General Motors 8-K 2024-10-04

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): October 4, 2024

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)

(313) 667-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Securities registered pursuant to Section 12(b) of the Act:

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(a) On October 4, 2024, the Board of Directors (the “Board”) of General Motors Company (the “Company”) approved amendments to the Company’s Bylaws (the “Amended and Restated Bylaws”), which became effective immediately. The Amended and Restated Bylaws were amended to remove the requirement that a director nominated by a shareholder pursuant to the proxy access provisions of the Company’s Bylaws (such director, a “shareholder nominee”) must provide an irrevocable resignation letter that would become effective upon a determination by the Board (or any committee thereof) that (i) the information provided to the Company with respect to such shareholder nominee was untrue in any material respect or omitted to state a material fact necessary in order to make the statements made not misleading, or (ii) such shareholder nominee (or shareholder who nominated such shareholder nominee) failed to comply with any obligation owed to or breached any representation made under or pursuant to the Bylaws. The Amended and Restated Bylaws also include certain administrative and clarifying updates.

The foregoing description of the amendments to the Amended and Restated Bylaws are qualified in its entirety by reference to the text of the Amended and Restated Bylaws. The Amended and Restated Bylaws, along with a copy marked to show changes from the prior version, are included as Exhibits 3.1 and 3.2, respectively, to this Current Report on Form 8-K and are incorporated herein by reference.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.