General Motors Company (GM) Proxy filing summary

Executive summary

• Achieved highest U.S. market share in a decade, with strong growth in EV sales and software services, including 12 million OnStar subscribers and $5.4B in deferred revenue from software offerings.

• Strategic realignment prioritized profitable internal combustion engine products and rightsized EV capacity, with new battery chemistry to reduce costs and improve future EV profitability.

• Returned $6.5B to shareholders via dividends and repurchases in 2025; authorized a new $6B share repurchase and increased quarterly dividend by 20% to $0.18 per share.

• Outperformed key competitors and the S&P 500 with over 50% total shareholder return for the second consecutive year.

Voting matters and shareholder proposals

• Shareholders will vote to elect 11 directors, ratify Ernst & Young LLP as auditor, approve executive compensation (Say-on-Pay), determine frequency of Say-on-Pay votes, approve an amendment to the 2020 Long-Term Incentive Plan, and consider shareholder proposals on board leadership and Indigenous Peoples’ rights.

• Board recommends voting for all management proposals and against both shareholder proposals.

Board of directors and corporate governance

• Board comprises 11 directors with diverse skills in finance, technology, manufacturing, marketing, and risk management; 10 of 11 are independent.

• Updated governance guidelines set a non-employee director retirement age of 75 and a 20-year term limit.

• Board committees include Audit, Executive Compensation, Finance, Governance, and Risk and Cybersecurity, all chaired by independent directors.

• Annual board and committee self-evaluations, director orientation, and ongoing education are emphasized.