
EXECUTIVE COMPENSATION COMMITTEE met six times in 1999. 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 three times in 1999. 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) George M. C. Fisher John G. Smale
Percy N. Barnevik J. Willard Marriott, Jr. John F. Smith, Jr.
</TABLE>
PUBLIC POLICY COMMITTEE met four times in 1999. 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
300 RENAISSANCE CENTER, P.O. BOX 300, DETROIT, MICHIGAN 48265-3000
PROXY STATEMENT FOR ANNUAL MEETING OF STOCKHOLDERS TO BE HELD JUNE 6, 2000
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 18, 2000, 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, by sending a written notice of revocation or a subsequent proxy card,
voting subsequently by telephone or Internet, or 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 stock plans for current or former General Motors
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 Delphi Automotive
Systems stock plans for employees -- Delphi Automotive Systems Corporation
Savings-Stock Purchase Program for Salaried Employees in the United States (the
"Delphi S-SPP"), the Delphi Personal Savings Plan for Hourly Rate Employees in
the United States (the "Delphi PSP"), 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"), the GMAC
Mortgage Corporation Savings Incentive Plan or the ASEC Manufacturing Savings
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 Delphi S-SPP, the Hughes Non-Bargaining Plan and the Hughes
Bargaining Plan, those shares may be voted by the Trustee, plan committee or
independent fiduciary at its discretion. If you do not provide instructions via
your proxy card with respect to stock held in the GM PSP, the Delphi PSP and the
Saturn ISP, the shares will not be voted. If you do not provide instructions for
the stock held in the ASEC Manufacturing Savings Plan, the shares will be voted
in the same ratio as those for which directions have been received.
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.
1
<PAGE>
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
The Board of Directors designated April 7, 2000, as the record date for
determining stockholders entitled to vote at the annual meeting. On that date,
the Corporation had shares of Common Stock and 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, or otherwise noted, 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 13 candidates who receive the most votes will be
elected to the 13 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 13 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.
Pursuant to the Director Retirement Policy of the Board of Directors,
Charles T. Fisher III and John G. Smale are not standing for reelection.
Additionally, Ann D. McLaughlin and Louis W. Sullivan have requested that they
not be included among the nominees for reelection.
Mr. Fisher joined the General Motors Board of Directors in 1972 while
serving as President, National Bank of Detroit. He is currently Chair of the
Investment Funds Committee and a member of the Committee on Director Affairs,
the Executive Committee, and the Public Policy Committee.
Mr. Smale joined the General Motors Board of Directors in 1982 while
serving as President and Chief Executive, the Procter & Gamble Company. He is
currently Chair of the Executive Committee and is an ex-officio member of the
Audit, Capital Stock, Director Affairs, Executive Compensation, Investment
Funds, and Public Policy Committees.
2
<PAGE>
Ms. McLaughlin joined the General Motors Board of Directors in 1990 while
serving as Visiting Fellow and member of the Board of Trustees, the Urban
Institute, which followed her service as U.S. Secretary of Labor from 1987-
1989. Ms. McLaughlin is currently chair of the Public Policy Committee and a
member of the Audit Committee, the Capital Stock Committee, and the Executive
Committee.
Dr. Sullivan joined the General Motors Board of Directors in 1993 while
serving as President, Morehouse School of Medicine, which followed his service
as U.S. Secretary of Health and Human Services from 1989-1993. Dr. Sullivan is
currently a member of the Audit Committee and Public Policy Committee.
Of the nominees in the following section, Nobuyuki Idei was elected a
director of General Motors since the last annual meeting of stockholders, and
Lloyd D. Ward has not previously been a director of the Corporation.
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 29, 2000, 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.
PERCY N. AGE 59 JOINED GM BOARD 1996 COMMITTEES -- Investment
BARNEVIK Funds, Public Policy
Chairman, ABB Ltd., Zurich, Switzerland, serving electric
power generation, transmission, and distribution customers as
well as industrial and environmental control markets
DIRECTORSHIPS -- ABB 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 Business School
of Stanford University, Wharton School of Business
Administration, and Humboldt University (Berlin)
JOHN H. AGE 63 JOINED GM BOARD 1993 COMMITTEES -- Executive
BRYAN Compensation (Chair), Audit,
Capital Stock, Executive
Chairman and Chief Executive Officer, Sara Lee Corporation,
Chicago, IL
DIRECTORSHIPS -- Sara Lee Corporation, BP Amoco Corporation
p.l.c., Bank One Corporation, and Goldman Sachs Group Inc.
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;
Chairman of the Board of Trustees of the Art Institute of
Chicago
3
<PAGE>
THOMAS E. AGE 68 JOINED GM BOARD 1989 COMMITTEES -- Director
EVERHART Affairs, Public Policy
President Emeritus and Professor of Electrical Engineering and
Applied Physics, California Institute of Technology, Pasadena,
CA
DIRECTORSHIPS -- Hughes Electronics Corporation, Saint-Gobain
Company, Reveo, Inc., Raytheon Company, and Agilent
Technologies
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 W. M. Keck Foundation; Member of National
Academy of Engineering Council; Council on Competitiveness;
Former Chairman of General Motors Science Advisory Committee;
Member of the Harvard College Board of Overseers.
GEORGE M. C. AGE 59 JOINED GM BOARD 1996 COMMITTEES -- Director
FISHER Affairs,
Executive Compensation,
Investment Funds
Chairman of the Board, Eastman Kodak Company, Rochester, NY,
since December 1, 1993. Held additional office of Chairman,
President and Chief Executive Officer (December 1993-January
1997) and Chairman and Chief Executive Officer (January
1997-January 2000)
DIRECTORSHIPS -- Eastman Kodak Company, AT&T Corporation, and
Delta Air Lines, Inc.
AFFILIATIONS -- Member of The Business Council, and
President's Advisory Committee for Trade Policy and
Negotiations
NOBUYUKI IDEI AGE 62 JOINED GM BOARD 1999
President and Chief Executive Officer, Sony Corporation,
Tokyo, Japan, since June 1999. Held office of Co-Chief
Executive Officer (1998-99), President and Representative
Director (1995-98) and Managing Director (1994 -95)
DIRECTORSHIPS -- Sony Corporation and AB Electrolux
4
<PAGE>
KAREN KATEN AGE 50 JOINED GM BOARD 1997 COMMITTEES -- Audit, Director
Affairs, Public Policy
President of U.S. Pharmaceuticals, Pfizer Inc., New York, NY
and Executive Vice President of the global Pfizer
Pharmaceuticals Group, since 1995 and Corporate Senior Vice
President, since 1999
DIRECTORSHIPS -- Harris Corporation
AFFILIATIONS -- Member of the International Council of J.P.
Morgan & Co., Incorporated and the Pharmaceutical Research and
Manufacturers Association of America, Member of the Board of
the National Pharmaceutical Council, Trustee of the University
of Chicago and council member of the Graduate School of
Business; Member of the Board of the National Alliance for
Hispanic Health, the American Bureau for Medical Advancement
in China, the Columbia University School of Nursing Board of
Visitors, the Women's Forum, Inc., the United Way Tri-State,
Catalyst, and National Board of Trustees of American Cancer
Society Foundation
J. WILLARD AGE 68 JOINED GM BOARD 1989 COMMITTEES -- Director Affairs
MARRIOTT, JR. (Chair), Executive, Executive
Compensation, Investment Funds
Chairman and Chief Executive Officer, Marriott International,
Inc., Washington, DC; President (October 1993-March 1997)
DIRECTORSHIPS -- Marriott International, Inc. and Host
Marriott Corporation
AFFILIATIONS -- Director of the Naval Academy Endowment Trust;
Serves on Board of Trustees of the National Geographic Society
and Board of Directors of Georgetown University; Member of the
Executive Committee of The World Travel & Tourism Council and
The Business Council
HARRY J. AGE 57 JOINED GM BOARD 1996
PEARCE
Vice Chairman, Board of Directors since January 1, 1996, with
responsibility for Corporate Relations and Diversity,
Economics, the Enterprise Activities Group, Environment and
Energy, Government Relations, Office of the Secretary,
Corporate Strategy and Knowledge Development, Allison
Transmission Division, Electro-Motive Division and Hughes
Electronics Corporation; Executive Vice President (1994-95);
Executive Vice President and General Counsel
(1992-94); Joined General Motors Corporation in 1985
DIRECTORSHIPS -- 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 of Northwestern University and Howard University;
Member of The Conference Board
5
<PAGE>
ECKHARD AGE 58 JOINED GM BOARD 1996 COMMITTEES -- Capital Stock
PFEIFFER (Chair), Audit, Executive
Chairman, Intershop Communications AG/Inc., an e-commerce
company that develops software for Internet service providers,
and Chairman, ricardo.de AG (since 1999); President and Chief
Executive Officer, Compaq Computer Corporation, Houston, Texas
(1991-99)
DIRECTORSHIPS -- 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 F. AGE 62 JOINED GM BOARD 1990 COMMITTEE -- Investment Funds
SMITH, JR.
Chairman, General Motors Corporation since January 1, 1996,
Chief Executive Officer (1992-May 31, 2000) and President
(1992-98); Joined General Motors Corporation in 1961
DIRECTORSHIPS -- Hughes Electronics Corporation and The
Procter & Gamble Company
AFFILIATIONS -- Co-Chairman of The Business Roundtable, and
member of The Business Council and 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 The Nature
Conservancy
G. RICHARD AGE 47 JOINED GM BOARD 1998
WAGONER, JR.
Chief Executive Officer and President (effective June 1, 2000)
with responsibility for the strategic and operational
leadership of General Motors; President and Chief Operating
Officer (October 1998-May 31, 2000) 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 (1992-94); 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
6
<PAGE>
LLOYD D. WARD AGE 51
Chairman and Chief Executive Officer, Maytag Corporation,
Newton, Iowa, since August 1999; President and Chief Operating
Officer (1998-99); Executive Vice President and President
Maytag Appliances (1996-98); President, PepsiCo's Central
Division of Frito-Lay (1992-96)
DIRECTORSHIPS -- Maytag Corporation and J.P. Morgan & Co.,
Incorporated
AFFILIATIONS -- Member, Executive Leadership Council,
Washington, D.C. and American Society Corporate Executives
DENNIS AGE 69 JOINED GM BOARD 1986 COMMITTEES -- Audit (Chair),
WEATHERSTONE Capital Stock, Executive,
Executive Compensation
Retired Chairman of J. P. Morgan & Co., Incorporated and its
subsidiary Morgan Guaranty Trust Company of New York
DIRECTORSHIPS -- Air Liquide and Merck & Co., Inc.
AFFILIATIONS -- Member of J. P. Morgan & Co., Incorporated
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. Information is as of February 29, 2000.
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:
* State Street Bank and Trust Company (acting as trustee for various trusts
and employee benefit plans) beneficially owns 12.3% of the outstanding
shares and voting power of the Common Stock (10.8% of the combined voting
power of the Common Stock and Class H Common Stock).
* PRIMECAP Investment Management Co. beneficially owns 5.9% of the
outstanding shares and voting power of the Class H Common Stock (0.7% of
the combined voting power of the Common Stock and Class H Common Stock).
* Hubbard Broadcasting, Inc. and Stanley S. Hubbard beneficially own 10.7%
of the outstanding shares and voting power of the Class H Common Stock
(1.3% 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- 1,093 309 11,093 309
J. H. Bryan (c)............... 7,000 -0- 8,534 962 15,534 962
T. E. Everhart (d)............ 400 -0- 13,026 11,543 13,426 11,543
G. M. C. Fisher (d)........... 5,000 -0- 760 3,821 5,760 3,821
N. Idei....................... 4,250 750 -0- -0- 4,250 750
K. Katen (c).................. 4,000 1,000 2,197 461 6,197 1,461
J. W. Marriott, Jr. (c)....... 1,000 -0- 11,179 6,050 12,179 6,050
H. J. Pearce (e).............. 54,407 40,060 33,356 12,238 87,763 52,298
E. Pfeiffer (d)............... 6,000 -0- 4,890 2,559 10,890 2,559
J. F. Smith, Jr. (e).......... 192,917 29,995 75,310 22,898 268,227 52,893
G. R. Wagoner, Jr. (e)........ 68,808 12,665 34,126 9,312 102,934 21,977
L. D. Ward (f)................ 1,000 -0- -0- -0- 1,000 -0-
D. Weatherstone (c)........... 6,000 -0- 24,542 11,709 30,542 11,709
<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)............ 882,123 -0- -0-
J. H. Bryan (c)............... 1,297,937 3,597 140
T. E. Everhart (d)............ 2,417,871 2,395 140
G. M. C. Fisher (d)........... 900,426 3,597 140
N. Idei....................... 414,005 -0- -0-
K. Katen (c).................. 648,130 -0- -0-
J. W. Marriott, Jr. (c)....... 1,658,353 -0- -0-
H. J. Pearce (e).............. 13,003,372 502,221 152,851
E. Pfeiffer (d)............... 1,137,968 2,295 140
J. F. Smith, Jr. (e).......... 26,801,399 1,346,979 -0-
G. R. Wagoner, Jr. (e)........ 10,488,377 586,838 -0-
L. D. Ward (f)................ 76,060 -0- -0-
D. Weatherstone (c)........... 3,739,848 -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
Directors Stock Stock Stock Stock Stock Stock
--------- ---------- ---------- ------- ------- ---------- ----------
# # # # # #
Other Named Executives
----------------------
<S> <C> <C> <C> <C> <C> <C>
J. M. Losh (e)................ 14,164 6,237 20,449 4,888 34,613 11,125
R. L. Zarrella (e)............ 32,955 1,595 10,153 1,057 43,108 2,652
All directors and officers
of the Corporation as
a group (e)................. 1,075,258 165,032 555,584 98,226 1,630,842 263,258
State Street Bank and
Trust Company............... 76,078,259 -0- -0- -0- 76,078,259 -0-
225 Franklin Street
Boston, MA 02110
PRIMECAP Investment
Management Co............... -0- 8,113,590 -0- -0- -0- 8,113,590
225 South Lake Ave. #400
Pasadena, CA 91101
Hubbard Broadcasting, Inc.
and Stanley S. Hubbard...... -0-- 14,733,614 -0- -0- -0- 14,733,614
3415 University Ave.
St. Paul, MN 55114
<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. M. Losh (e)................ 3,978,790 368,569 -0-
R. L. Zarrella (e)............ 3,599,686 219,101 -0-
All directors and officers
of the Corporation as
a group (e)................. 155,896,061 6,993,199 181,976
State Street Bank and
Trust Company............... 5,786,512,380 -0- -0-
225 Franklin Street
Boston, MA 02110
PRIMECAP Investment
Management Co............... 981,744,390 -0- -0-
225 South Lake Ave. #400
Pasadena, CA 91101
Hubbard Broadcasting, Inc.
and Stanley S. Hubbard...... 1,782,767,294 -0- -0-
3415 University Ave.
St. Paul, MN 55114
</TABLE>
(a) The total value is based on the February 29, 2000 closing market prices of
$76.06 for Common Stock and $121.00 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 29, 2000. The shares
reported in this column reflect adjustments to the original option grants
resulting from the recapitalization of the Class H stock in December 1997
and spin-off of Delphi Automotive Systems in 1999. 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 Corporation Compensation Plan for Non-Employee Directors. For more
information about this plan, please refer to the section on Director
Compensation commencing 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 Corporation Compensation Plan for
Non-Employee Directors, is that all stock amounts are exclusively in Class H
Common Stock.
(e) Shares beneficially owned include 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 Units include shares under the
General Motors Benefit Equalization Plan-Savings ("BEP-S"). This Plan is a
non-qualified "excess benefits" 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
9
<PAGE>
may 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 that will vest upon the occurrence of certain events and
that are subject to forfeiture under certain circumstances.
(f) Mr. Ward was nominated as a director on March 6, 2000. Information about Mr.
Ward's stock ownership is as of March 31, 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Federal securities law requires that the executive officers and directors
of the Corporation 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
1999 and prior years have been timely made, except as follows. In 1999, H. R.
Kutner, Group Vice President, Worldwide Purchasing, and J. F. Smith, Vice
President and General Manager of GM's Service Parts Operations, each
inadvertently filed one monthly report after the due date and P. Guarascio, Vice
President and General Manager Advertising/Corporate Marketing, inadvertently
reported two transactions after the due date. All transactions have now been
reported.
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 1999
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. Michael Losh........... Executive Vice President and Chief Financial Officer ("CFO")
Ronald L. Zarrella........ Executive Vice President and President GM North America
</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.
* 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 that were previously established have been achieved.
10
<PAGE>
* Each executive's individual performance and contribution will be
reflected through differentiated 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 link between the executives' and stockholders' 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
established significant 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:
Minimum Aggregate
Position Value Equivalent
-------- -----------------
GM Chairman, Vice Chairman, and President......... 5.0 times base salary
Executive Vice Presidents/Sr. Vice Presidents..... 4.0 times base salary
Group Vice Presidents............................. 3.0 times base salary
Vice Presidents................................... 2.0 times base salary
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 IRC
Section 162(m). 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 that exceeds $1 million will
be deferred until after retirement. If compliance 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.
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 review
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
11
<PAGE>
these executives is not limited to the auto industry alone, a group consisting
of several large, global industrial/service corporations, including Ford, was
identified as our "comparator group." Each year we review the compensation paid
at these companies, as well as their corporate performance, and use this as one
of the factors we consider in determining the appropriate performance measures
and compensation levels for our 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 -- All executives are eligible to be considered for
annual incentive awards. However, payment, if any, is based on GM's overall
performance against the objectives we established in advance as well as
individual performance. We may choose to make adjustments to awards to reflect
the impact of unplanned events.
When we establish the target award and performance objectives, we also set
a minimum performance level that must be achieved before any awards can be paid.
If this minimum level is not met, there will be no annual incentive payout. The
maximum award was approved by stockholders as part of the 1997 Annual Incentive
Plan. When we establish this payout range, we assess the degree of performance
necessary to achieve the 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. The size of final awards depends on the actual level of performance
achieved in comparison with the pre-established objectives.
As was the case for both 1997 and 1998, Management recommended that the
Committee continue to raise the bar and establish very aggressive performance
targets for 1999. We agreed and tied the payment of annual incentive awards to
meeting specific levels of net income, Return On Net Assets ("RONA"), market
share, and quality, which are based upon the Corporation's business plans. After
a review with Management, we used our discretion in setting the specific
profitability, market share, and quality targets. At the end of 1999, we
reviewed the Corporation's overall operating performance. Financial results for
net income and RONA were significantly above target levels. In addition, for
certain geographic regions/operating units, we reviewed performance against
pre-established targets for quality and market share within those regions/units.
Several regions were below target expectations. Thus, final annual incentive
awards that were determined and paid in cash in early 2000 exceeded the target
level, but were below the maximum award opportunity provided under the plan.
Stock Options -- All executives are eligible to be considered for stock
option grants. Executives may receive stock options under the provisions of the
1997 Stock Incentive Plan. Options are granted to stress the importance of
improving stock price performance over the long-term and to encourage executives
to own GM stock. Stock options are granted at
12
<PAGE>
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 increases, which will benefit
both you and the executive. Our Plan does not allow the re-pricing 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
comparator companies. When we determine the size of new grants to each Named
Executive Officer, we consider the number of option shares each executive has
previously been granted. 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 -- Stock Performance Program awards under the GM
Performance Achievement Plan are normally only granted to the Company's senior
executives. Similar to annual incentive awards, these awards are typically made
annually; however, the payout, if any, depends upon achieving predetermined
targets over a three-year period. In recent years, payout of these awards
depended on achieving pre-established RONA targets. While the Corporation
continues to place strong emphasis on meeting its net income and RONA targets,
it has revised its focus for long-term incentive awards effective with the 1999
grant to measure returns to stockholders of the Corporation's $1 2/3 Common
Stock. Under this new methodology using Total Shareholder Return (TSR),
executives were granted target awards in the form of shares of the Corporation's
common stocks for the 1999-2001 performance period. The final number of shares
to be delivered at the end of the three-year performance period, if any, will
depend on where GM ranks (based on market price appreciation plus the
compounding effect of reinvested dividends) in relation to other companies in
the Standard & Poor's (S&P) 500 index. If the Corporation's ranking in the
S&P 500 over the three-year period falls below the 25th percentile, no payment
will be made. If the Corporation ranks within the top 10% of the companies in
the S&P 500, the maximum payout level would be achieved. Between threshold and
maximum, payout percentages will be related to the ranking position. By
establishing awards in this fashion, executives will be highly motivated to
increase stock price performance, which would be to their benefit as well as the
benefit of all stockholders.
In 1997, in order to motivate the executive workforce to intensify its
focus on improving the Corporation's RONA, we made a special "RONA grant" to the
entire executive team worldwide. Payment of this grant, which was not subject to
individual performance adjustments, was predicated on increasing the
Corporation's RONA by approximately 25% and achieving a four-quarter rolling
average Corporate RONA of 12.5% prior to year-end 2000. The Corporation exceeded
this RONA target by September 1999 -- fifteen months before the end of the
performance period. These awards were paid in stock during the fourth quarter of
1999.
AWARDS TO CHIEF EXECUTIVE OFFICER
Prior to year-end, we met to determine the 1999 compensation levels for Mr.
Smith. We recognized his highly effective leadership and his continued
commitment to the Corporation's priorities of running common, lean and fast,
competing on a global basis, and growing the business in all sectors. We
specifically noted many positive developments including excellent public
reaction to new products, record truck sales, completion of the spin-off of
Delphi Automotive Systems, and a constructive relationship with our key unions
that enabled the Corporation to complete new labor contracts in the United
States and Canada without any significant labor disruption. The creation of e-GM
and GM
13
<PAGE>
TradeXchange will leverage the Corporation's global resources and technological
expertise to establish leadership in electronic commerce. We noted the
establishment of a new alliance with Fuji Heavy Industries and collaborations
with Toyota Motor Corporation and Honda Motor Company to support the
Corporation's growth and innovation strategies with its other business partners
in the Asia-Pacific region and around the globe. We also noted that GM generated
stockholder returns of 26% for 1999, well above the returns offered by Ford,
DaimlerChrysler, and many other relevant equity indices, including the S&P 500.
Finally, we noted that the Corporation did not meet its aggressive market share
and certain quality goals established for North America and Europe. After our
evaluation, we determined Mr. Smith's compensation as follows:
Base Salary -- In recognition of his continued strong leadership and
performance, Mr. Smith's salary was increased by 5% to $2,050,000 effective
January 1, 2000, after an interval of 24 months since his last increase.
Annual Incentives -- In early 1999 we established an individual award
target for Mr. Smith based on achievement of specified levels of net income,
RONA, market share, and quality, 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. His final award was above target but below the
maximum.
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 1999 stock option grant at 350,000 shares of Common Stock, which was
subsequently adjusted to 420,700 shares of Common Stock to reflect the impact of
the spin-off of Delphi Automotive Systems.
Other Long-Term Incentives -- The PAP target awards are disclosed on page
18. The awards cover the three-year period 1999-2001. The size of the target
award was developed in line with the methodology discussed above. Mr. Smith's
1999-2001 award was denominated and will be paid in shares of GM Common and
Class H Common stocks in one installment, if it is earned.
The cumulative GM RONA for the 1997-1999 performance period, which
concluded at year-end 1999, was above the maximum. This was achieved despite the
extremely aggressive three-year target performance level we established in early
1997. The final award for Mr. Smith was paid at the maximum payout level. As was
the case with respect to other eligible executives, Mr. Smith also received
payment of a special RONA grant in 1999 as described above.
During 1999, 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 the named 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 1997, 1998, and 1999.
<TABLE>
<CAPTION>
Annual Compensation Long-Term Compensation
-------------------------------------- ----------------------
Payouts
Other Awards -------
Annual ------ Long-Term All Other
Name and Compen- Stock Incentive Compen-
Principal Position Year Salary Bonus(1) sation(2) Options(3) Payouts(4) sation(5)
------------------ ---- ------ -------- --------- ---------- ---------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
$ $ $ Class # Shares $ $
J. F. Smith, Jr.
Chairman & CEO...... 1999 1,950,000 4,840,000 105,330 Com. 420,700 5,250,000 108,518
1998 1,950,000 1,080,000 56,540 Com. 360,600 1,600,000 103,600
1997 1,750,000 2,450,000 63,143 Com. 358,629 1,036,000 82,863
H. J. Pearce
Vice Chairman....... 1999 1,350,000 2,597,000 N.A. Com. 157,762 2,250,000 66,930
Cl. H 87,025
1998 1,163,000 475,000 N.A. Com. 112,687 850,000 56,758
Cl. H 54,095
1997 950,000 1,070,000 N.A. Com. 124,816 550,000 41,610
Cl. H 22,768
G. R. Wagoner, Jr.
President & COO..... 1999 1,350,000 2,597,000 N.A. Com. 210,350 2,250,000 60,950
1998 1,087,000 475,000 N.A. Com. 120,200 850,000 49,375
1997 925,000 1,020,000 N.A. Com. 130,410 518,000 36,723
J. M. Losh*
Executive VP........ 1999 835,000 1,593,000 N.A. Com. 96,160 1,800,000 40,706
R. L. Zarrella*
Executive VP........ 1999 900,000 1,180,000 58,897 Com. 96,160 1,505,000 37,800
</TABLE>
* Messrs. Losh and Zarrella became executive officers in 1999.
(1) Bonus awards were granted under the General Motors 1997 Annual Incentive
Plan. They were paid in cash in January of the following year.
(2) Amounts include $31,495 for Mr. Smith and $34,086 for Mr. Zarrella related
to use of company aircraft.
(3) All options have been adjusted to reflect the spin-off of Delphi Automotive
Systems in May 1999. In addition, the 1997 options in this column have been
adjusted to reflect the recapitalization of the Class H stock in December
1997.
(4) Amounts reflect long-term incentive payouts under the General Motors 1992
Performance Achievement Plan. These awards cover three-year performance
periods (1997-1999, 1996-1998, and 1995-1997) and are paid in the form of
shares of the Corporation's Common and Class H stocks. Awards for the Named
Executive Officers vest in installments. The first installment vests at the
time the final award is determined. Remaining installments vest as follows:
Performance
Periods Second Installment Third Installment Fourth Installment
--------- ------------------ ----------------- ------------------
1997-1999 12/31/00 x x
1996-1998 12/31/99 12/31/00 12/31/01
1995-1997 12/31/98 12/31/99 Retirement
15
<PAGE>
Dividend equivalents are paid on unvested shares. The special RONA grant
vested and was paid in one installment of GM Common Stock in 1999.
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
December 31, 1999.
<TABLE>
<CAPTION>
Second Installment of 1996-1998 Grant
1997-1999 Grant and Third Installment of 1995-1997 Grant
---------------------------- -----------------------------------------
Shares
Shares Vested Shares Shares Vested Value of Shares Vested Unvested Dec.
in 2000 Unvested Dec. 31, 1999 Dec. 31, 1999 31, 1999
------------- ------------- ----------------- ---------------------- --------------
Com. Cl. H Com. Cl. H Com. Cl. H Com. Cl. H Com. Cl. H
------ ----- ------ ----- -------- ------- ----------- --------- ------ ------
$72.69 $96.00
# # # # # # $ $ # #
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J. F. Smith, Jr.......... 46,409 3,701 19,230 3,700 9,305 3,438 676,380 330,048 38,960 13,478
H. J. Pearce............. 19,374 1,982 7,727 1,982 4,576 2,371 332,629 227,616 17,275 8,699
G. R. Wagoner, Jr........ 19,889 1,586 8,242 1,585 4,814 1,783 349,930 171,168 19,202 6,656
J. M. Losh............... 15,912 1,269 6,593 1,268 3,815 1,413 277,312 135,648 7,584 2,765
R. L. Zarrella........... 12,887 1,057 5,044 1,057 -0- -0- -0- -0- -0- -0-
</TABLE>
(5) 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 (e) 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. M. Losh R. L. Zarrella
---------------- ------------ ------------------ ---------- --------------
<S> <C> <C> <C> <C> <C>
Savings Plans............1999 $81,900 $56,700 $56,700 $35,070 $37,800
1998 81,900 48,825 45,675 n.a. n.a.
1997 63,000 34,200 33,300 n.a. n.a.
Split-dollar life........1999 26,618 10,230 4,250 5,636 -0-
1998 21,700 7,933 3,700 n.a. n.a.
1997 19,863 7,410 3,423 n.a. n.a.
</TABLE>
16
<PAGE>
OPTIONS AND SAR GRANTS IN 1999
The following table shows the stock options granted to the Named Executive
Officers in 1999. They were granted in a combination of non-qualified and
Incentive Stock Options (ISOs) on January 11, 1999. 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(1) in 1999 Price(1) Date Value(2)
---- ---------- ---------- -------- ---------- ----------
# Shares % $/Share $
$12/3 Par
Common Stock Options
--------------------
<S> <C> <C> <C> <C> <C>
J. F. Smith, Jr............... 420,700 2.49 71.53 1/12/09 7,931,000
H. J. Pearce.................. 157,762 0.94 71.53 1/12/09 2,974,125
G. R. Wagoner, Jr............. 210,350 1.25 71.53 1/12/09 3,965,500
R. L. Zarrella................ 96,160 0.57 71.53 1/12/09 1,812,800
J. M. Losh.................... 96,160 0.57 71.53 1/12/09 1,812,800
Class H Stock Options
---------------------
H. J. Pearce.................. 87,025 1.34 43.22 1/12/09 1,348,888
</TABLE>
(1) Number of $1 2/3 par common stock options granted and the exercise price
have been adjusted to reflect the spin-off of Delphi Automotive Systems from
General Motors in May 1999.
(2) 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 -- 28% (30% for the Class H grant).
* Options will be exercised in the fifth year.
* An interest rate based upon the corresponding yield of a government
bond maturing five years 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 1999 AND
OPTION/SAR VALUES AT DECEMBER 31, 1999
The following table provides information concerning the options exercised
by each of the Named Executive Officers in 1999 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, 1999 (Common
- -- $72.69; Class H -- $96.00). SARs are not 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
Shares Dec. 31, 1999 Dec. 31, 1999
Class of Acquired Value Exercisable/ Exercisable/
Name Stock on Exercise* Realized Unexercisable Unexercisable
---- -------- ------------ -------- ------------------- ----------------------
# Shares $ # Shares $
<S> <C> <C> <C> <C> <C>
J. F. Smith, Jr......... Common 130,194 6,041,002 967,003 / 780,639 30,167,776 /10,104,766
H. J. Pearce............ Common 13,626 683,071 370,468 / 274,487 11,682,742 / 3,296,858
Class H -0- -0- 98,223 / 130,675 6,625,515 / 7,350,104
G. R. Wagoner, Jr....... Common 70,305 3,475,746 433,181 / 333,951 13,956,403 / 3,550,844
J. M. Losh.............. Common 73,167 3,741,982 287,688 / 195,037 9,120,735 / 2,756,913
R. L. Zarrella.......... Common 44,776 2,429,785 156,804 / 149,604 5,391,673 / 1,538,772
</TABLE>
* All of the options for Messrs. Smith, Pearce, and Wagoner and nearly half of
the options for Mr. Zarella were stock-for-stock option exercises which resulted
in increased stock ownership for each of these officers.
LONG-TERM INCENTIVE AWARDS
The following table shows target long-term incentive awards granted to
Named Executive Officers in 1999. The awards cover the 1999-2001 performance
period and were 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 Corporation's ranking on total shareholder return related to
companies in the S&P 500 index over the three-year period. If the minimum
performance level is not met, no awards will be paid.
<TABLE>
<CAPTION>
Estimated Future Payouts
Number of Under Non-Stock Price-Based Plans
Shares, Units or ---------------------------------------------------------------
Other Rights Threshold Target Maximum
------------------- Performance ------------------- ------------------- -------------------
Name Common Class H Period Common Class H Common Class H Common Class H
---- ------ ------- ----------- ------ ------- ------ ------- ------ -------
Shs. Shs. Shs. Shs. Shs. Shs. Shs. Shs.
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
J. F. Smith, Jr....... 23,135 8,890 1999-2001 11,568 4,445 23,135 8,890 46,270 17,780
H. J. Pearce.......... 9,811 5,030 1999-2001 4,906 2,515 9,811 5,030 19,622 10,060
G. R. Wagoner, Jr..... 10,466 4,020 1999-2001 5,233 2,010 10,466 4,020 20,932 8,040
J. M. Losh............ 7,715 2,970 1999-2001 3,858 1,485 7,715 2,970 15,430 5,940
R. L. Zarrella........ 6,894 2,650 1999-2001 3,447 1,325 6,894 2,650 13,788 5,300
</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). It is comprised of two parts -- a non-contributory part
(known as Part A) and a contributory part, known as Part B. The contributory
portion (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 (up to the maximum allowable under the
IRC) received during the final ten years of service. Amounts paid under Part B
are subject to certain Internal Revenue Code limitations that may change from
time to time. Part B also provides employees with an annual retirement benefit
equal to the sum of 100% of the Part B contributions the executives 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 Part A basic retirement benefits equal
to a flat dollar amount per year of credited service (essentially equivalent
provisions of 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 executives make Part B
contributions to the tax-qualified plan, they 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 eligible executives with total annual
retirement benefits 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 ($17,196 for a 65 year old retiring in 2000).
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, 1999) that would be paid annually in 12 equal monthly
installments as a single life annuity to executives retiring in 2000 at age 65.
If executives elect to receive such benefits in the form of a 65% 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)
Years of Part B Credited Service
Average Annual --------------------------------------------
Base Salary 15 25 35 45
-------------- -------- --------- --------- ---------
$ $ $ $ $
727,250 213,016 355,027 497,038 639,049
1,049,800 309,781 516,302 722,823 929,344
1,372,350 406,546 677,577 948,608 1,219,639
1,694,900 503,311 838,852 1,174,393 1,509,934
2,017,450 600,076 1,000,127 1,400,178 1,800,229
2,340,000 696,841 1,161,402 1,625,963 2,090,524
(a) The Average Annual Base Salary and the Years of Part B Credited Service
(shown in parenthesis) as of December 31, 1999 for each of the Named
Executive Officers were as follows; John F. Smith, Jr. - $1,780,000 (39
years); Harry J. Pearce - $1,052,500 (23 years); G. Richard Wagoner, Jr. -
$1,027,500 (22 years); J. Michael Losh - $759,000 (33 years); and Ronald L.
Zarrella - $727,250 (9 years). The Annual Base Salaries 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."
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. Eligible executives will receive the greater
of the Regular SERP benefit detailed above, or an 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 equal to:
* [1.5% times Eligible Years of Part B Credited Service] (up to a maximum
of 35 years)
* Times the executive's highest Average Annual Total Direct Compensation
(highest five years of salary plus highest five years of bonus, in the
ten years preceding retirement -- each calculated independently)
* 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, 1999. These amounts would be
paid annually in 12 equal monthly installments 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)
Average Annual Eligible Years of Part B Credited Service
Total Direct ----------------------------------------------------------
Compensation 15 20 25 30 35
------------- ---------- ---------- ---------- ---------- ----------
$ $ $ $ $ $
1,362,500 289,367 391,554 493,742 595,929 698,117
2,720,000 594,804 798,804 1,002,804 1,206,804 1,410,804
4,077,500 900,242 1,206,054 1,511,867 1,817,679 2,123,492
5,435,000 1,205,679 1,613,304 2,020,929 2,428,554 2,836,179
6,792,500 1,511,117 2,020,554 2,529,992 3,039,429 3,548,867
8,150,000 1,816,554 2,427,804 3,039,054 3,650,304 4,261,554
(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, 1999 for each of the Named
Executive Officers was as follows: John F. Smith, Jr. - $4,293,000 (35
years); Harry J. Pearce - $2,326,500 (23 years); G. Richard Wagoner, Jr. -
$2,288,500 (22 years); J. Michael Losh - $1,598,000 (33 years); and
Ronald L. Zarrella - $1,342,250 (9 years). The Annual Total Direct
Compensation for the most recent year(s) considered in the calculation above
will be found in the Summary Compensation Table on Page 15 in the columns
labeled "Salary" and "Bonus."
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 forms of the SERP benefit are
provided under a program that is non-qualified for tax purposes and not
pre-funded. SERP benefits under the regular and alternative forms 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,
1995 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. Since 1999, the Class H
stock was compared with the S&P 500 and Barclay's Capital Satellite Index.
Effective with the 2001 proxy statement, the C.E. Unterberg-Towbin Satellite
Index, which consists of satellite manufacturing and satellite services
companies that are more directly comparable with Hughes Electronics, will
replace the Barclay's Capital Satellite Index.
COMPARISON OF FIVE-YEAR CUMULATIVE RETURN
GENERAL MOTORS COMMON STOCK,
S&P 500 INDEX, FORD AND DAIMLERCHRYSLER
1/1/95 1/1/96 1/1/97 1/1/98 1/1/99 12/31/99
------ ------ ------ ------ ------ --------
GM COMMON STOCK......... 100 129 140 166 202 255
S&P 500................. 100 138 169 226 290 351
FORD.................... 100 108 127 199 376 353
DAIMLERCHRYSLER......... 100 117 147 164 286 238
22
<PAGE>
GENERAL MOTORS CLASS H COMMON STOCK,
S&P 500 INDEX, BARCLAY'S CAPITAL SATELLITE INDEX, AND
C.E. UNTERBERG-TOWBIN SATELLITE INDEX
1 /1/98 1/1/99 12/31/99
------- -------- --------
GM CLASS H............................. 100 107 260
S&P 500................................ 100 129 156
BARCLAY'S CAPITAL SATELLITE INDEX...... 100 111 475
C.E. UNTERBERG-TOWIN SATELLITE INDEX... 100 107 250
23
<PAGE>
AUDIT COMMITTEE REPORT
The Audit Committee of the General Motors Board of Directors (the
Committee) is composed of seven independent directors and operates under a
written charter adopted by the Board of Directors (Exhibit A). The members of
the Committee are Dennis Weatherstone (Chair), John H. Bryan, Karen Katen,
Ann D. McLaughlin, Eckhard Pfeiffer, John G. Smale, and Louis W. Sullivan. The
Committee recommends to the Board of Directors, subject to stockholder
ratification, the selection of the Corporation's independent accountants.
Management is responsible for the Corporation's internal controls and the
financial reporting process. The independent accountants are responsible for
performing an independent audit of the Corporation's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon. The Committee's responsibility is to monitor and oversee these
processes.
In this context, the Committee has met and held discussions with management
and the independent accountants. Management represented to the Committee that
the Corporation's consolidated financial statements were prepared in accordance
with generally accepted accounting principles, and the Committee has reviewed
and discussed the consolidated financial statements with management and the
independent accountants. The Committee discussed with the independent
accountants matters required to be discussed by Statement on Auditing Standards
No.61 (Communication with Audit Committees).
The Corporation's independent accountants also provided to the Committee
the written disclosures required by Independence Standards Board Standard No. 1
(Independence Discussions with Audit Committees), and the Committee discussed
with the independent accountants that firm's independence.
Based upon Committee's discussion with management and the independent
accountants and the Committee's review of the representation of management and
the report of the independent accountants to the Committee, the Committee
recommended that the Board of Directors include the audited consolidated
financial statements in the Corporation's Annual Report on Form 10-K for the
year ended December 31, 1999 filed with the Securities and Exchange Commission.
Dennis Weatherstone (Chair)
John H. Bryan
Karen Katen
Ann D. McLaughlin
Eckhard Pfeiffer
John G. Smale
Louis W. Sullivan
24
<PAGE>
ITEM NO. 2
The By-laws of the Corporation provide that the selection of independent
public accountants by the Audit Committee and the Board of Directors shall be
submitted for ratification by the stockholders at the annual meeting. In
accordance with the By-laws, the firm of Deloitte & Touche LLP has been selected
as independent public accountants for the year 2000 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 2000
unless there were compelling reasons for making an immediate change.
During the 1999 calendar year, Deloitte & Touche LLP provided GM with
extensive audit and other services. Fees for all services totaled approximately
$65 million.
THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE PROPOSAL TO RATIFY THE
SELECTION OF DELOITTE & TOUCHE LLP AS INDEPENDENT PUBLIC ACCOUNTANTS TO AUDIT
THE BOOKS, RECORDS, AND ACCOUNTS OF THE CORPORATION AND ITS SUBSIDIARIES FOR THE
YEAR 2000. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE VOTED FOR THIS
PROPOSAL UNLESS YOU SPECIFY A DIFFERENT CHOICE.
ITEM NO. 3
The Board of Directors recommends that the stockholders of the Corporation
approve an amendment to the Certificate of Incorporation, which would increase
the number of authorized shares of Class H Common Stock of the Corporation from
600,000,000 shares to 3,600,000,000 shares.
Of the 600,000,000 shares of Class H Common Stock presently authorized to
be issued under the Corporation's Certificate of Incorporation, 137,072,711
shares were outstanding as of December 31, 1999 and up to 26,696,330 shares were
reserved for conversion of Series H Convertible Preference Stock into Class H
Common Stock. The Corporation does not have any present plan, understanding or
agreement to issue additional shares of Class H Common Stock, other than to meet
requirements of (i) various employee benefit and incentive plans of the
Corporation, (ii) the Dividend and Cash Investment Plan, (iii) conversion of the
Series H Convertible Preference Stock into Class H Common Stock, (iv) the
exchange offer which the Corporation has announced in which approximately
$9 billion of Class H Common Stock will
25
<PAGE>
be offered to stockholders in exchange for shares of $1 2/3 Par Value Common
Stock at an exchange ratio to be determined immediately prior to commencement of
that offer, and (v) a possible split of the Class H Common stock as described
below.
The Board of Directors believes that the proposed increase in authorized
shares of Class H Common Stock is desirable to enhance the Corporation's
flexibility in connection with possible future actions, such as stock splits,
stock dividends, corporate mergers, acquisitions of property, and the possible
funding of new businesses, or other corporate purposes. The Board will determine
whether, when, and on what terms the issuance of shares of Class H Common Stock
may be appropriate in connection with any of the foregoing purposes.
The amendment must be approved by the holders of a majority of GM's common
stocks voting together as a group, as well as the holders of the Class H Common
Stock voting separately as a group. If the amendment is approved, we currently
anticipate that shortly after the Corporation's Annual Meeting in June 2000, the
Board of Directors would authorize a stock split of Class H Common Stock, which
would be effected as a dividend of Class H Common Stock payable on the
then-outstanding shares of Class H Common Stock. The stock split is expected to
be declared after the completion of the exchange offer referred to above.
The Corporation seeks to have enough authorized shares of Class H Common
Stock to accommodate stock splits and other issuances of stock as if all
dividend based shares were outstanding immediately prior to any such split or
other issuances of stock. As of February 29, 2000, there were 137,879,463 shares
of Class H Common Stock outstanding, while the dividend base was 431,682,261. A
description of the manner in which the dividend base concept operates is
included in the General Motors Annual Report. Under the Corporation's
Certificate of Incorporation, a stock split would result in a commensurate
adjustment to the Class H dividend base. The Board of Directors would determine
whether to proceed with any proposed stock split and, if so, the timing of the
stock split and the ratio of shares to be issued as a dividend in connection
with the stock split in light of market prices and other conditions that may
prevail at the time such determinations were made.
If the additional shares authorized by the proposed amendment were not
issued on a pro-rata basis, their future issuance would reduce the proportionate
interests in the Corporation held by current stockholders.
If the proposed amendment is adopted by the stockholders, it will become
effective upon executing, acknowledging, filing, and recording a Certificate of
Amendment as required by the General Corporation Law of Delaware. The financial
statements of the Corporation, included in its 1999 Annual Report to
Stockholders furnished to stockholders prior to the distribution of this Proxy
Statement, are incorporated herein by reference.
THE BOARD OF DIRECTORS FAVORS A VOTE FOR THE PROPOSAL TO AMEND THE
CERTIFICATE OF INCORPORATION. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL
BE VOTED FOR THIS PROPOSAL UNLESS YOU SPECIFY A DIFFERENT CHOICE.
26
<PAGE>
ITEM NO. 4
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 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.'
`Last year the owners of 23,966,618 shares, representing approximately 5.1% of
shares voting, voted FOR this proposal.'
`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 employment agreements covering annual salary
with any of its executive officers (see page 12). 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. 4. PROXIES SOLICITED BY THE BOARD OF DIRECTORS WILL BE SO VOTED UNLESS
STOCKHOLDERS SPECIFY A DIFFERENT CHOICE.
27
<PAGE>
ITEM NO. 5
John Lauve, 200 North Saginaw, Holly, MI 48442, owner of 12 shares of
Common Stock and 500 shares of Class H Common Stock, has given notice that he
intends to present for action at the annual meeting the following resolution:
"Resolved
"All The Directors pay shall be limited to $1 (ONE Dollar) AND No stock
every year that the GM market share does not GROW.
"At the Annual meeting it will be paid in person, in cash with a letter.
The one page letter will list reasons and corrections to the problem. The letter
will be given to the stockholders too.
"Reasons
"Market share reflects the success of our company.
"A message must be sent to the Directors to correct the decline & protect
our investment."
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THIS STOCKHOLDER PROPOSAL FOR
THE FOLLOWING REASONS:
General Motors strives to set director compensation at a level that will
enable the Board to attract and provide adequate incentives for its members.
GM's director compensation is regularly benchmarked against comparable
corporations and advisors are consulted to ensure that the compensation is
competitive. In recent years, General Motors has increased its emphasis on stock
as an important element of director compensation, to reinforce the alignment of
the directors' interests with those of the stockholders.
GM's stockholders can be confident that the members of its Board are
attentive to all the elements that go into the Corporation's success, including
net income, Return On Net Assets, market share, and quality, and also share the
stockholders' determination to achieve significant improvements. The Board
believes that the proposal would not enhance the effectiveness of the Board,
however, and could impair the Board's ability to provide the best qualified
candidates for service on the Board.
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
Bartlett Naylor, 1255 N. Buchanan, Arlington, VA 22205, owner of 500 shares
of Common Stock, has given notice that he intends to present for action at the
annual meeting the following resolution:
"Resolved: The shareholders urge our board of directors to take the
necessary steps to nominate at least two candidates for each open board
position, and that the names, biographical sketches, SEC-required declarations
and photographs of such candidates shall appear in the company's proxy materials
(or other required disclosures) to the same extent that such information is
required by law and is our company's current practice with the single candidates
it now proposes for each position.
28
<PAGE>
"Supporting statement:
"Although our company's board appreciates the importance of qualified
people overseeing management, we believe that the process for electing directors
can be improved.
"Our company currently nominates only one candidate for each board seat,
thus leaving shareholders no practical choice in most director elections.
Shareholders who oppose a candidate have no easy way to do so unless they are
willing to undertake the considerable expense of running an independent
candidate for the board. The only other way to register dissent about a given
candidate is to withhold support for that nominee, but that process rarely/never
affects the outcome of director elections. The current system thus provides no
readily effective way for shareholders to oppose a candidate that has failed to
attend board meetings; or serves on so many boards as to be unable to supervise
our company management diligently; or who serves as a consultant to the company
that could compromise independence; or other problems. As a result, while
directors legally serve as the shareholder agent in overseeing management, the
election of directors at the annual meeting is largely perfunctory. Even
directors of near bankrupt companies enjoy re-election with 90%+ pluralities.
The `real' selection comes through the nominating committee, a process too often
influenced, if not controlled, by the very management the board is expected to
scrutinize critically.
"Our company should offer a rational choice when shareholders elect
directors. Such a process could create healthy competition for seats on the
board and could encourage a discussion among shareholders about why specific
nominees are best qualified.
"Such a process could also abate the problem of a chair `choosing' his own
board, that is, selecting those directors he expects will reflexively support
his initiatives, and shedding those who may sometimes dissent. While the same
nominating committee might serve to select the competing candidates, the final
decision really would be with shareholders.
"We urge you to vote FOR this proposal."
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
Under GM's By-laws, the Board of Directors and its Committee on Director
Affairs are responsible for annually identifying the best candidates for
election to the Board. These duties include evaluating the performance of the
Board of Directors as well as identifying potential new members. In selecting a
slate of candidates each year, the Committee and the Board carefully consider
the performance and qualifications not just of each individual but of the group
as a whole, and nominates the persons that they believe will together best serve
the stockholders. An election of only some of the identified candidates creates
a risk that the resulting Board would lack some types of experience, skills or
diversity.
The Board believes that if they followed the procedure set forth in the
proposal and nominated twice as many candidates to the Board as there are seats,
they would fail in their duty to GM's stockholders to identify and recommend the
best candidates. As the individuals responsible for advising stockholders in
making voting decisions, they have an obligation to inform stockholders which
candidates they favor. Many well-qualified persons would not be willing to
29
<PAGE>
participate in the type of contested election that the proposal would produce,
however, particularly if the Board did not recommend them.
The proposal suggests that only nominating an excess number of candidates
can ensure that stockholders receive the information necessary for their choice
of Director. On the contrary, stockholders are protected in two ways under GM's
current method which is used by virtually all publicly-held companies. First, in
making their selections, the Committee and the Board consider issues like
possible conflicts of interest as well as attendance and participation. Second,
the federal securities laws require that all companies include in their proxy
material certain information about each candidate that the Securities and
Exchange Commission has determined is necessary for a stockholder's informed
vote. In situations the proposal contemplates, dissatisfied stockholders may
register their disapproval by withholding votes for some or all nominees or by
conducting a proxy contest to challenge the Board's candidates. The procedure
set forth by the proposal would not be an efficient or effective means of
selecting the best Directors for GM.
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
John J. Gilbert, 29 East 64th Street, New York, NY 10021-7043, owner of 100
shares of Common Stock, has given notice that he intends to present for action
at the annual meeting the following resolution:
"RESOLVED:
"REINSTATE CUMULATIVE VOTING
"General Motors shareholders request the Board of Directors take the necessary
steps to adopt a cumulative voting policy. Cumulative voting means each
stockholder may cast votes for director candidates equal to the number of shares
owned, multiplied by the number of directors to be elected. Thus shareholders
may cast all their votes for a single candidate or split votes between multiple
candidates.
"WHY REINSTATE CUMULATIVE VOTING FOR THE ELECTION OF GM DIRECTORS?
"* Cumulative Voting will contribute to a more diverse board of directors and
encourage the election of independent Directors with expertise in GM's
diversified businesses.
"* Cumulative voting guarantees that any shareholder with a significant stake is
assured a voice on the board.
"* It also encourages management to maximize share value by making it easier for
a would-be acquirer to gain board representation.
"* Cumulative voting allows a significant group of stockholders to elect a
Director or Directors of its choice -- bringing independent perspectives to
Board decisions.
"WHAT ISSUES HIGHLIGHT THE NEED TO MAXIMIZING GM SHARE VALUE THROUGH IMPROVED
CORPORATE GOVERNANCE PRACTICES SUCH AS CUMULATIVE VOTING?
30
<PAGE>
"GM finished 1998 with its lowest market share in history. Latin America and
Asia are expected to post losses into 2000.
Standard & Poor's Dec. 4, 1999
"GM's Opel does not expect to return to profit until 2001.
Reuters Dec. 20, 1999
"European buyers stayed away in droves from U.S.-built Sintra minivan. GM pulls
the plug after 2--years.
Detroit News Feb. 23, 1999
"GM Might Buy ailing Daewoo Motor.
Associated Press Dec. 15, 1999
"Japan automakers do not plan bid for ailing South Korean car maker Daewoo
Motor.
Reuters Dec. 12, 1999
"Cadillac robbed Lincoln of best-selling luxury car title by falsely reporting
sales.
USA Today May 6, 1999
"A bold new management team has positioned Ford to overtake GM in annual
revenue.
Los Angeles Times Aug. 8, 1999
"U.S. government blocks sale of 2 GM-Hughes satellites to China. Hughes could
take a substantial hit if it can't resell the satellites worth $450 million.
Aviation Week March 1, 1999
"Hughes broke the law in transferring technology to China and knew it, said Rep.
Christopher Cox, R-Calif.
Aviation Week May 31, 1999
"I have no doubt Hughes and Loral made some very wrong decisions that put this
country at risk, said Rep. Dana Rohrabacher, R-Calif.
Associated Press Aug. 4, 1999
"Hughes satellite has catastrophic failure temporarily silencing 40 million
pagers. Three other Hughes satellites suffer severe battery glitches.
Wall Street Journal Feb. 26, 1999
"Hughes loses $92 million in 2nd quarter.
Associated Press Aug. 4, 1999
"Hughes loses $30 million in 3rd quarter.
Bloomberg News Oct. 14, 1999
"$1 Billion Hughes-Raytheon Haggle. Hughes closed its $9 billion sale of Hughes
Defense to Raytheon in 1997. But still they haggle, and it could be costly to
GM.
Wall Street Journal May 21, 1999
"Bloomberg News earlier said $ 1/2 Billion of the dispute is over a short-fall
in the Hughes retirement plan.
31
<PAGE>
"Cumulative voting encourages management to maximize share value by making
it easier for a would-be acquirer to gain board representation.
"Vote yes to maximize shareholder value:
"REINSTATE CUMULATIVE VOTING
YES ON 7"
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 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 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 1999 meeting and on fifteen 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. In the case of GM, cumulative voting is not
necessary to provide management accountability; General Motors is committed to
continuing its good corporate governance practices, which include such
safeguards as an annually elected board, a majority of independent directors,
exclusively independent membership of key board committees, confidential voting,
absence of "dead hand poison pill," and published board governance guidelines.
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.
32
<PAGE>
ITEM NO. 8
Nick Rossi, P.O. Box 249, Boonville, CA 95415, owner of 600 shares of
Common Stock, has given notice that he intends to present for action at the
annual meeting the following resolution:
"RESOLVED:
"INDEPENDENT DIRECTORS
"The key board committees shall have all independent directors,
(Recommendation). The key board committees are:
"* Audit
"* Nominating
"* Compensation
"SUPPORTING STATEMENT:
"All members of a board's audit, nominating and compensation committees should
be independent. Source: The Council of Institutional Investors Shareholder Bill
of Rights (www.ciicentral.com).
"The standard for director independence is:
"A director is independent if his or her only non-trivial professional,
financial or familial connection to the company or its CEO within the past 10
years is his or her directorship. This definition is a core policy in the
Council of Institutional Investors Shareholder Bill of Rights. Institutional
investors own 64% of GM stock.
"This standard is important because the GM directors have numerous faults
that are contrary to the good corporate governance standards held by many
institutional shareholders.
1) Interlocking cross-directors:
Interlocking Directors Company
------------------------------ --------------------
McLaughlin & Fisher American Airlines
McLaughlin, Marriott & Pearce Marriott
Bryan & Fisher Bank One Corporation
"* 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 entrenched on the board:
Fisher III 28-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.
Business Week Sept. 15, 1997
33
<PAGE>
"3) Directors affiliated with companies that do significant business with
GM.
Marriott Marriott Hotels
McLaughlin Aspen Institute
"* 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.
"4) Directors own less than 1000 shares of stock:
Sullivan 100 shares (per 1999 GM proxy)
Everhart 400 shares
Marriott 1000 shares
"* Directors need a significant stake in the company in order to make
decisions like shareholders.
"The following news reports highlight the need for INDEPENDENT DIRECTOR
oversight. These are key issues that deserve proactive and objective attention
from independent directors with a stake in GM:
"GM hit historic low of 27% market share in November. GM stung by slumping U.S.
market share, expects to raise costly incentives on small cars, sport utilities
and minivans.
Reuters Dec. 6, 1999
"GM does not need a feud with many of its 7,700 U.S. dealers. GM's U.S. sales
have been rattled by a massive reorganization, a troublesome vehicle-ordering
system and a controversial move to take over dealer advertising budgets.
Wall Street Journal Oct. 13, 1999
"GM flips on buying 770 dealerships. Reversal comes just 4-weeks after GM
announced it would buy 770 dealerships. The plan drew outrage from dealers and
groans from some Wall Street analysts.
Automotive News Nov. 1, 1999
"GM president Wagoner fueled the fire by ordering dies removed from a Flint
factory that was to start making critical truck parts. It was a huge and costly
mistake. Infuriated workers immediately brought all of GM to a screeching halt
in a strike that cost $2 billion.
Business Week Feb. 1, 1999
"GM will discontinue two models. Say good-bye to the Camaro and the Firebird.
Associated Press Nov. 11, 1999
"For GM to even to consider buying Honda engines from Japan is a national
disgrace and a slap in the face to every American and to every GM employee.
"The $4 billion GM wasted on the Flint strike last year would have paid for a
lot of research and development.
Letter to Automotive News Dec. 20, 1999
34
<PAGE>
"To enhance independent Board oversight, vote yes for:
INDEPENDENT DIRECTORS
YES ON 8"
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 13 directors,
ten 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 By-laws' 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. Section 2.12 of 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 has seven standing committees, six of which are
wholly comprised of independent directors as defined by Section 2.12 of GM's
By-laws. This includes the Committee on Director Affairs (Nominating), the
Executive Compensation Committee and the Audit Committee. Of the total 43
committee memberships on the seven standing committees, 42 are considered
independent. The Chairman and Chief Executive Officer's membership on the
Investment Funds Committee is the sole instance where an employee-director
serves on a Board committee.
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
Ray T. Chevedden and Veronica G. Chevedden, 5965 S. Citrus Ave., 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:
"INDEPENDENT ANALYSIS OF THE GM PROXY
"An independent analysis be published in the proxy statement regarding each item
for vote at the shareholder meeting (Recommendation).
35
<PAGE>
"SUPPORTING STATEMENT:
"This includes the major items for vote at annual shareholder meetings:
"* Directors
"* Auditors
"* Management proposals
"* Shareholder proposals
"The analysis shall be an independent critique focused on the issues for
improvement regarding company directors, auditors and management proposals. Thus
shareholder decisions on directors, auditors and management proposals will have
the benefit of contrasting view-points for an informed decision. Currently only
shareholder resolutions have the of benefit of contrasting view-points to make
informed decisions.
"Since only the shareholder proposals now have contrasting view-points, the
independent critique on shareholder proposals may include both sides of the
issues.
"Plain English Rule: This analysis shall be consistent with the updated
Staff Legal Bulletin No. 7, SEC No-Action Letters Ind. & Summaries (September 4,
1998) with information on the plain English rule.
"A proxy statement with contrasting view-points is particularly important
since most proxy statements usually arrive within a 2-month period in the early
spring. Shareholders thus have a limited time to make an informed decision and
would benefit from contrasting view-points presented in the same document. The
company shall not over-rule the text and formatting of independent analysis
report. It shall be up to 500 words per item.
"Major independent proxy advisory firms include:
"Institutional Shareholder Services (http://iss.cda.com)
"Investor Responsibility Research Center (http://www.irrc.org)
"Proxy Monitor (http://www.proxymonitor.com)
"The same proxy advisory firm shall not prepare this analysis more than one
time in any 3-year period.
"For example under this proposal GM shareholders would have been entitled
to know before they cast their vote, that GM director oversight in 1999 could be
compromised by:
"* Five interlocking cross-directors.
"* One director overextended with 11 board seats at other companies.
"* Two directors entrenched with 17 years and 27 years on the board.
"* Two directors linked to companies that did considerable business with GM.
"* Four directors owned 1000 shares or less.
36
<PAGE>
"To improve shareholder opportunity to make informed decisions, vote yes for:
INDEPENDENT ANALYSIS OF THE GM PROXY
YES ON 9"
THE BOARD OF DIRECTORS FAVORS A VOTE AGAINST THE ADOPTION OF THIS PROPOSAL
FOR THE FOLLOWING REASONS:
The Board does not believe that engaging a consultant to provide
"contrasting viewpoints" on items described in the proxy statement would be
valuable to General Motors stockholders. The Board is already responsible to the
stockholders for screening and evaluating proposals made by management and by
stockholders. If the Board approves a proposal, it is implemented or, if
stockholder approval is necessary, recommended to the stockholders. If the Board
does not believe that a stockholder proposal is in the best interest of the
Corporation and its stockholders, it is included in the proxy materials with a
recommendation to vote against the proposal.
Including the proposed independent analysis in the proxy statement could
make it longer and more complicated at a time when GM has been striving to
respond to stockholders' preference for shorter, simpler documents. In addition
to adding the analyst's comments regarding each proposal, some information about
the analyst's qualifications and possible conflicts of interest would be
necessary so that stockholders would have some basis for determining how much
weight to put on its views. It is not clear whether the Board would be permitted
or even required to rebut any statements by the analyst that are false or
misleading. The proxy rules promulgated by the Securities and Exchange
Commission require companies to disclose fully to their stockholders all
relevant information and prohibit any statements that are false or misleading or
any failure to state a necessary fact. Rebuttals or counterarguments could be
legally required, but would further complicate the proxy statement.
GM stockholders elect directors as their representatives, and the General
Motors Board has a fiduciary duty to act in the best interest of the Corporation
and its stockholders in making recommendations regarding proposals included in
the proxy material. The Board believes that adding "contrasting viewpoints"
would not serve the interests of GM or its stockholders.
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 electronic means and the directors,
officers, and employees of GM may also solicit proxies. 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.
37
<PAGE>
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 resolution which would be presented for
action at the meeting.
IF YOU 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 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 18, 2000
38
<PAGE>
EXHIBIT A
GENERAL MOTORS CORPORATION
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER
PURPOSE
The primary function of the Audit Committee is to assist the Board of
Directors in fulfilling its oversight responsibilities with respect to the
financial reports and other financial information provided by the Corporation to
the stockholders and others, the Corporation's system of internal controls, and
the Corporation's audit, accounting, and financial reporting processes
generally.
In carrying out this function, the Audit Committee shall serve as an
independent and objective monitor of the performance of the Corporation's
financial reporting process and system of internal control; review and appraise
the audit efforts of the Corporation's independent accountants and internal
audit department; and, provide for open, ongoing communication among the
independent accountants, financial and senior management, internal audit
department, and the Board of Directors concerning the Corporation's financial
position and affairs.
COMPOSITION
The Audit Committee shall be comprised of three or more directors, as
determined by the Board of Directors, each of whom shall be an independent
director as determined in accordance with the Corporation's By-laws and NYSE
rules. In accordance with NYSE rules, all members of the Audit Committee shall
be "financially literate," i.e., familiar with basic finance and accounting
practices, and at least one member of the Committee shall have accounting or
related financial management expertise.
MEETINGS
The Committee shall meet at least four times annually, or more frequently
as circumstances dictate. The Committee shall meet at least annually, and more
often as warranted, with the General Auditor and the independent accountants in
separate executive sessions to discuss any matters that the Committee or each of
these groups believes should be discussed privately. The Committee shall
maintain a high degree of independence both in establishing its agenda and
directly accessing various members of General Motors and subsidiary management.
The Committee shall meet annually with management, the general auditor and/or
the audit committee of major subsidiary companies (as designated by the Audit
Committee) regarding their systems of internal control, results of audits, and
accuracy of financial reporting.
RESPONSIBILITIES AND DUTIES
The Committee's responsibility is oversight, and it recognizes that the
Corporation's management is responsible for preparing the Corporation's
financial statements. Additionally, the Committee recognizes that financial
management (including the internal audit staff), as well as the independent
accountants, have more knowledge and more detailed information about the
Corporation than do the members of the Committee; consequently, in carrying out
its oversight responsibilities the Committee is not providing any expert or
special assurance as to the Corporation's financial statements or any
professional certification as to the independent accountants' work.
A-1
<PAGE>
The following functions shall be the common recurring activities of the
Committee in carrying out its oversight responsibility. These functions are set
forth as a guide with the understanding that the Committee may diverge from this
guide as appropriate given the circumstances.
* Review with a representative of financial management and the independent
accountants the financial information contained in the Corporation's
Quarterly Report on Form 10-Q prior to its filing, the Corporation's
earnings announcements prior to release, and the results of the
independent accountants' review of Interim Financial Information pursuant
to SAS 71. The Chair may represent the entire Audit Committee, either in
person or by telephone conference call, for purposes of this review.
* Review with management and the independent accountants at the completion
of the annual audit of the Corporation's consolidated financial
statements included in the Annual Report on Form 10-K for the last fiscal
year and prior to its filing:
(1) the Corporation's annual consolidated financial statements and
related footnotes;
(2) the independent accountants' audit of the consolidated financial
statements and their report;
(3) any significant changes required in the independent accountants'
examination plan;
(4) any serious difficulties or disputes with management encountered
during the course of the audit; and
(5) other matters related to the conduct of the audit which are to be
communicated to the Audit Committee under general accepted auditing
standards including, discussions relating to the independent
accountants' judgments about such matters as the quality, not just
the acceptability, of the Corporation's accounting practices and
other items set forth in SAS 61 (Communication with Audit Committees)
or other such auditing standards that may in time modify, supplement
or replace SAS 61.
* On an annual basis, the Audit Committee should ensure receipt of, and
review with the independent accountants, a written statement required by
Independence Standards Board (ISB) Standard No. 1, as may be modified or
supplemented, and discuss with the accountants their independence. The
Committee will recommend that the Board of Directors take appropriate
action on any disclosed relationships that may reasonably be thought to
bear on the independence of the accountants and satisfy itself that the
Corporation has engaged independent accountants as required by the
Securities Acts administered by the Securities and Exchange Commission.
* The Committee will have prepared and review the Audit Committee Report
for inclusion in the annual stockholders' meeting proxy statement. The
Audit Committee Report must state whether the Audit Committee:
(1) has reviewed and discussed the audited consolidated financial
statements with management;
(2) has discussed with the independent accountants the matters required
to be discussed by SAS 61, as may be modified, supplemented or
replaced; and
(3) has received the written disclosures from the independent
accountants required by ISB Standard No. 1, as may be modified or
supplemented, and has discussed with the accountants their
independence; and
A-2
<PAGE>
(4) has recommended to the Board of Directors, based on the review and
discussions referred to in above items (1) through (3), that the
Corporation's consolidated financial statements be included in the
Annual Report on Form 10-K for the last fiscal year for filing with
the Commission.
* The Audit Committee and Board of Directors are responsible for the
selection, evaluation and, where appropriate, replacement of the
independent accountants. Selection for the ensuing calendar year will be
submitted to the stockholders for ratification or rejection at the annual
meeting of stockholders. Consistent with these responsibilities, it is
recognized that the independent accountants are ultimately accountable to
the Board of Directors and Audit Committee.
* Review and reassess the adequacy of the audit committee charter on an
annual basis. The charter will be included as an appendix to the annual
stockholders' meeting proxy statement triennially or in the next annual
stockholders' meeting proxy statement after any significant amendment to
the charter.
* In consultation with the independent accountants and the General Auditor,
regularly review the integrity of the Corporation's financial reporting
processes and system of internal control.
* Review and concur in the appointment, replacement, reassignment or
dismissal of the General Auditor. Confirm and assure the objectivity of
the General Auditor.
* Review the performance of the internal audit department, including the
objectivity and authority of its reporting obligations, the proposed
audit plans for the coming year, and the coordination of such plans with
the independent accountants.
* Review, as needed, the internal audit department's charter, which shall
define its purpose, authority, and responsibilities.
* Review policies and procedures with respect to officers' expense accounts
and perquisites, including their use of corporate assets, and consider
the results of any review of these areas by the internal auditors or the
independent accountants.
* Review legal and regulatory matters that may have a material impact on
the Corporation's consolidated financial statements, related compliance
policies and programs, and reports received from regulators.
In addition to the activities described above, the Audit Committee will
perform such other functions as necessary or appropriate under law, the
Corporation's charter or By-laws, and the resolutions and other directives of
the Board of Directors.
The Audit Committee shall have the power to conduct or authorize
investigations into any matters within its scope of responsibilities and shall
be empowered to retain independent counsel, accountants, or others to assist it
in the conduct of any investigation.
The duties and responsibilities of a member of the Audit Committee are in
addition to those duties generally pertaining to a member of the Board of
Directors.
The Audit Committee will report its actions to the Board of Directors with
such recommendations as the Audit Committee may deem appropriate.
A-3
<PAGE>
- -------------------------------------------------
RESULTS OF THE ANNUAL MEETING
Final officially certified results of voting
at the annual meeting will be available on
our Web site, www.gm.com. To obtain a
transcript of the meeting, stockholders
should write to GM Fulfillment Center, Mail
Code 480-000-FC1, 30200 Stephenson Hwy.,
Madison Heights, MI 48071.
- -------------------------------------------------
- -------------------------------------------------
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 GM
Fulfillment Center, Mail Code 480-000-FC1,
30200 Stephenson Hwy., Madison Heights, MI
48071 or you may find it at
www.gm.com/ehsreport. This report provides
information on the environmental aspects of
GM's products and operations.
- -------------------------------------------------
- -------------------------------------------------
IMPORTANT!
If you 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]
GENERAL MOTORS PRODUCTS
As a stockholder, you may be
interested in the full line of
GM products. Check them out
at www.gm.com.
<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
TUESDAY, JUNE 6, 2000, 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,
G. M. C. Fisher, N. Idei, K. Katen, J. W. Marriott, Jr., H. J. Pearce,
E. Pfeiffer, J. F. Smith, Jr., G. Richard Wagoner, Jr., L. D. Ward, 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 2000
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 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 1-3 AND "AGAINST" ITEMS 4-9
This proxy/voting instruction card will be voted
"FOR" Items 1-3 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
3. Amend Certificate of / / / / / /
Incorporation to
increase authorized
Class H Common Stock
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 4-9 if no choice is specified.
FOR AGAINST ABSTAIN
4. Stockholder proposal on / / / / / /
compensation disclosure
5. Stockholder proposal to / / / / / /
limit director pay
6. Stockholder proposal on / / / / / /
nominating candidates for
the Board
7. Stockholder proposal to / / / / / /
adopt cumulative
voting policy
8. Stockholder proposal on / / / / / /
independent directors on
key Board committees
9. Stockholder proposal on / / / / / /
independent analysis of
items in proxy statement
- -------------------------------------------------------------------------------
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
TUESDAY, JUNE 6, 2000, 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, G. M. C. Fisher, N. Idei,
K. Katen, J. W. Marriott, Jr., H. J. Pearce, E. Pfeiffer, J. F. Smith, Jr.,
G. Richard Wagoner, Jr., L. D. Ward, 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 2000 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 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 1-3 AND "AGAINST" ITEMS 4-9
- ----------------------------------------------------
This proxy/voting instruction card will be voted
"FOR" Items 1-3 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
3. Amend Certificate of / / / / / /
Incorporation to
increase authorized
Class H Common Stock
THIS PROXY/VOTING INSTRUCTION CARD REPRESENTS YOUR
HOLDINGS OF COMMON STOCK.
- ---------------------------------------------------
- ---------------------------------------------------------
This proxy/voting instruction card will be voted
"AGAINST" Items 4-9 if no choice is specified.
FOR AGAINST ABSTAIN
4. Stockholder proposal on / / / / / /
compensation disclosure
5. Stockholder proposal to / / / / / /
limit director pay
6. Stockholder proposal on / / / / / /
nominating candidates for
the Board
7. Stockholder proposal to / / / / / /
adopt cumulative
voting policy
8. Stockholder proposal on / / / / / /
independent directors on
key Board committees
9. Stockholder proposal on / / / / / /
independent analysis of
items in proxy statement
- ---------------------------------------------------------
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
TUESDAY, JUNE 6, 2000, 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, G. M. C. Fisher, N. Idei,
K. Katen, J. W. Marriott, Jr., H. J. Pearce, E. Pfeiffer, J. F. Smith, Jr.,
G. Richard Wagoner, Jr., L. D. Ward, 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 2000 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 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 1-3 AND "AGAINST" ITEMS 4-9
- ----------------------------------------------------
This proxy/voting instruction card will be voted
"FOR" Items 1-3 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
3. Amend Certificate of / / / / / /
Incorporation to
increase authorized
Class H Common Stock
THIS PROXY/VOTING INSTRUCTION CARD REPRESENTS YOUR
HOLDINGS OF CLASS H COMMON STOCK.
- ---------------------------------------------------
- ---------------------------------------------------------
This proxy/voting instruction card will be voted
"AGAINST" Items 4-9 if no choice is specified.
FOR AGAINST ABSTAIN
4. Stockholder proposal on / / / / / /
compensation disclosure
5. Stockholder proposal to / / / / / /
limit director pay
6. Stockholder proposal on / / / / / /
nominating candidates for
the Board
7. Stockholder proposal to / / / / / /
adopt cumulative
voting policy
8. Stockholder proposal on / / / / / /
independent directors on
key Board committees
9. Stockholder proposal on / / / / / /
independent analysis of
items in proxy statement
- ---------------------------------------------------------
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.
OUTSIDE THE UNITED STATES CALL COLLECT: 1-201-536-8073 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) G. M. C. Fisher; (05) N. Idei; (06) K. Katen;
(07) J. W. Marriott, Jr.; (08) H. J. Pearce; (09) E. Pfeiffer;
(10) J. F. Smith, Jr.; (11) G. R. Wagoner, Jr.; (12) L. D. Ward;
(13) 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-00
