~~All Directors~~Our policy is that all our employees and ~~Executive Officers as a Group~~

~~The beneficial ownership as of April 1, 2013 (except as noted below) of~~directors must avoid any activity that is in conflict with our Common Stock by each person or group of persons who is known to be the beneficial owner of more than 5 percent of our outstanding shares of Common Stock on a fully diluted basis is shown in the following table.

Three of our stockholders—the UST, Canada GEN Investment Corporation (“Canada Holdings”), and the VEBA Trust—have entered into a Stockholders Agreement with us (the “Stockholders Agreement”) under which at least two-thirds of the directors are required to be determined by our Board of Directors to be independent within the meaning of NYSE rules.

As long as the VEBA Trust holds at least 50 percent of the shares of our Common Stock it held on July 10, 2009, it has the right under the Stockholders Agreement to designate one nominee to our Board of Directors. The VEBA Trust’s choice is subject to the consent of the UAW and, if its designee is not independent of General Motors, to the consent of the UST. Under this provision, the VEBA Trust designated Mr. Girsky, who was nominated by the Board as part of the slate of candidates it recommends for election at the annual meeting.

The Stockholders Agreement provides that the UST and Canada Holdings (the “Government Holders”) will not vote their shares of our Common Stock, with certain exceptions. With regard to the election of directors, the Government Holders will vote for any nominee designated by the VEBA Trust as described above and otherwise will vote at their discretion with respect to any candidates nominated by the Board of Directors or third parties. With regard to the other matters to be presented to the stockholders at the annual meeting, if the vote of the Government Holders is required for stockholder action, they will vote in the same proportionate manner as the holders of Common Stock other than the VEBA Trust and its affiliates and the directors and executive officers of the Company. Similarly, the Stockholders Agreement further provides that the VEBA Trust will vote its shares of our Common Stock on each matter presented to the stockholders at the annual meeting in the same proportionate manner as the holders of our Common Stock, other than our directors and executive officers.

Each of the UST, Canada Holdings, and the VEBA Trust will be subject to the terms of the Stockholders Agreement until it beneficially owns less than two percent of the shares of our Common Stock then issued and outstanding.

business interests. Our Board of Directors has adopted the Related Party Transactions Policy, a written policy regarding the review and approval or ratification of “related party transactions.” ~~Related~~For purposes of our Policy, related party transactions are transactions in which our Company is a participant, the amount involved exceeds $120,000, and a “related party” has or will have a direct or an indirect material interest. Related parties of our Company consist of directors (including nominees for election as directors), executive officers, ~~stockholders~~shareholders beneficially owning more than 5 percent of the Company’s voting securities (“Significant ~~Stockholders”~~Shareholders”), and the immediate family members of these individuals.

During 2015, the Governance Committee reviewed and revised the Related Party Transactions Policy to provide that all related party transactions be referred to the Governance Committee for review and approval or ratification. Previously, related party transactions involving executive officers other than the CEO or the General Counsel and their immediate family members were referred to the General Counsel for review and approval or ratification.

Each director and executive officer is responsible for providing written notice to the ~~Senior Vice President and~~ General Counsel ~~(“General Counsel”)~~ of any potential related party transaction involving him or her or his or her immediate family member, including any additional information about the transaction that the General Counsel or Corporate Secretary may reasonably ~~request.~~ request for review by the Governance Committee. The Governance Committee will determine whether the transaction does, in fact, constitute a related party transaction requiring compliance with this policy, in consultation with the General Counsel or Corporate Secretary and outside counsel, as appropriate.

In addition, each director and executive officer is required to complete an annual questionnaire that requests information about their immediate family members and any current, past, and proposed related party ~~transactions, and that~~transactions. This questionnaire also includes a reminder of ~~his or her~~each directors’ obligations under the Related Party Transactions Policy. ~~The General Counsel in consultation with other members of management and with outside counsel, as appropriate, will determine whether the transaction does, in fact, constitute~~

To review a related party transaction, ~~requiring compliance with this policy.~~

~~Related party transactions involving a Significant Stockholder, director, the CEO or the General Counsel and/or their immediate family members will be referred to~~ the Governance Committee ~~for review~~will be provided with all relevant material information of the related party transaction, including the terms of the transaction, the business purpose of the transaction, the benefits to the Company and ~~approval~~to the related party, and any other relevant matters. In determining whether to approve or ~~ratification. (The~~ratify a related party transaction, the Governance Committee will consider the following factors, among others, to the extent they are relevant to the related party transaction:

The Governance Committee in its discretion may refer any transaction to the Board for review and approval or ratification.) Any member of the Governance Committee who has a potential interest in any related party transaction will recuse himself or herself and abstain from voting on the approval or ratification of the related

party transaction, but may participate in all or a portion of the Governance Committee’s discussions of the related party transaction, if requested by the Chair of the Governance Committee. Related party transactions involving executive officers other than the CEO or the General Counsel and/or their immediate family members will be referred to the General Counsel for review and approval or ratification. All determinations by the General Counsel will be reported to the Governance Committee at its next regularly scheduled meeting.

In determining whether to approve or ratify a related party transaction, the Governance Committee or the General Counsel will consider the following factors, among others, to the extent relevant to the related party transaction:

In any case where the Governance Committee ~~or the General Counsel~~ determines not to ratify a related party transaction that has been commenced without approval, the Governance Committee ~~or the General Counsel, as appropriate,~~ may direct additional actions, including, but not limited to, immediate discontinuation or rescission of the transaction or modification of the transaction to make it acceptable for ratification. The Governance Committee has authority to oversee our Related Party Transactions Policy and to amend it from time to time. In addition, the Governance Committee is responsible for annually reviewing the independence of each director and the appropriateness of any potential related party transaction and related issues. Our Related Party Transactions Policy is available on our website atwww.gm.com/investor, under “Corporate Governance.”

As required under SEC rules, we will disclose all related party transactions in our Proxy Statement. No reportable transactions have occurred since January 1, 2015, or are currently proposed.

Our Board believes that fostering long-term and enterprise-wide relationships with our shareholders and maintaining their trust and goodwill is a core GM ~~repurchased~~objective. And to demonstrate its openness to investor feedback and input, our Board recently adopted a Director-Shareholder Engagement Policy, which contemplates both proactive engagement, in

which shareholders are identified by the Board for selective engagement, and reactive engagement, with shareholders that seek to provide input to the Board and executive management on various matters. Through this process, GM conducts engagements with key shareholders. These engagements routinely cover governance, compensation, environmental, social, and other current and emerging issues so that the Board and management understand and address the issues that are important to our shareholders.

Since GM’s last Annual Meeting, members of the Board and management have conducted engagements with shareholders representing more than 45 percent of the Company’s outstanding shares. In addition, our management team engaged with shareholders who submitted proposals for inclusion in this Proxy Statement to discuss their concerns and areas of agreement and disagreement. The Company gained valuable feedback during these engagements, and this feedback was shared with the Board and its relevant Committees.

We have a long-standing commitment to our shareholders and communities to operate in an environmentally and socially responsible manner. We continue to take action to reduce our global carbon footprint, optimize the efficiency and safety of our workplace, support our customers in reducing their own environmental footprints, and encourage our suppliers to act in more sustainable ways. To do this, we provide solutions all over the world in the form of improved and new types of products, innovation for existing products and services, and advanced technologies.

Placing the customer at the center of all we do extends to both how we build our products and how we serve and improve our communities. When it comes to sustainability, we pursue outcomes that create value for all of our stakeholders.

Our sustainability strategy is aligned to our business practices and emphasizes:

To learn more about sustainability at GM and how we, together with our customers and shareholders, are making a difference, please access our Sustainability Report athttp://www.gmsustainability.com.

Our Board has adopted a U.S. Corporate Political Contributions and Expenditures Policy (“Political Contributions Policy”). The Political Contributions Policy, together with other policies and procedures of the Company, guides GM’s approach to political contributions. We participate in the political process to help shape public policy and address legislation that impacts GM, our industry, and our shareholders. GM has a history of supporting and will continue to support public policies that work to drive or are necessary to furthering the achievement of our long-term, sustainable growth. As specified in its Charter, the Governance Committee oversees this policy and annually reviews the Company’s engagement in the public policy process. The Committee also annually reviews all corporate political contributions as well as GM Political Action Committee (“GM PAC”) contributions and expenditures (which are funded entirely by voluntary employee contributions). In keeping with our goal of transparency, our U.S. Corporate Political Contributions and Expenditures Policy and our annual voluntary report of U.S. political contributions are available on our website atwww.gm.com/investor, under “Corporate Governance.” The report includes information about contributions to political organizations known as “section 527 organizations;” corporate contributions to individual candidates for state and local office; and portions of dues or similar payments to trade associations and social welfare organizations, to the extent the dues or other payments equal or exceed $50,000 and are attributable to political purposes. In addition, a link to the Federal Election Commission website is provided, which details employee contributions to the federal GM PAC and the GM PAC’s contributions to candidates, party committees, and other PACs.

Security Ownership of Directors, Named Executive Officers, and Certain Other Beneficial Owners

The beneficial ownership as of April 1, 2016, of our common stock by each director, each nominee for election to the Board, each NEO, and all directors and executive officers as a group is shown in the following tables, as well as ownership of Deferred Share Units and Deferred Salary Stock Units. Each of the individuals listed in the following tables owns less than 1 percent of the outstanding shares of our ~~Common Stock from~~common stock; all directors and officers as a group own less than 1 percent of the ~~UST, a Significant Stockholder, at a cash price~~outstanding shares. The persons named have provided this information to us, and we have no reason to believe it is not accurate. None of ~~$27.50 per share for a total consideration of $5.5 billion (“~~the ~~Sale”). The price paid~~shares shown in the ~~Sale represented~~following tables as beneficially owned by directors and executive officers is hedged or pledged as security for any obligation.

Named Executive Officers and All Directors and Executive Officers as a ~~7.9 percent premium over the closing price~~Group

The beneficial ownership, as of April 1, 2016, of our ~~Common Stock on December 18, 2012,~~common stock by each person or group of persons who is known to be the ~~day before the Sale was announced. In connection with the Sale, the UST publicly announced its intention to sell the remainder~~beneficial owner of ~~its holdings~~more than 5 percent of our ~~Common Stock within 12 to 15 months after the Sale, subject to market conditions. GM incurred~~outstanding shares of common stock on a ~~special charge of approximately $400 million~~fully-diluted basis is shown in the ~~fourth quarter of 2012 as a result of the Sale. The transaction was approved pursuant~~following table.

~~Pernilla Ammann,~~Stockholders Agreement dated October 15, 2009, between the ~~wife~~Company and the UAW Retiree Medical Benefits Trust (the “VEBA Trust”), the VEBA Trust will vote its shares of Senior Vice President and Chief Financial Officer, Daniel Ammann, is an officer and partner at an advertising firm, which in 2012 provided services to GM for which it received approximately $1.8 million. The payment was approved pursuantour common stock on each matter presented to the ~~Company’s Related Party Transactions Policy.~~

~~Thomas G. Stephens, retired~~shareholders at the Annual Meeting in the same proportionate manner as ~~Vice Chairman~~the holders of our common stock other than our directors and Chief Technology Officer of the Company in April 2012. Mr. Stephens’ sister-in-law, Juli A. Stephens, was employed by General Motors LLC, an indirect subsidiary of the Company, throughout 2012, and Mr. Stephens’ brother, George T. Stephens was employed by General Motors LLC until his death in November 2012. Mr. Stephens’ family members each received less than $320,000 in total compensation in 2012, and their respective salary and benefits were comparableexecutive officers. The VEBA Trust will be subject to ~~those provided to other GM employees in similar positions. Their employment on these terms was approved pursuant to the Company’s Related Party Transactions Policy.~~

David Bonderman is a founding partner of TPG, a private investment firm, whose affiliate invests in automobile dealerships in Asia representing various vehicle manufacturers. These investments include dealerships in China that sell Chevrolet and Buick brand vehicles under a distribution agreement with Shanghai General Motors Co., Ltd (“SGM”), a joint venture in which GM has a significant interest. Under the terms of ~~SGM’s joint venture agreement, we do not control SGM’s distribution activities.~~the Stockholders Agreement until it beneficially owns less than 2 percent of the shares of our common stock then issued and outstanding.

~~SECTION~~Section 16(a) ~~BENEFICIAL OWNERSHIP REPORTING COMPLIANCE~~Beneficial Ownership Reporting Compliance

Federal securities laws require that our directors and executive officers and ~~stockholders~~shareholders that own more than 10 percent of our ~~Common Stock~~common stock report to the SEC and the Company certain changes in ownership and ownership information within specified periods. As a matter of practice, the Company’s administrative staff assists our directors and executive officers in preparing initial reports of ownership and reports of changes in ownership and files those reports on their behalf. Based solely on the reports received by us or filed with the SEC and upon information furnished by these ~~persons,~~people, we believe that all ~~required filings for 2012 were~~such persons complied with all applicable filing requirements during 2015 with one exception. In May 2015, Mr. Mulva made in a filing on Form 4 to report an open market acquisition of shares of common stock. Mr. Mulva timely ~~manner.~~

2012 was another year of important accomplishments for General Motors, building on the momentum we achieved in 2010 and 2011. We repaid our loan from the UST in 2010 and have no outstanding loans from the U.S. or Canadian governments. The U.S. economic recovery, continued strong demand for GM vehicles in China, and the global growth of the Chevrolet brand have helped deliver very solid results. Despite the challenging environment, particularly in Europe, we have now delivered a third straight year of profitability and have taken significant actions to put the Company on a solid path for future growth. As a result of implementing key strategic initiatives, we: (CD&A)

Although 2012 was a year marked by areas of significant accomplishment and continued profitability, it was tempered by continuing weakness in Europe. However, we believe that the initiatives outlined above are the basis of our continued success and will be reflected in sustained improvement in our business results and Total Shareholder Return over the long term.

We could not have maintained our competitive focus and achieved these important successes without the dedicated efforts of our employees, particularly the members of our senior management team, many of whom joined the Company in recent years to assist us in reestablishing our brand dominance. The leadership, hard work and sacrifice required to maintain operational effectiveness and continue to implement structural and financial improvements to assure our future success speaks to their exceptional capabilities. However, it is challenging to maintain an effective compensation program based on pay for performance within the compensation constraints

and rules promulgated by the UST. Without offering standard forms of incentive compensation, there are challenges in aligning executives with stockholders and in providing incentives to achieve the Company’s financial and business objectives.

Although we have attempted to maintain a strong focus on performance recognition, our executive compensation plans are strictly constrained by our compliance with the rules promulgated by the UST and additional determinations of the Special Master, which dictate the maximum amounts payable and the form and timing of grants and payments for all 2012 compensation paid to our 25 most senior executives, including the NEOs. Accordingly, during 2012 the compensation structure for these executives continued to include only the following elements:

~~Individual Recommendations~~. The following changes were made to the NEOs’ compensation to recognize their contributions in returning the business to profitability and motivating the leadership team to achieve key business initiatives. Additional information regarding these compensation decisions is provided in “2012 Compensation for Named Executive Officers” on page 38. No adjustments were made to base salaries for NEOs.

Mr. Akerson’s mix of pay elements was adjusted to allocate a greater portion of his total target remuneration to SSUs (while maintaining his total annual compensation at $9 million), in acknowledgement of the possibility of his retirement before the completion of the three-year vesting period for RSUs. His realized compensation for 2012 (i. e., earned during the fiscal year performance period) is shown in the table below and his compensation structure in 2013 will remain the same as in 2012.

►	Investor Outreach Initiatives

We view investor outreach as an ongoing cycle and in 2015 both members of the Board and select members of management continued to hold discussions with some of our largest investors. Through these discussions, we regularly receive feedback on Company performance and compensation programs.

SHAREHOLDER SAY-ON-PAY

The Compensation Committee seeks to align the Company’s executive compensation program with the interests of the Company’s shareholders. The Compensation Committee considers the results of the annual ~~performance period; Mr. Akerson’s SSUs were increased~~Say-On-Pay vote, input from management, input from its independent compensation consultant, and investor outreach initiatives when setting compensation for our executives. In 2015, our shareholders continued to demonstrate support of the compensation programs, with over 97 percent voting in ~~2012 to reflect that he will not be eligible for an RSU award in 2013 for 2012 performance.~~favor.

As discussed in the following Compensation Discussion and Analysis (the “CD&A”) beginning on page 36, because of UST constraints, our CEO’s 2012 total compensation remained in the lowest quartile of compensation for CEOs of comparable companies for the last two years and below the 10^th ~~percentile for 2012.~~

~~Mr. Ammann’s SSU grant and RSU grant were increased to bring his total compensation closer to the median pay level for our 2012 compensation comparator group.~~

~~Mr. Girsky’s SSU grant was increased to bring his total compensation closer to the median pay level for our 2012 compensation comparator group.~~

~~Ms. Barra’s SSU grant and RSU grant were increased to bring her total compensation closer to the median pay level for our 2012 compensation comparator group.~~

~~Mr. Lee’s SSU grant was increased and the mix of pay elements was adjusted to allocate a greater portion of his total target remuneration to SSUs in acknowledgement~~Some of the ~~possibility of his retirement before~~feedback we heard from investors and how it impacted compensation design included the ~~completion of the three-year vesting period for RSUs.~~

~~Additional Compensation Considerations.~~ In addition to the compensation for our 25 most senior executives, including the NEOs, the Special Master’s directives also determined the compensation structure for our next 75 most highly compensated employees, including the mix of fixed versus variable compensation, limiting the use of performance-based cash incentives, and increasing the proportion of compensation paid in long-term equity.

As a result of the limitations on the Compensation Committee’s flexibility in establishing executive pay levels or the mix of pay for our top 100 employees, our mix of cash and equity compensation and fixed and incentive compensation is out of step with market practices and does not support our desired pay-for-performance philosophy. Because of the rigid approach mandated by the UST for our 25 most senior executives, our ability to implement a robust, performance-driven compensation program remains constrained. Further, we are limited in our ability to grant competitive levels of equity-based compensation to our senior executives and are limited to granting incentive compensation only in the form of RSUs, which the UST requires to be in strict proportion to the permitted amount of total compensation. This structure does not meet normally accepted pay-for-performance criteria, and as a result we are not able to deliver compensation for critical personnel to drive their efforts in alignment with GM’s internal business plan for sustained long-term growth.

Currently, annual and long-term incentives are strictly limited by the rules that the UST has promulgated. During 2012 and through today, we increasingly recognized that our need to offer competitive pay, particularly a more appropriate mix of annual cash and non-cash compensation is a growing concern. Such constraints on our ability to compensate critical personnel in a competitive manner inhibits our ability to align incentives and rewards with our business plan, which is fundamental to any successful commercial enterprise, and creates potential recruitment and retention risks at key management levels within the Company. We continue to rely heavily on the loyalty and dedication of our critical personnel and their commitment to optimal execution of the elements of our business plan, notwithstanding the lack of focused incentives. We are concerned, however, that certain key employees, seeing no prospect of change this year, will lose patience and accept opportunities elsewhere.

~~Plan Changes and Best Practices.~~ ~~Consistent with our continued efforts to improve operating efficiencies and reduce costs, we made the following modifications to certain personal benefit and insurance plans during 2012:~~following:

~~The medical evaluation program for executives was eliminated; and~~

What We Heard	How We Responded
Pay for performance	72% of the CEO’s compensation is tied to the performance of Company goals, and 67% for other NEOs.
Align compensation to theinterests of shareholders	Executives at GM have the majority of their total compensation in the form of equity. Our annual STIP and PSUs both have metrics that will create long-term shareholder value.
Consider stock options	In 2015, we made a one-time stock option grant, which included non-compete and non-solicitation terms; 60% of the options feature performance-based vesting, and 40% feature time-based vesting. The award is described in full on page 45.
Simplify compensationplans	We continue to evaluate both short and long-term compensation plans to ensure executive line of sight with alignment to creating shareholder value.

~~The executive Personal Umbrella Liability Insurance program was expanded to a broad-based plan available to all salaried employees on a self-paid basis.~~

~~Return to Competitive Compensation Structure~~

Our pay-for-performance compensation philosophy would ordinarily compel us to reward our executives based on GM’s business performance on a more strategic basis than what is prescribed by UST regulations,

which strictly limit performance-based compensation for senior management and rely only on stock price performance for the incentives that are permitted. As soon as we move to a compensation structure that is consistent with our performance compensation philosophy, we will adopt a more balanced approach to compensation comprised of both short- and long-term incentives based on financial and operational metrics, including an appropriate mix of cash and equity to maintain focus on business results and alignment with our stockholders.

This structure will include an annual bonus that may be earned upon achievement of our annual financial and operating performance goals and individual contribution, as well as longer term components with performance periods over varying time horizons. We believe that the achievement of both short- and long-term goals is an important cornerstone of employee engagement that maintains a critical line of sight between company performance and individual rewards. We also believe that this balanced approach to total compensation will link individual and business performance to our stockholders’ interests and support good governance objectives and compensation best practices, while mitigating risk to our business and enhancing our ability to attract, retain, and reward talent to support the long-term success of the Company.

~~**********~~

~~Compensation Discussion and Analysis~~

The ~~following discussion of~~Company values investor feedback and will continue our investor outreach initiatives to ensure our executive compensation programs ~~and compensation decisions affecting our NEOs during the year ended December 31, 2012 is intended~~remain aligned to ~~enhance, and provide a basis for, understanding the information appearing in the tables beginning on page 45.~~

~~During 2012, our NEOs were:~~

~~Daniel F. Akerson~~ ~~– Chairman & Chief Executive Officer~~

~~Daniel Ammann~~ ~~– Senior Vice President & Chief Financial Officer~~

~~Stephen J. Girsky~~ ~~– Vice Chairman, Corporate Strategy, Business Development, Global Product~~shareholder expectations.

~~Planning & Global Purchasing and Supply Chain~~

►	2015 Peer Group for Compensation Comparisons

~~Mary T. Barra~~ ~~– Senior Vice President, Global Product Development~~

~~Timothy E. Lee~~ ~~– Vice President, Global Manufacturing & President, International Operations~~

In ~~2012, the compensation provided~~2015, we made changes to our ~~senior executives was designed to adhere to the six general principles mandated~~peer group by ~~UST regulations:~~

~~Avoidance of incentives to take excessive risk — The compensation structure should avoid incentives to take unnecessary~~removing ConocoPhillips, Chevron Corporation, and ~~excessive risk (e.g., should be paid over a time horizon that takes into account the appropriate risk horizon);~~

~~Taxpayer return — The compensation paid should recognize the need to remain viable~~Lockheed Martin Corporation and ~~competitive, and to retain and recruit critical talent;~~

Appropriate allocation of components of compensation — The structure should appropriately allocate total compensation to fixed and variable pay elements resulting in an appropriate mix of long- and short-term pay elements;

~~Performance-based compensation — An appropriate portion of total compensation should be performance based over a relevant performance period;~~

~~Comparable structures and payments — Structures and amounts should be competitive with those paid to persons in similar positions at similarly situated companies; and~~

~~Employee contribution — Compensation should reflect the current and prospective contributions of the individual employee.~~

~~Total Compensation Framework~~

~~With these principles and the other UST regulations in mind, the Special Master determined that the following standards would be applied in setting compensation for our NEOs:~~

~~Base salary — Base salary paid in cash may exceed $500,000 per year only in appropriate cases for good cause shown. Guarantees of “bonus” or “retention” awards are not permitted for NEOs;~~

SSUs — The majority of each NEO’s total annual compensation is generally comprised of SSUs. The SSUs are not earned based on any performance measure, vest immediately, and are payable in three equal annual installments beginning on the first anniversary of the end of the quarter in which they were deemed to have been granted;

Long-Term Equity (RSUs) — Not more than one-third of total annual compensation may be comprised of RSUs, which are granted based on annual business performance. The RSUs will be settled and two-thirds will be delivered after the second anniversary date of the grant, with one-third delivered after the third anniversary date of the grant, if applicable vesting conditions have been satisfied. The executive will forfeit any unsettled RSUs if he or she does not remain with the Company for at least three years (two years, if retirement eligible) following the grant; and

Perquisites and “other compensation” — Perquisites and “other compensation” are limited to $25,000 or less for each NEO absent independent justification and good cause shown. There are no severance payments to the NEOs or accruals of any non-qualified deferred compensation or supplemental executive retirement plan benefits for the NEOs.

~~The only incentives allowable – RSUs – are capped at the target level, and may not be increased based on performance.~~

~~Assessing Compensation Competitiveness~~

Absent UST constraints, we generally target our overall compensation levels to be at or near the median of the comparator group, while recognizing that some individual roles may be positioned above or below the market medianadding Intel Corporation, based on the ~~tenure, experience and specific responsibilities~~guidelines established by the Compensation Committee for our peer group selection. Companies must satisfy each of the ~~incumbent.~~ following criteria to be considered for the peer group:

•	Revenue greater than $25 billion
•	Significant international revenue
•	Capital intensive operations

Additionally, the Compensation Committee considers the following factors when selecting our peer group:

•	Companies with comparable R&D expenditures as a percent of revenue
•	Durable goods manufacturer
•	Business/production complexity
•	Consumer end-user
•	Strong brand reputation

We do not limit our ~~comparator~~peer group to our industry alone, because ~~compensation information is not available from most of our major competitors. We also~~we believe ~~it is important to understand the~~ compensation practices for NEOs at other large U.S.-based multinationals ~~as they~~ affect our ability to attract and retain diverse talent around the globe.

~~In 2012, we used a comparator group of 20 companies whose selection was based on the following criteria:~~

~~Large Fortune 100 companies (2011 annual revenue from $29.6 billion to $253.7 billion, with median revenue of $66.5 billion, versus GM revenue of $150.3 billion);~~

~~Complex business operations, including significant research and development, design, engineering, and manufacturing functions with large numbers of employees;~~

~~Global enterprises; and~~

~~Broad representation across several industries of companies that produce products, rather than services.~~

This peer group of 20 companies is slightly smaller than the 2011 group of 23 companies, and is more homogeneous with regard to revenues and net income. This is because we replaced companies with very high or low relative revenues with appropriate companies whose revenues are closer to the group median, while maintaining the core companies in the prior group. The companies which were removed from our peer group were Alcoa Inc., Archer-Daniels-Midland Company, Abbott Laboratories, Dell, Inc., and Exxon-Mobil Corporation. Two new companies in the Industrials sector were added to the group, 3M Company and Deere & Company.

~~2012 Comparator Companies~~

	2016PROXY STATEMENT			38

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			Significant
			International	Capital Intensive
Company	Industry	~~GICS Category (1)~~Revenue > $25B	Revenue	Operations
3M Company	Industrial Conglomerates	X	X	~~GICS Category (1)~~X
The Boeing Company	Aerospace and Defense	X	X	X
Caterpillar Inc.	Construction Machinery andHeavy Trucks	X	X	X
Deere & Company	Agricultural and FarmMachinery	X	X	X
The Dow Chemical Company	Diversified Chemicals	X	X	X
Du Pont	Diversified Chemicals	X	X	X
Ford Motor Company	Automobile Manufacturers	~~Consumer~~ ~~Discretionary~~ X	X	~~PepsiCo,~~X
General Electric Company	Industrial Conglomerates	X	X	X
Hewlett-Packard Company	Technology Hardware,Storage, and Peripherals	X	X	X
Honeywell International Inc.	Aerospace and Defense	~~Consumer Staples~~X	X	X
IBM Corporation	IT Consulting and OtherServices	X	X	X
Intel Corporation	Semiconductors	X	X	X
Johnson & Johnson	Pharmaceuticals	X	X	X
Johnson Controls Inc.	Auto Parts and Equipment	~~Consumer~~ ~~Discretionary~~ X	X	X
PepsiCo. Inc.	Soft Drinks and Food	X	X	X
Pfizer Inc.	Pharmaceuticals	X	X	X
The Procter & GambleCompany	Household Products	~~Consumer Staples~~
~~3M Company~~X	X	~~Industrial~~		~~Chevron Corporation~~	~~Energy~~
~~The Boeing Company~~		~~Industrial~~		~~ConocoPhillips~~	~~Energy~~
~~Caterpillar Inc.~~		~~Industrial~~		~~Johnson & Johnson~~	~~Health Care~~
~~Deere & Company~~		~~Industrial~~		~~Pfizer Inc.~~	~~Health Care~~
~~General Electric Company~~		~~Industrial~~		~~Hewlett-Packard Company~~	IT
~~Honeywell International Inc.~~		~~Industrial~~		~~International Business Machines Corporation~~	IT
~~Lockheed Martin Corporation~~		~~Industrial~~		~~E.I. du Pont De Nemours & Company~~	~~Materials~~X
United Technologies ~~Corporation~~Corp.	Aerospace and Defense	X	X	X

►	How We Use Comparator Data to Assess Compensation

We use executive compensation surveys to benchmark relevant market data for executive positions. In addition, we benchmark proxy statement disclosures of our peer group and adjust this data to reflect expected compensation growth. Further, we review the competitive market position of each of our executives compared with the peer group and benchmarked positions from executive compensation surveys.

We generally target our total direct compensation levels for the executive group on average to be at or near the market median. However, an individual’s total direct compensation may be positioned above or below the market median because of his or her specific responsibilities, experience, and performance.

►	How We Plan Compensation

	2016PROXY STATEMENT		~~Industrial~~	39

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►	2015 Compensation Programs

We believe aligning pay to the achievement of both short-term and long-term goals is a cornerstone of executive engagement and have set up a pay program seeking to:

•	Align individual and business performance with the interests of our shareholders;
•	Tie individual rewards to Company performance;
•	Support sound compensation policies and governance practices;
•	Avoid unnecessary risk-taking; and
•	Enhance our ability to attract, retain, and reward critical talent.

During 2015, the compensation structure for our NEOs included the following core elements:

•	Base salary;
•	STIP;
•	Long-term PSUs; and
•	Long-term RSUs.

Additionally, in 2015, we granted our senior leaders a one-time DSV Option Grant that included non-compete and non-solicitation terms for each senior leader. DSV awards vest over a period of 4.6 years with 60 percent of the options vesting only if performance goals are met as described on page 45, and 40 percent time-based vesting.

►	Performance-Based Compensation Structure

Our NEOs are focused on optimizing long-term financial returns for our shareholders through increasing profitability, increasing margins, putting the customer at the center of everything we do, growing the business, and driving innovation.

The performance-based structure incorporates both short-term and long-term incentives established from financial and operational metrics for fiscal year 2015 and beyond. In addition to base salary, this structure, shown graphically below, includes an annual STIP award and an LTIP award made up of both PSUs and RSUs to focus our executives on long-term Company performance. The Compensation Committee believes a majority of compensation should be in the form of equity to align the interests of executives with those of shareholders.

For our CEO, 90 percent of target compensation is pay-at-risk, 72 percent is linked to performance against goals, and 72 percent is linked to the performance of common stock. For other NEOs, on average 82 percent of target compensation is pay-at-risk, 67 percent is linked to performance against goals, and 59 percent is linked to the performance of common stock.

CEO – 2015 Compensation Structure	Average NEO – 2015 Compensation Structure

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2015 Compensation Elements

In 2015, the compensation provided to our senior leaders was guided by six general principles:

•	Investor Return– Compensation should be directly linked to the long-term interests of our shareholders, and our executives should be exposed to the market performance of common stock as are our investors;

•	Performance-Based Compensation– A substantial portion of total compensation should be performance-based over a relevant performance period;

•	No Incentives to Take Excessive Risk– The ~~Dow Chemical~~compensation structure should avoid incentives to take unnecessary and excessive risk (e.g., should be paid over a period of time that takes into account the potential risk over the same time period);

•	Appropriate Allocation of Compensation Components– The structure should allocate fixed and variable pay elements to form an appropriate mix of short and long-term pay elements;

•	Comparable Structures and Payments– Compensation structures and amounts should be competitive with those paid to persons in comparable positions at other, similar companies; and

•	Employee Contribution– Compensation should reflect the individual’s performance and contributions.

Each NEO’s 2015 compensation structure included the following pay elements:

•	Base Salary– NEOs are paid a market-competitive base salary that reflects each NEO’s contribution, background, tenure, as well as the knowledge and skills he or she brings to the role;

•	STIP– The STIP is an annual cash incentive plan. The STIP rewards each NEO based on the achievement of annual Company financial and operational performance goals and individual performance. The potential Company payout ranges from 0 to 200 percent of target, based on actual Company performance;

•	PSUs– PSUs are equity awards designed to align each NEO’s interests with the long-term interests of the Company and its shareholders. PSUs can be earned at a level from 0 to 200 percent of target, based on the achievement of Company performance against ROIC and Global Market Share targets over the three-year performance period beginning January 1, 2015; and

•	RSUs– RSUs are time-based awards vesting ratably over a three-year period. RSUs align the interests of NEOs with shareholders and help to retain top talent.

►	Perquisites, Benefits, and Other Compensation

We provide perquisites, benefits, and other compensation to our NEOs consistent with market practices. The following perquisites, benefits, and other compensation were provided to NEOs in 2015:

Personal Air Travel– Ms. Barra is prohibited by Company policy from commercial air travel due to security-related reasons identified by an independent third-party security consultant. As a result, the Company pays the costs associated with the use of chartered or Company-owned aircraft for both business and personal use. Ms. Barra is permitted guests for personal travel and incurs imputed income for all passengers, including, herself at the U.S. Internal Revenue Service (the “IRS”) Standard Industry Fair Level rates. Other NEOs may travel on chartered or Company-owned aircraft in limited circumstances with prior approval from the CEO or the Senior Vice President Global Human Resources, and also incur imputed income for any personal travel.

•	Company Vehicle Programs– NEOs are eligible to participate in the Executive Company Vehicle Program and are allowed to use evaluation vehicles on which they give feedback. Additionally, NEOs are eligible to use driver services provided by the Company and in accordance with Company policies.

•	Security– NEOs may receive security services, including home security systems and monitoring, for specific security-related reasons identified by independent third-party security consultants.

•	Financial Counseling– NEOs are eligible to receive financial counseling, estate planning, and tax preparation services through approved providers.

•	Executive Physicals– NEOs are eligible to receive executive physicals with approved providers.

►	Driving Stockholder Value Option Grant (One-Time Award)

On July 28, 2015, the Compensation Committee authorized the DSV Option Grant providing a one-time stock option award to senior leaders in exchange for agreeing to non-compete and non-solicitation terms with the Company. The award is described in full on page 45 and vests over a period of 4.6 years, with 40 percent featuring time-based vesting and 60 percent featuring performance-based vesting.

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►	2015 Target Compensation

Our target total direct compensation for each NEO in 2015 was as follows:

	Annual Base		Target Total Cash	LTIP		Target Total Direct
	Salary	STIP	Compensation	PSUs	RSUs	Compensation
Name	($)	($)	($)	($)	($)	($)
Mary T. Barra	1,750,000	3,062,500	4,812,500	9,000,000	3,000,000	16,812,500
Charles K. Stevens, III	1,000,000	1,250,000	2,250,000	2,156,250	718,750	5,125,000
Daniel Ammann	1,200,000	1,500,000	2,700,000	3, 375,000	1,125,000	7,200,000
Mark L. Reuss	1,100,000	1,375,000	2,475,000	2,868,750	956,250	6,300,000
Craig B. Glidden	700,000	875,000	1,575,000	1,443,750	481,250	3,500,000

►	CEO Realized Compensation

Realized compensation provides a more accurate view of the compensation Ms. Barra actually received. The table to the right shows realized compensation for fiscal years 2013, 2014, and 2015. Realized compensation includes actual salary earned, actual STIP payments, and equity awards that vested during each year.

In 2015, Ms. Barra’s realized compensation was $7.3 million. For year-end 2013, Ms. Barra was Executive Vice President, Global Product Development, Purchasing and Supply Chain. On January 15, 2014, the Board of Directors elected Ms. Barra to the position of CEO. On January 4, 2016, Ms. Barra was elected to the additional role of Chairman of the Board of Directors.

REALIZED COMPENSATION (in millions)

Performance Measures for 2015

►	How We Set Performance Targets

Annually, the Compensation Committee approves the performance measures for the STIP and LTIP. The Compensation Committee reviews recommendations from management, receives input from the Compensation Committee consultant, evaluates the annual budget and mid-term business plan, and reviews prior-year performance to set value-creating goals tied to long-term shareholder value.

►	2015 STIP Performance Measures for NEOs

The STIP aligns with our plans to create the world’s most valued automotive company and increasing shareholder value. The STIP rewards NEOs for performance linked to the Company’s achievement of annual financial goals, operational performance goals, and individual performance. The STIP is an annual cash incentive award intended to be deductible under U.S. Internal Revenue Code (“IRC”) Section 162(m) and is funded for each covered NEO once the Company achieves the threshold of positive EBIT-Adjusted.

The Compensation Committee annually reviews and approves the goals to assess the difficulty in level of achievement and overall linkage to shareholders through the achievement of the business plan and strategic objectives.

Actual STIP awards, if any, are determined following the completion of the plan year by adjusting each NEO’s target incentive award opportunity to reflect the achievement against the performance measures displayed below. Awards can be further adjusted following a final assessment of individual performance. The table below describes each STIP performance measure, its weighting, its target, and the behaviors each measure drives to make GM the world’s most valued automotive company:

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STIP Measure	Weight	Target		Leadership Behaviors
EBIT-Adjusted	25%	$	10.3B	Focus on operating profit and driving strong profitability
Adjusted AFCF⁽¹⁾	25%	$	3.8B	Focus on driving strong cash flow in the business
Global Market Share	25%		11.7%	Focus on continuing to grow in the global marketplace
Global Quality	25%		(2)	Focus on developing and marketing the highest-quality products

(1)

Adjusted AFCF for incentive purposes excludes payments related to certain recall-related expenses attributable to 2014.

(2)

Global Quality is based on performance against the following measures: Loyalty (10% Weight), 12 Months-In-Service Warranty Frequency (10% Weight), and Policy & Warranty Expense (5% Weight).

The potential payouts for each performance measure range from 0 to 200 percent of target, based on actual Company performance with the threshold performance level being 50 percent of each STIP measure. The STIP calculation and the STIP targets for the 2015 performance period for each NEO are as follows:

			Target as % of
Name		Base Salary	Salary		Target STIP
Mary T. Barra	$	1,750,000	175%	$	3,062,500
Charles K. Stevens, III	$	1,000,000	125%	$	1,250,000
Daniel Ammann	$	1,200,000	125%	$	1,500,000
Mark L. Reuss	$	1,100,000	125%	$	1,375,000
Craig B. Glidden	$	700,000	125%	$	875,000

►	2015–2017 LTIP Performance Measures for NEOs

Grants under the LTIP are intended to link the financial interests of NEOs with the long-term interests of shareholders. The structure for NEOs included 75 percent PSUs and 25 percent RSUs. PSUs cliff-vest following the three-year performance period, and RSUs vest ratably over three years.

The 2015–2017 PSUs are awarded based on performance against the following Company measures: ROIC and Global Market Share over the three-year performance period. The PSU performance measures were chosen to promote both efficient use of capital and long-term growth to create value for the shareholders. The following table shows the PSU performance measures and the leadership behaviors that each drives to make GM the world’s most valued automotive company:

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LTIP Measure	Weight		Target		Leadership Behaviors
ROIC⁽¹⁾	100	%	20	%	Focus on making sound investments that follow the disciplined capital approach of driving 20% or higher returns in world-class vehicles and leading technology
Global Market Share⁽²⁾	Modifier		(3	)	Focus on continuing to grow in the global marketplace

(1)

The three-year average ROIC target is 20% and performance shall be calculated using the GM average annual ROIC for calendar years 2015, 2016, and 2017, where ROIC is calculated as Total Company EBIT-Adjusted divided by Average Total Company Net Assets. EBIT-Adjusted is defined as earnings excluding interest income, interest expense, and income taxes as well as certain additional adjustments. A discussion of EBIT-Adjusted, supplemental detail of all adjustments, and a reconciliation of GM’s automotive segments’ EBIT-Adjusted and GM Financial earnings before taxes-adjusted to net income attributable to shareholders is disclosed in Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations, in our Annual Report on Form 10-K. Net Assets will be the four-quarter average for the year, adding back average automotive debt and interest liabilities (except capital leases) and automotive net Pension and OPEB liabilities and excluding average automotive net income tax assets.

(2)

The three-year average Global Market Share target range performance shall be calculated using the GM average annual global market share for calendar years 2015, 2016, and 2017 as reported by GM Global Sales Reporting and reflected in the Annual Reports on Form 10-K.

(3)

The Performance Target for Global Market Share will be disclosed at the end of the three-year performance period, as future Global Market Share measures are not disclosed.

PSUs, if any, vest and are awarded and delivered following the completion of the three-year performance period, January 1, 2015 –December 31, 2017, and may be awarded at a level between 0 and 200 percent of target based on actual Company results. Final PSU awards are calculated as follows:

When determining grant amounts, the Compensation Committee considers the individual responsibilities, experience, performance, and market data. The following NEOs received equity grants as part of their 2015 structure:

	PSUs⁽¹⁾			RSUs⁽²⁾
	Units	% of		Units	% of		Total Units
Name	Granted	Total Units		Granted	Total Units		Granted
Mary T. Barra	238, 917	75	%	79,639	25	%	318,556
Charles K. Stevens, III	57,241	75	%	19,081	25	%	76,322
Daniel Ammann	89,594	75	%	29,865	25	%	119,459
Mark L. Reuss	76,155	75	%	25,385	25	%	101,540
Craig B. Glidden	39,297	75	%	13,099	25	%	52,396

(1)

PSUs cliff-vest based on performance following the three-year performance period January 1, 2015 – December 31, 2017.

(2)

RSUs vest ratably over the three-year period.

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►	2015–2020 Driving Stockholder Value Option Grant

On July 28, 2015, the Compensation Committee authorized a one-time DSV Option Grant for senior leaders under the 2014 LTIP. The purpose of the grant was to maintain the consistency in leadership needed for achieving the Company’s near-term and long-term goals as new competitors enter the automotive manufacturer market and actively seek to recruit our talent. The grant included both non-compete and non-solicitation terms and was intended to drive momentum as we make GM the world’s most valued automotive company.

Benefit to Shareholders	Benefit to the Company	Benefit to Senior Leaders
• Senior leaders aligned to the interests of shareholders	• Non-compete and non-solicitation terms with senior leaders	• Upside potential on stock price appreciation due to business performance
• Increased focus on GM stock price
• Stable leadership

The Compensation Committee established 40 percent of the award with time-based vesting to provide incentive for senior leaders to enter into non-compete and non-solicitation terms. The Compensation Committee chose to use TSR compared to the OEM Peer Group (displayed below) for the remaining 60 percent of the award to focus the senior leaders on our stock price performance against other OEMs. We understand investors can choose the automotive company in which to invest, and we must perform better than our competition.

VESTING SCHEDULE AND PERFORMANCE PERIODS

Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group
Toyota Motor Company	Volkswagen AG	Suzuki Motor Corp.
Daimler AG	Bayerische Motoren Werke AG	Fiat Chrysler Automobiles NV
Ford Motor Company	Nissan Motor Co. Ltd.	Porsche Automobile Holding SE
Honda Motor Co. Ltd.	Renault SA	Mazda Motor Corp.
General Motors Co.⁽¹⁾	Hyundai Motor Co.	Kia Motors Corp.

(1)

General Motors Company is not factored in the TSR performance of the OEM Peer Group. For purposes of calculating the starting and ending stock prices for the OEM Peer Group and GM, the 30-trading day trailing average stock price converted to U.S. dollars prior to and including the grant date through each performance-period end date as described above.

Each of the NEOs received the following stock option award as part of the Driving Stockholder Value Option Grant:

					2018: 20%	2019: 20%	2020: 20%
		Exercise	Total	2017: 40%	TSR vs. OEM	TSR vs. OEM	TSR vs. OEM
Name		Price	Grant	Time-Based	Peer Group⁽¹⁾	Peer Group⁽¹⁾	Peer Group⁽¹⁾
Mary T. Barra	$	31.32	2,603,037	1,041, 215	520,608	520,607	520,607
Charles K. Stevens, III	$	31.32	623,645	249,458	124,729	124,729	124,729
Daniel Ammann	$	31.32	976,139	390,456	195,228	195,228	195,227
Mark L. Reuss	$	31.32	829,719	331,888	165,944	165,944	165,943
Craig B. Glidden	$	31.32	417, 571	167,029	83,514	83,514	83,514

(1)

This portion of the award will be forfeited if TSR does not meet or exceed the median TSR of the OEM Peer Group for the measurement period.

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►	Summary of Outstanding Performance Awards Granted in Prior Years

		Performance
Award	Performance Period	Metrics	Vest Date	Potential Payouts	Performance Results
2014-2016 PSUs	3 Years	ROIC (100%)	2/11/2017	Minimum- 0%
	1/1/2014 – 12/31/2016	Global ~~Industry Classification Standard comprised~~ Market		Target– 100%
		Share (Modifier)		Maximum– 200%
2015-2017 PSUs	3 Years	ROIC (100%)	2/11/2018	Minimum- 0%
	1/1/2015 – 12/31/2017	Global Market		Target– 100%	Performance
		Share (Modifier)		Maximum– 200%	determined at the end
DSV Option Grant	2.5 Years		2/15/2018		of ~~ten major business sectors.~~the performance
	7/28/2015 – 12/31/2017			Minimum- 0%	period
	3.5 Years 7/28/2015 – 12/31/2018	TSR vs. OEM Peer Group	2/15/2019	Target– 100% Maximum– 100%
	4.5 Years		2/15/2020
	7/28/2015 – 12/31/2019

~~How We Use Comparator Data to Plan Compensation.~~

2015 Performance Results and Compensation Decisions

►	2015 Short-Term Incentive Plan

The ~~benchmarking process we used to assist us~~Company portion of the 2015 STIP award was calculated based on Company achievement of the following equally-weighted performance measures: EBIT–Adjusted, Adjusted AFCF, Global Market Share, and Quality. Actual 2015 Company performance in ~~planning NEO compensation for 2012 was derived from~~ the 2011 fiscal year proxy disclosures by our peer companies. Since the 2011 proxy disclosures reflected 2010 total earned compensation, we adjusted this data appropriately for known compensation growth in 2011. It should be noted that, in using this process, the data thus utilized to determine compensation structures for 2012 may not entirely reflect current compensation competitiveness.

~~Objectives~~combined measures produced an overall payout of ~~Our Compensation Program~~

~~Historically, our compensation philosophy has been~~100 percent based on the achievement of the following ~~principles:~~levels for each measure as approved by the Compensation Committee:

													Performance		Performance
STIP Measure	Weight			Threshold			Target			Maximum			Results		Payout
EBIT – Adjusted ($B)	25	%	$	6.6		$	10.3		$	13.2		$	10.8		29	%
Adjusted AFCF ($B)⁽¹⁾	25	%	$	0.0		$	3.8		$	6.7		$	4.5		31	%
Global Market Share	25	%		11.2	%		11.7	%		12.0	%		11.3	%⁽²⁾	15	%
Global Quality⁽³⁾	25	%			Various Metrics								(4)		25	%
Result															100	%

(1)

Adjusted AFCF for incentive purposes excludes payments related to certain recall-related expenses attributable to 2014.

(2)

Global Market Share of 11.2% was achieved. When excluding the impact of the Company’s decision to exit unprofitable markets during 2015, the Global Market Share increases to 11.3%. The Compensation Committee determined the adjustment was warranted, which increased the payout from 13% to 15%.

(3)

Global Quality Measures for 2015 included: Loyalty (10% Weight – Payout 14%), 12 Months-in-Service Warranty Frequency (10% Weight – Payout 7%), and Policy & Warranty Expense (5% Weight – Payout 4%; see footnote 4 below).

(4)

Policy & Warranty Expense excludes certain recall campaign actions that resulted in true-ups to an initial reserve established in 2014 as a special charge. The Compensation Committee approved the adjustment to be consistent with how the target was set. This increased the Global Quality payout from 21% to 25%.

Individual performance may also influence final STIP awards. The compensation decision made for each individual executive is discussed beginning on the next page.

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►	Compensation Decisions for Mary T. Barra

~~Recognizing both Company~~

Mary T. Barra,Chief Executive Officer

Ms. Barra’s performance for 2015 was directly aligned with the Company’s 2015 strategic objectives:

Earn Customers for Life

► Continued relentless focus on safety, quality, innovation, customer preferences, and the overall ownership experience that puts the customer at the center of everything we do.

Grow Our Brands

► Launched 25 vehicles and strengthened all brands.

► Redefined the Cadillac brand image, focused on vehicle design and engineering, and premiered the “Dare Greatly” marketing and advertising campaign.

Lead in Technology and Innovation

► Focused on technology and innovation with several key programs, including our car-sharing programs, which we combined under our Maven brand in January 2016; next generation Volt and all-new Bolt concept; OnStar in vehicles on four continents; and introduced 4G LTE with Android Auto and Apple CarPlay.

Drive Core Efficiencies

► Expanded Operational Excellence training in 2015 and executed projects that resulted in savings exceeding $475 million.

Culture to Win

► Delivered on business plan and commitments two years in a row.

► Continued to attract top talent to the leadership team.

Effective January 1, 2015, the Compensation Committee increased Ms. Barra’s base salary from $1,600,000 to $1,750,000 based on her individual performance and ~~individual performance;~~the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. The Compensation Committee awarded Ms. Barra an annual equity grant of $12 million consisting of 75 percent PSUs and 25 percent RSUs as discussed above. Ms. Barra participated in the one-time DSV Option Grant during 2015.

The total compensation for Ms. Barra in 2015, including salary, bonus, STIP and LTIP awards, and options is displayed below.

Effective January 1, 2015, the Compensation Committee increased Mr. Stevens’ base salary from $700,000 to $1,000,000 based on his individual performance and the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. The Compensation Committee awarded Mr. Stevens an annual equity grant of $2.875 million, consisting of 75 percent PSUs and 25 percent RSUs. Mr. Stevens participated in the one-time DSV Option Grant during 2015.

The Compensation Committee elected to provide an individual STIP adjustment for the 2015 performance year in the amount of $125,000 for Mr. Stevens as a result of his performance. The total compensation for Mr. Stevens in 2015, including salary, bonus, STIP and LTIP awards, and options is displayed below.

Effective January 1, 2015, the Compensation Committee increased Mr. Ammann’s base salary from $1,000,000 to $1,200,000 based on his individual performance and the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. The Compensation Committee awarded Mr. Ammann an annual equity grant of $4.5 million, consisting of 75 percent PSUs and 25 percent RSUs. Mr. Ammann participated in the one-time DSV Option Grant during 2015.

The Compensation Committee elected to provide an individual performance adjustment to Mr. Ammann’s 2015 STIP award for $150,000 due to the key business results achieved. The total compensation for Mr. Ammann in 2015, including salary, bonus, STIP and LTIP awards, and options is displayed below.

Mark L. Reuss,Executive Vice President, Global Product Development, Purchasing and Supply Chain

Effective January 1, 2015, the Compensation Committee increased Mr. Reuss’ base salary from $850,000 to $1,100,000 based on his individual performance and the competitive market analysis provided by the Compensation Committee’s independent compensation consultant. The Compensation Committee awarded Mr. Reuss an annual equity grant of $3.825 million, consisting of 75 percent PSUs and 25 percent RSUs. Mr. Reuss participated in the one-time DSV Option Grant in 2015.

The Compensation Committee awarded an individual performance adjustment to the STIP payout of $140,000 for Mr. Reuss as a result of performance against goals. The total compensation for Mr. Reuss in 2015, including salary, bonus, STIP and LTIP awards, and options is displayed below.

Mr. Glidden joined General Motors as Executive Vice President & General Counsel on March 1, 2015, with an annual base salary of $700,000. Effective April 1, 2015, with Compensation Committee approval, Mr. Glidden received a one-time cash sign-on bonus in the amount of $500,000 and an equity sign-on RSU grant of 69,407 shares with a grant date value of $2.55 million to replace awards being forfeited at his previous employer. Additionally, the Compensation Committee authorized an annual equity grant of $1.925 million, consisting of 75 percent PSUs and 25 percent RSUs. Mr. Glidden also participated in the one-time DSV Option Grant in 2015.

The Compensation Committee awarded an individual performance adjustment to the STIP payout of $70,000 for Mr. Glidden as a result of performance against goals. The total compensation for Mr. Glidden in 2015, including salary, bonus, STIP and LTIP awards, options, and sign-on awards is displayed below.

In June 2014, in conjunction with shareholder approval of the STIP and LTIP, the Compensation Committee implemented stock ownership requirements to more closely align the interests of ~~our senior~~ executives with those of our ~~stockholders;~~shareholders. The requirements:

As noted above, the Compensation Committee must attempt to balance, as best it can, the need to provide competitive compensation and benefits with the restrictions of UST regulations and the additional provisions of the Special Master. Working within the confining restrictions established by the UST regulations and Special Master’s determinations, the Compensation Committee set individual compensation amounts for our CEO and our other NEOs and established the corporate performance required for the RSUs grantedThe table to the ~~NEOs, which were limited to only one-third of their total compensation.~~

~~Our leadership team was selected for their strategic vision and ability to ensure that decisions are implemented quickly and effectively. Based on~~right shows the ~~compensation objectives and elements described above and the constraints imposed~~stock ownership requirement by ~~UST rules and the Special Master, 2012 compensation was established for our NEOs as described below and~~level in the ~~tables that follow this section. Although we reviewed competitive data in developing our total annual compensation recommendations~~Company as well as ownership requirements for our NEOs, as a result of the constraints imposed by UST rules and the Special Master, the total target compensation for our CEO in 2012 was unchanged from 2011 and his total target compensation was below the 10^th ~~percentile~~each of our ~~comparator group in 2012.~~NEOs.

~~Base Salaries, Salary Stock Units, Restricted Stock Units, and Performance Metric~~

~~Base Salaries~~~~. We attempt~~The share requirement to rely on our comparator company information for similar positions, as well as a review of relative internal pay equity among our NEOs, to guide the base salary determination for each NEO. However, base salaries exceeding $500,000 for our NEOs had to be approved by the Special Master based on independent justification and good cause shown (e.g., the retention of critical talent and the Special Master’s assessment of competitive compensation data for individuals in comparable positions at similarly situated companies). Since base salarymeet ownership guidelines is an important element in providing total compensation that is competitive with the pay offered for positions of comparable scope and responsibility at comparator companies, base salaries for NEOs exceed the $500,000 amount, based on competitive data.

~~Salary Stock Units.~~ In addition to base salary, the Special Master prescribed the amount of SSUs. Pursuant to the Special Master’s directives, during 2012 SSUs were granted to NEOs as part of their total annual compensation under the provisions of the General Motors Company Salary Stock Plan (the “SSP”). SSUs are determined as a dollar amount through the date they are earned, accrued at the same time as salary would otherwise be paid, and vested immediately upon accrual, with the number of SSUs granted based on the ~~average~~12-month trailing stock price from June 30 in the year the senior leader is first covered by stock ownership requirements. As of the high and low trading prices of our Common Stock on the date of each quarterly grant. Each grant is delivered in three annual installments, and the value of each installment depends upon the price of our Common Stock at the time of delivery. Compensation structures utilized by our comparator companies consist of both annual and long-term incentives based on achievement of significant business measures over varying time horizons. Annual and long-term performance-based awards with specific performance targets are key components in competitive pay structures at comparator companies. However, these types of awards are not permitted for our NEOs under the UST regulations. Our determination of the amount of SSUs which are a part of each NEO’s structure were based on a combination of UST regulations and individual circumstances rather than competitive benchmarking, as there is no competitive benchmarking for salary stock. SSUs are not an effective form of compensation from a pay-for-performance perspective as the size of the award cannot vary with the performance of the company or the NEO. SSUs are also of limited value as a retention vehicle, since they are immediately vested upon accrual and paid in cash over a three year period.

~~Restricted Stock Units and Performance Metric.~~ ~~As described above, compliance with UST regulations means that our~~December 31, 2015, all NEOs are ~~not allowed~~on track to ~~participate in typical types of incentive plans, and we may grant only a limited number of RSUs. Under such limitations, while consistent with rules and determinations promulgated~~meet stock ownership requirements by the UST, the RSU awards are not supportive of our pay-for-performance philosophy. RSUs were awarded to NEOs on March 15, 2012 under the General Motors Company 2009 Long-Term Incentive Plan (the “LTIP”). The awards were granted in recognition of the achievement of 2011 Adjusted FCF performance and individual performance metrics.

An Adjusted FCF target of $1.5 billion was set for these purposes in early 2011. Actual Adjusted FCF for 2011 was $3.0 billion, computed by cash flows generated from operating activities less capital expenditures and adjusted for the termination of an in-transit wholesale advance agreement in GMNA resulting in an increase to accounts receivable of $1.1 billion and OPEB payments of $0.8 billion relating to the health care trust settlement (as described in our discussion titled~~“Free Cash Flow and Adjusted Free Cash Flow”~~ ~~in our Annual Report on Form 10-K filed February 15, 2013). Consistent with the UST regulations and award maximums, the RSU grants were made at the target level to the NEOs on March 15, 2012.~~

As discussed in the “2012 Grants of Plan Based Awards” table on page 47, two-thirds of the RSUs granted in 2012 to the NEOs will become non-forfeitable on the second anniversary date of the grant and one-third will become non-forfeitable on the third anniversary of the grant date provided that the executive remains continuously employed with GM through that date and the other requirements of the LTIP plan are satisfied. Retiring executives are eligible to receive a prorated portion of their RSU grants after two years of active service. RSUs will be settled when they become non-forfeitable, subject to applicable UST rules. Each RSU represents one share of Common Stock upon settlement. RSUs granted under the plan are subject to recovery or clawback if payments are later found to be based on materially inaccurate financial statements or other materially inaccurate performance metrics, or if the executive is terminated due to any misconduct that occurred during the period in which the incentive was earned.

~~Mr. Akerson~~ ~~has been our CEO since September 2010 and Chairman of our Board since January 2011. His total compensation has not increased since joining the Company in September 2010 and remains below the 10~~^th percentile for executives in comparable positions due to the restrictions imposed by the Special Master, despite his significant contributions to operating performance and outstanding leadership. However, recognizing the long-term vesting schedule for the RSU portion of compensation, the mix of pay elements was adjusted (while maintaining his total annual compensation at $9 million) to allocate a greater portion of his annual remuneration to SSUs, in acknowledgement of the possibility of his retirement during the three-year vesting period for RSUs. As shown below, his pay as disclosed in the 2012 Summary Compensation Table on page 45 appears to have “increased” during 2012. Because he will receive no RSU grant for achievement of the 2012 Adjusted FCF performance objective, however, his total compensation for 2012 has not changed from 2011. Additional information regarding Mr. Akerson’s realized pay is included on page 34.

~~Mr. Ammann~~ was elected Senior Vice President and Chief Financial Officer in April 2011. Although his annualized base salary remained unchanged from 2011 to 2012, his RSU grant and his SSU grant were increased in 2012 to bring his total compensation closer to the median level.

~~Mr. Girsky~~ was elected Vice Chairman in March 2010 and has been a member of our Board of Directors since July 2009. From July 2012 to February 2013 he also assumed additional responsibilities as Interim President, Europe. His SSU grant was increased in 2012 to bring his total compensation closer to the median level.

~~Ms. Barra~~ was named Senior Vice President, Global Product Development in February 2011. Although her base salary remained unchanged from 2011 to 2012, her RSU grant and her SSU grant were increased in 2012 to bring her total compensation closer to median level.

~~Mr. Lee~~ was named Vice President, Global Manufacturing & President, International Operations in September 2012. He had been President, International Operations since December 2009. His compensation was increased in 2012 to bring his total compensation closer to median level and, recognizing the long-term vesting schedule for the RSU compensation, the mix of pay elements was adjusted to allocate a greater portion of his annual remuneration to SSUs in acknowledgement of the possibility of his retirement before the completion of the three-year vesting period for RSUs.

The Special Master determined that no more than $25,000 in perquisites and “Other Compensation” may be provided to any NEO, absent independent justification and good cause shown. Payments related to expatriate assignments are not included in this total. Detailed disclosure of these items for the NEOs appears in footnote 6 of the “2012 Summary Compensation Table” on page 45.

UST regulations impose additional limitations that exclude certain benefit practices that market-based surveys indicate are competitive. We did not make accruals in 2012 for non-qualified executive retirement restoration and deferred compensation plans for our NEOs as described in footnote 6(ii) of the “2012 Summary Compensation Table” on page 45. In addition, severance payments to which a NEO becomes entitled in the future may not take into account any salary increase or grant of SSUs during 2012; and no NEO may receive a severance payment of any kind for termination of employment under the UST rules. These benefit plan restrictions, taken together with the restrictions on payment of cash compensation and appropriate incentives, have created an increasingly non-competitive structure.

Under the direction of the Special Master, the annual compensation planned and delivered to our NEOs includes a substantial portion in share units (i. e., SSU and RSU grants). These share units derive their value directly from the performance of our Common Stock. In addition, several NEOs also purchased shares of Common Stock during and after the Company’s initial public offering. The Compensation Committee periodically reviews the NEO’s stock holdings, and we do not believe that additional ownership requirements are appropriate at this time. However, we believe it is important to align the interests of senior executives with those of our stockholders and will continue to review the levels of stock ownership with a view to adopting appropriate ownership guidelines when the Company is no longer restricted in incentive plan design.

We have no employment agreements with our NEOs that provide them with special compensation arrangements. In addition, we do not maintain any plans providing benefits related to a change in control of the Company and none of our current incentive plans contain such provisions.

Pursuant to UST regulations, we are subject to strict clawback provisions for any bonus or incentive plan payments made to our NEOs and other senior executives if the payments were made based on materially inaccurate financial statements or performance metrics. In addition, we haveadopted a corporate policy ~~regarding the recoupment of~~to recover incentive compensation paid to executive officers in ~~situations involving~~cases where financial ~~restatement due~~

tostatements are restated because of employee fraud, negligence, or intentional misconduct. ~~The~~Under this clawback policy, which is posted on our website,www.gm.com/investor, under “Corporate Governance,” ~~provides that~~ if our Board or an appropriate Board ~~committee~~Committee determines ~~that~~ any bonus, retention award, or short or long-term incentive compensation has been paid to any ~~NEO or any of the next 20 most highly compensated employees of the Company~~executive officer based on materially inaccurate misstatement of earnings, revenues, gains, or other criteria, the Board or Compensation Committee ~~in its discretion,~~ will take ~~such~~the action as it deems necessary to recover the compensation paid, remedy the misconduct, and prevent its recurrence. For this purpose, a financial statement or performance metric ~~shall~~will be treated as materially inaccurate ~~with respect to any~~when an employee ~~who~~ knowingly engaged in providing inaccurate information or knowingly failed to timely correct information relating to those financial statements or performance metrics. We will continue to review our policy to ~~assure that~~ensure it is consistent with all legal requirements and in the best interests of the Company and its ~~stockholders.~~shareholders.

Our securities trading policy ~~that~~ prohibits our ~~NEOs~~employees from buying or selling GM securities when in possession of material ~~non-public information, and any sales~~nonpublic information. Any sale or ~~purchases~~purchase of GMcommon stock by directors and executive officers ~~require~~must be made according to a Rule 10b5-1 plan or during pre-established periods after receiving preclearance by a member of the ~~specific prior approval of our~~GM Legal Staff.

Trading in GM derivatives (i.e., puts or calls) ~~and~~, engaging in short sales, and pledging of GM securities ~~are~~is also ~~prohibited, and no~~prohibited. All GM executive ~~officer has pledged~~officers are in compliance with the policy of not pledging any shares of GMcommon stock. This policy is posted on our website,www.gm.com/~~investors~~investor, under “Corporate Governance.”

IRC Section 162(m) generally disallows federal tax deductions for compensation in excess of $1 million paid to the CEO and ~~posted~~the next three of our highest-paid officers (other than the CFO) whose compensation is required to be reported in the Summary Compensation Table of this Proxy Statement (“Covered Executives”). Certain performance-based compensation is not subject to this deduction limitation. Generally, we strive to maximize the tax deductibility of compensation arrangements. The Compensation Committee, however, may award compensation that is not fully tax deductible if it deems it appropriate as compensation designed to attract and retain talented executives in the highly competitive market for talent.

STIP awards are paid based on ~~our website at~~~~www.gm.com/investors~~~~, under “Corporate Governance.” The policy’s governing principles establish expectations for every business expense, reflecting~~ the ~~integrity and values that promote the best interests~~achievement of performance measures approved by shareholders in 2014 as part of the ~~enterprise.~~

~~Luxury or excessive expenditures~~2014 STIP. Because the STIP awards are ~~not reimbursable by GM~~intended to be deductible as performance-based compensation under 162(m), the ~~policy. Such expenditures may include, but are not limited~~Compensation Committee set the maximum award for each NEO (except the CFO) at $7.5 million. Incentive amounts equal to ~~expenditures~~the maximum will be funded for each covered executive officer once a threshold level of positive EBIT-Adjusted has been achieved. The Compensation Committee then exercises negative discretion, as needed, to determine actual incentive awards based on ~~entertainment or events, office~~other business and ~~facility renovations, aviation, transportation services, or other activities or events that are not reasonable expenditures for staff development,~~individual performance, ~~incentives, or other similar measures conducted~~as described in the ~~ordinary course~~“Short-Term Incentive Plan” section of ~~business operations. Guidelines relating to transportation expenses are discussed in~~ the ~~section entitled “Personal Benefits” on page 46.~~CD&A.

~~Pursuant to UST regulations, we may deduct 2012 base salaries for NEOs up to an individual maximum of $500,000. We may not take a tax deduction for any other form of compensation for NEOs.~~

Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE ~~guidelines,~~standards and as defined for various regulatory purposes. ~~The~~Farient Advisors assisted the Compensation Committee ~~is assisted~~ in ~~its work by Compensation Advisory Partners (“CAP”),~~2015. Farient Advisors is an independent compensation consulting firm ~~which~~that takes direction from and is solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations by ~~outside~~in-house legal counsel.

Under its charter, the Compensation Committee has the authority to ~~engage~~hire outside consultants and advisors at the Company’s expense. ~~During 2012, the~~The Compensation Committee ~~continued to retain~~retains the services of ~~CAP~~Farient Advisors for advice on issues related to ~~advise~~ the ~~Compensation Committee regarding~~ compensation ~~for the~~of NEOs and ~~certain~~ other ~~compensation related~~executive compensation-related matters. A representative of ~~CAP attends~~Farient Advisors attended all Compensation Committee meetings, either in person or via telephone, ~~conference, consults~~consulted with and ~~advises~~advised the Compensation Committee members on executive compensation, ~~matters—~~including the ~~form~~structure and ~~amount~~amounts of various pay ~~elements—as needed,~~elements, and ~~develops and~~

~~interprets~~developed executive benchmarking data for the Compensation ~~Committee’s use in its deliberations. CAP provides~~Committee. Farient Advisors provided no services to the Company’s management.

The Compensation Committee annually reviews the performance of the compensation consultant and considers the following factors when assessing consultant independence in accordance with NYSE standards:

The Compensation Committee reviewed the performance and independence of ~~CAP~~Farient Advisors and ~~the consultant and CAP’s policy on consultant independence.~~ no performance or independence issues were identified.

During ~~the most recent review, which occurred in October 2012,~~2015, the Compensation Committee ~~found that~~reviewed and discussed the ~~work~~impact of executive compensation programs on organizational risk. The Compensation Committee discussed plans and reviewed risk mitigation features in each of the ~~consultant posed no areas~~plans to evaluate, with the assistance of ~~concern~~our risk management organization, the overall impact compensation programs have on organizational risk. The Compensation Committee determined compensation programs have sufficient risk mitigation features and do not encourage or ~~any conflict~~reward employees for taking excessive or unnecessary risk. The mix of ~~interest. In reaching such determination,~~our short and long-term compensation programs appropriately reward employees while balancing risk through the ~~Company considered the following factors, all~~delayed payment of ~~which were attested to or affirmed by CAP:~~long-term awards.

~~During 2012, the Compensation Committee met with our General Auditor and Chief Risk Officer to~~risk review and discuss the short-term and long-term risks that could threaten the value of the Company and GM’s compensation and benefit arrangements for NEOs and other employees of the Company and its subsidiaries in light of those risks. The assessments are intended to assure that, within the limits imposed by the UST rules and the Special Master’s determinations, an appropriate balance has been established between focuscompleted on short-term and long-term business performance and between cash and non-cash incentives, to provide adequate current compensation for personal financial security, and to provide incentives to strive for greater team and individual contributions to the continued overall growth of the enterprise.

~~The 2012 plan reviews were conducted on October 10, 2012 and March 18, 2013. Based on the reviews,~~December 8, 2015, the Compensation Committee determined ~~that~~ the ~~2012~~overall risk of compensation ~~structure appropriately mitigates risk, and we certified~~programs exposing the organization to ~~the U.S. Treasury that the design of the compensation structure for our NEOs does not encourage these individuals to take~~ unnecessary or excessive risks ~~that threaten the value of the Company.~~is low.

Although not a formal part of the semi-annual review process, the Compensation Committee also considers, on a regular basis, the impact of these compensation constraints and highly restricted compensation structures on our ability to appropriately reward the performance

The Company has no employment or termination agreements with any of our senior executives and to attract and retain leadership and technical talent critical to our operational competitiveness. This inability to provide incentives and rewards aligned with the business plan and performance has created growing retention concerns, particularly for our highest performing employees.

~~Working within the parameters of the UST regulations and the constraints imposed by the Special Master, we took the following risk considerations into account in developing our incentive plans:~~

Based on its reviews of the proposed compensation structure, including base salary, the incentive compensation recoupment provision, and the limit on severance pay, the Compensation Committee found that the constraints imposed by the UST regulations and the Special Master impair our ability to offer optimal compensation structures but also that:

At the 2012 annual meeting, GM stockholders approved the 2011 compensation for our NEOs by a 97.4 percent favorable vote. Noting this level of support and remaining consistent with the UST rules, the Compensation Committee made no material changes to the compensation structures for NEOs for 2012. At the 2013 annual meeting, the Board will again submit a proposal~~(Item No. 3 – Advisory Vote to Approve Executive Compensation)~~ enabling stockholders to provide feedback on our compensation policies and practices for our NEOs. The non-binding Say-on-Pay proposal may be found on page 60 of this proxy statement. Our Board and the Compensation Committee intends to review the feedback provided by this stockholder vote and evaluate any significant stockholder concerns as it considers future compensation planning proposals.

In setting 2013 compensation, the Compensation Committee chose to develop compensation structures for our NEOs consistent with the provisions of UST rules and Special Master’s determinations. The elements of these plans are generally based on the same principles as our 2012 plans. Any RSUs that are earned based on achievement of 2013 Adjusted FCF objectives will be granted at the conclusion of the 2013 performance period. RSU grants made in March 2013 were based on results of 2012 Adjusted FCF performance.

~~For 2011, the amounts shown in this column reflect the value of SSUs and RSUs at the time they were granted to each of the NEOs.~~

During 2010, SSUs were granted to NEOs each pay period in lieu of a portion of total annual compensation based on the most current value of the Company as determined by an independent third party through the September 30, 2010 grant date. Pursuant to the terms of the SSP, SSUs share amounts granted on December 31, 2010, and later were determined based on the average of the high and low trading price of our Common Stock on the NYSE on each grant date.

~~Amounts shown below for personal benefits include the incremental costs for executive security services and systems, the executive company vehicle program and financial counseling.~~

Under the SSP, NEOs received a portion of their total annual compensation in the form of SSUs based on the average of the high and low trading price of our Common Stock on the NYSE on each grant date. SSUs are non-forfeitable and will be transferrable in three equal installments at each of the first, second, and third anniversary of the grant date. Additional information regarding SSUs may be found beginning on page 39.

RSUs were awarded to NEOs under the LTIP based on the average of the high and low trading price of our Common Stock on the NYSE on each grant date. Pursuant to the terms of the LTIP, awards are subject to forfeiture until vested. On the second anniversary date of the grant, two-thirds of the awards will vest and on the third anniversary date of the grant, the remaining one-third of the awards will vest.

value shown here is based on the closing price of our Common Stock on the grant date ($26.05) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 26 of the Consolidated Financial Statements.

~~(2)~~

On the same date, the Compensation Committee approved SSU grants to be made on various salary payment dates. Pursuant to Plan terms, the value used to determine the number of units granted on March 31, 2012 was $25.45; June 30, 2012, $19.62; September 30, 2012, $22.91; and December 31, 2012, $28.26, based on the average of the high and low trading price of our Common Stock on the NYSE on the grant date. However, the grant date fair value shown here is based on the closing price of our Common Stock on the grant dates (March 31, 2012, $25.65; June 30, 2012, $19.72; September 30, 2012, $22.75; and December 31, 2012, $28.83) consistent with accounting practice and the valuation assumptions used in measuring expense in Note 26 of the Consolidated Financial Statements.

~~The 2010 and 2011 awards are subject to forfeiture for three years. On the third anniversary date of the grant, awards will vest and settle pursuant to the terms of the LTIP.~~

~~The awards are valued in this column based on the closing price of our Common Stock on December 31, 2012 ($28.83).~~

~~There were no options granted or exercised or stock awards vested for NEOs during 2012~~~~(table omitted intentionally)~~.

Pension benefits for most of our U.S. executives may be from both tax-qualified plans that are subject to the requirements of the Employee Retirement Income Security Act (“ERISA”) and from a non-qualified plan that provides supplemental benefits. We assumed both types of plans from General Motors Corporation in connection with the 363 Sale. Tax-qualified benefits are pre-funded and paid out of either the trust assets of the General Motors Salaried Retirement Program (the “SRP”), the General Motors Retirement Savings Plan for Salaried Employees in the United States (the “RSP”), or both. Non-qualified benefits under the General Motors Executive Retirement Plan (the “ERP”) are not pre-funded and are paid out of our general assets. The ERP provides benefits under both Defined Contribution (“DC”) and Defined Benefit (“DB”) formulas. Benefit accruals and company contributions under GM’s non-qualified pension plan and deferred compensation plans have been suspended for SEOs and certain most highly compensated employees since December 11, 2009.

U.S. executive employees must be at least age 55 with a minimum of ten years of eligibility service to be vested in benefits accrued prior to October 1, 2012 in the ERP, and must have been an executive employee on the active payroll of General Motors Corporation as of December 31, 2006 to be eligible for any frozen accrued non-qualified ERP benefit. Benefits accrued in the ERP on and after October 1, 2012 are subject to three-year vesting.

For service rendered January 1, 2007 through September 30, 2012, non-qualified retirement benefits for executive employees were determined under one of two methods (a DB formula or a DC formula), depending on an executive’s length of service date. For executives with a length of service date prior to January 1, 2001 a total benefit accrued (SRP plus ERP) equal to 1.25 percent of monthly base salary and annual General Motors Company Short Term Incentive Plan (the “STIP”). For executives with a length of service date on or after January 1, 2001, total contributions (RSP plus ERP) accrued equal to four percent of monthly base salary and STIP. For both formulae, benefits calculated on base salary and STIP below the applicable U.S. Internal Revenue Service (the “IRS”) limits accrued in the appropriate qualified plan (SRP or RSP) according to length of service date. For both formulae, benefits calculated on base salary and STIP above the applicable IRS limits accrued in the ERP.

Effective September 30, 2012, pension accruals under the 1.25 percent SRP and ERP formulas described above were frozen, and qualified and non-qualified retirement benefits have been replaced, effective October 1, 2012, with a defined contribution formula (four percent or six percent of monthly base salary and STIP depending on an employee’s length of service date) subject to the IRS limits noted above.

Upon retirement, executives will have all vested non-qualified retirement benefits accrued prior to October 1, 2012, paid as a five-year annuity. Any non-qualified benefits accrued and vested after September 30, 2012 will be paid as a lump sum upon retirement. The interest rate used in determining the non-qualified five-year annuity retirement benefits referenced above is the average of the 30-year U.S. Treasury Securities Rate for the month of July and is determined annually. This annual interest rate is then effective for retirements commencing October 1 through September 30 of the succeeding year. In the event of death, an executive’s surviving spouse may be eligible for benefits under the ERP.

~~We maintain certain deferred compensation programs and arrangements for executives, including the NEOs.~~

The General Motors Defined Contribution portion of the Executive Retirement Plan (the “DC ERP”), formerly known as the Benefit Equalization Plan, allows for the equalization of benefits for highly compensated salaried employees under the SRP and the RSP when such employees’ contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of ERISA, as amended, and Section 401(a)(17) and 415 of the U.S. Internal Revenue Code (the “IRC”). The DC ERP is maintained as an unfunded plan and we bear all expenses for administration of the plan and payment of amounts to participants. Our contributions to employee accounts are currently invested in the same investment funds as the RSP.

Aggregate account balances disclosed below include both vested and unvested contributions by GM. Contributions made prior to 2007 were vested immediately. Notional contributions made between January 2007 and September 31, 2012 vest when the participant attains age 55 with ten years of service. Notional contributions made on October 1, 2012 and later vest when the participant attains three years of service, regardless of age. Pursuant to UST regulations, no accruals or contributions to the DC ERP were permitted during 2012 for NEOs who were also SEOs in 2012.

SSP—NEOs receive a portion of their total annual compensation in the form of SSUs. The SSUs are granted to NEOs each quarter as described in the “2012 Grants of Plan Based Awards” table on page 47. SSUs are non-forfeitable and become deliverable in three equal installments at each of the first, second, and third anniversaries of the grant date.

The table below reflects December 31, 2012 balances for the various nonqualified deferred compensation plans, including vested but unpaid SSUs, based on the closing price of our Common Stock ($28.83) and any contributions, earnings, and withdrawals during the year.

~~(2)~~

None of the earnings that may be included in column (d) are reported in the “Change in Pension Value and Nonqualified Deferred Compensation” totals and footnote 5 included in the “2012 Summary Compensation Table” on page 45, because we do not pay above-market earnings on U.S. deferred compensation.

~~(3)~~

~~Payments of vested SSUs granted on various dates and at various share prices were made to each of the NEOs as described in the “2012 Grants of Plan Based Awards” table on page 47.~~

~~(4)~~

Aggregate balances include both vested and unvested contributions subject to forfeiture as described for each NEO in the section titled, “Potential Payments Upon Termination or Change in Control” below.

No new accruals are permitted to the DC ERP for the NEOs. The balances shown for Ms. Barra and Mr. Lee include amounts credited to their respective DC ERP accounts by both GM and General Motors Corporation because these accounts were assumed by GM with the closing of the 363 Sale and were not subject to cancellation during MLC liquidation proceedings.

All amounts reported in column (f), except earnings at prevailing market rates, have been reported in the “2012 Summary Compensation Table” on page 45 for each NEO. Mr. Ammann’s 2011 DC ERP account balance was inadvertently omitted from the previous year’s table and the revised amount for 2011 “All Other Compensation” is reflected in the “2012 Summary Compensation” table on page 45. Amounts earned in previous years for other NEOs were reported in earlier summary compensation tables, if that executive was an NEO in the prior year. Amounts previously reported in such years include previously earned Company matching contributions. The totals in column (f) above reflect the cumulative value of these contributions and investment choices for each NEO.

We maintain compensation and benefit plans that will provide payment of compensation to NEOs in the event of termination of employment due to retirement or death. These provisions are generally applicable to all plan participants and are not reserved only for NEOs. The amount of compensation payable to each NEO in these situations is described below.

~~We do not provide change-in-control benefits for executives, and we utilize employment or severance agreements on an infrequent basis. Employment agreements with NEOs are described below.~~

~~Retirement and Pension Benefits.~~ ~~Plan provisions and pension benefits for NEOs are described in the “Pension Benefits and Retirement Programs Applicable to Executive Officers” on page 49.~~

As of December 31, 2012, Mr. Akerson, Mr. Ammann, and Mr. Girsky were not eligible to retire under any qualified or non-qualified retirement plan. Upon termination of employment, their unvested benefits would be forfeited.

~~As of December 31, 2012, Ms. Barra was eligible to retire pursuant to the provisions of the qualified SRP, but not the non-qualified ERP.~~

~~As of December 31, 2012, Mr. Lee was eligible to retire pursuant to the provisions of both the qualified SRP and the non-qualified ERP.~~

~~Benefits Payable at Death.~~ Upon death of an active employee, we provide a special death payment equal to one month of base salary to certain dependents, including surviving spouses, members of the employee’s family, or other individuals who are to be responsible for payment of funeral expenses. This benefit is provided generally for all salaried employees in active status at the time of death. In addition, pursuant to SRP plan terms we provide eligible surviving spouses a monthly pension benefit based on a percentage of the monthly retirement benefit payable to the employee. Under the terms of the ERP, survivor benefits, if applicable, are payable as a lump sum. Only Mr. Lee was vested in the ERP on December 31, 2012, and the lump sum benefit payable to a survivor upon his death on that date was $3,768,164.

Unvested and outstanding RSUs are prorated for time worked and paid immediately to eligible survivors. RSU amounts payable to survivors as of December 31, 2012 for the NEOs are as follows: Mr. Akerson, $951,015; Mr. Ammann, $427,462; Mr. Girsky, $1,223,776; Ms. Barra, $427,462; and Mr. Lee, $1,625,234.

~~Deferred Compensation Plans.~~ ~~Under the provisions of the SSP, awards are vested when earned, and will continue to be paid in accordance with their terms as described in this proxy statement upon the executive’s separation.~~

~~As of December 31, 2012, Mr. Akerson, Mr. Ammann, and Mr. Girsky, had no vested notional contributions in the DC ERP. Upon termination of employment, their unvested benefits would be forfeited.~~

~~As of December 31, 2012, Ms. Barra had vested notional contributions in the amount of $14,707 in the DC ERP. All other unvested contributions would be forfeited.~~

~~As of December 31, 2012, Mr. Lee had vested notional contributions in the amount of $19,973 in the DC ERP. He had no unvested contributions subject to forfeiture.~~

~~Incentive Plans.~~ RSUs granted in 2012 vest two-thirds on the second anniversary date of the grant and one-third on the third anniversary of their grant date. Unvested RSUs are forfeited upon termination of employment, except in cases of retirement.

~~Vacation Pay.~~ Salaried employees terminating employment under approved retirement plans are entitled to receive full vacation based on their length of service with the Company and its predecessor as of the date of separation and may receive pay in lieu of unused vacation in the calendar year of termination of employment.

~~Health Care and Life Insurance Coverage Continuation.~~ Under provisions of the General Motors Salaried Health Care Program covering all U.S. salaried employees, Mr. Akerson, Mr. Ammann, and Mr. Girsky could continue health care coverage as provided under applicable federal laws (i.e., The Consolidated Omnibus Budget Reconciliation Act). Based on their ability to retire, Ms. Barra and Mr. Lee are eligible to receive ~~corporate contributions toward health care coverage in retirement until~~ the ~~earlier of Medicare eligibility, or turning age 65, pursuant~~same severance treatment available to ~~program terms, and are also eligible for Company paid life insurance in retirement.~~other executive employees.

We have no employment agreements with our NEOs that provide them with special compensation arrangements. We are currently prohibited from paying any severance or bonus and incentive compensation amounts to any SEOs upon termination or change in control. We do not maintain any plan providing benefits related to a change in control of the Company, and none of our current incentive plans contain such provisions.Compensation Committee Report

The Compensation Committee has reviewed and discussed with management the CD&A and, based on that review and discussion, has recommended to the Board of Directors that the CD&A be included in this ~~proxy statement~~Proxy Statement and incorporated by reference in the GM ~~2012~~2015 Annual Report on Form 10-K.

Compensation Committee reviews the incentive compensation arrangements of our NEOs with the General Auditor and Chief Risk Officer within 120 days of the completion of each fiscal year to ensure that the incentive compensation arrangements for these officers do not encourage them to take unnecessary and excessive risks that may threaten the value of the Company.

The Compensation Committee also reviews all employee compensation plans, makes all reasonable efforts to eliminate unnecessary risks that the plans may pose to GM, and eliminates any features of these plans that would encourage the manipulation of GM’s reported earnings to enhance the compensation of any employees.

The 2012 annual risk review of the Company’s compensation arrangements was completed on March 18, 2013, and a discussion of our review process is included in the section entitled “Compensation Risk Assessment and Management Process” on page 43.

~~Upon concluding the review, the Compensation Committee Chair, on behalf of the Compensation Committee, provided the following certificate set forth below to the UST.~~

~~This certificate is delivered pursuant to Section 111 of the Emergency Economic Stabilization Act of 2008 (“EESA”), as amended by the American Recovery and Reinvestment Act of 2009 (“ARRA”).~~

The undersigned hereby certifies in his capacity as chair of the Executive Compensation Committee of General Motors Company (the “Compensation Committee”) and not in his individual capacity, to the best of his knowledge after due inquiry and investigation, as follows:

This compensation structure design does not encourage SEOs to take unnecessary and excessive risks that threaten the value of the Company. A description of the pay planning process and each plan element is provided below.

The GM Board and GM Management regularly discuss GM’s financial outlook, operating and enterprise risks, global competitor strategies, legislative and regulatory issues, and governance matters. Directors review how GM Management is addressing these risks and how these risks could impact GM’s financial structure. Other groups within GM are also involved in managing risks and compliance issues on an ongoing basis, including the Treasurer’s Office, General Motors Asset Management Corporation (“GMAM”), Legal Staff, Information Technology, GM Audit Services, Corporate Accounting, and Global Purchasing and Supply Chain. Our General Auditor and Chief Risk Officer meets regularly with the Audit Committee to assist the Board in its oversight of our risk management strategies and policies.

As compensation and incentive plans are developed they are periodically reviewed to ensure balance between fixed and variable pay and between risk and reward and the General Auditor and Chief Risk Officer participates in the compensation risk assessment with the Compensation Committee to determine if plan changes are necessary. As described below, our outside advisors also participate in the process. The Compensation Committee also reports its findings and recommendations to the CEO and the Board.

~~Generally, base salaries paid in cash and limited to less than $500,000. Appropriate exceptions may be made for good cause shown;~~All Other Compensation

~~Working within the established parameters, the following risk considerations were taken into account as we developed incentive plans for all executives:~~

Grants were made to each NEO under the ~~past three years, CAP provided~~2014 LTIP. Each grant consisted of PSUs and RSUs for each NEO. PSUs, which vest and deliver at the ~~following services for~~end of the performance period, will be earned at a level between 0 and 200 percent of target. PSUs are based on the achievement of performance conditions relating to ROIC and Global Market Share over a three-year performance period from January 1, 2015 to December 31, 2017. The RSUs will vest ratably over the three-year period.

On July 28, 2015, the Compensation Committee granted stock options in exchange for executives agreeing to non-compete and ~~provided no additional services to management:~~non-solicitation terms. On February 15, 2017, 40 percent of the option grant will vest, and the remaining 60 percent will vest on each February 15 in 2018, 2019, and 2020 only if the Company meets the TSR performance conditions as described above on page 45.

Eligibility and Vesting:The ~~Compensation Committee~~GM Salaried Retirement Plan (SRP) is a funded, tax-qualified retirement program that covers eligible employees hired prior to January 1, 2007. Employees who commenced service on or after January 1, 2007 are eligible to participate only in defined contribution plans. Employees are vested in the SRP after five years of qualifying service. The plan permitted employee contributions, which vested immediately, until December 31, 2006. All Defined Benefit accruals were frozen on September 30, 2012, with service continuing toward eligibility to retire.

Service prior to January 1, 2001– The plan provided benefits on both a contributory and noncontributory formula. The contributory formula factors the contributions of the executive and earnings for each fiscal year. The formulas were frozen effective December 31, 2006, and effective January 1, 2007, employees continued to participate in the SRP under a new formula that provided a pension accrual equal to 1.25 percent of the employee’s eligible earnings up to the IRS-prescribed limits for tax-qualified plans. The 1.25 percent accruals were frozen September 30, 2012.

Service from January 1, 2001 to December 31, 2006– The plan provided benefits under a cash balance formula with pay credits based on age through December 31, 2006, when the formula was frozen, with balances continuing to earn interest credits thereafter.

Time and Form of Payment:The accumulated benefit an employee earns over his or her career with the Company is payable starting after retirement. Normal retirement age is defined as age 65. Employees who commenced service prior to 1988 may elect early retirement after 30 years of credited service or 85 points, based on combined age and service, or age 60 and 10 or more years of service, with certain age-reduction factors applied. The plan also ~~retained independent outside legal counsel, Davis Polk & Wardwell LLP (“Davis Polk”)~~provides Social Security supplements for those hired prior to 1988. For employees hired on and after January 1, 1988, and prior to December 31, 2000, Social Security supplements are not payable, and age-reduction factors are greater for retirements prior to age 60. The plan provides both a spousal joint and survivor annuity and contingent annuitant optional form of payment. The employee may elect either a monthly annuity for life or a 100 percent lump sum of all benefits payable.

Tax Code Limitations on Benefits:Section 415 of the IRC limits the benefits payable under the GM SRP. For 2015, the maximum single life annuity a named executive could have received under these limits was $210,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates.

Eligibility and Vesting:The GM Executive Retirement Plan (DB ERP) is an unfunded and non-tax-qualified retirement program that covers eligible executives, including named executives, to provide retirement benefits above amounts available under our other pension programs.

Service Prior to January 1, 2007– The supplemental pension will equal the greater of (a) 2 percent of the average monthly base salary multiplied by all years of contributory service less the sum of all benefits payable under the GM Salaried

Retirement plus the maximum Social Security Benefit as of January 2007 multiplied by all years of noncontributory service or (b) 1.5 percent of the average monthly base salary plus annual incentive plan compensation multiplied by all years of contributory service, up to a maximum of 35 years less the sum of all benefits payable under the GM SRP plus 100 percent of the maximum Social Security benefit as of January 2007. In both cases, the base salary and annual incentive plan payments are determined using the highest 60 months out of the last 120 months prior to retirement.

Service from January 1, 2007 to December 31, 2007– The supplemental pension will equal 1.25 percent multiplied by their annual base salary and is applicable to amounts in excess of the IRS-prescribed limit applicable to tax-qualified plans.

Service from January 1, 2008 to September 30, 2012– The supplemental pension will equal 1.25 percent multiplied by their annual base salary plus short-term incentive payments and is applicable to amounts in excess of the IRS-prescribed limit applicable to tax-qualified plans.

Time and form of payment:Normal retirement age under the plan is age 65; however, employees who commenced service prior to January 1, 2007, including NEOs, may retire at age 60 with 10 or more years of service without any reduction in benefits. Employees may also retire at age 55 with 10 or more years of service with benefits reduced using the same factors as are utilized for early retirement under the GM SRP. The GM DB ERP is payable as a five-year certain annuity, with payments starting upon the retirement of the executive and continuing for 60 months.

We maintain certain deferred compensation programs and arrangements for executives, including the NEOs.

DC ERP– Allows for the equalization of benefits for highly compensated salaried employees under the RSP when such employees’ contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of ERISA, as amended, and Section 401(a)(17) and 415 of the IRC, as amended. The DC ERP is maintained as an unfunded plan and we bear all expenses for administration of the plan and payment of amounts to participants.

Aggregate account balances disclosed below include both vested and unvested contributions by GM. Contributions made prior to 2007 were vested immediately. Contributions made between January 1, 2007, and September 30, 2012, vest when the participant attains age 55 with 10 years of service. Contributions made on October 1, 2012, and later vest when the participant attains three years of service, regardless of age.

Salary Stock Units (SSUs)– NEOs received a portion of their total annual compensation in the form of SSUs, which were granted each quarter while the Company was under TARP. SSUs are nonforfeitable and become deliverable quarterly in three equal installments at each of the first, second, and third anniversaries of the grant date. No SSUs have been granted since the Company exited TARP in 2013.

The ~~external advisors report directly~~table below reflects December 31, 2015, balances for the various nonqualified deferred compensation plans, including vested but unpaid SSUs, based on the closing price of common stock ($34.01), and any contributions, earnings, and withdrawals during the year.

The Company does not maintain individual employment agreements with any NEO that provides guaranteed payments in the event of a termination of employment or change in control. In the event that an NEO’s position with the Company is eliminated, including the elimination of the NEO’s position as a result of a change in control, the NEO would be eligible for severance pay under the GM Executive Severance Program.

The table below shows the potential payments to each NEO assuming a termination of employment on December 31, 2015, due to each of the following: voluntary separation or termination for cause; Executive Severance Program (as amended on February 1, 2016); full career status retirement; disability; death; and change in control with termination of employment. Each of the separation events is described in more detail below. These provisions are generally applicable to participants in each of the applicable plans, and they are not reserved only for NEOs. The payments below are in addition to the Compensation Committee and all work performed by the external advisors is overseen by the Compensation Committee. The outside advisors participate in Compensation Committee meetings and discussions to help ensure Compensation Committee members have a thorough understandingpresent value of the ~~issues under consideration,~~accumulated benefits from each NEOs qualified and ~~they may be asked~~nonqualified pension plans shown in the Pension Benefits table on page 59, and the aggregate balance due to ~~provide additional materials or analysis to further clarify issues being discussed. In addition to information prepared by~~each NEO that is shown in the Nonqualified Deferred Compensation Committee’s external advisors, GM’s Global Compensation Staff obtains compensation and benefit-related market data and analysis from several major providers and uses it to plan compensation for the broader executive group and other employee groups.

During 2012 there was no bonus, variable pay, or other employee benefit plan for salaried employees that could provide incentive for employees to manipulate reported earnings or enhance the compensation of any employee.

~~The foregoing certifications are made and delivered in my capacity described above for and on behalf of General Motors Company as of the date first written~~table above.

For purposes of the following table, the Company describes these terminations and potential payments:

Consistent with its charter responsibilities, the Committee has met and held discussions with management and Deloitte & Touche LLP (“Deloitte”), the Company’s independent registered public accounting firm for 2012, regarding the Company’s audited financial statements

The following table provides information as of December 31, ~~2012 and for the year then ended. In this context, management represented to the Committee that~~2015, about the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Committee has reviewed and discussed the consolidated financial statements with management and the independent registered public accounting firm and discussed with the independent registered public accounting firm matters required tocommon stock that may be ~~discussed by the standards of the PCAOB.~~

The Company’s independent registered public accounting firm has also provided to the Committee the written disclosures required by the applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communication with the Committee concerning independence. The Committee has also considered whether the provision of non-audit services is compatible with maintaining the independent registered public accounting firm’s independence. The Committee concluded that Deloitte is independent from the Company and its management.

~~Based~~issued upon the ~~Committee’s discussions with management~~exercise of options, warrants, and the independent registered public accounting firm as described in this report and the Committee’s review of the representation of management and the report of the independent registered public accounting firm to the Committee, the Committee recommended to the Board of Directors and the Board of Directors approved the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012, filed with the SEC.

The Audit Committee retained Deloitte to audit the Company’s consolidated financial statements and the effectiveness of internal controls, as of and for the year ended December 31, 2012. The Company and its subsidiaries also retained Deloitte and certain of its affiliates, as well as other accounting and consulting firms, to provide various other services in 2012.

The services performed by Deloitte in 2012 were pre-approved in accordance with the pre-approval policy and procedures established by the Audit Committee. This policy requires that during its first meeting of the year, the Audit Committee will be presented, for consideration, a description of the Audit-Related, Tax, and All Other Services expected to be performed by Deloitte during the fiscal year. Any requests for such services for $1 million or more not contemplated and approved during the first meeting must thereafter be submitted to the Audit Committee (or the Chair of the Audit Committee in an urgent case) for specific pre-approval. Requests for services less than $1 million individually must be pre-approved by the Audit Committee Chair and reported to the full Audit Committee at its next regularly scheduled meeting. The independent registered public accounting firm selected for the following year presents the proposed annual Audit services and their related fees to the Audit Committee for approval on an audit-year basis.

~~The Audit Committee determined that~~rights under all ~~services provided by Deloitte in 2012 were compatible with maintaining the independence of Deloitte.~~

~~The following table summarizes Deloitte fees billed or expected to be billed in connection with 2012 services. For comparison purposes, actual billings for 2011 services are also displayed.~~

~~Audit Fees:~~~~$36 million for the audit~~ of the Company’s annual consolidated financial statements, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and audits of statutory financial statements.existing equity compensation plans.

~~Audit-Related Fees:~~$6 million for assurance and related services that are traditionally performed by the independent registered public accounting firm. More specifically, these services include employee benefit plan audits, due diligence related to mergers and acquisitions, accounting consultations and audits in connection with proposed acquisitions, internal control consultations, attestation services that are not required by statute or regulation, and consultation concerning financial accounting and reporting standards.

~~Tax Fees:~~$5 million for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.

~~All Other Fees~~~~: The Company did not engage Deloitte for any significant services for the year ended December 31, 2012.~~

The Audit Committee has selected Deloitte as GM’s independent registered public accounting firm for 2013, the Board of Directors has concurred in an advisory capacity with that selection, and the selection is now being submitted to the stockholders at the annual meeting for their ratification or rejection. If the stockholders do not ratify the selection of Deloitte as the independent registered public accounting firm, the Audit Committee will reconsider whether to engage Deloitte but may ultimately determine to engage that firm or another audit firm without re-submitting the matter to stockholders. Among the factors the Audit Committee may consider in making this determination are the difficulty and expense of changing independent registered public accounting firms in the middle of a fiscal year. Even if the stockholders ratify the selection of Deloitte, the Audit Committee may in its sole discretion terminate the engagement of Deloitte and direct the appointment of another independent registered public accounting firm at any time during the year, although it has no current intention to do so.

~~The Audit Committee considers Deloitte well qualified, with offices or affiliates in or near most locations in the U.S. and other countries where General Motors operates.~~

~~Representatives of Deloitte will attend the annual meeting and will have the opportunity to make any statement they wish. They will also be available to respond to appropriate questions.~~

~~The Board of Directors recommends a voteFOR~~ ~~the proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for GM and its subsidiaries for 2013.~~

Executive compensation is an important matter for our ~~stockholders.~~shareholders. The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that we provide you with the opportunity to vote to approve, on a nonbinding advisory basis, the compensation of our named executive officers, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC (sometimes referred to as “Say-on-Pay”).

An advisory vote on how frequently we would hold Say-on-Pay votes was held at the 2014 Annual Meeting, and over 82 percent of shares voted were voted in favor of an annual vote. In ~~2012, more than~~2015, over 97 percent of ~~the votes cast at the annual meeting~~shares voted were ~~“favorable” to~~voted “FOR” our ~~Say-on-Pay~~Say on Pay proposal. ~~With this result in mind and recognizing the continued impact of UST requirements, the~~

The Compensation Committee has approved the compensation arrangements for our named executive officers described in our CD&A and accompanying compensation tables beginning on page ~~33 for our Named Executive Officers.~~35 of this Proxy Statement. We urge you to read the CD&A ~~section of this proxy statement~~ for a more complete understanding of our executive compensation plans, including our compensation philosophy and objectives and the ~~2012~~2015 compensation of ~~Named Executive Officers.~~named executive officers.

When we no longer comply with UST requirements, in accordance with SEC regulations we will ask stockholders whether they would prefer to participate in the advisory Say-on-Pay vote every year, every two years, or every three years.

We are asking ~~stockholders~~shareholders to vote onin favor of the following resolution:

RESOLVED, that the compensation paid to the ~~company’s Named Executive Officers,~~Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including the Compensation Discussion and Analysis, compensation tables, and the related narrative discussion, is hereby APPROVED.

As an advisory vote, this proposal is ~~non-binding.~~nonbinding. Although the vote is ~~non-binding,~~nonbinding, the Board of Directors and the Compensation Committee value the opinions of our ~~stockholders~~shareholders and will consider the outcome of the vote when making future compensation decisions for ~~Named Executive Officers.~~named executive officers.

The affirmative vote of a majority of the shares of our Common Stock present or represented by proxy and entitled to vote at the ~~annual meeting~~Annual Meeting is required for approval of this proposal. If you own shares through a

broker, bank, or other nominee, you must instruct your broker, bank, or other nominee on how to vote your shares to ensure that your shares will be represented and voted on this proposal.

The Board of Directors recommends a voteFORthe advisory proposal to approve executive compensation.

The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retained to audit the Company’s financial statements. To oversee continuing audit independence and objectivity, the Audit Committee periodically considers whether there should be a rotation of the independent registered public accounting firm. In accordance with the mandated rotation of the accounting firm’s lead engagement partner, the Audit Committee is also involved in the selection of the accounting firm’s lead engagement partner working with Deloitte & Touche LLP (“Deloitte”), with input from management.

The Audit Committee annually evaluates the performance of the independent auditor and reviewed the following performance factors in deciding whether to retain the independent auditor:

Following this evaluation, the Audit Committee has selected Deloitte as GM’s independent registered public accounting firm for 2016. The Audit Committee believes that the retention of Deloitte to serve as the Company’s independent registered public accounting firm for 2016 is in the best interest of the Company and its shareholders. Deloitte and its predecessor companies have been GM’s or General Motors Corporation’s auditors since 1918. The Audit Committee considers Deloitte well qualified, with offices or affiliates in or near most locations in the U.S. and other countries where General Motors operates.

The Board of Directors has concurred in an advisory capacity with the Audit Committee’s selection of Deloitte, and the appointment of Deloitte will be submitted to the shareholders at the Annual Meeting for ratification. If the shareholders do not ratify the selection of Deloitte as the independent registered public accounting firm for the Company for 2016, the Audit Committee will reconsider whether to engage Deloitte, but may ultimately determine to engage that firm or another audit firm without resubmitting the matter to shareholders. Among the factors the Audit Committee may consider in making this determination are the difficulty and the expense of changing independent registered public accounting firms in the middle of a fiscal year. Even if the shareholders ratify the selection of Deloitte, the Audit Committee may in its sole discretion terminate the engagement of Deloitte and direct the appointment of another independent registered public accounting firm at any time during the year, although it has no current intention to do so.

Representatives of Deloitte will attend the Annual Meeting and will have the opportunity to make any statement they wish. They will also be available to respond to appropriate questions.

The Board of Directors recommends a voteFORthe proposal to ratify the selection of Deloitte & Touche LLP as the independent registered public accounting firm for GM and its subsidiaries for 2016.

The following Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference in this Proxy Statement or any portion hereof into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed thereunder.

The Audit Committee of the General Motors Board of Directors is a standing committee composed of four directors who meet the independence, financial expertise, and other qualification requirements of the NYSE and applicable securities laws. It operates under a written charter adopted by the Committee and approved by the Board of Directors, which is posted on our website atwww.gm.com/investor, under “Corporate Governance.” The members of the Committee are Thomas M. Schoewe (Chair), Linda R. Gooden, Kathryn V. Marinello, and Michael G. Mullen. The Board has determined that Mr. Schoewe, Ms. Gooden, and Ms. Marinello qualify as “audit committee financial experts” as defined by the SEC’s regulations. The Committee annually selects the Company’s independent registered public accounting firm (“auditor”).

Management is responsible for the Company’s internal controls and the financial reporting process and has delivered its opinion on the effectiveness of the Company’s controls. The auditor is responsible for performing an independent audit of the Company’s consolidated financial statements and opining on the effectiveness of those controls in accordance with the standards of the Public Company Accounting Oversight Board (United States) (the “PCAOB”) and issuing its reports thereon. As provided in its charter, the Committee’s responsibilities include monitoring and overseeing these processes.

Consistent with its charter responsibilities, the Committee has met and held discussions with management and Deloitte & Touche LLP, the Company’s auditor for 2015, regarding the Company’s audited financial statements and internal controls for the year ended December 31, 2015. In this context, management represented to the Committee that the Company’s consolidated financial statements were prepared in accordance with accounting principles generally accepted in the United States. The Committee reviewed and discussed the consolidated financial statements with management and the auditor and further discussed with the auditor the matters required to be discussed by the standards of the PCAOB.

The Company’s auditor has also provided to the Committee the written disclosures and the letter required by the applicable requirements of the PCAOB concerning independence, and the Committee has discussed with the auditor the auditor’s independence. The Committee has also considered and determined that the provision of non-audit services provided to GM is compatible with maintaining the auditor’s independence. The Committee concluded that Deloitte is independent from the Company and its management.

Based upon the Committee’s discussions with management and the auditor as described in this report and the Committee’s review of the representation of management and the reports of the auditors to the Committee, the Committee recommended to the Board of Directors and the Board of Directors approved the inclusion of the audited consolidated financial statements in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the SEC on February 3, 2016.

The Audit Committee retained Deloitte to audit the Company’s consolidated financial statements and the effectiveness of internal controls, as of and for the year ended December 31, 2015. The Company and its subsidiaries also retained Deloitte and certain of its affiliates, as well as other accounting and consulting firms, to provide various other services in 2015. Deloitte initially presents the proposed annual audit services and their related fees to the Audit Committee for approval on an audit-year basis.

The services performed by Deloitte in 2015 were preapproved in accordance with the preapproval policy and procedures established by the Audit Committee. This policy requires that prior to the provision of services by the auditor, the Audit Committee will be presented, for consideration, a description of the types of Audit-Related, Tax, and All Other Services expected to be performed by the auditor during the fiscal year, with amounts budgeted for each category (Audit-Related, Tax, and All Other Services). Any requests for such services for $1 million or more not contemplated and approved by the Audit Committee initially must thereafter be submitted to the Audit Committee (or the Chair of the Audit Committee in an urgent case) for specific preapproval. Requests for services less than $1 million individually can be approved by management based on the amounts approved for each category. Management must report actual spending for each category to the full Audit Committee periodically during the year.

These services are actively monitored (both spending level and work content) by the Audit Committee to maintain the appropriate objectivity and independence in Deloitte’s core work, which is the audit of the Company’s consolidated financial statements and internal control. The Audit Committee determined that all services provided by Deloitte in 2015 were compatible with maintaining the independence of Deloitte.

The following table summarizes Deloitte fees billed or expected to be billed in connection with 2015 services. For comparison purposes, actual billings for 2014 services are also displayed.

~~Stockholder Proposal Regarding Independent Board Chairman~~Audit Fees– Includes fees for the integrated audit of the Company’s annual consolidated financial statements and attestation of the effectiveness of the Company’s internal controls over financial reporting, including reviews of the interim financial statements contained in the Company’s Quarterly Reports on Form 10-Q and audits of statutory financial statements.

Audit-Related Fees– Includes fees for assurance and related services that are traditionally performed by the independent registered public accounting firm. More specifically, these services include employee benefit plan audits, comfort letters in connection with funding transactions, other attestation services, and consultation concerning financial accounting and reporting standards.

Tax Fees– Includes fees for tax compliance, tax planning, and tax advice. Tax compliance involves preparation of original and amended tax returns and claims for refund. Tax planning and tax advice encompass a diverse range of services, including assistance with tax audits and appeals, tax advice related to mergers and acquisitions and employee benefit plans, and requests for rulings or technical advice from taxing authorities.

All Other Fees– Includes fees for other advisory services related to risk management, contract compliance activities, and product-related data enhancement.

Holy Land Principles, Inc., ~~No. 205, Redondo Beach, CA 90278,~~Capitol Hill, P.O. Box 15128, Washington, D.C. 20003-0849, owner of approximately ~~100~~134 shares of ~~Common Stock,~~common stock, has given notice that heit intends to present for action at the ~~annual meeting~~Annual Meeting the following ~~stockholder~~shareholder proposal:

WHEREAS, achieving a lasting peace in the Holy Land — with security for Israel and justice for Palestinians — encourages us to promote a means for establishing justice and equality;

WHEREAS, fair employment should be the hallmark of any American company at home or abroad and is a requisite for any just society;

WHEREAS, Holy Land Principles, Inc., a non-profit organization, has proposed a set of equal opportunity employment principles to serve as guidelines for corporations in Palestine-Israel.

Make all possible lawful efforts to implement and/or increase activity on each of the eight Holy Land Principles.

The proponent believes that ~~our board of directors adopt a policy that, whenever possible,~~GM benefits by hiring from the ~~chairman of our board of directors shall be an independent director.~~widest available talent pool. An ~~independent director is a director who has not previously served as an executive officer of our Company. This policy~~employee’s ability to do the job should be ~~implemented so as not to violate any contractual obligations~~the primary consideration in effect when this resolution is adopted. The policy should also specify how to select a new independent chairman if a current chairman ceases to be independent between annual shareholder meetings. To foster flexibility, this proposal gives the option of being phased inhiring and ~~implemented when our next CEO is chosen.~~

When our CEO is our board chairman, this arrangement can hinder our board’s ability to monitor our CEO’s performance. Many companies already have an independent Chairman. An independent Chairman is the prevailing practice in the United Kingdom and many international markets. This proposal topic won 50%-plus support at three major U.S. companies in 2012 including 55%-support at Sempra Energy.

~~This proposal should also be evaluated in the context of our Company’s overall corporate governance as reported in 2012:~~

GMI/The Corporate Library, an independent investment research firm, was concerned that GM had 4 directors involved with a bankruptcy. David Bonderman was involved with the Magellan Health Services bankruptcy and was on our executive pay committee. Erroll Davis, Kathryn Marinello and Philip Laskawy were involved with the General Motors bankruptcy and controlled 75% of our audit committee including the chairmanship. With 14 members our board is large and 11 members might be the optimum size. A large board is less than optimal when one person controls the officespromotion decisions. Implementation of the ~~Chairman~~Holy Land Principles — which are both pro-Jewish and ~~CEO. Mr. Bonderman was our leader~~pro-Palestinian — will demonstrate concern for human rights and equality of opportunity in ~~getting negative votes. He showed that he could get 10-times as many negative votes as some of our other directors.~~

Theodore Solso joined our board in 2012 and brings experience from the D-rated board (by GMI) of Ball Corporation which is aggressive in attempting to avoid shareholder proposals seeking improvement. James Mulva also joined our board in 2012 and brings experience from the D-rated board of General Electric. Thomas Schoewe joined our board in 2011 and brings experience from the D-rated board of Northrop Grumman.

its international operations. Please vote ~~to protect shareholder value:”~~your proxy FOR these concerns

Check the appropriate box:
¨ ~~PreliminaryProxy~~	Preliminary Proxy Statement
¨ ~~Confidential, for Use of the Commission Only(as permitted by Rule~~	CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED BY RULE 14a-6(e)(2))
x	Definitive Proxy Statement
¨	Definitive Additional Materials
¨	Soliciting Material Pursuant to ~~§240.14a-12~~	ss.240.14a-12

Meeting Information:
Date:		Tuesday, June 7, 2016
Time:		9:30 a.m. Eastern Time
Place:		General Motors Global Headquarters
		300 Renaissance Center
		Detroit, Michigan 48265


Using the Internetat www.proxyvote.com

Scanning this QR codeto vote with your mobile device

Calling toll-free1-800-690-6903

Mark, sign, date, and return the proxy card or voting instruction form.

PROXY STATEMENT SUMMARY		6

ITEM NO. 1 —ELECTION OF DIRECTORS		9
~~Questions and Answers~~
2Director Election Requirements		9
~~Item No. 1 –~~Director Nomination ~~and Election of Directors~~Process			89
~~Information about~~ Nominees for Director		11
Non-Employee Director Compensation		18
Director Stock Ownership and Holding Requirements		20

8CORPORATE GOVERNANCE		21
~~Corporate Governance~~
15Role of Board of Directors		21
Board Size		21
“Winning With Integrity” and Code of Ethics		21
Corporate Governance Guidelines			1521
Director Independence		22
Board Leadership Structure			1522
~~Board’s Role in Risk Oversight~~Executive Sessions			1624
~~Selection of Nominees for Election to the~~ Board Committees			1724
Access to Outside Advisors		27
Board Meetings and Attendance			1827
~~Size~~Board and Committee Oversight of ~~the Board~~Risk			1827
~~Voting Standards for the Election of Directors~~Succession Planning and Leadership Development			1928
~~Director Independence~~Board and Committee Evaluations			1929
~~Executive Sessions~~Annual Evaluation of CEO			2129
~~Stockholder Communication with the Board~~			21
~~Code of Ethics~~		21
~~Confidentiality~~		21
Director Orientation and Continuing Education		2129
~~Access to Outside Advisors~~Service on Other Public Company Boards			2230
~~Committees of the Board of Directors~~			22
~~Non-Employee Director Compensation~~		24
Compensation Committee Interlocks and Insider Participation	30
Shareholder Protections		30
Shareholder Communication With the Board		30
Certain Relationships and Related Party Transactions		31
Engagement Program		31
Sustainability		32
Public Policy Engagement		32

27SECURITY OWNERSHIP INFORMATION		33
~~Director Stock Ownership and Holding Requirement~~s			27
Security Ownership of Directors, Named Executive Officers, and Certain ~~Others~~Other Beneficial Owners			2833
Stockholders Agreement			3034
~~Certain Relationships and Related Party Transactions~~			30
Section 16(a) Beneficial Ownership Reporting Compliance	34

32EXECUTIVE COMPENSATION		35
~~Executive Compensation~~			33
~~Compensation Discussion and Analysis Executive Summary~~			33
Compensation Discussion and Analysis		3635
Compensation ~~Risk Assessment and Management Process~~Overview			4336
~~2012 Summary~~2015 Compensation ~~Table~~Elements			4541
Performance Measures for 2015		42
2015 Performance Results and Compensation Decisions		46
Compensation Policies and Governance Practices		52
Compensation Committee Report		53
Executive Compensation Tables		54
Equity Compensation Plan Information		62
		53
~~Audit Committee Report~~ITEM NO. 2 — Approve, on an Advisory Basis, Named Executive Officer Compensation		63
		58
~~Fees Paid to Independent Registered Public Accounting Firm~~			59
~~Item No. 2~~ITEM NO. 3 —Ratification of the Selection of Deloitte & Touche LLP as the Company’s Independent Registered Public Accounting Firm for ~~2013~~2016	64
		60
Audit Committee Report		65
Fees Paid to Independent Registered Public Accounting Firm		66

~~Item No. 3~~ITEM NO. 4 — ~~Advisory Vote to Approve Executive Compensation~~ Shareholder Proposal Regarding Implementation of Holy Land Principles for Employment in Palestine-Israel		67
		60
~~Item No. 4~~ ~~— Stockholder Proposal Regarding Independent Board Chairman~~Questions and Answers		69

61Proxy Materials and Voting Information		69
~~Item No. 5~~~~— Stockholder Proposal Regarding Executive Stock Retention~~Annual Meeting Information		72
Shareholder Proposals and Company Information		74


~~Time and Date:~~Governance Highlights	~~9:30 a.m. Eastern Time, Thursday, June 6, 2013~~

~~Place:~~At least two-thirds of Board independent	~~General Motors Company~~	Regular executive session of non-management directors
	~~General Motors Global Headquarters~~
	~~300 Renaissance Center~~
	~~Detroit, Michigan 48243~~

~~Agenda Items:~~	~~1. Election~~Annual election of ~~directors;~~

	~~2. Ratification of the selection of the independent registered public accounting firm for 2013;~~

	~~3. Advisory vote to approve executive compensation;~~

	~~4. Stockholder proposal regarding independent board chairman;~~

	~~5. Stockholder proposal regarding executive stock retention; and~~

	~~6. Transacting any other business that is properly brought before the meeting, or any adjournment.~~

~~Board of Directors~~ ~~Recommendations:~~	~~The Board of Directors recommends a vote~~~~“FOR”~~ ~~Items 1, 2, and 3 and~~~~“AGAINST”~~ ~~Items 4 and 5.~~

~~Record Date:~~	~~You are entitled to vote at the meeting if you were a holder of record of GM Common Stock, $0.01 par value (“Common Stock”), at the close of business on April 8, 2013.~~

~~Proxy Voting:~~	~~Your vote is very important. Whether or not you plan to attend the annual meeting, please submit your vote as soon as possible so that your shares will be represented and voted at the meeting.~~ You may submit your vote by Internet or telephone or by completing and mailing the enclosed proxy card or voting instruction form. Please note that voting in advance by any of these methods will not affect your right to attend the meeting and vote in person. For specific instructions on how to vote your shares, please see~~“How do I vote without attending the annual meeting?”on page 3.~~

~~Admission:~~	If you plan to attend the annual meeting, you must request an admission ticket in advance by following the instructions on page 5 of this proxy statement, and we must receive your request no later than Wednesday, May 29, 2013. Each stockholder may bring one guest to the meeting, and you must also request an admission ticket for your guest. Stockholders and their accompanying guest must each present government-issued photo identification and an admission ticket to enter the meeting.

xPayment of Filing Fee (Check the appropriate box):
	No fee required.

•	Ratify the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016;

•	Vote on a Rule 14a-8 shareholder proposal; and

•	Transact any other business that is properly brought before the meeting.

		Board
Proposals:		Recommendation	Page
1.	Election of directors	FOR ALL	9
2.	Approve, on an advisory basis, NEO compensation	FOR	63
3.	Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for 2016	FOR	64
4.	Shareholder proposal regarding Implementation of Holy Land Principles for Employment in Palestine-Israel	AGAINST	67


~~Item~~		~~Description~~		~~Board Voting~~ ~~Recommendation~~
1		~~Election of~~all directors		~~FOR~~	Orientation program for new directors and continuing education for all directors
2	Majority voting with director resignation policy		~~Ratification~~	Robust stock ownership for executive officers and non-employee directors
	Annual evaluation of ~~the selection of the independent registered public accounting firm for 2013~~CEO by Board		~~FOR~~	Risk oversight by full Board and Committees
3	Annual Board and Committee self-evaluations and extensive individual Board member evaluations every five years			Shareholder right to call special meetings
	Audit, Governance and Corporate Responsibility, and Executive Compensation Committees composed entirely of independent directors			Board and Committees may hire outside advisors independently of management
	“Overboarding” limits			Proxy access
	Diverse Board in terms of gender, ethnicity, and specific skills and qualifications			Strong Independent Lead Director with clearly delineated duties
	Director-Shareholder Engagement Policy			Advisory vote ~~to approve~~on executive compensation (“Say-on-Pay”) over 97% each year since implemented
		~~FOR~~		Over 70% of CEO target compensation is performance based and 90% is pay-at-risk
4		~~Stockholder proposal regarding independent board chairman~~		~~AGAINST~~
5		~~Stockholder proposal regarding executive stock retention~~		~~AGAINST~~

	• 2016PROXY STATEMENT		~~If you received a paper copy of proxy materials:~~To vote by Internet or telephone, you should follow the instructions provided on the proxy card or voting instruction form enclosed with the proxy materials. To vote by mail, mark, sign, and date the proxy card or voting instruction form included with the materials and return it in the enclosed envelope in time to be received before the date of the annual meeting. If you receive more than one proxy card or voting instruction form (which means you have shares in more than one account), you must mark, sign, and date each proxy card or voting instruction form you received. If you vote by Internet or telephone, you do not need to mail your proxy card or voting instruction form.	6

		Director		Committee	Skills and
Name	Age⁽¹⁾	Since	Independent	Membership⁽²⁾	Qualifications
Mary T. Barra Chairman & Chief Executive Officer, General Motors Company	54	2014		EC (Chair)
Theodore M. Solso Independent Lead Director, General Motors Company, and Retired Chairman and Chief Executive Officer, Cummins, Inc.	69	2012		EC
Joseph J. Ashton Retired Vice President, United Auto Workers	67	2014		FC, RC
Linda R. Gooden Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation	63	2015		AC, RC
Joseph Jimenez Chief Executive Officer, Novartis AG	56	2015		ECC, GCRC
Kathryn V. Marinello Senior Advisor, Ares Management LLC	59	2009		AC, GCRC, FC
Jane L. Mendillo Retired President and Chief Executive Officer, Harvard Management Company	57	—		—
Admiral Michael G. Mullen Former Chairman, Joint Chiefs of Staff	69	2013		AC, EC, RC (Chair)
James J. Mulva Retired Chairman and Chief Executive Officer, ConocoPhillips	69	2012		EC, ECC, FC (Chair), RC
Patricia F. Russo Chairman, Hewlett Packard Enterprise Company	63	2009		EC, ECC, FC, GCRC (Chair)
Thomas M. Schoewe Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc.	63	2011		AC (Chair), EC, FC, RC
Carol M. Stephenson Retired Dean, Ivey Business School, The University of Western Ontario	65	2009		EC, ECC (Chair), GCRC



Senior	Industry	Technology	Risk	Global	Finance	Government	Marketing	Diversity
Leadership			Management


(1)	Age as of April 22, 2016.
(2)	Board Committees:
	AC - Audit Committee	ECC - Executive Compensation Committee	GCRC - Governance and Corporate Responsibility Committee
	EC - Executive Committee	FC - Finance Committee	RC - Risk Committee

	• 2016PROXY STATEMENT		~~If you received a mailed Notice of Internet Availability of Proxy Materials:~~ You may access and review the proxy statement and Annual Report on the Internet and submit your vote by Internet or telephone by following the instructions provided in the Notice or on the website indicated in the Notice. If you prefer to vote by mail, you must request a paper copy of the proxy materials and follow the instructions on the proxy card or voting instruction form enclosed with the proxy materials.	7


~~Item~~	~~Description~~	~~Vote Required for Approval~~	~~Effect of~~ ~~Abstentions and~~ ~~Broker Non-Votes~~
1	~~Election of directors~~	~~The affirmative vote of a majority of votes cast in anuncontested election; Plurality of votes cast in acontested election. This year’s election will be considered uncontested so that majority voting will apply. See “~~~~Item No. 1 – Nomination and Election of Directors”~~~~on page 8.~~	~~Not considered as votes cast and have no effect on the outcome of the vote.~~
2	~~Ratification of the selection of the independent registered public accounting firm for 2013~~	~~The affirmative vote of a majority of shares present in person or by proxy and entitled to vote.~~	~~Abstentions have the same effect as a vote against. NYSE rules permit brokers to vote uninstructed shares at their discretion on this proposal, so broker non-votes are not expected.~~
3 4 5	~~Advisory vote to approve executive compensation~~ ~~Stockholder proposal regarding independent board chairman~~ ~~Stockholder proposal regarding executive stock retention~~	~~The affirmative vote of a majority of shares present in person or by proxy and entitled to vote.~~	~~Abstentions have the same effect as a vote against. Broker non-votes have no effect on the outcome of the vote.~~

	Significant leadership experience over an extended period, especially as CEO; extraordinary leadership qualities; and the ability to identify and develop those qualities in others.
	Leadership experience in the automotive and related industries.
	Understanding of technology and innovation.
	Relevant risk management experience and oversight.
	Global business and cultural experience.
	Expertise in complex financial and accounting matters.
	Knowledge of global government relations, public policy, and regulatory matters.
	Marketing experience, including digital marketing, brand and product awareness; social media experience.
	Diversity of perspective, professional experience, age, and background, such as gender, race, ethnicity, and country of origin.


~~Names and (Ages)~~Mary T. Barra,		~~Positions and Offices~~
~~Daniel F. Akerson (64)~~		Chairman ~~and~~& Chief Executive Officer, General Motors Company

Age:54
~~David Bonderman (70)~~		~~Co-Founding Partner and Managing General Partner, TPG~~Director Since:2014
~~Erroll B. Davis, Jr. (68)~~		~~Superintendent, Atlanta Public Schools~~Committees:Executive (Chair)
~~Stephen J. Girsky (50)~~ Current Public Company Directorships:General Dynamics Corporation		~~Vice Chairman, Corporate Strategy, Business~~

Theodore M. Solso,Independent Lead Director, General Motors Company
~~E. Neville Isdell (69)~~	~~Retired Chairman~~ and ~~Chief Executive Officer, The Coca-Cola Company~~
~~Robert D. Krebs (70)~~	Retired ~~Chairman and Chief Executive Officer, Burlington Northern Santa Fe Corporation~~
~~Kathryn V. Marinello (56)~~	~~Chairman and Chief Executive Officer, Stream Global Services, Inc.~~
~~Admiral Michael G. Mullen,~~ ~~USN (ret.) (66)~~	~~Former Chairman, Joint Chiefs of Staff~~
~~James J. Mulva (66)~~	~~Retired Chairman and Chief Executive Officer, ConocoPhillips~~
~~Patricia F. Russo (60)~~	~~Former Chief Executive Officer, Alcatel-Lucent~~
~~Thomas M. Schoewe (60)~~	~~Former Executive Vice President and Chief Financial Officer, Wal-Mart~~ ~~Stores, Inc.~~
~~Theodore M. Solso (66)~~	~~Former~~ Chairman and Chief Executive Officer, Cummins, Inc.
~~Carol M. Stephenson (62)~~		~~Dean, Richard Ivey School of Business, The University of Western Ontario~~Age:69
~~Cynthia A. Telles (60)~~		Director ~~UCLA Neuropsychiatric Institute Spanish-Speaking Psychosocial Clinic~~Since:2012
Committees:Executive
Current Public Company Directorships:Ball Corporation (Lead Director)
Prior Public Company Directorships:Ashland Inc. (1999 to 2012), where he was Lead Director from 2003 to 2010

Joseph J. Ashton,Retired Vice President, United Auto Workers
Age:67
Director Since:2014
Committees:Finance, Risk
Current Public Company Directorships:None

Age:63
Director Since:2015
Committees:Audit, Risk
Current Public Company Directorships:Automatic Data Processing, Inc., The Home Depot, Inc., WGL Holdings,Inc. (“WGL”), and Washington Gas Light Company, a subsidiary of WGL

Joseph Jimenez,Chief Executive Officer, Novartis AG
Age:56
Director Since:2015
Committees:Executive Compensation, Governance and Corporate Responsibility
Current Public Company Directorships:None
Prior Public Company Directorships:Colgate-Palmolive Company (2010 to 2015)

Kathryn V. Marinello,Senior Advisor, Ares Management LLC
Age:59
Director Since:2009
Committees:Audit, Governance and Corporate Responsibility, Finance
Current Public Company Directorships:AB Volvo and Nielsen Holdings N.V.

Jane L. Mendillo,Retired President and Chief Executive Officer, Harvard Management Company
Age:57
New Director Nominee
Current Public Company Directorships:Lazard Ltd

Admiral Michael G. Mullen,Former Chairman, Joint Chiefs of Staff
Age:69
Director Since:2013
Committees:Audit, Executive, Risk (Chair)
Current Public Company Directorships:Sprint Corporation

James J. Mulva,Retired Chairman and Chief Executive Officer, ConocoPhillips
Age:69
Director Since:2012
Committees:Executive, Executive Compensation, Finance (Chair), Risk
Current Public Company Directorships:General Electric Company
Prior Public Company Directorships:Statoil ASA (2013 to 2015)

Thomas M. Schoewe,Retired Executive Vice President and Chief Financial Officer, Wal-Mart Stores, Inc.
Age:63
Director Since:2011
Committees:Audit (Chair), Executive, Finance, Risk
Current Public Company Directorships:KKR Management LLC and Northrop Grumman Corporation
Prior Public Company Directorships:PulteGroup, Inc. (2009 to 2012)

Age:65
Director Since:2009
Committees:Executive, Executive Compensation (Chair), Governance and Corporate Responsibility
Current Public Company Directorships:Ballard Power Systems, Inc., Intact Financial Corporation (formerly ING Canada), and Manitoba Telecom Services

•	Attract and retain highly qualified directors by offering a compensation program consistent with those at companies having similar size, scope, and complexity;

•	Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to own our common stock (or common stock equivalents); and

•	Provide compensation that is simple and transparent to shareholders.

Director	Fees Earned or Paid in Cash⁽¹⁾ ($)	Stock Awards⁽²⁾ ($)	All Other Compensation⁽³⁾ ($)	Total ($)
Joseph J. Ashton	62,500	185,831	9,868	258,199
Erroll B. Davis, Jr.⁽⁴⁾	70,000	58,871	10,843	139,714
Stephen J. Girsky	125,000	123,898	9,868	258,766
Linda R. Gooden⁽⁵⁾	114,583	113,525	8,223	236,331
E. Neville Isdell⁽⁶⁾	72,500	58,871	8,143	139,514
Joseph Jimenez⁽⁷⁾	–	150,460	4,934	155,394
Kathryn V. Marinello	–	247,763	9,868	257,631
Michael G. Mullen	140,000	123,898	9,868	273,766
James J. Mulva	–	262,625	9,868	272,493
Patricia F. Russo	140,000	123,898	9,868	273,766
Thomas M. Schoewe	155,000	123,898	9,868	288,766
Theodore M. Solso	–	545,044	9,868	554,912
Carol M. Stephenson	74,167	185,831	9,868	269,866

(1)	Reflects cash compensation received in 2015 for Board and Committee service.

(2)	Reflects aggregate grant date fair value of DSUs granted in 2015, including amounts that Ms. Marinello ($125,000) and Ms. Stephenson ($62,500) and Messrs. Ashton ($62,500), Jimenez ($72,917), Mulva ($140,000), and Solso ($425,000) elected to defer into DSUs in lieu of all or a part of their cash compensation. Grant date fair value is calculated by multiplying the number of DSUs granted by the closing price of GM common stock on the grant date (December 31, 2015), which was $34.01. The holders of DSUs also receive dividend equivalents which are reinvested in additional DSUs based on the market price of the common stock on the date the dividends are paid.

Director	Aggregate Earnings on Deferred Compensation (a)		Company Vehicles (b)		Other (c)		Total		Director	Aggregate Earnings on Deferred Compensation (a)		Company Vehicles (b)		Other (c)		Total
Mr. Ashton		–	$	9,628	$	240	$	9,868	Mr. Mullen		–	$	9,628	$	240	$	9,868
Mr. Davis	$	1,095	$	9,628	$	120	$	10,843	Mr. Mulva		–	$	9,628	$	240	$	9,868
Mr. Girsky		–	$	9,628	$	240	$	9,868	Ms. Russo		–	$	9,628	$	240	$	9,868
Ms. Gooden		–	$	8,023	$	200	$	8,223	Mr. Schoewe		–	$	9,628	$	240	$	9,868
Mr. Isdell		–	$	8,023	$	120	$	8,143	Mr. Solso		–	$	9,628	$	240	$	9,868
Mr. Jimenez		–	$	4,814	$	120	$	4,934	Ms. Stephenson		–	$	9,628	$	240	$	9,868
Ms. Marinello		–	$	9,628	$	240	$	9,868

(a)	We assumed the General Motors Corporation Compensation Plan for Non-Employee Directors, and it remains in place with respect to past deferrals of compensation to former directors of General Motors Corporation who are or were members of our Board. The amount reported for Mr. Davis reflects interest on fees deferred in cash-based alternatives. General Motors Corporation did not credit interest at above-market rates. In general, General Motors Corporation did not pay deferred amounts until January following the director’s retirement or separation from its board of directors. General Motors Corporation then paid those amounts, either in lump sum or in annual installments for up to ten years based on the director’s deferral election.

(b)	Includes incremental costs for Company vehicles, which are calculated based on the average monthly cost of providing vehicles to all directors, including lost sales opportunity and incentive costs, if any; insurance claims, if any; licensing and registration fees; and use taxes. Taxes related to imputed income are the responsibility of the director.

(c)	Reflects cost of premiums for providing personal accident insurance (annual premium cost of $240 is prorated, as applicable, for period of service).

(4)	Mr. Davis resigned from the Board effective June 9, 2015.

(5)	Ms. Gooden joined the Board on February 5, 2015.

(6)	Mr. Isdell retired from the Board effective June 9, 2015.

(7)	Mr. Jimenez joined the Board on June 9, 2015.

		COMBINED CHAIRMAN AND CEO ROLE


At a time of fast-paced and unprecedented change, the Board combined the roles of Chairman and CEO and appointed a strong Independent Lead Director. Under Mary Barra and her executive leadership team, the Company has:

	► Consistently met business targets
	► Set a clear vision for the future – to lead in the future of mobility
	► Put a strong leadership team in place – from both inside and outside the Company



Key Board responsibilities best led by a combined Chairman and CEO and a strong Independent Lead Director:			New governance structure maintains a strong and independent Board with an Independent Lead Director:

►	Strategic Oversight – strategic plan announced in late 2015 and widely endorsed		►	Mr. Solso, former Chairman, serving as Independent Lead Director
►	Compliance – instilled culture of safety and putting the customer at the center of everything we do		►	Extremely active and engaged independent Board
►	Governance – Board open to feedback and input from investors (proxy access and Director-Shareholder Engagement Policy established)		►	Only one GM employee on the Board
►	CEO succession planning – led by Independent Lead Director, Mr. Solso