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General Motors Company
Symbol GMM
Shares Issued 1,510,595,425
Close 2017-05-04 U$ 33.07
Market Cap U$ 49,955,390,705
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GM says Greenlight proposal creates "unacceptable" risk

2017-05-04 12:47 ET - News Release

An anonymous director reports

GM STATEMENT REGARDING GREENLIGHT LETTER

General Motors Company again affirms that after an objective and thorough review over a seven-month period, GM's board has determined that Greenlight's proposal to eliminate the dividend on the existing GM common stock and distribute the proposed new "dividend security" creates an unacceptable level of risk, would not create the value Greenlight indicates and would be detrimental to GM shareholders.

GM's board nominees are the best candidates to increase value for shareholders

GM believes that voting for any of the Greenlight candidates represents an endorsement of Greenlight's flawed plan, and the presence of any of the Greenlight candidates on the board would undermine GM's ability to move forward with focus and clarity on the right strategic imperatives that are critical as GM navigates this period of unprecedented industry change.

GM presented information accurately and responsibly; rating agencies had complete and accurate information regarding the proposal when they issued their opinions and have not changed their opinions after meeting with Greenlight.

  • GM's outstanding directors are the best-suited individuals to continue overseeing the successful execution of GM's transformational plan, which has delivered three years of record results (1) and returned significant value to shareholders.
  • In stark contrast, Greenlight's candidates were nominated specifically to advance Greenlight's dual-class stock plan, which GM's board views as high-risk and detrimental to the long-term best interests of GM and its shareholders, and do not have the depth or breadth of relevant experience, at the same level of complexity, that GM's directors bring. Their experience is already fully represented by the current GM board members.

Greenlight's claims regarding GM's engagement with the rating agencies relative to Greenlight's dividend share proposal are baseless and represent what GM views as an irresponsible attempt to divert attention away from the fact that Greenlight's proposal is a high-risk experiment in financial engineering that is not in the best interests of GM shareholders, would result in a downgrade of GM's credit rating and would not increase value for shareholders.

As GM has said before:

  • GM presented Greenlight's dividend share idea to the rating agencies fully and fairly.
  • Greenlight's definitive proxy makes clear that Greenlight has met with two of the rating agencies to make its case directly and the rating agencies' views have not changed. The rating agencies issued their reports after Greenlight made its proposal public and posted its investor presentation.
  • It is also clear from the public statements made by the rating agencies that they understand all aspects of the proposal and that it would represent a credit negative if implemented. Any suggestion to the contrary is false.

The board's conclusions and additional materials addressing Greenlight's most recent assertions are available on GM's website in a dedicated section where shareholders can access all related information.

Important additional information regarding proxy solicitation:

GM has filed a definitive proxy statement and form of white proxy card with the U.S. Securities and Exchange Commission (SEC) in connection with the solicitation of proxies for GM's 2017 annual meeting. GM, its directors and certain of its executive officers may be deemed participants in the solicitation of proxies from shareholders in respect of the 2017 annual meeting. Information regarding the names of GM's directors and executive officers and their respective interests in GM by security holdings or otherwise is set forth in the definitive proxy statement. Details concerning the nominees of GM's board of directors for election at the 2017 annual meeting are included in the definitive proxy statement. Before making any voting decision, investors and shareholders of the company are urged to read all relevant documents filed with or furnished to the SEC, including the company's definitive proxy statement and any supplements thereto and accompanying white proxy card, because they contain important information. Investors and shareholders can obtain a copy of the definitive proxy statement and other relevant documents filed by GM free of charge from the SEC's website. GM's shareholders can also obtain, without charge, a copy of the definitive proxy statement and other relevant documents filed by GM by directing a request by mail to GM shareholder relations at General Motors Company, mail code 482-C23-D24, 300 Renaissance Center, Detroit, Mich., 48265, or by e-mail; by calling GM's proxy solicitor, Innisfree M&A Inc., toll-free at 1-877-825-8964; or from the investors section of GM's website.

Note:

  1. Represents core operating performance (that is, adjusted for major recall campaigns).

About General Motors Company

GM and its partners produce vehicles in 30 countries, and the company has leadership positions in the world's largest and fastest-growing automotive markets. GM, its subsidiaries and joint venture entities sell vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang, Opel, Vauxhall and Wuling brands.

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