PROXY STATEMENT SUMMARY

2017 Performance Snapshot

A Year of Transformation

Sweeping change accompanied record performance at General Motors in 2017. To continue focusing resources on its most profitable franchises, GM sold its Opel/Vauxhall and GM Financial European operations, and exited South and East Africa, and India. To advance its vision of a zero emissions world, GM laid out plans to introduce at least 20 newall-electric vehicles that will launch by 2023. The Company also recently filed a Safety Petition asking the U.S. Department of Transportation to allow GM to safely deploy its fourth-generation self-driving Cruise AV on public roads. This vehicle eliminates the steering wheel, pedals, and other unnecessary manual controls. GM expects to deploy self-driving vehicles at scale in a dense urban environment in 2019.

GAAP NET REVENUE $145.6B INCOME $0.3B AUTO OPERATING CASH FLOW $13.9B EPS-DILUTED $0.22 Non-GAAP EBIT-adj. MARGIN 8.8% EBIT-adj. $12.8B Adj. AUTO FCF $5.2B EPS-DILUTED adj. $6.62 Note: EBIT-adjusted, EBIT-adjusted margin, adjusted automotive free cash flow andEPS-diluted-adjusted arenon-GAAP financial measures. Appendix A includes a reconciliation of thesenon-GAAP financial measures to their most directly comparable measures reported under accounting principles generally accepted in the United States.

PROXY STATEMENT SUMMARY

Executive Compensation Highlights

We provide highlights of our compensation program below. Please review our Compensation Discussion and Analysis and compensation-related tables beginning on page 35 of this Proxy Statement for a complete understanding of our compensation program.

PROXY STATEMENT SUMMARY

Environmental and Sustainability Performance

Our vision for the future can be summed up with three numbers:zero crashes,zero emissions, andzero congestion.

CUSTOMER-DRIVEN SUSTAINABILITY Putting the customer at the center of everything we do extends both to how we build our products and to how we serve and improve our communities. When it comes to sustainability, we pursue a future that creates value for all of our stakeholders.

ITEM NO. 1 – ELECTION OF DIRECTORS

Overview of Your Board

SUMMARY At the 2018 Annual Meeting, 11 directors will be elected. The Governance Committee evaluated the nominees in accordance with the Committee’s charter and our Corporate Governance Guidelines and submitted the nominees to the full Board for approval. On April 17, 2018, the Board elected Mr. Wenig as a member of the Board. All of the other nominees are current GM Board members who were elected by shareholders at the 2017 Annual Meeting.

ITEM NO. 1 – ELECTION OF DIRECTORS

WE HAVE THE RIGHT BOARD AT THE RIGHT TIME FOR GM GM’s long-term strategy is to strengthen its core business by deploying capital to higher-return opportunities and developing new technologies that will unlock our vision of zero crashes, zero emissions, and zero congestion while also driving cost efficiencies. Your Board believes that it is composed of individuals who collectively possess the right mix of skills, qualifications, and experiences to promote shareholder interests and value and oversee management as it executes its strategic plan, capitalizes on key opportunities, and addresses critical risks. Transforming Our Core Business: GM remains focused on strengthening our core business by delivering winning vehicles, building profitable adjacent businesses, making tough, strategic decisions, and targeting 10% core margins. Your Board has directors with established track records of driving strong performance as CEOs of large public companies. Overseeing a Complex, Global Manufacturing Company: As a large, complex manufacturing company with operations around the globe, GM faces a variety of critical challenges – from managing our global supply chain, addressing international trade issues, and controlling raw material costs to maintaining strong relationships with our international workforce. To help management tackle these challenges, your Board has directors with extensive experience leading large, global organizations as CEOs and in other key leadership positions. Performance Throughout the Business Cycle: GM operates in a cyclical industry. It is crucial that GM maintain a strong balance sheet and consistently deploy its capital to the highest-return opportunities. Your Board has directors with deep finance and capital markets expertise to oversee management’s capital allocation strategy and effectively balance long-term investment with return of value to shareholders in the near term. Navigating a Heavily Regulated Industry: As an automotive manufacturing company, GM must navigate a complicated regulatory landscape – with overlapping, and sometimes conflicting, federal, state, and international emissions, environmental, and safety regulations. In addition, as a leader in autonomous vehicle (“AV”) development, GM is working with regulators to develop new rules for AVs, a technology that did not exist just a few years ago. Your Board has directors with experience leading automotive companies and companies in other highly regulated industries – such as the pharmaceutical and energy industries – as well as directors with public policy expertise, including a former high-ranking government official. Fostering Deep Customer Relationships: In addition to being a global manufacturing company, GM is – at its core – a consumer products company. One of our key priorities is to put the customer at the center of everything we do. To support this priority, your Board has directors with marketing expertise and experience leading consumer products companies to help management grow our brands and drive customer loyalty. Leading in the Future of Personal Mobility: With our vision of zero crashes, zero emissions, and zero congestion, GM is transforming the future of personal mobility through investments in electrification, AV, and car and ridesharing. Your Board has directors with extensive technology expertise gained from senior leadership roles at large technology companies. Your Board is a strategic asset for GM and is driving effective oversight and execution of GM’s strategic plan and holding management accountable.

ITEM NO. 1 – ELECTION OF DIRECTORS

Your Board nominees offer a diverse range of skills and experience in relevant areas.

SKILL/ SKILL/ QUALIFICATION BARRA SOLSO GOODEN JIMENEZ MENDILLO MULLEN MULVA RUSSO SCHOEWE STEPHENSON WENIG ● ● ● ● ● ● ● ● ● ● ● ● ● QUALIFICATION M. BARRA T. SOLSO W. BUSH L. GOODEN J. JIMENEZ J. MENDILLO J. MISCIK P. RUSSO T. SCHOEWE C. STEPHENSON D. WENIG ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓                             ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓ ✓

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3   BOARD OF DIRECTORS   Director Biographies Set forth below is a short biography of each director nominee.   Mary T. Barra, Age 58 Theodore M. Solso, Age 73   ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ● ●

Chairman & Chief Executive Officer, General Motors Company

Independent Lead Director, General Motors Company, and Retired Chairman & Chief Executive Officer, Cummins, Inc.

Board Membership Criteria, Refreshment, and Succession PlanningCommittees: Executive (Chair) Current Public Company Directorships:The selection of qualified directors is fundamentalWalt Disney Company Prior Public Company Directorships: General Dynamics Corporation (2011 to the Board’s successful oversight2017) Prior Experience:Ms. Barra has served as Chairman of GM’s strategyBoard of Directors since January 2016 and enterprise risks. As a result, ensuring your Board is composedCEO of directors who bring diverse viewpointsGM since January 2014. Prior to that time, she served as Executive Vice President, Global Product Development, Purchasing and perspectives, exhibit a varietySupply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career at GM in 1980. Reasons for Nomination: Ms. Barra has in-depth knowledge of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders is critical to your BoardCompany and the Governance Committee. The priorities for recruiting new directors are continually evolving based on the Company’sglobal automotive industry; extensive senior leadership, strategic needsplanning, operational and the skills composition of your Board at any particular time. These dynamic priorities ensure the Board remainsbusiness experience; and a strategic asset capable of addressing the risks, trends,strong engineering background with experience in global product development.

Committees:Executive, Governance Current Public Company Directorships: Ad-Astra Rocket Company Prior Public Company Directorships:Ashland Inc. (1999 to 2012) (Lead Director 2003 to 2010) and opportunities that GM will face in the future. In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria shown above in the skills and qualifications matrix for your current directors and any additional characteristics that it believes one or more directors should possess based on an assessmentBall Corporation (2003 to 2019) (Lead Director 2013 to 2019) Prior Experience: Mr. Solso served as Non-Executive Chairman of the needsGM Board of the Board at that time. In every case, director candidates must be ableDirectors from 2014 to contribute significantly2016. He was Chairman and CEO of Cummins, Inc., from 2000 until his retirement in 2011, and President and Chief Operating Officer of Cummins from 1995 to your Board’s discussion and decision-making on the broad array of complex issues facing GM. The Governance Committee also engages a reputable, qualified search firm that uses our skills matrix to inform the search and help identify and evaluate potential candidates.2000.   u Reasons for Nomination: Board Diversity Mr. Solso has extensive experience in automotive manufacturing and engineering, emissions reduction technology, and compliance with emissions laws and regulations. He also has extensive senior leadership experience in finance, accounting, corporate governance, and vehicle and workplace safety. The Governance Committee considers individuals with a broad range of business experience and varied backgrounds. Although GM does not have a formal policy governing diversity among directors, your Board strives to identify candidates with diverse backgrounds. We recognize the value of overall diversity and consider members’ and candidates’ opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. We believe that the judgment and perspectives offered by a diverse board of directors improves the quality of decision making and enhances the Company’s business performance. We also believe such diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders.   9 4 ITEM NO. 1 – ELECTION BOARD OF DIRECTORS            u Candidate Recommendations Wesley G. Bush, Age 59 Linda R. Gooden, Age 67 Retired Chairman and Chief Executive Officer, Northrop Grumman Corporation Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation Committees:Audit, Executive Compensation, Finance Current Public Company Directorships: Dow Inc. and Cisco Systems Inc. Prior Public Company Directorships:Norfolk Southern Corporation and Northrop Grumman Corporation Prior Experience:Mr. Bush served as Chairman of the Board of Directors of Northrop Grumman Corporation (“Northrop Grumman”) from 2011 to 2019. He also served as the CEO of Northrop Grumman from 2010 to 2018. Prior to that, Mr. Bush served in numerous leadership roles at Northrop Grumman, including President and Chief Operating Officer, Chief Financial Officer, and President of the company’s Space Technology sector. He also served in a variety of leadership positions at TRW, Inc., before it was acquired by Northrop Grumman in 2002. Reasons for Nomination:Mr. Bush has valuable experience in a manufacturing enterprise known for its advanced engineering and technology; strong financial acumen; and knowledge of key governance issues, including risk management. Committees:Audit, Executive, Risk and Cybersecurity (Chair) Current Public Company Directorships:The Governance Committee will consider persons recommended by shareholdersHome Depot, Inc. Prior Public Company Directorships:WGL Holdings, Inc., and Washington Gas & Light Company, a subsidiary of WGL Holdings, Inc. Prior Experience:Ms. Gooden served as Executive Vice President, Information Systems and Global Solutions of Lockheed Martin Corporation (“Lockheed Martin”) from 2007 to 2013. She served as Deputy Executive Vice President, Information and Technology Services of Lockheed Martin from October to December 2006; and President, Information Technology of Lockheed Martin from 1997 to December 2006. Reasons for electionNomination: Ms. Gooden has extensive expertise in cybersecurity and information technology, operational and strategic planning, and government relations, as well as valuable insight into GM’s cybersecurity framework related to the Board. The Governance Committee will review the qualificationsmobility and experience of each recommended candidate using the same criteria for candidates proposed by Board members and communicate its decision to the candidate or the person who made the recommendation.autonomous vehicles. 5 BOARD OF DIRECTORS     Joseph Jimenez, Age 60 Jane L. Mendillo, Age 61 Retired Chief Executive Officer, Novartis AG Retired President & Chief Executive Officer, Harvard Management Company Committees:Executive, Executive Compensation, Finance (Chair), Risk and Cybersecurity   u Current Public Company Directorships: Director Recruitment Process The Procter & Gamble Co. Prior Public Company Directorships: Colgate-Palmolive Company (2010 to 2015) Prior Experience: Mr. Jimenez served as CEO of Novartis AG (“Novartis”) from 2010 until his retirement in 2018. He led Novartis’ Pharmaceuticals Division from October 2007 to 2010 and its Consumer Health Division in 2007. From 2006 to 2007, Mr. Jimenez served as Advisor to the Blackstone Group L.P. He was Executive Vice President, President and CEO of Heinz Europe from 2002 to 2006, and President and CEO of H.J. Heinz Company North America from 1999 to 2002. Reasons for Nomination: Mr. Jimenez has extensive senior leadership experience in the consumer products industry, international operations, strategic planning, and finance. Committees: Audit, Finance, Governance Current Public Company Directorships: Lazard Ltd. Prior Public Company Directorships: None Prior Experience: Ms. Mendillo was President and CEO of the Harvard Management Company (“HMC”) from 2008 to 2014. From 2002 to 2008, she was Chief Investment Officer of Wellesley College. Before that, she spent 15 years at HMC in investment management positions. She previously chaired the Partners Healthcare System’s investment committee, served as a member of Yale University’s and the Rockefeller Foundation’s investment committees and as a director and investment committee member of the Mellon Foundation and the Boston Foundation. Reasons for Nomination: Ms. Mendillo has experience in risk and crisis management, as well as valuable insight into GM’s capital allocation framework, financial policies, and business strategies.   6 BOARD OF DIRECTORS     Judith A. Miscik, Age 61 Patricia F. Russo, Age 67 Chief Executive Officer & Vice Chairman, Kissinger Associates, Inc. Chairman, Hewlett Packard Enterprise Company Your Board’s NomineesCommittees:Audit, Risk and Cybersecurity Current Public Company Directorships: Morgan Stanley Prior Public Company Directorships: EMC Corporation (2012 to 2016) and Pivotal Software, Inc. (2014 to 2016) Prior Experience:In 2017, Ms. Miscik was appointed as CEO and Vice Chairman of Kissinger Associates, Inc. (“Kissinger Associates”). Prior to that time, she served as Co-Chief Executive Officer and Vice Chairman of Kissinger Associates from 2015 to 2017 and as President and Vice Chairman of Kissinger Associates from 2009 to 2015. Prior to joining Kissinger Associates, Ms. Miscik was the Global Head of Sovereign Risk at Lehman Brothers from 2005 to 2008; and from 2002 to 2005, Deputy Director for DirectorIntelligence at the U.S. Central Intelligence Agency from 1983 to 2005, which she jointed in 1983. Set forth below Reasons for Nomination: Ms. Miscik has a unique and extensive background in intelligence, security, and risk analysis, bringing valuable experience in assessing and mitigating geopolitical and macroeconomic risks in both the public and private sectors. Committees: Executive, Executive Compensation, Finance, Governance Current Public Company Directorships: Hewlett Packard Enterprise Company (Chairman), KKR Management LLC, and Merck & Co. Inc. Prior Public Company Directorships: Hewlett-Packard Company (2011 to 2015) (Lead Director 2014 to 2015) and Alcoa, Inc. (2016) Prior Experience: Ms. Russo served as Lead Director of the Hewlett-Packard Company Board of Directors from 2014 to 2015. She was Independent Lead Director of the GM Board of Directors from March 2010 to January 2014. She also served as CEO of Alcatel-Lucent S.A. from 2006 to 2008; Chairman and CEO of Lucent Technologies, Inc., (“Lucent”) from 2003 to 2006; and President and CEO of Lucent from 2002 to 2006. Reasons for Nomination:Ms. Russo has extensive senior leadership experience in corporate strategy, finance, sales and marketing, technology, and leadership development, as well as experience managing business-critical technology disruptions. 7 BOARD OF DIRECTORS Thomas M. Schoewe, Age 67 Carol M. Stephenson, O.C., Age 69 Retired Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc. Retired Dean, Ivey Business School, University of Western Ontario Committees:Audit (Chair), Executive, Finance, Risk and Cybersecurity Current Public Company Directorships:KKR Management LLC and Northrop Grumman Corporation Prior Public Company Directorship: PulteGroup, Inc. (2009 to 2012) Prior Experience:Mr. Schoewe served as Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. (“Wal-Mart”) from 2000 to 2011. Prior to joining Wal-Mart, he was Senior Vice President and Chief Financial Officer of Black & Decker Corporation (“Black & Decker”) from 1996 to 1999. Prior to that, he served in numerous leadership roles at Black & Decker, including Vice President and Chief Financial Officer, Vice President of Finance, and Vice President of Business Planning and Analysis. Reasons for Nomination:Mr. Schoewe has senior leadership experience in financial reporting, accounting and controls, business planning and analysis, and risk management. He also has valuable insight into GM’s technology systems and processes and cybersecurity framework. Committees: Executive, Executive Compensation (Chair), Governance and Corporate Responsibility Current Public Company Directorships: Intact Financial Corporation (formerly ING Canada) and Maple Leaf Foods Inc. Prior Public Company Directorships:Ballard Power Systems, Inc. (2012 to 2017) and Manitoba Telecom Services (2008 to 2016) Prior Experience: Ms. Stephenson served as Dean of the Ivey Business School at the University of Western Ontario from 2003 until her retirement in 2013. Prior to joining the Ivey Business School, she was President and CEO of Lucent Technologies Canada from 1999 to 2003 and a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009. Ms. Stephenson is other information about our director nominees, including their namean officer of the Order of Canada. Reasons for Nomination: Ms. Stephenson has expertise in marketing, operations, strategic planning, technology development, financial management, and age, recent employment or principal occupation, their periodexecutive compensation. She also has extensive expertise in North American trade issues. 8 BOARD OF DIRECTORS Devin N. Wenig, Age 53 Retired President & Chief Executive Officer, eBay Inc. Committees: Risk and Cybersecurity Current Public Company Directorships: None Prior Public Company Directorships: eBay Inc. (2015 to 2019) Prior Experience: Mr. Wenig served as President and CEO of serviceeBay Inc. (“eBay”), as well as a GM director, the namesmember of other public companies for which they currently serve as a director or haveits Board of Directors, from July 2015 to August 2019. Prior to that time, he served as a directorPresident of eBay’s Marketplaces business from 2011 to July 2015. Prior to joining eBay, Mr. Wenig was CEO of Thomson Reuters Corporation’s largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc (“Reuters”) from 2006 to 2008; and President of Reuters Business divisions from 2003 to 2006. Reasons for Nomination:Mr. Wenig has extensive senior leadership experience in technology, global operations, and strategic planning. His experience leading technology companies provides key insights into GM’s cybersecurity framework and strategy related to the past,future of mobility, autonomous vehicles, vehicle connectivity, and a summarydata monetization. 9 NON-EMPLOYEE DIRECTOR COMPENSATION Our non-employee directors receive cash compensation as well as equity compensation in the form of GM DSUs for their Board service. Compensation for our non-employee directors is set by the Board at the recommendation of the Governance Committee. Guiding Principles • Fairly compensate directors for their specific experiences, qualifications, attributes,responsibilities and skills. We believe each of your Board’s nominees istime commitments. • Attract and retain highly qualified directors by offering a compensation program consistent with unique experiences that are particularly beneficial to GM. Collectively, we believe these director nominees representthose at companies of similar size, scope, and complexity. • Align the best mixinterests of expertise, qualifications, and skills to advance GM’s business strategy and serve the interest of all ofdirectors with our shareholders by driving long-term shareholder value.providing a significant portion of compensation in equity and requiring directors to continue to own our common stock (or common stock equivalents) until retirement. • Provide compensation that is simple and transparent to shareholders. u Annual Review Process The Governance Committee annually assesses the form and amount of non-employee director compensation and recommends changes, if appropriate, to the Board. As part of its annual review, the Committee conducts extensive benchmarking by reviewing director compensation data for the executive compensation peer group described in “Executive Compensation—Compensation Overview—Peer Group for Compensation Comparisons” on page 43 of this Proxy Statement. In December 2019, following its annual review of GM’s director compensation, the Board and the Governance Committee approved an increase in non-employee director compensation. In March 2020, the Board and the Governance Committee, in response to the COVID-19 pandemic, approved a 20% temporary reduction in base annual compensation, effective April 1, 2020, and continuing until at least October 2020, but no later than March 15, 2021. Beginning in 2020, director compensation will be as set forth on page 11 of this Proxy Statement. Director Stock Ownership and Holding Requirements • Each non-employee director is required to own our common stock or DSUs with a market value of at least $500,000. • Each director has up to five years from the date he or she is first elected to the Board to meet this ownership requirement. • Non-employee directors are prohibited from selling any GM securities or derivatives of Directors recommends a voteFOR eachGM securities, such as DSUs, while they are members of the nominees below.Board.   • TO RECOMMEND AN INDIVIDUAL FOR BOARD MEMBERSHIP, WRITE TO: GM’s Corporate Secretary, at General Motors Company, Mail Code482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or by e-mailOwnership guidelines are reviewed each year to shareholder.relations@gm.com.confirm they continue to be effective in aligning the interests of the Board and our shareholders. 10   • All of our directors are in compliance with our stock retention requirements. 10 ITEM NO. 1 – ELECTION OF DIRECTORS NON-EMPLOYEE DIRECTOR COMPENSATION     Mary T. Barra Theodore M. Solso Chairman & Chief Executive Officer, General Motors Company Independent Lead Director, General Motors Company and Retired Chairman & Chief Executive Officer, Cummins, Inc. 56 years old 71 years old Director since: 2014 Director since: 2012 Committees Executive (Chair) Current Public Company Directorships The Walt Disney Company Prior Public Company Directorships General Dynamics Corporation (2011 to 2017) Prior Experience Ms. Barra has served as Chairman of GM’s Board of Directors since January 2016 and Chief Executive Officer of GM since January 2014. Prior to that time, she served as Executive Vice President, Global Product Development, Purchasing and Supply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career at GM in 1980. Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of GM and in other key leadership positions at the Company, including experience in operational excellence, strategic planning, purchasing and supply chain, human resources, and manufacturing and engineering. u  In-depth knowledge of the global automotive industry. u  Deep understanding of GM’s strengths, weaknesses, opportunities, challenges, risks, and corporate culture. u  Ability to drive the efficient execution of GM’s strategic plan and vision for the future. u  Strong leadership and management skills coupled with extensive engineering and global product development experience. u  Valuable knowledge of key governance matters gained as a director of GM and other large global public companies. Committees Executive Current Public Company Directorships Ball Corporation (Lead Director) Prior Public Company Directorships Ashland Inc. (1999 to 2012) (Lead director 2003 to 2010) Prior Experience Mr. Solso served asNon-Executive Chairman of the GM Board of Directors from 2014 to 2016. He was Chairman and Chief Executive Officer of Cummins, Inc. (“Cummins”) from 2000 until his retirement in 2011 and President and Chief Operating Officer of Cummins from 1995 to 2000. Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of Cummins, including automotive-related experience and experience in finance, accounting, and vehicle and workplace safety. u  Background leading a company through strong financial performance and shareholder returns, international growth, and business restructurings. u  Valuable knowledge of key governance matters, including environmental issues, corporate responsibility, diversity, and human rights issues, gained as the CEO of Cummins and the lead director of GM and other large global public companies. u  Extensive experience in automotive manufacturing and engineering, including with respect to emissions reduction technology, development of diesel engines, and compliance with challenging emissions laws and regulations. u  Valuable insight into advancing the business priorities of GM’s international operations gained as the U.S. Chairman of theU.S.-Brazil CEO Forum. 11 ITEM NO. 1 – ELECTION OF DIRECTORS Annual Compensation   Linda R. Gooden Joseph Jimenez Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation Retired Chief Executive Officer, Novartis AG 65 years old 58 years old Director since: 2015 Director since: 2015 Committees Audit, Cybersecurity (Chair), Executive, Risk Current Public Company Directorships Automatic Data Processing, Inc., The Home Depot, Inc., WGL Holdings, Inc., and Washington Gas & Light Company, a subsidiary of WGL Holdings, Inc. Prior Experience Ms. Gooden served as Executive Vice President, Information Systems & Global Solutions of Lockheed Martin Corporation (“Lockheed”) from 2007 to 2013. She was Deputy Executive Vice President, Information and Technology Services of Lockheed from October to December 2006; and President, Information Technology of Lockheed from 1997 to December 2006. Reasons for Nomination u  Significant senior leadership experience gained through various leadership positions at Lockheed, including experience in technology, innovation, acquisitions, divestitures, business restructuring, finance, and risk management. u  Valuable insight into GM’s information technology (“IT”) function, technology systems and processes, and cybersecurity framework, including those related to mobility and autonomous vehicles, gained through various leadership roles at Lockheed. u  Extensive expertise in cybersecurity and IT as well as significant operational, strategic planning, and government relations experience. u  Valuable knowledge of key governance matters gained as a director of GM and other large global public companies. Committees Executive Compensation, Governance and Corporate Responsibility Current Public Company Directorships The Procter & Gamble Co. Prior Public Company Directorships Colgate-Palmolive Company (2010 to 2015) Prior Experience Mr. Jimenez served as Chief Executive Officer of Novartis AG (“Novartis”) from 2010 until his retirement in 2017. He was Head of Novartis’ Pharmaceuticals Division from October 2007 to 2010 and Head of Novartis’ Consumer Health Division from April to October 2007. Prior to joining Novartis, Mr. Jimenez served as Advisor to the Blackstone Group L.P., a private equity firm, from 2006 to 2007. He was President and Chief Executive Officer of H.J. Heinz Company (“Heinz”) North America from 2002 to 2006 and Executive Vice President, President and Chief Executive Officer of Heinz Europe from 1999 to 2002. Prior to joining Heinz, Mr. Jimenez held various leadership positions at ConAgra Foods Inc. (“ConAgra”), including President and Senior Vice President of two operating divisions from 1993 to 1998. Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of Novartis and in other senior leadership positions in the consumer products industry, including experience in international operations, strategic planning, and finance. u  Valuable insight into GM’s strategy to enhance the customer experience and earn customers for life gained through various senior leadership positions at Heinz and ConAgra and as a director of Colgate-Palmolive Company. u  Experience executing business restructurings and significant business transformations at both Heinz and Novartis. u  Valuable knowledge of key governance matters gained as the CEO of Novartis and a director of GM and other large global public companies. The 2019 and 2020 compensation for non-employee directors are described in the table below. We do not pay any other retainers or meeting fees. The Independent Lead Director and Committee Chairs receive additional compensation due to the increased workload and additional responsibilities associated with these positions. In particular, Mr. Solso’s compensation as Independent Lead Director reflects the additional time commitment for this role, which includes, among other responsibilities, attending all Board Committee meetings, meeting with the Company’s investors, and attending additional meetings with the Company’s senior management, including the CEO. For additional information about the roles and responsibilities of our Independent Lead Director, see “Corporate Governance—Board Leadership Structure and Composition” on page 15 of this Proxy Statement.   12 ITEM NO. 1 – ELECTION OF DIRECTORS Jane L. Mendillo Admiral Michael G. Mullen Retired President & Chief Executive Officer, Harvard Management Company Former Chairman, Joint Chiefs of Staff 59 years old 71 years old Director since: 2016 Director since: 2013 Committees Audit, Finance Current Public Company Directorships Lazard Ltd Prior Experience Ms. Mendillo served as President and Chief Executive Officer of the Harvard Management Company (“HMC”) from 2008 to 2014, managing Harvard University’s approximately $37 billion global endowment and related assets. Prior to joining HMC, she was Chief Investment Officer of Wellesley College from 2002 to 2008; and prior to that, she spent 15 years at HMC in various other investment roles. She also served as Chair of the investment committee of the Partners Healthcare System; a member of the board of directors and investment committee of the Mellon Foundation; Senior Investment Advisor and Trustee to the Old Mountain Private Trust Company; and a member of the Board and Executive Committee of Berklee College of Music. Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of HMC, including experience in risk and crisis management. u  Deep capital markets expertise gained from her more than 30 years managing globally diverse endowments and investment portfolios. u  Valuable insight into GM’s disciplined capital allocation framework and its financial policies and strategies. u  Valuable knowledge of key governance matters gained as a director of GM and another large global public company. Committees Audit, Cybersecurity, Executive, Risk (Chair) Current Public Company Directorships Sprint Corporation Prior Experience Admiral Mullen served as the 17th Chairman of the Joint Chiefs of Staff from 2007 until his retirement in 2011, one of his four different four-star assignments; the others included the 28th Chief of Naval Operations from 2005 to 2007; Commander, U.S. Naval Forces Europe/Allied Joint Force Command Naples from 2004 to 2005; and the 32nd Vice Chief Naval Officer from 2003 to 2004. Admiral Mullen has been President of MGM Consulting LLC since 2012, and he serves as a Charles and Marie Robertson Visiting Professor at the Woodrow Wilson School of Public and International Affairs at Princeton University. Reasons for Nomination u  Extensive senior leadership experience gained over a43-year career in the U.S. military, including four-star assignments in the U.S. Navy, which were equivalent to the Navy’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and culminating in his appointment as Chairman of the Joint Chiefs of Staff. u  Valuable insight into GM’s IT function, technology systems and processes, and cybersecurity framework gained through overseeing the rapid development and deployment of innovative technologies for effective 21st-century military solutions. u  Deep experience leading change in complex organizations, strategic planning, budget policy, risk and crisis management, executive development and succession planning, diversity implementation, cybersecurity, and technical innovation. u  Experience in navigating geopolitical risks, succession planning, diversity, accountability, crisis management, public policy, and safety culture. u  Valuable knowledge of key governance matters gained as a long-tenured military leader and a director of GM and another large global public company. 13 ITEM NO. 1 – ELECTION OF DIRECTORS James J. Mulva Patricia F. Russo Retired Chairman & Chief Executive Officer, ConocoPhillips Chairman, Hewlett Packard Enterprise Company 71 years old 65 years old Director since: 2012 Director since: 2009 Committees Executive, Executive Compensation, Finance (Chair), Risk Current Public Company Directorships General Electric Company and Baker Hughes, a GE company Prior Public Company Directorships Statoil ASA (2013 to 2015) Prior Experience Mr. Mulva served as Chairman and Chief Executive Officer of ConocoPhillips from 2004 until his retirement in 2012. He was Chairman, President, and Chief Executive Officer of ConocoPhillips from 2004 to 2008 and President and Chief Executive Officer of ConocoPhillips from 2002 to 2004. Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of ConocoPhillips, including experience in finance and international business. u  Significant strategic business experience, including with respect to mergers and acquisitions, business restructurings, joint ventures, and the successful navigation of the highly competitive energy industry. u  Valuable insight into GM’s manufacturing and safety strategies gained through experience in global manufacturing at ConocoPhillips with a focus on risk management. u  Valuable knowledge of key governance matters gained as the CEO of ConocoPhillips and a director of GM and other large global public companies. Committees Executive, Executive Compensation, Finance, Governance and Corporate Responsibility (Chair) Current Public Company Directorships Arconic Inc. (formerly Alcoa) (Interim-Chairman April 2017 to October 2017 and Lead Director May 2015 to April 2017), Hewlett Packard Enterprise Company (Chairman), KKR Management LLC (the managing partner of KKR & Co. L.P.), and Merck & Co. Inc. Prior Public Company Directorships Hewlett-Packard Company (2011 to 2015) (Lead Director 2014 to 2015) Prior Experience Ms. Russo served as Lead Director of the Hewlett-Packard Company Board of Directors from 2014 to 2015. She was Lead Director of the GM Board of Directors from March 2010 to January 2014. She also served as Chief Executive Officer of Alcatel-Lucent S.A. (“Alcatel-Lucent”) from 2006 to 2008; Chairman and Chief Executive Officer of Lucent Technologies, Inc. (“Lucent”) from 2003 to 2006; and President and Chief Executive Officer of Lucent from 2002 to 2006. Reasons for Nomination u  Extensive senior leadership gained as the CEO of Alcatel-Lucent and Lucent, including experience in corporate strategy, finance, sales and marketing, technology, and leadership development. u  Significant strategic business experience gained through managing critical technology disruptions and successfully leading Lucent through a severe industry downturn. u  Valuable insight into GM’s evaluation and execution of strategic transactions gained through experience overseeing Hewlett-Packard Company’s split into two companies, the Alcoa-Arconic split, and managing the Alcatel-Lucent merger. u  Valuable knowledge of key governance matters, including executive compensation, gained as the CEO of Alcatel-Lucent and Lucent and a director of GM and other large global public companies. 14 ITEM NO. 1 – ELECTION OF DIRECTORS Thomas M. Schoewe Carol M. Stephenson, O.C. Retired Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc. Retired Dean, Ivey Business School, The University of Western Ontario 65 years old 67 years old Director since: 2011 Director since: 2009 Committees Audit (Chair), Cybersecurity, Executive, Finance, Risk Current Public Company Directorships KKR Management LLC and Northrop Grumman Corporation Prior Public Company Directorship PulteGroup, Inc. (2009 to 2012) Prior Experience Mr. Schoewe served as Executive Vice President and Chief Financial Officer ofWal-Mart Stores, Inc.(“Wal-Mart”) from 2000 to 2011. Prior to joiningWal-Mart, he was Senior Vice President and Chief Financial Officer of Black & Decker Corporation (“Black & Decker”) from 1996 to 1999; Vice President and Chief Financial Officer of Black & Decker from 1993 to 1996; Vice President of Finance of Black & Decker from 1989 to 1993; and Vice President of Business Planning and Analysis of Black & Decker from 1986 to 1989. Reasons for Nomination: u  Extensive financial expertise as the CFO ofWal-Mart and Black & Decker. u  Significant senior leadership experience gained in various leadership positions, including experience in financial reporting, accounting and controls, business planning and analysis, and risk management. u  Valuable insight into GM’s IT function, technology systems and processes, and cybersecurity framework gained through experience leading large-scale, transformational IT implementations atWal-Mart and Black & Decker. u  Valuable knowledge of key governance matters gained as a director of GM and at other large global public companies. Committees Executive, Executive Compensation (Chair), Governance and Corporate Responsibility Current Public Company Directorships Intact Financial Corporation (formerly ING Canada) and Maple Leaf Foods Inc. Prior Public Company Directorships Ballard Power Systems, Inc. (2012 to 2017) and Manitoba Telecom Services (2008 to 2016) Prior Experience Ms. Stephenson served as Dean of the Ivey Business School at the University of Western Ontario from 2003 until her retirement in 2013. Prior to joining the Ivey Business School, she was President and Chief Executive Officer of Lucent Technologies Canada from 1999 to 2003. She was also a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009 and appointed an officer of the Order of Canada in 2009. Reasons for Nomination u  Significant senior leadership experience gained as Dean of the Ivey Business School and in leadership positions in the telecommunications industry. u  Valuable insight into GM’s strategy to strengthen our core business and transform the future of personal mobility gained through expertise in marketing, operations, strategic planning, technology development, and financial management. u  Extensive expertise in North American trade issues and the Canadian business environment gained as a director at several leading Canadian companies. u  Valuable knowledge of key governance matters, including executive compensation, gained as a director of GM and at other large global public companies. 15 ITEM NO. 1 – ELECTION OF DIRECTORS Devin N. Wenig President & Chief Executive Officer, eBay Inc. 51 years old Director since: 2018 Committees Committee memberships to be determined at the Board’s June 2018 meeting. Current Public Company Directorships eBay Inc. Prior Experience In July 2015, Mr. Wenig was appointed as President and Chief Executive Officer of eBay. Prior to that time, he served as President of eBay’s Marketplaces business from 2011 to July 2015. Prior to joining eBay, Mr. Wenig was Chief Executive Officer of Thomson Reuters Corporation’s (“Thomson Reuters”) largest division, Thomson Reuters Markets, from 2008 to 2011; Chief Operating Officer of Reuters Group plc (“Reuters”) from 2006 to 2008; and President of Reuters Business divisions from 2003 to 2006. Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of eBay, including experience in technology, global operations, and strategic planning. u  Critical technology insight into GM’s strategies related to the future of mobility, autonomous vehicles, vehicle connectivity, and data monetization gained through various roles at eBay. u  Valuable insight into GM’s strategy to enhance the customer experience and earn customers for life gained through various consumer-facing leadership roles at eBay, Thomson Reuters, and Reuters. u  Valuable knowledge of key governance matters gained as the CEO of eBay and a director of other large global public companies. 16 ITEM NO. 1 – ELECTION OF DIRECTORS Non-Employee Director Compensation Ournon-employee directors receive cash compensation as well as equity compensation in the form of GM Deferred Share Units (“DSUs”) for their Board service. Compensation for ournon-employee directors is set by the Board at the recommendation of the Governance Committee. u Guiding Principles         Compensation Element    2019        2020 (Pre-COVID-19)        2020 (Post-COVID-19)   Board Retainer    $ 285,000        $ 305,000        $ 244,000   Independent Lead Director Fee    $ 100,000        $ 100,000        $ 100,000   Audit Committee Chair Fee    $ 30,000        $ 30,000        $ 30,000   All Other Committee Chair Fees (excluding the Executive Committee)    $ 20,000        $ 20,000        $ 20,000     u Fairly compensate directors for their responsibilities and time commitments. Non-employee directors are required to defer at least 50% of their annual Board retainer into DSUs under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Director Compensation Plan”). Directors may elect to defer all or half of their remaining Board retainer or u Attract and retain highly qualified directors by offering a compensation program consistent with those at companies of similar size, scope, and complexity. u Align the interests of directors with our shareholders by providing a significant portion of compensation in equity and requiring directors to continue to own our common stock (or common stock equivalents). u Provide compensation that is simple and transparent to shareholders. u Annual Review Process The Governance Committee, which consists solely of independent directors, annually assesses the form and amount ofnon-employee director compensation and recommends changes, if appropriate, to the Board based upon competitive market practices. GM’s Legal Staff also supports the Committee in determining director compensation and designing the related benefit programs. In addition, if the Governance Committee determines it is necessary, it has the authority to engage the services of outside consultants, experts, and others to assist in designing and setting director compensation. As part of its annual review, the Committee conducts extensive benchmarking by reviewing director compensation data for the executive compensation peer group described in “Executive Compensation—Compensation Overview—Peer Group for Compensation Comparisons” on page 41. Following its review of GM’s director compensation in December 2017, the Governance Committee recommended that the Board maintain the same structure and level of compensation and stock ownership requirements for 2018 as were in place in 2017. u Director Stock Ownership and Holding Requirements u Eachnon-employee director is required to own our common stock or DSUs with a market value of at least $500,000. u Each director has up to five years from the date he or she is first elected to the Board to meet this ownership requirement. u Non-employee directors are prohibited from selling any GM securities or derivatives of GM securities, such as DSUs, while they are members of the Board. u Ownership guidelines are reviewed each year to confirm they continue to be effective in aligning the interests of the Board and our shareholders. u All of our directors are in compliance with our stock retention requirements. Mr. Wenig is within his five-year compliance period and is expected to meet the ownership requirement by the end of such period. All other directors have met or exceeded the ownership requirement. u Annual Compensation During 2017, compensation fornon-employee directors consisted of the elements described in the table below. We do not pay any other retainers or meeting fees. The Independent Lead Director and Committee Chairs receive additional compensation due to the increased workload and additional responsibilities associated with these positions. In particular, Mr. Solso’s compensation as Independent Lead Director reflects the additional time commitment for this role, which includes, among other responsibilities, attending all Board Committee meetings, meeting with the Company’s investors, and attending additional meetings with the Company’s senior management, including the CEO. For additional information about the roles and responsibilities of our Independent Lead Director, see “Corporate Governance—Board Leadership Structure” on page 21. Compensation Element 2017   Board Retainer $ 285,000   Independent Lead Director Fee $ 100,000   Audit Committee Chair Fee $30,000   All Other Committee Chair Fees (excluding the Executive Committee) $20,000   17 ITEM NO. 1 – ELECTION OF DIRECTORS Non-employee directors are required to defer 50% of their annual Board retainer ($142,500) into DSUs under the General Motors Company Deferred Compensation Plan forNon-Employee Directors (the “Director Compensation Plan”). Directors may elect to defer all or half of their remaining Board retainer or amounts payable (if any) for serving as a Committee Chair or Independent Lead Director into additional DSUs. The fees for a director who joins or leaves the Board, or assumes additional responsibilities during the year, are prorated for his or her period of service. How Deferred Share Units Work Each DSU is equal in value to one share of GM common stock and is fully vested upon grant, but does not have voting rights. DSUs will not be available for disposition until after the director leaves the Board. After leaving the Board, the director will receive a cash payment or payments based on the number of DSUs in the director’s account valued at the average daily closing market price for the quarter immediately preceding payment. Directors will be paid in a lump sum or in annual installments for up to five years, based on their deferral elections. All DSUs granted are rounded up to the nearest whole unit. Any portion of the retainer that is deferred into DSUs may also earn dividend equivalents, which are credited at the end of each calendar year to each director’s account in the form of additional DSUs. DSUs granted are determined as follows: 11 NON-EMPLOYEE DIRECTOR COMPENSATION Other Compensation We provide certain additional benefits to non-employee directors. Type Purpose u   Company Vehicles We provide directors with the use of Company vehicles to provide feedback on our products as well as enhance the public image of our vehicles. Retired directors also receive the use of a Company vehicle for a period of time. Participants are charged with imputed income based on the lease value of the vehicles and are responsible for associated taxes. u   Personal Accident Insurance (“PAI”)(1) We provide PAI coverage in the event of accidental death or dismemberment. Directors are responsible for associated taxes on the imputed income from the coverage. (1) Ms. Barra, our sole employee director, does not receive additional compensation for her Board service other than the PAI benefit described above, the value of which is reported for Ms. Barra in the Summary Compensation Table on page 62 of this Proxy Statement. Non-employee directors are not eligible to participate in any of the savings or retirement programs for our employees. Other than as described in this section, there are no separate benefit plans for directors. 2019 Non-Employee Director Compensation Table This table shows the compensation that each non-employee director received for his or her 2019 Board and Committee service.           Director    Fees Earned or Paid in Cash(1) ($)      Stock Awards(2) ($)      All Other Compensation(3) ($)      Total ($)   Wesley G. Bush (4)      $130,625        $127,185        $  7,825      $ 265,635   Linda R. Gooden      $162,500        $138,860        $16,344      $ 317,704   Joseph Jimenez(5)      $157,500        $138,860        $36,740      $ 333,100   Jane L. Mendillo      $142,500        $138,860        $11,323      $ 292,683   Judith A. Miscik      $142,500        $138,860        $25,469      $ 306,829   Michael G. Mullen(6)      $  76,250        $  69,430        $39,370      $ 185,050   James J. Mulva(7)      $  76,250        $  69,430        $30,787      $ 176,467   Patricia F. Russo      $162,500        $138,860        $15,740      $ 317,100   Thomas M. Schoewe      $172,500        $138,860        $45,948      $ 357,308   Theodore M. Solso      $242,500        $138,860        $21,990      $ 403,350   Carol M. Stephenson      $162,500        $138,860        $15,384      $ 316,744   Devin N. Wenig      $142,500        $138,860        $35,948      $ 317,308   (1) This column reflects director compensation eligible to be paid in cash, which consists of 50% of the annual Board retainer ($142,500) and any applicable Committee Chair or Independent Lead Director into additional DSUs. The fees for a director who joins or leavesfees. Each of the Board or assumes additional responsibilities duringfollowing directors elected to receive DSUs in lieu of such amounts eligible to be paid in cash in the year are prorated for his or her period of service.following amounts: Mr. Bush—$130,625; Mr. Jimenez —$157,500; Ms. Mendillo— $142,500; Admiral Mullen—$76,250; Mr. Mulva—$76,250; Ms. Russo—$91,250; Mr. Solso—$242,500; Ms. Stephenson—$81,250; and Mr. Wenig—$142,500. 12 NON-EMPLOYEE DIRECTOR COMPENSATION   u How Deferred Share Units Work (2) Each DSUReflects aggregate grant date fair value of DSUs granted in 2019, which does not include any cash fees that directors voluntarily elected to receive as DSUs. Grant date fair value is equal in value to a sharecalculated by multiplying the number of DSUs granted by the closing price of GM common stock and is fully vested upon grant, but does not have voting rights. DSUs will not be available for disposition until after the director leaves the Board. After leaving the Board, the director will receive a cash payment or payments based on the numberDecember 31, 2019, which was $36.60. The holders of DSUs in the director’s account, valued at the average daily closing market price for the quarter immediately preceding payment. Directors will be paid in a lump sum or in annual installments for up to five years based on their deferral elections. All DSUs granted are rounded up to the nearest whole unit. Any portion of the retainer that is deferred into DSUs may also earnreceive dividend equivalents, which are credited at the end of each calendar year to each director’s accountreinvested in the form of additional DSUs. DSUs granted are determined as follows: u Other Compensation As outlined below, we provide certain additional benefits tonon-employee directors.   Type Purpose u      Company Vehicles We provide directors with the use of company vehicles to provide feedback on our products as well as enhance the public image of our vehicles. Retired directors also receive the use of a company vehicle for a period of time. Participants are charged with imputed income based on the lease value of the vehicles and are responsible for associated taxes. u      Personal Accident Insurance (“PAI”)(1) We provide PAI coverage in the event of accidental death or dismemberment. Directors are responsible for associated taxes on the imputed income from the coverage. (1) Ms. Barra, our sole employee director, does not receive additional compensation for her Board service other than the PAI benefit described above, the value of which is reported for Ms. Barra in the Summary Compensation Table on page 57. Non-employee directors are not eligible to participate in any of the savings or retirement programs for our employees. Other than as described in this section, there are no separate benefit plans for directors. 18 Amount of compensation required or elected to be deferred each calendar year under the Director Compensation Plan ÷ Average daily closing market price of ourthe common stock for that calendar year = DSUs Grantedon the date the dividends are paid. ITEM NO. 1 – ELECTION OF DIRECTORS   (3) u 2017Non-Employee Director Compensation Table ThisThe following table showsprovides more information on the compensation that eachnon-employee director received for his or her 2017 Boardtype and Committee service.   Director      Fees Earned or Paid in Cash(1) ($)        Stock Awards(2) ($)        All Other Compensation(3) ($)        Total ($)       Joseph J. Ashton(4)          142,500              156,336              34,698              333,534         Linda R. Gooden(5)          145,833              155,311              22,448              323,592         Joseph Jimenez          142,500              155,311              24,282              322,093         Jane L. Mendillo          142,500              155,311              11,323              309,134         Michael G. Mullen          162,500              155,311              23,428              341,239         James J. Mulva          162,500              155,311              36,490              354,301         Patricia F. Russo          162,500              155,311              19,886              337,697         Thomas M. Schoewe          172,500              155,311              30,448              358,259         Theodore M. Solso          242,500              155,311              15,490              413,301         Carol M. Stephenson          162,500              155,311              12,782              330,593       (1) This column reflects director compensation eligible to be paid in cash, which consists of 50 percent of the annual Board retainer ($142,500) and any applicable Committee Chair or Independent Lead Director fees. Each of the following directors elected to receive DSUs in lieu of such amounts eligible to be paid in cash in the following amounts: Mr. Ashton — $71,250; Ms. Gooden — $3,333; Mr. Jimenez — $142,500; Ms. Mendillo — $142,500; Mr. Mullen — $20,000; Mr. Mulva — $162,500; Ms. Russo — $20,000; Mr. Solso — $242,500; and Ms. Stephenson — $81,250.amount of benefits included in the All Other Compensation column.   (2) Reflects aggregate grant date fair value of DSUs granted in 2017, which does not include any cash fees that directors voluntarily elected to receive as DSUs. Grant date fair value is calculated by multiplying the number of DSUs granted by the closing price of GM common stock on December 29, 2017, which was $40.99. 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    Company Vehicle Program (a)      Other (b)      Total                  Director    Company Vehicle Program (a)      Other (b)      Total   Mr. Bush      $  7,625      $ 200      $ 7,825       Mr. Mulva      $30,667      $ 120      $ 30,787   Ms. Gooden      $16,104      $ 240      $ 16,344       Ms. Russo      $15,500      $ 240      $ 15,740   Mr. Jimenez      $36,500      $ 240      $ 36,740       Mr. Schoewe      $45,708      $ 240      $ 45,948   Ms. Mendillo      $11,083      $ 240      $ 11,323       Mr. Solso      $21,750      $ 240      $ 21,990   Ms. Miscik      $25,229      $ 240      $ 25,469       Ms. Stephenson      $15,144      $ 240      $ 15,384   Adm. Mullen      $39,250      $ 120      $ 39,370       Mr. Wenig      $35,708      $ 240      $ 35,948   (a) (3) The following table provides more information on the type and amount of benefits included in the All Other Compensation column.The Company vehicle program includes the estimated annual lease value of the Company vehicles driven by directors. We include the annual lease value because it is more reflective of the value of the Company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each director.   Director      Company Vehicle Program (a)        Other (b)        Total                Director      Company Vehicle Program (a)        Other (b)        Total       Mr. Ashton          $34,458                   $240                   $34,698              Mr. Mulva          $36,250                   $240                   $36,490         Ms. Gooden          $22,208              $240              $22,448              Ms. Russo          $19,646              $240              $19,886         Mr. Jimenez          $24,042              $240              $24,282              Mr. Schoewe          $30,208              $240              $30,448         Ms. Mendillo          $11,083              $240              $11,323              Mr. Solso          $15,250              $240              $15,490         Mr. Mullen          $23,188              $240              $23,428              Ms. Stephenson          $12,542              $240              $12,782       (b) Reflects the cost of premiums for providing personal accident insurance (annual premium cost of $240 is prorated, as applicable, for the period of service). (a) (4) Company vehicle program includes the estimated annual lease value of the Company vehicles driven by directors. We include the annual lease value because it is more reflective of the value of the company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each director. Mr. Bush joined the Board on February 11, 2019. (b) (5) Reflects cost of premiums for providing personal accident insurance (annual premium cost of $240 is prorated, as applicable, for period of service). In addition, Mr. Solso received tickets to attend a special event; the tickets had no incremental cost to the Company. (4) Mr. Ashton resigned from the Board effective December 8, 2017. (5) Ms. GoodenMr. Jimenez was appointed Chair of the Cybersecurity Committee on November 20, 2017. 19 CORPORATE GOVERNANCE Role of the Board of DirectorsFinance Committee on April 16, 2019.   (6) GM is governed by a Board of Directors and Committees ofAdm. Mullen retired from the Board that meet throughouteffective June 4, 2019. (7) Mr. Mulva retired from the year. The Board effective June 4, 2019. 13 CORPORATE GOVERNANCE The Board of Directors GM is governed by a Board of Directors and Committees of the Board that meet throughout the year. The Board is elected by shareholders to oversee and provide guidance on the Company’s business and affairs. It is the ultimate decision-making body of the Company, except for those matters reserved for shareholders. The Board is actively engaged in the process of strategic development and oversight of ongoing execution of the Company’s strategic plan. It is the ultimate decision-making body of the Company except for those matters reserved for shareholders by law or pursuant to the Company’s governance instruments. Among other things, the Board oversees company strategy and execution of the strategic plan. In addition, it oversees management’s activities in connection with proper safeguarding of the assets of of the Company, maintenance of appropriate financial and other internal controls, compliance with applicable laws and regulations, and proper governance. The Board is committed to sound corporate governance policies and practices that are designed and routinely assessed to enable the Company to operate its business responsibly, with integrity, and to position GM to compete more effectively, sustain its success, and build long-term shareholder value.     u Board Size   The Board of Directors sets the number of directors from time to time by a resolution adopted by a majority of the directors. The Governance Committee reassesses the suitability of the Board’s size at least annually. The Board has the flexibility to increase or decrease the size of the Board as circumstances warrant, although the Company’s Certificate of Incorporation limits the total number of directors to 17. There are currently 11 members of the Board. The Board is currently composed of 11 members. The Governance Committee reassesses the suitability of the Board’s size at least annually. The Board has the flexibility to increase or decrease the size of the Board, as circumstances warrant. If any nominee is unable to serve as a director or if any director leaves the Board between Annual Meetings, the Board, by resolution, may reduce the number of directors or elect an individual to fill the resulting vacancy. If all of the Board’s nominees are elected, the Board will be composed of 11 members immediately following the Annual Meeting. If any nominee is unable to serve as a director or if any director leaves the Board between annual meetings, the Board, by resolution, may reduce the number of directors or elect an individual to fill the resulting vacancy.     u Code of Business Conduct and Ethics: “Winning with Integrity”Director Independence The Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. We have adopted a code of business conduct and ethics, “Winning with Integrity,” that applies to our directors, officers, and employees. “Winning with Integrity” forms the foundation for compliance with corporate policies and procedures and creates a Company-wide focus on uncompromising integrity in every aspect of our operations. The code embodies our expectations for a number of topics, including workplace and vehicle safety, conflicts of interest, protection of confidential information, insider trading, competition and fair dealing, human rights, community involvement and corporate citizenship, political activities and lobbying, preservation and use of Company assets, and compliance with all laws and regulations applicable to the conduct of our business. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of the code. GM’s Bylaws and Corporate Governance Guidelines define our standards for director independence and reflect applicable NYSE and SEC requirements. At least two-thirds of our directors are and must be independent under these standards. In addition, all members of the Audit Committee and the Executive Compensation Committee (the “Compensation Committee”) must meet heightened independence standards under applicable NYSE and SEC rules. The Governance Committee annually assesses the independence of each director and makes recommendations to the Board. For a director to be “independent,” the Board must determine that the director has no material relationship with the Company other than his or her service as a director. In recommending to the Board that it determine each director is independent, the Governance Committee considered whether there were any other facts or circumstances that might impair a director’s independence. The Governance Committee also considered that GM, in the ordinary course of business, during the last three years, has sold fleet vehicles to and purchased products and services from companies at which some of our directors serve as non-employee directors or executives. The Board determined that these transactions were not material to GM or the other companies involved and that none of our directors had a material interest in the transactions with these companies. In each case, these transactions were in the ordinary course of business for GM and the other companies involved, and were on terms and conditions available to similarly situated customers and suppliers. Therefore, the Board determined they did not impair such directors’ independence. Consistent with these standards, the Board has reviewed all relationships between the Company and each director and considered all relevant quantitative and qualitative criteria. The Board has affirmatively determined that all directors were independent during 2019, and that all current members are independent, except Ms. Barra, who serves as CEO.     Corporate Governance Guidelines Your Board oversees a governance structure that it believes promotes the best interests of our shareholders. Our Corporate Governance Guidelines form a transparent framework for the effective governance of the Company. The Corporate Governance Guidelines address matters such as the respective roles and responsibilities of the Board and management, the Board’s leadership structure, the responsibilities of the Independent Lead Director, director independence, the Board membership criteria, Board Committees, and Board and CEO evaluation. The Governance Committee regularly reviews the Corporate Governance Guidelines and periodically recommends to your Board the adoption of amendments in response to changing regulations, evolving best practices, and shareholder concerns. For a summary of our corporate governance best practices, see“Proxy Statement Summary—Governance Highlights” on page 3. Find more online. Our code of business conduct and ethics, “Winning with Integrity,” and Corporate Governance Guidelines and are available on our website at:gm.com/investors/corporate-governance. 14 CORPORATE GOVERNANCE   20 CORPORATE GOVERNANCE Director Independence GM’s Corporate Governance Guidelines define our standards for director independence and are based on applicable New York Stock Exchange (“NYSE”) and U.S. Securities and Exchange Commission (“SEC”) requirements. At leasttwo-thirds of our directors are and must continue to be independent under these standards. The Governance Committee annually assesses the independence of each director and makes recommendations to the Board. For a director to be “independent,” the Board must affirmatively determine that the director has no material relationship with the Company other than his or her service as a director. In addition, members of the Audit and Compensation Committees must meet heightened independence standards under applicable NYSE and SEC rules. Consistent with these standards, the Board has reviewed all relationships between the Company and each director and considered all relevant quantitative and qualitative criteria. The Board has affirmatively determined that all directors are independent, except Ms. Barra, who serves as CEO. In recommending to the Board that it determine each director is independent, the Governance Committee considered whether there were any other facts or circumstances that might impair a director’s independence. In particular, the Governance Committee evaluated charitable contributions that GM has made to nonprofit organizations with which our directors are or have been associated. None of these transactions were material to either GM or the director. The Governance Committee also considered that GM, in the ordinary course of business, during the last three years, has sold fleet vehicles to and purchased products and services from companies at which some of our directors serveas non-employee directors or executives. The Board determined that these transactions were not material to GM or the other companies involved and that none of our directors had a material interest in transactions with these companies. In each case, these transactions were in the ordinary course of business for GM and the other companies involved and were on terms and conditions available to similarly situated customers and suppliers. Therefore, they did not impair such director’s independence. Board Leadership Structure and Composition Your Board has the flexibility to decide when the positions of Chairman and CEO should be combined or separated, and whether an executive or an independent director should be Chairman. This allows the Board to choose the leadership structure that it believes will best serve the interests of our shareholders at any particular time. In January 2016, the Board recombined the positions of Chairman and CEO under the leadership of Ms. Barra and designated Mr. Solso as Independent Lead Director. Prior to that time, Mr. Solso served as the Board’s non-executive chairman. Since then, each year your Board has voted to elect Ms. Barra as Chairman of the Board, and the independent directors have voted to appoint Mr. Solso as the Independent Lead Director. Your Board believes that, right now, combining the role of Chairman and CEO and electing a strong Independent Lead Director is the optimal Board leadership structure for GM.     DUTIES OF THE INDEPENDENT LEAD DIRECTOR u  Presiding over all Board Leadership Structure Your Board has the flexibility to decidemeetings when the positionsChairman is not present, including executive sessions of non-management directors, and advising the Chairman of any actions taken; u  Providing Board leadership if circumstances arise in which the Chairman is actually, potentially, or perceived to have a conflict of interest; u  Calling executive sessions for non-management directors, relaying feedback from these sessions to the Chairman, and implementing decisions made by the non-management directors; u  Leading non-management directors in the annual evaluation of the CEO’s performance, communicating the results of that evaluation to the CEO, should be combinedand overseeing CEO succession planning; u  Approving Board meeting agendas to ensure sufficient time for discussion of all items; u  Advising on the scope, quality, quantity, and timeliness of the flow of information between management and the Board; u  Serving as a liaison between non-management directors and the Chairman when requested to do so (although all non-management directors have direct and complete access to the Chairman at any time that they deem necessary or separatedappropriate); u  Interviewing, along with the Chair of the Governance Committee, all director candidates and whether an executive or an independent director should be Chairman. This approach is designedmaking recommendations to allowthe Governance Committee and the Board; u  Being available to advise the Board Committee Chairs in fulfilling their designated roles and responsibilities to choose the leadership structure that will best serve the interests of our shareholders at any particular time. In January 2016, the Board recombined the positions of ChairmanBoard; and CEO under the leadership of Ms. Barra and designated Mr. Solso as Independent Lead Director. For 2018, our independent directors unanimously voted to appoint Mr. Solso as the Independent Lead Director for the third consecutive year. The Board’s key duties include oversight of strategy, risk management, and legal and regulatory compliance as well as CEO succession planning. In each of these areas, the Board determined that a combined role of Chairman and CEO, with the presence of a strong Independent Lead Director and governance best practices, is the optimal Board leadership structure for GM at this time. Mr. Solso’s perspective on your Board’s leadership structure is provided on the following page.   u  Engaging, when requested to do so, with shareholders. 15 CORPORATE GOVERNANCE   21 CORPORATE GOVERNANCE A Message from the Independent Lead Director on Your Board’s Leadership Structure As the Independent Lead Director, I regularly engage with GM’s investors and other key stakeholders on a variety of issues, including GM’s corporate governance structure and practices and, importantly, your Board’s leadership structure. I want to share with you the same message I deliver during these engagements. A Message from the Independent Lead Director As the Independent Lead Director it is my responsibility to help my fellow independent directors oversee and shape the partnership between management and the Board. Let me briefly highlight a few areas of focus that I believe demonstrate our oversight and help forge an effective partnership that drives strong Company performance and enables GM to effectively mitigate risk in these challenging times. Focused Board Leadership: Why Your Board Believes that the Roles of Chairman and CEO Should Be Combined Right Now Your Board carefully considers the appropriate leadership structure for GM and its shareholders on an annual basis and determines whether to combine or separate the roles of Chairman and CEO. Your Board believes that Ms. Barra’s service as both Chairman and CEO continues to provide a clear and unified strategic vision for GM – particularly in times like this as the Board supports management’s efforts to mitigate the impact of the COVID-19 pandemic on our business and the communities where we operate. As the individual with primary responsibility for managing the Company, Ms. Barra’s in-depth knowledge of our business and understanding of GM’s day-to-day operations has provided focused leadership that has enabled GM to respond decisively to this uncertain environment. Ms. Barra has been a significant asset to the Board throughout her tenure as GM has taken bold, strategic actions to strengthen its core business, invest in technologies that will redefine the future of personal transportation, and be prepared to weather storms like the one we are facing today in COVID-19. Mary Barra Is the Right Person to Lead Your Board Your Board carefully considers the appropriate leadership structure for GM and its shareholders on an annual basis and determines whether to combine or split the roles of Chairman and CEO. Your Board believes that Ms. Barra’s service as both Chairman and CEO has provided, and continues to provide, a clear and unified strategic vision for GM during this time of unprecedented industry change. As the individual with primary responsibility for managing the Company, Ms. Barra’sin-depth knowledge of our business and understanding of GM’sday-to-day operations brings focused leadership to your Board. She has been a key leader as we have reset our culture of safety and relentlessly focused on putting the customer at the center of everything we do. As Chairman, she facilitates your Board’s continued strong oversight of compliance and enterprise risk management programs. For example, under her leadership, in 2017 the Board established a new Cybersecurity Committee to enhance the Board’s oversight of GM’s evolving cybersecurity risks. Your Board Is Independent and Holds Management Accountable With 10 of 11 directors being independent, your Board holds management accountable. We have the right mix of skills, qualifications, and experiences to oversee, guide, and challenge the leadership team. We are engaged in shaping and overseeing GM’s strategy. Strategy is a part of every Board meeting, and every year your Board holds a multiday session devoted exclusively to GM’s strategic plan. During these discussions, Board members engage in active debate and dialogue, challenge and validate management assumptions, and shape various aspects of management’s strategy and execution. My Role as the Independent Lead Director I striveMy job is to complement Ms. Barra’s role as Chairman by providing strong, independent leadership in my role as the Independent Lead Director, with the followingleadership. My key duties and responsibilities:responsibilities are described on page 15 of this Proxy Statement. In my role, I provide independent oversight of GM’s management team for our shareholders, including a specific focus on strategic risk management, compliance, governance, and CEO succession planning. Your Board is Shaping the Company’s Strategy and Overseeing Risk u Presiding over all Board meetings when the Chairman is not present, including executive sessions ofnon-management directors, and advising the Chairman of any actions taken; Your Board plays an important role in shaping management’s development and execution of GM’s strategy and overseeing its risk management processes. In recent weeks, the Board has been actively engaged with management as it has taken actions to safeguard our employees and our business in response to COVID-19. For more on our recent efforts, see “Responding to the COVID-19 Pandemic” on page 22 of this Proxy Statement. From a strategy perspective, the Board dedicates a portion of each meeting to strategic reviews that span the Company’s regions, vehicle franchises, adjacent businesses, and other key initiatives. In addition, the Board holds an annual multi-day session devoted to discussing, debating, challenging, and validating management’s overall strategy. Since the last annual meeting, these strategic reviews and discussions included labor and workforce issues, EV and AV execution, Cadillac rebranding, fuel economy regulation, capital allocation, workplace and vehicle safety, international reorganization, and various alternative future business scenarios. Your Board also regularly solicits independent views on GM’s business and key industry trends from outside experts, including investment bankers and buy- and sell-side analysts— as well as from shareholders through our routine engagements. u Providing Board leadership if circumstances arise in which the role of the Chairman is potentially, or perceived to be, in conflict, or if potential conflicts of interest arise for any director; GM has the Right Board at the Right Time u Calling executive sessions for independent directors, relaying feedback from these sessions to the Chairman, and implementing decisions made by the independent directors; u Leadingnon-management directors in the annual evaluation of the CEO’s performance, communicating it to the CEO, and overseeing the process for CEO succession; u Advising on the scope, quality, quantity, and timeliness of the flow of information between management and the Board and approving Board meeting agendas and materials recommended by the Chairman; u Approving Board meeting schedules to ensure sufficient time for discussion of all agenda items; u Serving as a liaison between independent directors and the Chairman when requested to do so by independent directors (although allnon-management directors have direct and complete access to the Chairman at any time that they deem necessary or appropriate); u Interviewing, along with the Chair of the Governance Committee, all Board candidates and making recommendations to the Governance Committee and the Board; u Being available to advise the Chairs of the Committees of the Board in fulfilling their designated roles and responsibilities to the Board; and u Being available, if requested by major shareholders, for consultation and communication in accordance with the Board’s Director-Shareholder Engagement Policy. Your Board has significantly refreshed its membership in recent years to ensure it remains a strategic asset. Since 2018, we have added three new directors, each of whom has helped bolster the Board’s expertise in technology and managing operational, strategic, geopolitical, and economic risks. As always, a result, I believe that the director nominees listed on page 2 of this Proxy Statement individually and collectively possess the right mix of skills, qualifications, and experience for GM as we continue to execute our vision of a world with zero crashes, zero emissions, and zero congestion. I am proud to work closely with our Chairman and CEO and my fellow independent directors as we drive long-term shareholder value. On behalf of the entire Board, thank you for your continued support.    Theodore M. Solso Independent Lead Director     2216   CORPORATE GOVERNANCE u Board Membership Criteria, Refreshment, and Succession Planning The selection of qualified directors is fundamental to the Board’s successful oversight of GM’s strategy and enterprise risks. We seek directors who bring diverse viewpoints and perspectives, possess a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs. It is important that the Board remains a strategic asset capable of overseeing and helping management address the risks, trends, and opportunities that GM will face in the future. In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria on page 3 of this Proxy Statement in the skills and qualifications matrix for current directors and any additional characteristics that it believes one or more directors should possess based on an assessment of the needs of the Board at that time. In every case, director candidates must be able to contribute significantly to your Board’s discussion and decision making on the broad array of complex issues facing GM. The Governance Committee also engages a reputable, qualified search firm that uses our skills matrix to inform the search and help identify and evaluate potential candidates. Director Recruitment Process Board Diversity The Governance Committee seeks individuals with a broad range of business experience and varied backgrounds. Although GM does not have a formal policy governing diversity among directors, your Board strives to identify candidates with diverse backgrounds. Your Board recognizes the value of overall diversity and considers members’ and candidates’ opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. The judgment and perspectives offered by a diverse board of directors improves the quality of decision making and enhances the Company’s business performance. Such diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders. 17 CORPORATE GOVERNANCE     Candidate Recommendations The Governance Committee will consider director candidates recommended by shareholders. The Governance Committee will review the qualifications and experience of each recommended candidate using the same criteria for candidates proposed by Board members, and communicate its decision to the candidate or the person who made the recommendation. Shareholder nominations must be submitted to the Company by the deadlines found on page 101 of this Proxy Statement. Board Committees Your Board of Directors has six standing Committees: Audit, Compensation, Executive, SessionsFinance, Governance, and Risk and Cybersecurity. The key responsibilities, recent activities, and focus areas of each Committee, together with their current membership and the number of meetings held in 2019, are set forth on pages 19 to 21 of this Proxy Statement. Each Committee Chair meets regularly with management during the year to discuss Committee business, shape agendas, and facilitate efficient meetings. The Chairman, Ms. Barra, attends all Committee meetings to serve as a resource and identify topics requiring the full Board’s attention. The Board has determined that each member of the Audit, Compensation, Finance, Governance, and Risk and Cybersecurity Committees is independent according to NYSE listing standards and our Corporate Governance Guidelines. u Board and Committee Meetings and Attendance In 2019, your Board held eight meetings, and average director attendance at Board and Committee meetings was 97%. Each director standing for re-election attended at least 81% of the total meetings of the Board and Committees on which he or she served in 2019. Directors are encouraged to attend our Annual Meeting of Shareholders, which is held in conjunction with a regularly scheduled Board meeting. All directors then in office attended the 2019 Annual Meeting. u Executive Sessions Independent directors have an opportunity to meet in executive session without management present as part of each regularly scheduled Board and Committee meeting. Executive sessions are chaired by theour Independent Lead Director, Mr. Solso.Solso, or the respective Committee Chair. During executive sessions of the Board, the independent directors may review CEO performance, compensation, and succession planning; strategy; risk; key enterprise risks; future Board agendas and the flow of information to directors; corporate governance matters; and any other matters of importance to the Company raised during a meeting or otherwise presented by the independent directors. Thenon-management directors of the Board, all of whom are independent, met in executive session six times in 2017, including one time with only independent directors present.2019. Board Committees Your Board of Directors has seven standing Committees: Audit, Cybersecurity, Executive Compensation, Finance, Governance, Risk, and Executive. The key responsibilities, recent activities, and focus areas of each Committee are set forth below, together with their current membership and the number of meetings held in 2017. Each Committee Chair meets regularly with management during the year to discuss Committee business, shape agendas, and facilitate efficient meetings. The Independent Lead Director, Mr. Solso, attends all Committee meetings to serve as a resource and identify topics requiring the full Board’s attention. The Board has determined that each member of the Audit, Compensation, Governance, Cybersecurity, Finance, and Risk Committees is independent according to NYSE listing standards and our Corporate Governance Guidelines. In November 2017, the Board formed the Cybersecurity Committee, at which time the Risk Committee and Audit Committee charters were revised to reflect the transfer of cybersecurity oversight responsibilities. For additional information about our new Cybersecurity Committee, see “Corporate Governance—Board and Committee Oversight of Risk” on page 27.   u Find more online. Each Committee has a charter governing its activities. Committee charters are available on our website at:gm.com/investors/corporate-governance. Access to Outside Advisors The Board and each Board Committee can select and retain the service of outside advisors at the Company’s expense.   18   23 CORPORATE GOVERNANCE     AUDIT EXECUTIVE COMPENSATION Thomas M. Schoewe, Chair   Members: Thomas M. Schoewe (Chair), Wesley G. Bush, Linda R. Gooden, Jane L. Mendillo, and Michael G. MullenJudith A. Miscik   Meetings held in 2017: 72019: 6     Linda R. Gooden,    Carol M. Stephenson, Chair   Members: Linda R. GoodenCarol M. Stephenson (Chair), MichaelWesley G. Mullen,Bush, Joseph Jimenez, and Thomas M. SchoewePatricia F. Russo   Meetings held in 2017: 22019: 5 Key Responsibilities u  OverseesMonitors the qualityeffectiveness of GM’s financial reporting processes and integrity of our financial statements, related disclosures,systems and disclosure and internal controls; u  ReviewsSelects and discusses with managementengages GM’s external auditors and reviews and evaluates the independent auditors the Company’s earnings releases and quarterly and annual reports on Forms10-Q and10-K prior to filing with the SEC;audit process; u  Reviews and evaluates the Company’s critical accounting policies,scope and performance of the internal audit function; u  Facilitates ongoing communications about GM’s financial reportingposition and accounting standardsaffairs between the Board and principles,the external auditors, GM’s financial and key accounting decisionssenior management, and judgments affecting the Company’s financial statements;GM’s internal audit staff; u  Reviews the scopeGM’s policies and effectiveness of the Company’s complianceprocedures regarding ethics and ethics programs; u  Oversees the retention, qualifications, and performance of the independent auditor; u  Preapproves all audit and permittednon-audit services provided by the independent auditor; u  Regularly meets in private sessions with the General Counsel, Chief Compliance Officer, General Auditor and independent auditor; u  Reviews the scope, effectiveness, and independence of the Company’s internal audit function;compliance; and u  Oversees the Company’s compliance with legal, ethical,preparation of the Audit Committee Report and regulatory requirements.related disclosures for the annual Proxy Statement.   The Board has determined that all members of the Audit Committee meet heightened independence and qualification criteria and are financially literate in accordance with the NYSE listing standardsCorporate Governance Standards and SEC rules, and that Mr. Bush, Ms. Gooden, Ms. Mendillo, and Mr. Schoewe are each qualified as an “audit committee financial expert” as defined by the SEC.   Recent Activities and Key Focus Areas u  Oversaw the implementation of a suite of new systems and system architectures designed to enhance the Company’s close, consolidation, planning, and reporting processes For additional information aboutu  Reviewed the Audit Committeefinancial impacts and its 2017 activities, see its report included in this Proxy Statement beginningdisclosures relating to the 2019 labor disruption and GM’s continued transformational cost savings actions u  Reviewed the expected impact on page 70.GM Financial of the adoption of a new accounting standard relating to the recognition of expected credit losses     Key Responsibilities u  Oversees the effectiveness of the Company’s cybersecurity programs and its practices for identifying, assessing, and mitigating cybersecurity risks; uReviews the Company’s controls to prevent, detect, and respond to cyberattacks and breaches involving GM’s electronic information, intellectual property, sensitive data, connected products, and the connected ecosystem; u  Oversees management’s implementation of cybersecurity programs and risk policies and procedures and management’s actions to safeguard their effectiveness; and u  Evaluates the Company’s cyber crisis preparedness, incident response plans, and disaster recovery capabilities. 24 Recent Activities and Key Focus Areas Conducted competitive request for proposal process to select the Company’s new independent auditor, Ernst & Young LLP Examined the impact of the enactment of U.S. tax reform legislation Prepared for adoption of new revenue recognition standard Reviewed internal controls over financial reporting to maintain world-class control environment Recent Activities and Key Focus Areas Evaluated GM’s key cybersecurity risks and enterprise and product cybersecurity programs Approved ransomware policy and countermeasures Oversaw management’s optimization of GM’s cybersecurity function CORPORATE GOVERNANCE Carol M. Stephenson,     Chair Members: Carol M. Stephenson (Chair), Joseph Jimenez, James J. Mulva, and Patricia F. Russo Meetings held in 2017: 6 James J. Mulva,     Chair Members:James J. Mulva (Chair), Jane L. Mendillo, Patricia F. Russo, and Thomas M. Schoewe Meetings held in 2017: 4 Key Responsibilities u  Oversees the Company’s executive compensation policies, practices, and programs; u  Reviews and approves corporate goals and objectives for compensation, evaluates performance (along with the full Board), and determines compensation levels for the Chairman and CEO; u  Reviews and approves compensation of NEOs, executive officers, and other senior leaders under its purview; u  OverseesReviews compensation policies and practices so that the plans do not encourage unnecessary or excessive risks; and u  OverseesReviews the Company’s compensation policies and practices that promote diversity and inclusion.   The Board has determined that all members of the Executive Compensation Committee meet heightened independence and qualification criteria in accordance with NYSE listing standards and SEC rules. The Compensation Committee’s charter permits the Committee to delegate its authority to members of management and also form and delegate authority to subcommittees consisting of one or more members when it deems it appropriate.   Recent Activities and Key Focus Areas u  Conducted a competitive process for the selection of the Company’s new compensation consultant, Frederic W. Cook & Co. u  Performed an in-depth review and analysis of GM’s incentive compensation plans, adding performance caps to GM’s LTIP in order to further align interests with those of our shareholders 19 CORPORATE GOVERNANCE FINANCE GOVERNANCE AND CORPORATE RESPONSIBILITY Joseph Jimenez, Chair Members: Joseph Jimenez (Chair), Wesley G. Bush, Jane L. Mendillo, Patricia F. Russo, and Thomas M. Schoewe Meetings held in 2019: 4     Patricia F. Russo, Chair Members: Patricia F. Russo (Chair), Jane L. Mendillo, Theodore Solso, and Carol M. Stephenson Meetings held in 2019: 4 Key Responsibilities u  Assists the Board in its oversight ofReviews financial policies, strategies, and capital structure; u  Reviews the Company’s cash management as well aspolicies and proposed capital plans, capital expenditures, dividend actions, stock splits and repurchases,repurchase programs, issuances of debt or equity securities, and credit facility and other borrowings; u  Reviews any significant financial exposures and contingent liabilities of the Company,risks, including foreign exchange, interest rate, and commodities exposures, and the use of derivatives to hedge those exposures; and u  Reviews the regulatory compliance, administration, financing, investment performance, risk and liability profile, and funding of the Company’s U.S. pension obligations.   Recent Activities and Key Focus Areas u  Oversaw $1.2 billion fundraising effort by Cruise, including a $0.7 billion investment by GM u  Monitored efforts to create structural cost savings and increased focus on cash flow u  Monitored GM’s disciplined Capital Allocation Strategy, particularly in response to the 2019 labor disruption   25 Recent Activities and Key Focus Areas Modified GM’s long-term and short-term incentive compensation plans to incorporate shareholder feedback and current best practices Enhanced focus on sustainability in compensation decisions following shareholder feedback Shareholder engagement designed to solicit continued input on GM’s compensation structure Recent Activities and Key Focus Areas Continued to oversee GM’s Capital Allocation Strategy, including management’s decisions to exit GM Europe as well as franchises in South Africa and East Africa and to discontinue retail sales in India Adopted enhanced cash management policies to optimize utilization of GM’s liquidity Monitored continued efforts to deliver world-class cost performance Oversaw GM Financial’s continued execution of its full captive strategy CORPORATE GOVERNANCE Patricia F. Russo,     Chair   Members: Patricia F. Russo (Chair), Joseph Jimenez, and Carol M. Stephenson Meetings held in 2017: 6 Adm. Michael G. Mullen,  Chair Members: Michael G. Mullen (Chair), Linda R. Gooden, James J. Mulva, and Thomas M. Schoewe Meetings held in 2017: 4 Key Responsibilities u  Reviews the Company’s corporate governance framework, including all significant governance policies and procedures; u  OverseesMonitors Company policies and strategies related to corporate responsibility, sustainability, and political contributions;contributions and lobbying activities; u  Reviews the appropriate composition of the Board and recommends director nominees; u  OverseesMonitors the self-evaluation process of the Board and Committees; u  Recommends compensation ofnon-employee directors to the Board; and u  Reviews and approves related party transactions and any potential Board conflicts of interest, as applicable.   Recent Activities and Key Focus Areas u  Guided management through the adoption of the Company’s first virtual annual meeting u  Reviewed the Company’s ESG strategy, with a broader focus on corporate purpose and culture and how those attributes align with the Company’s corporate strategy u  Approved amendments to the General Motors Deferred Compensation Plan for Non-Employee Directors to align with changed practices and changes in tax law u  Revised process for Board and Committee evaluations to improve the quality of feedback and enhance transparency to shareholders 20 CORPORATE GOVERNANCE RISK AND CYBERSECURITY EXECUTIVE Linda R. Gooden, Chair Members: Linda R. Gooden (Chair), Joseph Jimenez, Judith A. Miscik, Thomas M. Schoewe, and Devin Wenig Meetings held in 2019: 4     Mary T. Barra, Chair Members: Mary T. Barra (Chair), Theodore Solso, Linda R. Gooden, Joseph Jimenez, Patricia F. Russo, Thomas M. Schoewe, and Carol M. Stephenson Meetings held in 2019: 0 Key Responsibilities u  Assists the Board in its oversight ofReviews the Company’s key strategic, enterprise, and cybersecurity risks; u  Reviews privacy risk, management frameworkincluding potential impact to the Company’s employees, customers, and practices;stakeholders; u  Reviews the Company’s risk culture, including open risk discussionsmanagement framework and the integrationmanagement’s implementation of risk management into the Company’s behaviors, decision making,policies, procedures, and processes;governance to assess their effectiveness; u  Reviews management’s evaluation of strategic and operating risks, including risk concentrations, mitigating measures, and the types and levels of risk that are acceptable in the pursuit and protection of shareholder value; and u  Reviews the impactCompany’s risk culture, including the integration of risk management into the Company’s programsbehaviors, decision making, and practices regarding vehicleprocesses. Recent Activities and workplace safety; andKey Focus Areas u  ReviewsReviewed the results of the annual enterprise risk assessment, including the relationships between the 2020 enterprise risks relatedand those risks that were more likely to the Company’s public policy positions in the United States and internationally.influence or trigger others u  Monitored compliance with California Consumer Privacy Act EXECUTIVE u  Reviewed GM’s information security program, which seeks to secure a complex, global IT ecosystem that collectively support’s GM’s global environment   Your Board has an Executive Committee composed of the Chairman and CEO, the Independent Lead Director, and the Chairs of ourall other standing Committees. The Executive Committee is chaired by Ms. Barra, and empowered toit can act on certain limited matters for the full Board in intervals between Board meetings withof the exception of certain matters that the Board has not delegated.Board. The Executive Committee meets as necessary, and all actions by the Executive Committee are reported and ratified at the next succeeding Board meeting. The Executive Committee did not meet in 2017. 26 Recent Activities and Key Focus Areas Continued board succession planning with recruitment of Devin N. Wenig, who brings key technology and consumer-facing expertise to complement the Board’s current mix of skills and capabilities, which will help the Company compete in a rapidly changing industry Managed Director-Shareholder engagement program that facilitated important feedback to the Board Oversaw ESG strategy to improve GM third-party rankings and performance Reviewed U.S. corporate political contributions as well as GM PAC contributions and expenditures. Recent Activities and Key Focus Areas Reinforced enterprise-wide objective of best-in-class workplace safety Conducted review of key strategic and cross-functional risks, including vehicle safety; emissions and fuel economy compliance; global product portfolio; product quality; and workplace culture Evaluated key public policy, geopolitical, and region-specific risks and reviewed mitigating actions taken by management to protect shareholder value Reviewed results of the annual enterprise risk assessment, including determination of enterprise risk focus for 2018 CORPORATE GOVERNANCE Access to Outside Advisors The Board and each Board Committee can select and retain the services of outside advisors at the Company’s expense. Board and Committee Meetings and Attendance In 2017, your Board held a total of 10 meetings, and average director attendance at Board and Committee meetings was 97%. Each director standing forre-election attended at least 90% of the total meetings of the Board and Committees on which he or she served in 2017. Directors are expected to attend our Annual Meeting of shareholders, which is held in conjunction with a regularly scheduled Board meeting. All directors in office at such time attended the 2017 Annual Meeting. Board and Committee Oversight of Risk Your Board has the overall responsibility for risk oversight, with a focus on the most significant risks facing the Company. Effective risk management is the responsibility of the CEO and other members of management, specifically the Senior Leadership Team. As part of the risk management process, each of the Company’s business units and functions is responsible for identifying risks that could affect the achievement of business goals and strategies, assessing the likelihood and potential impact of significant risks, and prioritizing the risks and actions to be taken to mitigate such risks, as appropriate. Your Board implements its risk oversight function both as a whole and through delegation to Board Committees, particularly the Risk Committee. The Board receives regular reports from management on particular risks within the Company, through review of the Company’s strategic plan and through regular communication with its Committees. Management provides comprehensive reports to the Risk Committee on the key strategic, operating, vehicle, and workplace safety, financial, and compliance risks facing the Company, including management’s response to managing and mitigating such risks, as appropriate. The Company’s Chief Compliance Officer also regularly reports to the Audit Committee. The Chair of the Risk Committee coordinates with the Chairs of the other Board Committees in their review of the Company risks that have been delegated to these Committees to support them in coordinating the relationship between risk management policies and practices and their respective oversight accountabilities. Each of the other Board Committees, which meet regularly and report back to the Board, is responsible for oversight of risk management practices for categories of risks relevant to its functions. Your Board believes that its structure for risk oversight provides for open communication between management and the Board and its Committees, which effectively supports management’s enterprise risk management programs. In addition, strong independent directors chair the Committees involved in risk oversight, and all directors are involved in the risk assessment and ongoing risk reviews.       2721   CORPORATE GOVERNANCE     Board and Committee Oversight of Risk u Role of the Board of Directors The Board of Directors has overall responsibility for risk oversight and focuses on the most significant risks facing the Company. The Board discharges its risk oversight responsibilities, in part, through delegation to its Committees. The Company’s risk governance is facilitated through a top-down and bottom-up communication structure, with the tone established at the top by Ms. Barra, our Chairman and CEO, who is also our Chief Risk Officer, and other members of management, specifically the Senior Leadership Team. The Senior Leadership Team also utilizes our Risk Advisory Council, an executive-level body with delegates from each business unit and function, to discuss and monitor the most significant enterprise risks in a cross-functional setting. They are tasked with championing risk management practices and integrating them into their functional or regional business units. Top-Down and Bottom-Up Risk Oversight Communication Structure 22 CORPORATE GOVERNANCE u Role of the Board Committees Each of the Board’s Committees has a critical role to play in the overall execution of the Board’s risk oversight duties. The Board delegates oversight for certain risks to each Committee based on the risk categories relevant to the subject matter of the Committee. The Chair of the Risk and Cybersecurity Committee coordinates with the Chairs of the other Committees to support them in managing the relationship between risk management policies and practices and their respective oversight responsibilities. The Risk and Cybersecurity Committee also assists the Board by monitoring the overall effectiveness of the Company’s risk management framework and processes. Below is a summary of the key risk oversight responsibilities that the Board has delegated to the Committees. RISK AND CYBERSECURITY AUDIT FINANCE u  Oversees risks related to the Company’s key strategic, enterprise, and cybersecurity risks, including workplace and product safety and privacy u  Oversees risks related to financial reporting, internal controls, or auditing matters u  Oversees risk related to legal, regulatory, and compliance programs u  Oversees significant financial exposures and contingent liabilities of the Company u  Oversees regulatory compliance of employee defined benefits plans   GOVERNANCE AND CORPORATE     RESPONSIBILITY   EXECUTIVE COMPENSATION u  Oversees risks related to public policy and political activities u  Oversees risks related to director independence and related party transactions u  Oversees risks related to the sustainability of our operations and products u  Oversees risks related to executive and employee compensation plans, including by designing compensation plans that promote prudent risk management u Annual Risk Assessment The Company’s Strategic Risk Management team conducts an annual risk assessment designed to prioritize GM’s most significant enterprise risks. The Risk and Cybersecurity Committee reviews this assessment and helps management focus on and select the key risks that should be brought to the Board and the other Committees. Below are certain of the key enterprise risks that the Board and management have identified for 2020. Talent Customer Experience Supply Chain Disruptions Privacy Manufacturing Disruptions Workplace Safety and Health Vehicle Safety Shifting Trade and Government Policies Economic Fluctuations Cybersecurity 23 CORPORATE GOVERNANCE SPOTLIGHT: CYBERSECURITY AND PRIVACY RISK OVERSIGHT CLIMATE CHANGE RISK OVERSIGHT The Risk and Cybersecurity Committee works closely with management and the other Committees to manage GM’s cybersecurity and data privacy risks. Cybersecurity At each meeting, the Risk and Cybersecurity Committee reviews management’s Cybersecurity Risk Scorecard, which measures the maturity of GM’s domain security programs, and discusses various cybersecurity topics. The Risk and Cybersecurity Committee also receives intelligence briefings on notable cyber events impacting the industry. The briefings summarize the vulnerabilities that led to the event, provide insight into what happened, and highlight learnings that GM can leverage in the future. GM’s Global Cybersecurity organization is a virtual alignment of cybersecurity domains across functions and business units that enables the Company to leverage both business and technical experts to accelerate the development and execution of security solutions. In recent years, GM has invested heavily in cybersecurity, including through the hiring of nearly 500 employees. These employees have diverse skillsets and include pen-testers, cryptologists, mathematicians, data analysts, program managers, and “true hackers.” Privacy In recent years, GM’s Strategic Risk Management team determined that privacy risks were increasing in significance due to the enactment of new and more stringent U.S. and global regulations on the use and protection of personal information. Accordingly, the Risk and Cybersecurity Committee has taken steps to continue to enhance its oversight on GM’s data privacy policies and practices. The Committee’s charter makes it clear that the Committee is responsible for overseeing GM’s privacy risks relating to the Company’s employees, customers, and stakeholders. The Committee also devotes portions of its meetings to discuss critical privacy issues with management, including GM’s processes and policies designed to ensure compliance with the California Consumer Privacy Act. GM takes the challenge of climate change seriously and recognizes the role of the transportation sector in contributing to global greenhouse gas emissions. Governance The Board is committed to overseeing the Company’s integration of ESG principles throughout the enterprise. GM is fortunate that several of its Board members have extensive business experience in managing ESG- and climate-related issues, such as transitioning from high- to low-carbon-emitting technologies and managing environmental impacts within the supply chain. The Board has been actively involved in shaping GM’s EV strategy, which has led to the development of our third-generation global EV platform powered by our proprietary Ultium battery system. This highly flexible platform will support vehicles ranging from affordable cars and crossovers to luxury SUVs and pickup trucks, effectively competing for nearly every customer in the market. Risk Management and Scenario Planning Climate change has been incorporated into GM’s enterprise risk management process. This designation ensures that these issues are at the forefront of daily decision making and that we manage them at the highest levels of the organization. As an example, a cross-functional climate change workshop helped us assess the risks, challenges, and opportunities associated with various two-degree warming scenarios. The workshop consisted of a three-step process including exploring uncertainties and defining success in the future world; answering questions to shape each scenario; and performing an analysis to determine what GM should be doing now to influence its future. This exercise helped clarify risks but also highlighted opportunities. Above all, it underscored the reality that the need to limit global warming is influencing consumer choices and brand perception today. 24 CORPORATE GOVERNANCE Succession PlanningYour Board’s Governance Policies and Leadership DevelopmentPractices   u Code of Business Conduct and Ethics: “Winning with Integrity” OneThe Board is committed to the highest legal and ethical standards in fulfilling its responsibilities. We have adopted a code of your Board’s primarybusiness conduct and ethics, “Winning with Integrity,” that applies to our directors, officers, and employees. This Code of Conduct forms the foundation for compliance with corporate policies and procedures and creates a Company-wide focus on uncompromising integrity in every aspect of our operations. It embodies our expectations for a number of topics, including workplace and vehicle safety, conflicts of interest, protection of confidential information, insider trading, competition and fair dealing, human rights, community involvement and corporate citizenship, political activities and lobbying, preservation and use of Company assets, and compliance with all laws and regulations applicable to the conduct of our business. Employees are expected to report any conduct that they believe in good faith to be an actual or apparent violation of our Code of Conduct. u Corporate Governance Guidelines Our Corporate Governance Guidelines form a transparent framework for the effective governance of the Company. The Corporate Governance Guidelines address matters such as the respective roles and responsibilities is to overseeof the development of appropriate executive-level talent to successfully execute GM’s strategy. Management succession is regularly discussed by the directors with the CEOBoard and duringmanagement, the Board’s executive sessions.leadership structure, the responsibilities of the Independent Lead Director, director independence, the Board membership criteria, Board Committees, and Board and CEO evaluation. The Governance Committee regularly reviews the Corporate Governance Guidelines and periodically recommends to your Board reviews candidates for all senior executive positionsthe adoption of amendments in response to confirm that qualified successor-candidates are available for all positionschanging regulations, evolving best practices, and that development plans are being utilized to strengthen the skillsshareholder concerns. For a summary of our corporate governance best practices, please see “Shareholder Protections and qualificationsGovernance Best Practices” on page 28 of successor-candidates. this Proxy Statement. u CEO Succession Planning Our Independent Lead Director oversees the process for CEO succession planning process and leads, at least annually, the Board’s discussion of CEO succession planning. Our CEO provides the Board with recommendations for and evaluations of potential CEO successors and reviews with the Board development plans for these successors. Directors engage with potential CEO and senior management talent at Board and Committee meetings and in less formal settings to enable directors to personally assess candidates. The Board reviews management succession in the ordinary course of business as well as contingency planning in the event of an emergency or unanticipated event.     u Board and Committee Evaluations The Governance Committee periodically reviews the form and process for Board and Committee Evaluations The Boardself-evaluations. In 2019, following extensive benchmarking, engagement with shareholders, interviewing third-party facilitators, and each Committee conducts an annual self-evaluation to assess effectiveness and consider opportunities for improvement. As part of the evaluation process, each director completes a written questionnaire and is also interviewed by the Chairman and, if requested or needed, the Independent Lead Director. The results of the written questionnaires are compiled anonymously by the Corporate Secretary in the form of summaries for the full Board and each Committee. The feedback received from the questionnaires and interviews is reviewed and discussed by the Governance Committee (as it relates to bothinternal discussion, the Board and all Committees) and each other Committee (as it relates to such Committee). Following review and discussion byapproved, based on the Committees, the Chairman and the Chairrecommendation of the Governance Committee, summarizechanges to its self-evaluation process. Beginning in 2020, the results ofBoard and its Committees will observe the evaluations and reportfollowing self-evaluation process: Throughout the process, directors have ample opportunity to the full Board for discussion and any action items. In addition, the Chairman and, if applicable, the Independent Lead Director, provide feedback from theon individual director interviews to the full Board. Matters considered in evaluations include the following:performance.   u The effectiveness of the Board’s leadership and Committee structure; u Board and Committee skills, composition, and diversity and Board succession planning; u Board and Committee culture and dynamics, including the effectiveness of discussion and debate at Board and Committee meetings;   u The quality of Board and Committee agendas and the appropriate Board and Committee priorities; u Dynamics between the Board and management, including the quality of management presentations and information provided to the Board and Committees; and u The contributions and performance of individual directors, including the Chairman, Independent Lead Director, and Committee Chairs. 25   OUR NEW CYBERSECURITY COMMITTEE Your Board recognizes that cybersecurity is critical to GM’s operations – particularly as management continues to execute on its future mobility strategies, such as self-driving vehicles and connected-vehicle technology. GM must ensure that customer and other sensitive data is secure and take proactive steps to protect its products and intellectual property against cyberattacks. In 2017, your Board created a standalone Cybersecurity Committee to enhance its oversight of these cyber risks. Your Board tasked this new Committee with several key risk oversight responsibilities related to the Company’s cybersecurity programs, including oversight of the: practices, procedures, and controls management uses to identify, assess, and manage its key cybersecurity programs and risks; protection of the confidentiality, integrity, and availability of sensitive information, intellectual property, and GM customer data; anDd security of GM products. Your Board believes the Cybersecurity Committee will be a critical asset as cybersecurity becomes increasingly important to GM. 28 CORPORATE GOVERNANCE     Annual EvaluationThe Board is committed to incorporating feedback from its self-evaluations. Recent examples of CEOchanges to practice, include:   The CEO reports annuallyConducting bi-annual “Next Generation Lunches” with emerging leaders of the Company to assess talent and cultural change. Meeting with dealers to understand concerns and strategize about opportunities to create a better customer experience. Combining the Risk and Cybersecurity Committees to create more efficient meeting cycles and allow for broader discussions about risk management. Enhancing pre-read and meeting presentation materials to allow for more discussion during meetings. Changing the Board’s Self-Evaluation Process to make it more efficient and collaborative. u Annual Evaluation of CEO Each year, the Board regarding achievement of previously established goals and objectives.reviews the CEO’s performance against her annual strategic goals. Thenon-management directors, meeting separately in executive session, annually conduct a formal evaluation of the CEO, which is communicated to the CEO by the Independent Lead Director. The evaluation is based on both objective and subjective criteria, including, but not limited to: the Company’s financial performance,performance; accomplishment of ongoing initiatives in initiatives in furtherance of the Company’s long-term strategic objectives,objectives; and development of the Company’s top management team. The results of the evaluation are considered by the Compensation Committee in its deliberations when determining the compensation of the CEO as further described in the “Executive Compensation” on page 35.52 of this Proxy Statement.     u Director Orientation and Continuing Education   All new directors participate in the Company’s director orientation program, which generally commences promptly after the meeting at which a new director is elected. The Governance Committee oversees this orientation program to on-board new directors through a review of background material and meetings with senior management. The orientation also includes tours of GM plant(s), the Design Studio at the Warren Technical Center, dealer visits and/or auto show events.program. The orientation enables new directors to become familiar with the Company’s business and strategic plans; significant financial matters; core values, including ethics,ethics; compliance programs, andprograms; corporate governance practices; and other key policies and practices, including, but not limited to, sustainability, vehicle and workplace safety, public policy and governance relations, risk management, and investor relations.practices. Continuing education opportunities are provided to keep directors updated with information about the Company and its strategy, operations, products, and other matters relevant to Board service. Board members are encouraged to visit GM facilities and dealers and attend auto shows and other key corporate and industry events to enhance their understanding of the Company and its competitors in the auto industry. In addition, all directors are encouraged to attend, at our expense, director continuing education programs sponsored by governance organizations and other institutions.     Director Service on Other Public Company Boards u Director Service on Other Public Company Boards   The Board recognizes that service on other public company boards provides directors valuable governance and leadership experience that benefits the Company. The Board also believes, however, that it is critical that directors dedicate sufficient time to their service on the Company’s Board. Directors are expected to advise the Chairman, of the Board, Independent Lead Director, or Chair of the Governance Committee in advance of accepting 26 CORPORATE GOVERNANCE an invitation to serve on another board of directors or any audit committee of another public company board. This provides an opportunityallows the Governance Committee to assess the impact of joining another board based on various factors relevant to the specific situation, including the nature and extent of a director’s other professional obligations and the time commitment attendant to the new position. Directors who are engaged in active, full-time employment, for example, wouldcould have less time to devote to Board service than a director whose principal occupation is serving on boards. Our Corporate Governance Guidelines provide that without obtaining the approval of the Board: u   A director may not serve on the boards of more than four other public companies (excluding nonprofits and subsidiaries); and.   u   No member of the Audit Committee may serve on more than two other public company audit committees. All directors are in compliance with this policy. In general, senior members of management may not serve on the board of more than one other public company orfor-profit entity and must obtain the approval of the Governance Committee prior to accepting an invitation to serve on an outside board. All directors and senior members of management are in compliance with this policy.     u Compensation Committee Interlocks and Insider Participation Mses. Stephenson and Russo and Messrs. Bush, Jimenez, and Mulva (until May 2019) served on the Compensation Committee Interlocks and Insider Participation During 2017, and asin 2019. As of the date of this Proxy Statement, none of the members of the Compensation Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation Committee or Board. Shareholder Engagement Members of the Board and senior management routinely engage with shareholders and stakeholders. These engagements help the Board and management gain feedback on a variety of Directors.topics, including strategic and financial performance, operations, products, executive compensation, and Board composition and leadership structure, as well as on important environmental and social issues. The constructive insights, experiences, and ideas exchanged during these engagements have helped your Board evaluate and assess key initiatives during the Company’s ongoing transition to an all-electric future. In 2019, members of the Board and senior management engaged with shareholders representing approximately 50 percent of GM’s outstanding shares of common stock. Recent engagements have included: u Presentations by two of our largest shareholders at a Board meeting; u Capital Markets Day and EV Week; and u Shareholder visits to our Battery Lab and EV assembly plant. See page 40 of this Proxy Statement for feedback and actions taken related to GM’s Executive Compensation program.       2927   CORPORATE GOVERNANCE     Shareholder Engagement A priority for the Board is to meet withProtections and hear from shareholders. This dialogue helps the Board and the senior management team gain feedback on a variety of topics, including strategic and financial performance, operations, products, executive compensation, Board composition, and leadership structure as well as important environmental and social issues. The constructive insights, experiences, and ideas exchanged during these engagements enable your Board to further evaluate and assess key initiatives from different perspectives and viewpoints. DIRECTOR-SHAREHOLDER ENGAGEMENT POLICY (adopted in 2016) u Frequent and recurring proactive and reactive engagement sessions with our largest shareholders u Shareholders and analysts invited to Board meetings on an annual basis During 2017, members of the Board, including our Independent Lead Director, metin-person with shareholders representing approximately 25% of shares outstanding. During 2017, one or more members of management were involved in more than 75in-person and telephonic meetings on these topics with investors representing more than 45% of shares outstanding. The common themes we heard in 2017 that led to boardroom discussion and action included the following: Message Actions Received positive feedback regarding the quality and diversity of the Board. See pages 7–9 for additional information on why we have the right Board at the right time for GM. Encouraged to enhance our Audit Committee report in the Proxy Statement. See page 70 for the 2017 audit committee report. Encouraged to enhance transparency about the Board’s role in overseeing cybersecurity. See pages 27–28 for insights on the Board’s new Cybersecurity Committee. Encouraged to include safety and ESG/ sustainability metrics in executive compensation decisions. See page 6 for insights into sustainability commitments and performance and pages 48–51 for achievements by our key executives. Find more online. Instructions on contacting our Board of Directors is available on our website at:gm.com/investors/corporate-governance. Shareholder ProtectionsGovernance Best Practices Your Board is committed to governance structures and practices that increaseprotect shareholder value and protect important shareholder rights. OurThe Governance Committee regularly reviews these structures and practices, which include the following:   u Supermajority of independent directors serving on the Board, with all standing committees (except the Executive Committee) composed entirely of independent directors;   u Annual election of all directors; u One-share,one-vote standard; u Majority voting standard for the election of directors in uncontested elections (plurality voting standard in contested elections), coupled with a director resignation policy; u Shareholder right to call for a special meeting; u Proxy access permitting a shareholder, or a group of up to 20 shareholders owning at least 3% of the Company’s outstanding voting shares continuously for at least three years, to nominate and include in the Company’s proxy materials director nominees (two individuals or 20% of the Board, whichever is greater);   u   No poison pill;Corporate Political Contributions and Lobbying Expenditures   u Executive sessions without management present; We participate in the political process to help shape public policy and address legislation that impacts GM, our industry, and our shareholders and other stakeholders. GM has supported and will continue to support public policies that drive the achievement of our long-term, sustainable growth. To guide our activities, the Board has adopted a U.S. Corporate Political Contributions and Expenditures Policy (“Political Contributions Policy”). The Governance Committee oversees the Political Contributions Policy and annually reviews the Company’s engagement in the public policy process. The Governance Committee also annually reviews all corporate political contributions, reviews GM Political Action Committee contributions and expenditures (which are funded entirely by voluntary employee contributions) and the process by which they are made and receives multiple updates each year regarding the Company’s lobbying expenditures. The Board also receives a monthly report on the most pressing public policy issues. It uses this report to continuously assess which issues are important to the Company’s long-term interests and which organizations the Company is working with to advance those interests. u Director-Shareholder Engagement Policy that contemplates proactive and productive engagement with shareholders.     3028   CORPORATE GOVERNANCE     Certain Relationships and Related Party Transactions Our codeCode of business conduct and ethics, “Winning with Integrity,”Conduct requires all of our employees and directors to avoid any activity that is in conflict with our business interests. In addition, your Board has adopted a written policy regarding the review and approval or ratification of “related party transactions.”transactions” (the “Related Party Transactions Policy”). Under the Related Party Transactions Policy, which is administered by our Governance Committee, directors and executive officers must report any potential related party transactions (including transactions involving immediate family members of directors and executive officers) to the General Counsel or Corporate Secretary to determine whether the transaction constitutes a related party transaction. If any member of the Governance Committee has a potential interest in any related party transaction, such member will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction. For purposes of our Related Party Transactions Policy, a related party transaction includes transactions in which our Company (or a subsidiary), 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, shareholders beneficially owning more than 5% of the Company’s voting securities, and the immediate family members of these individuals. Once a related party transaction has been identified, the Governance Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction. As required under SEC rules, we disclose all related party transactions annually in our Proxy Statement. Find more online. Our Related Party Transactions Policy is available on our website at:gm.com/investors/corporate-governance.   u   Factors Used in Assessing Related Party Transactions   u uWhether the terms of the related party transaction are fair to the Company and on the same basis as if the transaction had occurred on an arms-length basis;   u Whether there are any compelling business reasons for the Company to enter into the related party transaction and the nature of alternative transactions, if any;   u Whether the related party transaction would impair the independence of an otherwise independent director; u   uWhether the Company was notified about the related party transaction before its commencement, and if not, why preapproval was not sought and whether subsequent ratification would be detrimental to the Company; and   u Whether the related party transaction would present an improper conflict of interest for any director or executive officer of the Company, taking into account the specific facts and circumstances of such transaction. Any memberIn 2019, the son of Craig Glidden, employed by Cruise as a Manager, Reliability and Lifecycle Planning, had a salary and bonus in excess of $120,000; and two holders of 5% or more 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. As required under SEC rules, we will disclose all related party transactions in our Proxy Statement. The son of John Quattrone, our former Senior Vice President, Global Human Resources, is employed by the Company in anon-executive position and in 2017 received compensation of approximately $133,000 and customary Company benefits. His total compensation is similar to the total compensation provided to other employees of the same level with similar responsibilities. The terms of his employment with GM were approved by the Governance Committee pursuant to the Company’s Related Party Transactions Policy. On March 2, 2018, we repurchased 2,518,257 shares of our common stock from the UAW Retiree Medical Benefits Trust (the “VEBA Trust”), a greater than 5% beneficial owner of GM’s common stock, at a cash price of $39.71 per share, for a total consideration of $100 million (the “Repurchase”). The price paid in the Repurchase represented a 1% discount over the closing price of our common stock on the day the Repurchase was announced. The Repurchase was made pursuant– BlackRock and Vanguard – provided investment management services to our previously authorized stock repurchase program and was approved by the Board pursuant to the Company’s Related Party Transactions Policy.Company-sponsored pension plans.   29 SPOTLIGHT ON KEY ESG INITIATIVES Environmental & Sustainability Highlights   30 SPOTLIGHT ON KEY ESG INITIATIVES Creating a Workplace of Choice Our work is personal and tied to a greater mission - and that’s to move humanity forward. We know we have the capability, talent, and the technology to realize a safer, better, more sustainable world for everyone, which starts and ends with our workforce. To remain competitive, GM must continue to attract and retain the brightest talent around the world. We are working hard to build an inclusive and unified workforce – a true Workplace of Choice. Today, we compete for talent against not just other automotive companies, but, increasingly, sophisticated technology companies. We strive to build our workforce across various key dimensions, including teamwork, fairness, trust, growth, commitment, recognition, and impact. u Key Workforce Priorities u Talent Acquisition: Hiring and retaining top talent. u Talent Engagement: Creating a positive work environment and a place where employees feel inspired to do their best work and feel valued for doing it. u Talent Development: Increasing the number and variety of career resources available to employees. u Wellness and Benefits: Providing benefits that help employees balance their jobs with other aspects of their lives: a living wage; quality health care; 401K plans with matching programs; paid time off for vacations, illness, parental, and military leave; health and well-being programs; and a focus on accomplishing work-related tasks rather than spending a certain number of hours in the office. u Labor Relations: Respecting our employees’ right to freedom of association in all countries and complying with our obligation to satisfy all local labor laws and regulations. u Diversity and Inclusion An integral part of GM’s mission to build a Workplace of Choice is creating an inclusive culture that welcomes and celebrates diversity. Our path to innovation starts and ends with our employees, who are fundamental to the vibrancy and success of our company. Everything we accomplish depends on their abilities and engagement. This is why we have established employee development programs that address both individual and business needs, as well as effective recruitment programs that reach out to diverse populations. In particular, GM has long been a global leader in advocating for women’s equality in the workplace, with women in approximately 34 percent of our top management positions. GM is currently the only company among the Fortune 20 that has both a female CEO and CFO.     31   SPOTLIGHT ON KEY ESG INITIATIVES Responsible Sourcing At GM, we recognize that our impact goes beyond our walls to include our entire value chain, of which suppliers make up a significant part. As a result, we seek to partner with suppliers who share our purpose and values. u Holding Our Suppliers Accountable Our Supplier Code of Conduct and supplier contracts set forth expectations for ethical social, business, and environmental practices; and our major suppliers must certify compliance. Beyond our Supplier Code of Conduct, we outline our expectations for supplier conduct in purchase contract terms and conditions. These clearly state our prohibition against any use of child labor or any other form of forced or involuntary labor, abusive treatment of employees, or corrupt business practices in the supplying of goods and services to us. Furthermore, our contracts lay out expectations for lawful compliance with data protection and privacy; wages; hours and conditions of employment; subcontractor selection; anti-discrimination; occupational health/safety, and motor vehicle safety. By choosing to do business with GM, our suppliers accept our terms and conditions, and for our largest suppliers we also expect that they certify compliance with laws in the provisions of our contract. Additionally, we provide our suppliers with access to the same communication tools—the AwareLine, Speak Up For Safety, Global Response Incident Reporting and others—that our own employees use to raise concerns. We also hold various webinars and provide external training to improve supplier operations, primarily in the areas of environmental management, workplace conditions, ethics, and human rights. 32 SECURITY OWNERSHIP INFORMATION Security Ownership of Directors, Named Executive Officers, and Certain Other Beneficial Owners The following table and accompanying footnotes show information regarding the beneficial ownership as of April 1, 2018, of ourGM’s issued and outstanding common stock by (i) each director, each NEO,of our directors and NEOs, and all directors and executive officers as a group, is showneach as of April 1, 2020, and (ii) each person known by us to beneficially own more than 5% of the issued and outstanding common stock as of the dates indicated in the following tables, as well as ownership of DSUs and Deferred Salary Stock Units. Each of the individuals listed in the following tables owns less than 1% of the outstanding shares of our common stock; all directors and officers as a group own less than 1% of the outstanding shares. None of the shares shown in the following tables as beneficially owned byfootnotes. All directors and executive officers have sole voting and dispositive power over the shares. The Percentage of Outstanding Shares is hedged or pledgedbased on 1,432,276,664 shares issued and outstanding as security for any obligation.of April 1, 2020.       Name    Shares of Common Stock Beneficially Owned        Percentage of Outstanding Shares   Non-Employee Directors (1)                     Wesley G. Bush      10,000 (2)         *   Linda R. Gooden      1,000 (2)         *   Joseph Jimenez      32,330 (2)         *   Jane L. Mendillo      4,560 (2)         *   Judith A. Miscik      — (2)         *   Patricia F. Russo      12,300 (2)         *   Thomas M. Schoewe      22,005 (2)         *   Theodore M. Solso      6,561 (2)         *   Carol M. Stephenson      800 (2)         *   Devin N. Wenig      — (2)         *   Named Executive Officers (1)                     Mary T. Barra      4,996,409 (3)         *   Dhivya Suryadevara      305,733 (3)         *   Mark L. Reuss      792,865 (3)         *   Alan S. Batey(4)      556,701 (3)         *   Barry L. Engle II      432,218 (3)         *   Craig B. Glidden      634,134 (3)         *   All Directors and Executive Officers as a Group (21 persons, including the foregoing)      9,303,394 (3)         *   Certain Other Beneficial Owners (5)                     The Vanguard Group(6)      102,990,145          7.2%   UAW Retiree Medical Benefits Trust(7)      100,150,000          7.0%   BlackRock, Inc.(8)**      99,328,603          6.9%   Capital World Investors(9)**      94,227,194          6.6%   Berkshire Hathaway Inc.(10)      75,000,000          5.2%   * Less than 1%. ** The Vanguard Group and BlackRock, Inc., provide investment management services to Company-sponsored pension plans. The total amount of the fees will fluctuate based on allocation decisions made by the applicable fiduciary. 33 Non-Employee DirectorsSECURITY OWNERSHIP INFORMATION     Director(1)    Shares of Common Stock Beneficially Owned          Deferred Share  Units(2)        Linda R. Gooden              1,000                      11,994            Joseph Jimenez              32,330                      21,248            Jane L. Mendillo              4,560                      12,607            Michael G. Mullen              750                      19,855            James J. Mulva              28,343                      45,774            Patricia F. Russo              12,300                      29,362            Thomas M. Schoewe              22,005                      25,081            Theodore M. Solso              5,000                      61,312            Carol M. Stephenson              800                      51,093            Devin N. Wenig        —          —      (1) c/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265.   (2) Represents theThese amounts represent common stock only and do not include DSUs, which are unit equivalents of our common stock, under the Director Compensation Plan described on page 18. Named Executive Officers and All Directors and Executive Officers as a Group         Beneficial Ownership             Name(1)    Shares of Common Stock Beneficially Owned          Right to Acquire(2)          Total Number of Shares       Mary T. Barra              696,981                      1,779,360                      2,476,341           Charles K. Stevens, III              102,741                        187,062                    289,803           Daniel Ammann              259,340                      668,306                      927,646           Mark L. Reuss              203,934                      67,771                      271,705           Alan S. Batey              138,067                      162,212                      300,279           Karl-Thomas Neumann              —                      —                      —           All Directors and Executive Officers as a Group (22 persons, including the foregoing)            1,856,101                3,600,787                5,456,888     (1) c/o General Motors Company, 300 Renaissance Center, Detroit, Michigan 48265.11 of this Proxy Statement. Directors hold the following number of DSUs: 7,131 DSUs for Mr. Bush; 21,510 DSUs for Ms. Gooden; 39,319 DSUs for Mr. Jimenez; 29,529 DSUs for Ms. Mendillo; 4,980 DSUs for Ms. Miscik; 42,851 DSUs for Ms. Russo; 35,147 DSUs for Mr. Schoewe; 87,951 DSUs for Mr. Solso; 67,898 DSUs for Ms. Stephenson; and 13,961 DSUs for Mr. Wenig.   (2)(3) IncludesThese amounts include shares that the named individual or group has the right to acquire through themay be acquired upon exercise of vested Stock Options and sharesstock options that the named individualare currently exercisable or group has the right to acquire through the vesting of restricted stock units and Stock Optionswill become exercisable within 60 days of April 1, 2018.2020, as follows: 3,688,080 shares for Ms. Barra; 279,195 shares for Ms. Suryadevara; 504,113 shares for Mr. Reuss; 408,575 shares for Mr. Batey; 311,510 shares for Mr. Engle; and 442,990 shares for Mr. Glidden.   32 (4) Mr. Batey retired from the Company effective March 1, 2020. SECURITY OWNERSHIP INFORMATION Certain Beneficial Owners The beneficial ownership as of April 1, 2018, of our common stock by each person or group of persons who is known to be the beneficial owner of more than 5% of our outstanding shares is shown in the following table. Name and Address of Beneficial Owner of Common Stock    Number of Shares(1)        Percent of Outstanding Shares       UAW Retiree Medical Benefits Trust, as advised by its fiduciary and investment advisor Brock Fiduciary Services LLC 200 Walker Street Detroit, MI 48207                100,150,000                      7.1     %      The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355                87,437,866                      6.2     %      BlackRock, Inc. 55 East 52nd Street New York, NY 10055                76,922,292                      5.5     %    (1)(5) Number of sharesThe Company is permitted to rely on the information reported by each beneficial owner in filings with the SEC. The Company is permitted to rely on the information set forth in these filingsSEC and has no reason to believe that the information is incomplete or inaccurate or that the beneficial owner should have filed an amended report and did not. Each beneficial owner reported as follows:   Entity/ Filing     Sole Voting Power       Shared Voting Power         Sole Dispositive Power         Shared Dispositive Power         UAW Retiree Medical Benefits Trust(a) (Form 4, filed Mar. 5, 2018)               —                   100,150,000                   —                   100,150,000         The Vanguard Group (Sch. 13G, filed Feb. 9, 2018)       1,806,486       293,363       85,419,593       2,018,273       BlackRock, Inc. (Sch. 13G, filed Feb. 8, 2018)           65,871,841             —             76,922,292             —     (6) Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 12, 2020, The Vanguard Group reported that it and its subsidiaries listed on Appendix A of Schedule 13G/A were the beneficial owners of 102,990,145 shares of GM’s outstanding common stock as of December 31, 2019. As of December 31, 2019, The Vanguard Group had the sole power to vote 1,881,783 shares; the sole power to dispose of 100,923,202 shares; the shared power to vote 356,496 shares; and the shared power to dispose of 2,066,943 shares. The address for The Vanguard Group is 100 Vanguard Boulevard, Malvern, Pennsylvania 19355.   (a)(7) Based solely on information set forth in a Schedule 13G/A filed with the SEC on August 22, 2019, the UAW Retiree Medical Benefits Trust, as advised by its fiduciary and investment advisor Brock Fiduciary Services LLC, and a Schedule 13G/A filed with the SEC on August 22, 2019, by Brock Capital Group LLC and Brock Fiduciary Services LLC, as of December 31, 2018, the UAW Retiree Medical Benefits Trust had shared voting and dispositive power of 100,150,000 shares of GM’s outstanding common stock. No sole voting and dispositive powers were reported. The address for the UAW Retiree Medical Benefits Trust is 200 Walker Street, Detroit, Michigan 48207. Pursuant to the Stockholders Agreement dated October 15, 2009, between the Company and the VEBAUAW Retiree Medical Benefits Trust, the VEBA Trust will vote its shares of our common stock on each matter presented to the shareholders at the Annual Meeting in the same proportionate manner as the holders of our common stock other than our directors and executive officers. The VEBA Trust will be subject to the terms of the Stockholders Agreement until it beneficially owns less than 2% of the shares of our common stock then issued and outstanding. Section 16(a) Beneficial Ownership Reporting Compliance Federal securities laws require that our directors and executive officers and shareholders that own more than 10% of our common stock report to the SEC and the Company certain changes in ownership and ownership information within specified periods. Based solely on a review of the reports furnished to us or filed with the SEC and upon information furnished by these people, we believe that during 2017 all of our directors and officers timely filed all reports they were required to file under Section 16(a) of the Securities Exchange Act of 1934.   (8) Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 5, 2020, Blackrock, Inc., reported that it and its subsidiaries listed on Exhibit A to Schedule 13G/A were the beneficial owners of 99,328,603 shares of GM’s outstanding common stock as of December 31, 2019. BlackRock reported having sole voting power for 87,229,425 shares and sole dispositive power of 99,328,603 shares. No shared voting or dispositive powers were reported. The address for BlackRock, Inc., is 55 East 52nd Street, New York, New York 10055.   (9) 33 Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2020, Capital World Investors reported that it is the beneficial owner of 94,227,194 shares of GM’s outstanding common stock as of December 31, 2019. Capital World Investors reported having sole voting power for 94,222,494 shares and sole dispositive power of 94,227,194 shares. No shared voting or dispositive powers were reported. Capital World Investors divisions of Capital Research and Management Company and Capital International Limited collectively provide investment management services under the name Capital World Investors. The address for Capital World Investors is 333 South Hope Street, Los Angeles, California 90071.   This page intentionally left blank. (10) Based solely on information set forth in a Schedule 13G/A filed with the SEC on February 14, 2020, Warren E. Buffett and Berkshire Hathaway Inc. and its subsidiaries listed on Exhibit A to Schedule 13G/A reported being the beneficial owners of 75,000,000 shares of GM’s outstanding common stock as of December 31, 2019, over which they had shared voting and dispositive power. No sole voting or dispositive power was reported. The address for Berkshire Hathaway Inc. is 3555 Farnam Street, Omaha, Nebraska 68131.   34   AUDIT COMMITTEE REPORT The Audit Committee (the “Committee”) of the Board of Directors of General Motors Company is a standing committee composed of five directors: Thomas M. Schoewe (Chair), Wesley G. Bush, Linda R. Gooden, Jane L. Mendillo, and Judith A. Miscik. Purpose The Committee’s core purpose is to assist the Board by providing oversight of: u The quality and integrity of GM’s financial statements; u GM’s compliance with legal and regulatory requirements; and u The qualifications and independence of GM’s external auditors and the performance of GM’s internal audit staff and external auditors. The Committee operates under a written charter adopted by the Committee and approved by the Board of Directors. The Committee’s charter is posted on our website at investor.gm.com/resources. The Committee’s charter is reviewed at least annually and updated as necessary to address changes in regulatory requirements, authoritative guidance, evolving oversight practices, and shareholder feedback. 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. EY 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. Required Disclosures In 2019, the Committee met six times and fulfilled all of its core charter obligations. Consistent with its charter responsibilities, the Committee met and held discussions with management and EY regarding the Company’s audited financial statements and internal controls for the year ended December 31, 2019. 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 EY and further discussed with EY the matters required to be discussed by the standards of the PCAOB. EY also provided to the Committee the written disclosures and the letter required by the applicable requirements of the PCAOB concerning independence, and the Committee discussed with EY the auditor’s independence. The Committee also considered and determined that the provision of non-audit services to GM is compatible with maintaining EY’s independence. The Committee concluded that EY was independent from the Company and management. 35 AUDIT COMMITTEE REPORT Recommendation Based upon the Committee’s discussions with management and EY as described in this report and the Committee’s review of the representation of management and the reports of EY 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, 2019, as filed with the U.S. Securities and Exchange Commission on February 5, 2020. Audit Committee Thomas M. Schoewe (Chair) Wesley G. Bush Linda R. Gooden Jane L. Mendillo Judith A. Miscik The preceding Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference 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. 36 EXECUTIVE COMPENSATION     Compensation Discussion and Analysis (CD&A)    Compensation Overview      3638   Compensation Principles      4345   Compensation Elements      4345   Performance Measures 44 Performance Results and Compensation Decisions Measures      47   Performance Results and Compensation Decisions 50 Compensation Policies and Governance Practices      5458   Compensation Committee Report      5661   Executive Compensation Tables    Summary Compensation Table �� 57 Grants of Plan-Based Awards      5962   Grants of Plan-Based Awards 65 Outstanding Equity Awards at FiscalYear-End      6066   Option Exercises and Stock Vested 61 Pension Benefits 61 Nonqualified Deferred Compensation Plan 63 Potential Payments Upon Termination 64 Equity Compensation Plan Information      67   Defined terms: • Pension Benefits    AFCF – Automotive Free Cash Flow 67 • Nonqualified Deferred Compensation Plan    DB – Defined Benefit 69 • Potential Payments Upon Termination    DC – Defined Contribution •70   DSV – Driving Stockholder Value • EBIT – Earnings Before Interest and Taxes • EPS – Earnings Per Share • ESG – Environmental, Social, and Governance • LTIP – Long-Term Incentive Plan • GAAP – Generally Accepted Accounting Principles • NEO – Named Executive Officer • NQ – Non-Qualified • OEM – Original Equipment Manufacturer • PSU – Performance Share Unit • RSA – Restricted Stock Award • ROIC – Return on Invested Capital • RSU – Restricted Stock Unit • STIP – Short-Term Incentive Plan • TSR – Total Shareholder Return     Executive Compensation Table of Contents AFCF – Automotive Free Cash Flow DB – Defined Benefit DC – Defined Contribution DSV – Driving Stockholder Value EBIT – Earnings Before Interest and Taxes EPS – Earnings Per Share ESG – Environmental, Social, and Governance  EV – Electric Vehicle GICS – Global Industry Classification Standard LTIP – Long-Term Incentive Plan NEO – Named Executive Officer NQ – Nonqualified OEM – Original Equipment Manufacturer PSU – Performance Share Unit ROIC – Return on Invested Capital RSA – Restricted Stock Award RSU – Restricted Stock Unit STIP – Short-Term Incentive Plan TSR – Total Shareholder Return WACC – Weighted Average Cost of Capital     Mary T. Barra Chairman and Chief Executive Officer Dhivya Suryadevara Executive Vice President and Chief Financial Officer Mark L. Reuss President Barry L. Engle II Executive Vice President and President, North America Craig B. Glidden Executive Vice President and General Counsel Alan S. Batey Advisor and Former Executive Vice President and President, North America Positions as of December 31, 2019.     3537   EXECUTIVE COMPENSATION       Compensation Overview     u   Our Company Performance In 2017,2019, we continued progress toward our goal of making GM the most valued automotive company for our shareholders.to move towards a world with zero crashes, zero emissions, and zero congestion. The results below demonstrate how we are positioning GM as an industry leader both nowcontinue to strengthen the core automotive business, invest in future products, and indefine the future:future of personal mobility.      u    Completed Strong underlying business performance of$137.2 billion in revenue and$2.2 billion returned to shareholders through dividends, while launching and refreshing 27 vehicles globally We ended 2019 with the salefollowing key financial results(1): (1) The financial information relates to our continuing operations. (2) These are non-GAAP financial measures. Refer to Appendix A for a reconciliation of Opel/VauxhallEBIT- adjusted, EBIT-adjusted margin, ROIC-adjusted, and EPS-diluted-adjusted to their closest comparable GAAP measure. Sold more full-size and mid-size trucks combined in the U.S. than any other competitor every year for the past six years Delivered record average transaction prices in the U.S. of$36,844 for 2019, above the industry average GM Financial European businessesgenerated record-breaking earnings before tax of$2.1 billion and paid$400 million in dividends to Peugot, S.A. (“PSA”);GM    Unveiled all-new full-size SUVs including the 2021 Chevrolet Tahoe and Suburban, 2021 GMC Yukon and Yukon XL, and 2021 Cadillac Escalade Introduced the first-ever mid-engine Corvette earning 2020 North American Car of the Year and Motor Trend Car of the Year Sold more than1 million crossovers for the second year in a row in the U.S., a 12.7% increase from 2018 Achieved best-ever sales in 2019 for the Chevrolet Traverse, and GM’s best-selling crossover, the Chevrolet Equinox Unveiled the 2020 Buick Encore GX, expanding the brand’s premium SUV family Best GMC Denali year ever, with30% penetration rate. GMC is completing its pioneering move into the premium off-road space by making AT4 available across its entire retail lineup in 2020 Achieved best-ever global sales in Cadillac’s 113-year history, led by its crossover portfolio including the XT4, XT5, and all-new XT6 Unveiled new fleet telematics solution, OnStar Vehicle Insights Secured additional investment of$1.15 billion from a group comprised of institutional investors, including funds and accounts advised by T. Rowe Price Associates, Inc., and existing partners GM, SoftBank Vision Fund, and Honda, valuing the company at$19 billion Enabled access to numerous charging ports through collaborations with EVgo, ChargePoint, and Greenlots, the largest collective EV charging network in the U.S.  Announced joint venture with LG Chem to build a plant to mass-produce battery cells for an all-electric future Announced a collaboration with Bechtel to build a public facing EV fast-charging infrastructure in the U.S. 38 EXECUTIVE COMPENSATION     u   Exited franchises in South and East Africa and discontinued retail sales operations in India;Leadership Changes The Company made the following leadership changes: Mark L. Reuss – Named President on January 3, 2019. On April 1, 2019, Mr. Reuss assumed the additional responsibility of leading all global markets. Barry L. Engle II – Named Executive Vice President and President, The Americas, on April 1, 2019, and subsequently named Executive Vice President and President, North America, on November 1, 2019, to focus solely on the North American market and key vehicle launches. Alan S. Batey – Transitioned to an advisory role effective April 1, 2019, after serving as Executive Vice President and President, North America, since January 15, 2014; retired from the Company effective March 1, 2020.     u   For the fourth consecutive year, sold more pickup trucks in the United States than any other automaker – a record 948,909 units; u Completed the refresh of GM’s crossover portfolio and became the fastest-growing crossover company in the United States, with retail market share up 1.6 percentage points to 13.1%, according to J.D. Power PIN estimates; u Increased global Cadillac sales 15.5% in 2017 with significant sales increases in international markets, including a 50.8% increase in China; u Improved EBIT-adjusted margin to 8.8% for continuing operations; u Returned a total of $6.7 billion to shareholders through dividends and share repurchases; u IncreasedEPS-diluted-adjusted to $6.62; u Launched Super Cruise, the world’s first hands-free highway driving technology, on the Cadillac CT6; u Shared the vision for zero crashes, zero emissions, and zero congestion and outlined anall-electric future with plans to launch at least 20 electric vehicle models by 2023; u Announced plans to deploy self-driving vehicles in a dense urban environment in 2019; u Acquired Strobe, Inc. to help develop next-generation LiDAR solutions for self-driving vehicles and reduce LiDAR costs by 99% over time; and u Became the first company to use mass-production methods to build autonomous electric test vehicles. Note: EBIT-adjusted margin andEPS-diluted-adjusted arenon-GAAP financial measures. Refer to Appendix A for a reconciliation of thesenon-GAAP measures to their closest comparable GAAP measure. u Our Vehicle Launches We launched 25 vehicles across the globe in 2017, including some of the key vehicles below: Buick Regal Cadillac XTS Chevrolet Traverse Buick Enclave Chevrolet Equinox GMC Terrain u Our Named Executive Officers Mary T. Barra Chairman and Chief Executive Officer Charles K. Stevens, III Executive Vice President and Chief Financial Officer Daniel Ammann President Mark L. Reuss Executive Vice President, Global Product Development, Purchasing and Supply Chain Alan S. Batey Executive Vice President and President, North America Karl-Thomas Neumann Former Executive Vice President and President, Europe 36 $145.6B REVENUE $12.8B EBIT-ADJUSTED(1) All-Time Record $6.7B RETURNED TO SHAREHOLDERS $5.2B ADJUSTED AUTOMOTIVE FREE CASH FLOW(1) 28.2% ROIC-ADJUSTED(1) 22.5% TOTAL SHAREHOLDER RETURN(2) $6.62 EPS-DILUTED-ADJUSTED(1) All-Time Record 8.8% EBIT-ADJUSTED MARGINS All-Time Record We ended the year with 22.5% TSR. The Company continued to invest in the future and deliver on key financial measures while returning $6.7 billion to our shareholders. EXECUTIVE COMPENSATION We ended 2017 with the following key financial results: Note: The financial information above relates to our continuing operations. (1) These arenon-GAAP financial measures. Refer to Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations in our Annual Report on Form10-K for the fiscal year ended December 31, 2017 for a reconciliation of ROIC-adjusted to its closest comparable GAAP measure. Refer to Appendix A for a reconciliation of EBIT-adjusted, EBIT-adjusted margin, adjusted automotive free cash flow, andEPS-diluted-adjusted to their closest comparable GAAP measure. (2) Assumes dividends are reinvested in common stock. u Compensation Governance and Best Practices   WHAT WE DO ü    Provide short-term and long-term incentive plans with performance targets aligned to business goals ü    Conduct annual advisory vote for shareholders to approve executive compensation ü Maintain a Compensation Committee composed entirely of independent directors who are advised by an independent compensation consultant ü    Require stock ownership for all senior leaders ü    Conduct rigorous shareholder engagement byEngage with shareholders and other stakeholders on various topics with members of management and directors, including our Executive Compensation Committee and our Independent Lead Independent Director ü    Includenon-compete andnon-solicitation terms in all grant agreements with senior leaders ü Retain an independent executive compensation consultant to the Compensation Committee ü    Maintain a Securitiesan Insider Trading Policy requiring directors, executive officers, and all other senior leaders to trade only during established window periods after contactingreceiving preclearance from the GM Legal Staff prior to any sales or purchases of common stock ü    Require equity awards to have a double trigger (termination(change in control and termination of employment and change in control) to initiate protectionemployment) vesting provisions of outstanding awards ü    Complete an annual incentive compensation risk reviews annuallyreview ü    Maintain aRequire short-term cash and long-term equity awards for all executive officers to be subject to clawback policy to apply to actions that damage GM’s reputation WHAT WE DON’T DOand cancellation provisions ü Conduct an annual audit of senior executive expenses and perquisites      WHAT WE DON’T DO û×    Providegross-up payments to cover personal income taxes or excise taxes pertaining to executive or severance benefits û×    Pay above-market interest on deferred compensation × Allow directors or executives to engage in hedging or pledging of GM securities û×    Reward executives for excessive, imprudent, inappropriate, or unnecessary risk-taking û×    Allow the repricing or backdating of equity awards         3739   Say-on-Pay Voting and Annual Meeting Review Say-on-Pay Voting Meet With Investors Review Feedback and Adjust Plans File Annual Proxy Statement EXECUTIVE COMPENSATION         u   Shareholder Engagement Initiatives The Company annually seeks feedback through engagement with shareholders and we continued this process in 2019. We view shareholder engagement as an important and continuous cycle. During 2017,process. In 2019, members of the Board met in-personand senior management engaged with shareholders representing approximately 25%50% of GM’s outstanding shares of common stock on various topics, including executive compensation. Through these engagements, we received feedback in support of executive compensation programs and, in particular, the Compensation Committee’s decision to further drive accountability and reinforce our outstanding common stock. In addition, during 2017, one or more members of management were involved in more than 75in-personsafety culture and telephonic meetings with investors representing more than 45% of shares outstanding.ESG results. These discussions,say-on-pay Say-on-Pay voting results, and other factorsalignment to the Company vision and strategic goals, are key drivers in assessingour ongoing assessment of our current and future programs. As executive compensation programs evolve, the Board remains committed to continuing the dialogue with shareholders regarding our compensation programs.philosophy and practices.       SHAREHOLDER SAY-ON-PAY The Compensation Committee seeks to align the Company’s executive compensation programprograms with the interests of the Company’s shareholders. The Compensation Committee considers the results of the annualSay-On-Pay Say-on-Pay vote, the long-term vision and strategic goals of the Company, input from management, input from its independent compensation consultant, and investor engagement initiativesfeedback when setting compensation for our executives. In 2017, 96.3%2019, 97.3% of our shareholders voted in favor of our compensation programs. Discussions with investors and shareholderSay-On-Pay voting are key drivers in ourexecutive compensation design to continue alignment between our compensation programs and the interests of shareholders.programs. The Company values investor feedback and will continue to seek feedback through engagement initiatives to align our executive compensation programs with shareholder expectations. We made changes to our compensation plans that commenced at the start of 2017 to further align the interests of our senior leaders with those of our shareholders.   Investor Alignment Topics 2019 Activities What We Heard Evaluate ESG Performance    HowESG performance is a focus for the Company and our shareholders. The Compensation Committee factors ESG performance related to strategic goals for each NEO. We Responded identify ESG results with a leaf in the “Our Company Performance” and “Performance Results and Compensation Decisions” sections, which reflect our ongoing commitment to ESG performance outcomes. Maintain pay for performanceBalanced Approach to Long-Term Performance    Shareholder feedback led us to change the performance measure weights for PSUs. Beginning in 2020, PSUs will be equally weighted for Relative ROIC-adjusted and Relative TSR, with each representing 37.5% of total LTIP and Stock Options representing the remaining 25%. Relative ROIC-adjusted will be capped at target if GM’s ROIC-adjusted performance is less than GM’s WACC over the performance period. Relative TSR will be capped at target if GM’s TSR is negative over the performance period. We continue to evolve our pay practicesevaluate the external market and hold conversations with investors to support our pay-for-performance philosophy. For 2017, we added an individual performance measure into ourensure the competitiveness and appropriateness of both the STIP while continuing Company focus on EBIT-adjusted and Adjusted AFCF. In our LTIP we now measure both ROIC-adjusted and TSR performance relative to our OEM peers while replacing RSUs with Stock Options to further align the interests of our most senior leaders with those of our shareholders. LTIP. Continue to invest in the future Our LTIP places a focus on investing in our future. By continuing to place a focus on ROIC and measuring performance relative to OEM peers, we are incentivizing our most senior leaders to make investments in the future of GM while delivering a return on investment that outperforms other OEMs. Consider ESG performance when making pay decisions The Company introduced our vision of a future with zero crashes, zero emissions, and zero congestion in 2017. Several key ESG results are discussed in the proxy statement summary on page 6 and in “Executive Compensation—Compensation Overview—Our Company Performance” on page 36. In addition, we introduced an individual performance component weighted at 25% for our STIP. Please see pages 48–53 where we discuss individual performance results, including results that had a positive impact on ESG measures. Look at performance relative to automotive industry peersMeasure Relative Performance    Our PSUs measure both Relative ROIC-adjusted and Relative TSR againstversus the Company’s OEM peerspeer group to motivate our leadersdrive performance to performbe at the top of the industry, regardless of where we are in our business cycles. cycle. Keep compensation plans simpleSimple Compensation Plans    We simplified ourcontinue an approach of using simple and clear compensation plans in 2017 tothat align with the interests of our shareholders. Our performance measures focus our most senior leaders on botha culture of safety, key operational performance measuresresults, and individual results instrategic goals. Our executive compensation plans have continued to align the STIP. This change added a complete lineinterests of sight into compensation for eachour senior leader. We adjusted the LTIP to focus senior leaders on outperformingleadership with those of our peers and increasing stock price to create value for our shareholders.     3840   2013 2014 2015 2016 2017 Actions We Took Company exited TARP Final year of granting Salary Stock Units, which were vested on date of grant to NEOs Actions We Took Introduced non-compete and non-solicitation terms into all LTIP awards for all Senior Leaders beginning with the Driving Stockholder Value grant Actions We Took STIP – Increased focus on EBIT-Adjusted to drive profitable growth 40% EBIT-Adjusted 25% Adjusted AFCF 10% Global Market Share 25% Global Quality Actions We Took Introduced stock ownership requirements Introduced a performance-based compensation structure with both STIP and LTIP STIP – Performance based on the following measures: 25% EBIT-Adjusted 25% Adjusted AFCF 25% Global Market Share 25% Global Quality LTIP – Structure for NEOs includes 75% PSUs and 25% RSUs PSUs – Performance-based vesting on 100% ROIC Adjusted with a Global Market Share modifier, PSUs vest at the end of the three year performance period RSUs – Time-based vesting in equal tranches over three years Actions We Took STIP – Increased focus on key financial measures and added an individual performance element to incorporate individual performance goals for each NEO 50% EBIT-Adjusted 25% Adjusted AFCF 25% Individual Performance LTIP – Eliminated time-vested RSUs and replaced with Stock Options. NEOs will have a mix of 75% PSUs and 25% Stock Options Incorporated relative performance measures into PSUs Relative ROIC-Adjusted – 50% of LTIP Relative TSR – 25% of LTIP 2017 STIP 2017 LTI EXECUTIVE COMPENSATION     u   Compensation Program Evolution Our compensation programs have continued to focus our leadersleadership on the key areas that both drive the business forward and align to the short-term and long-term interests of our shareholders. The Compensation Committee regularly reviews and discusses plan performance at each Compensation Committee meeting. The Compensation Committee considers many factors when electing to make plan changes for future incentive plans including results, market trends, feedback from its independent compensation consultant, and investorshareholder feedback. The tabletimeline below shows how the actions we have taken to develop compensation program has continuedprograms that align the interests of our leaders with those of our shareholders, including actions taken to evolvedate in response to align with shareholders’ interests. COVID-19.           3941   Relative ROIC-Adjusted (50% of LTIP) Relative TSR (25% of LTIP) EXECUTIVE COMPENSATION     The Company held engagements with investors and received feedback on changes to both the STIP and LTIP. The 2017 STIP continued a focusfocuses leadership on key financial measures (75% of STIP) and individual performancestrategic goals (25% of STIP). The total payout for the STIP will beranges from 0% to 200% of target based on actual performance againstpre-established goals. targets. The Compensation Committee determined individualdetermines performance to strategic goals using a rigorous assessment process measuring performance againstpre-established operational goals, safety results, and other measures. Payout for strategic goals performance will only occur if threshold performance of at least one financial measure is met. The 20172019 LTIP replaced time-based RSUs withis the same design as in 2018 and features Stock Options (25% of total LTIP) to further align our most senior leaders with our shareholders’ interest in stock price appreciation. In addition, the Company changed PSUappreciation and PSUs (75% of total LTIP) with relative performance measures from ROIC-adjusted with a Global Market Share modifier tothat drive long-term results. The PSUs measure Relative ROIC-adjusted (50% of total LTIP) and Relative TSR (25% of total LTIP) against. Focusing performance on both financial measures and strategic goals in the short term, combined with measuring Relative ROIC-adjusted and Relative TSR compared to our OEM peers in the long term, provides direct alignment of our executive compensation program with the interests of our shareholders and focuses senior leaders on making the investments that will provide profitable long-term growth. u  2020 LTIP Changes The 2020 LTIP will continue to have a mix of 25% Stock Options and 75% PSUs. Beginning in 2020, PSUs will be equally weighted for Relative ROIC-adjusted and Relative TSR, with each representing 37.5% of total LTIP. Both PSU measures will have performance caps added, as described below. Relative ROIC-adjusted– Capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC Relative TSR – Capped at target if GM’s TSR is negative over the performance period u Peer Group for 2019-2021 LTIP Performance We use the following OEMs in the Dow Jones Automobiles andAutomobile & Parts Titans 30 Index listed below.to measure relative performance for Relative ROIC-adjusted and Relative TSR measures for the 2019-2021 PSU awards. The Compensation Committee uses this index for performance comparisons because the companies represent our global competition and are subject to similar macroeconomic challenges.     Dow Jones Automobiles & Parts Titans 30 Index – OEM Peer Group(1) Toyota Motor Company Volkswagen AG Suzuki Motor Corp.            Daimler AG Bayerische Motoren Werke AG   Hyundai Motor Co. Renault SA Daimler AG Kia Motors Corp. Suzuki Motor Corp. Fiat Chrysler Automobiles NV Mazda Motor Corp. Tesla, Inc. Ford Motor Company   Nissan Motor Co. Ltd   Tesla, Inc.           Toyota Motor Company Honda Motor Co. Ltd.   RenaultPeugeot SA   Mazda Motor Corp.            General Motors Co.(1) Hyundai Motor Co. Kia Motors Corp.           Volkswagen AG     (1) GM’sGM is a member of the Dow Jones Automobiles & Parts Titans 30 Index. Our performance will be determined on a continuous ranking for performance relative to OEM peers following the completion of the performance period.   The percentile rank required for each performance level relative to OEM peers and associated payouts for PSUs are displayed below. Focusing performance on key financial measures and individual operational performance measures in the short term, combined with performance in both Relative ROIC-adjusted and Relative TSR compared with our other OEM peers in the long term, provides direct alignment of our executive compensation programs with the interests of our shareholders and continues to focus our senior leaders on making the investments that will provide for profitable long-term growth.     4042   EXECUTIVE COMPENSATION     u   Peer Group for Compensation Comparisons The Compensation Committee annually reviews the peer group for compensation comparisons and makes updates as needed to align with both the established criteria and Company strategy. We do not limit ourthe peer group to our industry alone because we believe compensation practices for NEOs at other large U.S.-based multinationals affect our ability to attract and retain diverse talent around the globe. In determining 2017 compensation, we maintained the same compensation peer group from 2016. Based on the guidelines established by theThe Compensation Committee for our peer group selection, companies must satisfy each of the following criteria to be considered for the peer group: Revenue greater than $25 billion Significant international revenue Capital-intensive operations In addition, the Compensation Committee considers the following factors when selecting the peer group used to inform 2019 target compensation levels for our peer group:NEOs:   Comparable R&D expenditures as a percent of revenue   Technology focused   Durable goods manufacturer   Business/production complexity Consumers who are the end user Strong brand reputation     Company Industry Company Industry 3M Company Industrial Conglomerates Honeywell International Inc. Aerospace and Defense The Boeing Company Aerospace and Defense IBM Corporation IT Consulting and Other Services Caterpillar Inc. Construction Machinery and Heavy Trucks Intel Corporation Semiconductors Deere & Company Agricultural and Farm Machinery Johnson & Johnson Pharmaceuticals The Dow Chemical Company(1) Diversified Chemicals Johnson Controls Inc.(1)(2) Auto Parts and Equipment Du Pont(1) Diversified Chemicals PepsiCo, Inc. Soft Drinks and Food Ford Motor Company Automobile Manufacturers Pfizer Inc. Pharmaceuticals General Electric Company Industrial Conglomerates The Procter & Gamble Company Household Products HP, Inc. Technology Hardware, Storage, and Peripherals United Technologies Corp. Aerospace and Defense (1) Companies were involved in significant mergers, acquisitions, or divestitures. The Committee will evaluate each peer company for inclusion in the peer group for 2018 and beyond. (2) The Committee removed Johnson Controls Inc. from the peer group during their 2017 annual review. u   How We Use Comparator Data to Assess Compensation We benchmark pay practices and compensation levels against the proxy statement disclosures of our peer group. In addition, we use executive compensation surveys composed of a broad array of industrial companies to benchmark relevant market data for executive positions. In addition, we benchmark pay practices and compensation levels against the proxy statement disclosures of our peer grouppositions and adjust this data to reflect GM’s size and market expected compensation trends. Further, we reviewFurthermore, the Compensation Committee reviews an analysis completed by their independent compensation consultant of the competitive market position of each of our executives compared withrelative to the marketbenchmark data. 43 EXECUTIVE COMPENSATION We review each element of compensation compared with the market and generally target each element of our total direct compensation (base salary, STIP, and LTIP) for the executive group on average to be at or near the market median. However, anAn individual element or an individual’s total direct compensation may be positioned above or below the market median because ofdue to considerations such as his or her specific responsibilities, experience, and performance.   41 GM MANAGEMENT Makes recommendations regarding compensation structure Provides input on individual performance and results against key business goals Provides additional information as requested by the Committee COMMITTEE CONSULTANT Advises the Committee on competitive benchmarking on pay levels, practices, and governance trends Assists with peer group selection and analysis Reviews and advises on recommendations, plan design, and measures EXECUTIVE COMPENSATION COMMITTEE Approves plan design, metrics, and goals Approves overall incentive compensation funding levels Reviews and approves individual target and actual compensation for the most senior executives CEO 2017 COMPENSATION STRUCTURE AVERAGE NEO 2017 COMPENSATION STRUCTURE EXECUTIVE COMPENSATION u   How We Plan Compensation       u   Performance-Based Compensation Structure Our NEOsincentive plans are incentivizeddesigned to focus on optimizingoptimize long-term financial returns for our shareholders through increasingand reward our NEOs for increased profitability, increasingimproving margins, putting the customerplacing our customers at the center of everything we do, growing the business, and driving innovation. The performance-based structure for 2017 incorporates both2019 incorporated short-term and long-term incentives established fromtied to financial and operational metrics to drive Company performance for fiscal year 20172019 and beyond. In addition to base salary and an annual STIP award, this structure, shown graphically below, includes an LTIP award made up of both PSUs and Stock Options to focus our executives on long-term Company performance. The Compensation Committee believes a majority of compensation opportunity should be in the form of equity to align the interests of executives with those of shareholders.     4244   EXECUTIVE COMPENSATION     Compensation Principles   The compensation provided to our senior leaders continues to beis guided by pay-for-performance and the following principles: Aligned with Shareholders – Compensation paid should align directly with the long-term interests of our shareholders, and our executives should share with them in the performance and value of our common stock;stock. Performance-BasedEnable Company Strategy – Compensation paid should be based on a balance of financial and operational goals reflecting strong financial performance relative to our OEM competitors. The goals should be aggressive but achievable, within our executives’ control and should reward commitments met; Recognize Individual Performance – Compensation paid should motivate executives to perform at their best, reflecting their clear line of sight and contributions as well as their behaviors and demonstration of GM’s core values. Individual performance must be aligned withchallenging Company performance and desired behaviors;strategic goals, which are within our executive’s control and reward performance aligned with GM’s strategy, values, and expected behaviors. Simple DesignCompetitive Compensation – OurTarget compensation plan should be easy to understand and communicate and minimize unintended consequences; Avoidance of Incentive to Take Excessive Risk– Compensation structure should avoid incentives to take unnecessary and excessive risk. Compensation 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 appropriately allocate total compensation to fixed and variable pay elements resulting inhave an appropriate mix of short-term and long-term pay elements;elements and Comparable Target Compensation– Overall target compensation should be competitive (market median) with that paid to individuals at peer group companies so that it attracts, motivates, and retains talent. Avoid Excessive Risk Taking – Compensation structure should avoid incentives to take unnecessary and excessive risk. Simple Design– Compensation plans should be easy to understand and communicate and minimize unintended consequences.     Compensation Elements   u   2017 Compensation Structure Each NEO’s 2017The 2019 compensation structure is market competitive with each pay element targeted at or near the market median. The compensation structuremedian and included the following pay elements:   Base Salary – NEOs are paid a market-competitive base salary that reflects each NEO’s contribution, background, and performance 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 goals and individual performance results. The potential payout ranges from 0% to 200% of target, based on actual Company performance and individual 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% of target, based on the actual Company performance against Relative ROIC-adjusted and Relative TSR over the three-year performance period beginning January 1, 2017; and Stock Options – Stock options are time-based equity awards vesting ratably over a three-year period. Stock options align the interests of our most senior executives with our shareholders’ interest in stock price appreciation and allow our leaders to share in the gains with shareholders.   u   Perquisites and Other Compensation We provide perquisites and other compensation to our NEOs consistent with market practices. The following perquisites and other compensation were provided to NEOs in 2017:2019.   45 EXECUTIVE COMPENSATION Personal Air Travel – Ms. Barra is prohibited by Company policy from commercial air travel for both business and personal use due to security reasons identified by an independent third-party security consultant. As a result, the Company pays the costs associated with the use of private aircraft for both business and personal use. In 2019, the Company entered into a time-sharing arrangement with Ms. Barra is permitted to be accompanied by guestsallow her to reimburse the Company for her personal travel and incurs imputed income for all passengers, including herself, atuse of aircraft, subject to limits under the U.S. Internal Revenue Service (the “IRS”) Standard Industry Fair Level rates.Federal Aviation Administration regulations. Other NEOs may travel on privatecompany aircraft in certain circumstances with prior approval from the CEO or the Senior Vice President, Global Human Resources, and alsoResources. No NEOs, other than the CEO, had personal use of aircraft in 2019. All NEOs, including our CEO, incur imputed income when aircraft is used for personal travel and do not receive any personal travel.tax gross ups. Company Vehicle Programs – NEOs are eligible to participate in the Executive Company Vehicle Program and are allowed tomay use evaluation vehicles for the purpose of providing feedback on Company products. In addition, NEOs are eligible to use driver services provided by the Company and in accordance with Company policies. 43 EXECUTIVE COMPENSATION Security – NEOs may receive security services, including home security systems and monitoring, for specific security-related reasons identified by independent third-party security consultants. We maintain security staff in order to provide all employees with a safe and secure environment to align with and reinforce our safety culture. Financial Counseling– NEOs are eligible to receive financial counseling, estate planning, and tax preparation services through an approved provider. These services allow our NEOs to focus on Company business and ensure accurate personal tax reporting. Executive Physicals – All employees are encouraged to complete an annual physical. NEOs are eligible to receive executive physicalsa comprehensive wellness examination with an approved providers.provider. These wellness visits promote employee well-being and allow employees to take appropriate steps in the event of an illness or medical condition that may impact their ability to perform their duties.   u   20172019 Target Compensation Our target total direct compensation for each NEO in 20172019 was as follows:                                            LTIP                   Annual Base Salary ($)        STIP (%)       STIP ($)        Target Total Cash Compensation ($)                  LTIP        Target Total Compensation ($)     Name                PSUs(2) ($)        Stock Options ($)           Base Salary ($)      STIP (%)      STIP ($)      Target Total Cash Compensation ($)           PSUs(1) ($)      Stock Options ($)           Target Total Compensation ($)   Mary T. Barra            2,100,000                    200     %              4,200,000                    6,300,000                         9,750,000                    3,250,000                    19,300,000              2,100,000        200 %       4,200,000        6,300,000          10,575,000        3,525,000          20,400,000   Charles K. Stevens, III            1,100,000                    125     %              1,375,000                    2,475,000                         2,793,750                    931,250                    6,200,000         Daniel Ammann            1,450,000                    125     %              1,812,500                    3,262,500                         3,703,125                    1,234,375                    8,200,000         Dhivya Suryadevara      1,000,000        125 %       1,250,000        2,250,000          3,187,500        1,062,500          6,500,000   Mark L. Reuss            1,200,000                    125     %              1,500,000                    2,700,000                         3,037,500                    1,012,500                    6,750,000              1,200,000        125 %       1,500,000        2,700,000          3,600,000        1,200,000          7,500,000   Barry L. Engle II      800,000        125 %       1,000,000        1,800,000          2,400,000        800,000          5,000,000   Craig B. Glidden      775,000        125 %       968,800        1,743,800          1,804,650        601,550          4,150,000   Alan S. Batey            1,025,000                    125     %              1,281,300                    2,306,300                         2,020,275                    673,425                    5,000,000              1,025,000        125 %       1,281,300        2,306,300          2,020,275        673,425          5,000,000   Karl-Thomas Neumann(1)            1,050,000                    125     %              1,312,500                    2,362,500                         1,781,250                    593,750                    4,737,500           (1) The targeted Total Direct Compensation for Dr. Neumann reflects the base salary and STIP in U.S. dollars. Dr. Neumann received a salary of €811,864 and an annual STIP target of €1,014,830. (2) The number of PSUs awarded is determined by using the target PSU value divided by the closing price on the date of grant. PSUs with performance tied to relativeRelative TSR are valued in the Summary Compensation Table using a Monte Carlo analysis and Summary Compensation Tableresulting in amounts that may be higher or lower than target. 46 EXECUTIVE COMPENSATION Performance Measures   u   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 Committeeits independent compensation consultant, evaluates the annual budget and mid termmid-term business plan, and reviews prior-yearprior year performance to approve value-creating goals tied to long-term shareholder value.   u   20172019 STIP Performance Measures for NEOs The STIP aligns with our plans to create the world’s most valued automotive company and to increase shareholder value. The STIP rewards NEOs for performance is linked to the Company’s achievement of annual financial goals operational performance goals, and individual performance results. The STIP is an annual cash incentive award intendedresults to be deductible as performance-based compensation 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. strategic goals. The Compensation Committee annually reviews and approves STIP goals to assess the difficulty in level of achievement and overall linkage to shareholdersthat align with shareholders’ interests through the achievement of the business plan and strategic objectives. For the 2017goals. 2019 STIP all targets were set at or above final 2016 performance. The Committee elected to adjust the weights to increase EBIT-adjusted to 50% and removed both global Market Share and Global Quality as overall measures. The Committee addedbeginning of the performance period based on the business plan. Strategic goals are assessed using an individual performance with a weightscorecard measuring results against pre-established goals that the Compensation Committee approves at the beginning of 25% as a measurethe year which align to evaluate individual performance for each leader.the Company’s objectives. Individual performance results to strategic goals and final individual compensation decisions are discussed beginning on page 48. Individual performance is assessed with an individual performance scorecard measuring results againstpre-established goals that the Committee approves at the beginning52 of the year. Global market share and global quality are still focus items that the Committee considers when evaluating individual performance results.this Proxy Statement. 44 EXECUTIVE COMPENSATION Actual STIP awards, if any, are determined following final Company performance and the completionCompensation Committee’s assessment of the plan yearperformance to reflect the achievement against the performance measures displayed below.strategic goals for each NEO. The table below describes each STIP performance measure, its weighting, its target, and the behaviorsbehavior each measure drives:drives. The targets for EBIT-adjusted and Adjusted AFCF were set above prior year results.     STIP Measure     Weight       Target        Leadership Behaviors     EBIT-adjusted             50%                    $12.7              Focus on operating profit and driving strong profitability     Adjusted AFCF (1)             25%                    $  6.3              Focus on driving strong cash flow to invest in the business     Individual Performance             25%                    25 pts.              Focus on individual performance goals that impact business results           STIP Performance Measure    Weight      Target      Leadership Behaviors EBIT-adjusted ($B)(1)      50%        $13.7      Focus on operating profit and driving strong profitability Adjusted AFCF ($B)(2)      25%        $5.3      Focus on driving strong cash flow to invest in the business Strategic Goals      25%        25 pts.      Focus on performance that aligns to the Company vision and drives business results   (1) Adjusted AFCFMeasure adjusted for incentive purposes and excludes the impact of Cruise. (2) Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. For a description of how Adjusted AFCF is calculated, see Appendix A of this Proxy Statement. 47 EXECUTIVE COMPENSATION The potential payouts for each companyCompany performance measure rangeranges from 0% to 200% of target based on actual Company performance with theperformance. The payout for threshold performance level being 50% of eachis 25% for both EBIT-adjusted and Adjusted AFCF. Final STIP measure. The STIP calculation for the 2017 performance period determined the result for each NEO:awards are calculated as follows:     u   2017–20192019–2021 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. When determining grant amounts, the Compensation Committee considers factors such as individual responsibilities, experience, and performance. In addition, the Compensation Committee factors relevant market compensation comparison data and seeks input from their independent compensation consultant. The structure for NEOs includedincludes 75% PSUs and 25% Stock Options. PSUs cliff-vest following thea three-year performance period and Stock Options vest ratably over three years. The 2017–20192019–2021 PSUs are awarded based on performance against the following measures relative to our OEM peers: Relative ROIC-adjusted and Relative TSR over the three-year performance period. Theagainst our OEM peers displayed on page 42 of this Proxy Statement. PSU performance measures were chosen to promote boththe efficient use of capital andfor long-term growth to create value for the shareholders andwith an increased focus on stock price appreciation. The following table shows thebelow describes each PSU performance measuresmeasure, its weighting, its payout, and the leadership behaviors thatbehavior each drives to make GM the world’s most valued automotive company:measure drives.     LTIP Measure   Performance Measure Weight Payout Leadership Behaviors Relative ROIC-adjusted      67% Below Threshold (0%) – TargetThreshold (50%) – Target (100%) – Maximum (200%) –     Leadership BehaviorsLess than 35th Percentile   Relative ROIC-adjusted35 (1)th Percentile  60th Percentile  100th Percentile    67%    60th Percentile Focus on making sound investments that follow the disciplined capital approach of driving 20% or higher returns in world-class vehicles and leading technology Relative TSR (1) 33% Below Threshold (0%) – Threshold (50%) – Target (100%) – Maximum (200%) –    Less than 25th Percentile  25th Percentile   33%   50th Percentile   75th Percentile    50th Percentile Focus on delivering shareholder returns that outperform our OEM peers (1) Relative performance is measured against the OEMs in the Dow Jones Automobiles and Parts Titans 30 Index on date of grant. OEMs for 2017–2019 PSUs are displayed on page 40.   48   45 EXECUTIVE COMPENSATION     The 2019–2021 PSUs if any, vest and are awarded and delivered following the completion of the three-year performance period beginning January 1, 2017 through December 31, 2019, and may be earned at a level between 0% and 200% of target based on actual Company results. When determining grant amounts, the Compensation Committee considers factors such as individual responsibilities, experience, and performance. In addition, the Compensation Committee will factor in relevant market compensation comparison data and seek the input from their independent compensation consultant.FinalFinal PSU awards are calculated as follows:     u   Summary of Outstanding Performance Awards Granted in Prior Years Each PSU award features a three-year performance period and beginning with the start of each new fiscal year, resulting in overlapping awards that, in aggregate, cover a five-year period. The potential payout for each PSU award ranges from 0% to 200%. The table below illustrates the performance period for the three outstanding awards and corresponding performance measures and weights. (1) The performance of each award will be measured and determined at the end of the performance period.   (2) Beginning in 2020, relative ROIC-adjusted is capped at target if GM’s ROIC-adjusted does not exceed GM’s WACC and Relative TSR is capped at target if GM’s TSR is negative over the performance period.   46   49 EXECUTIVE COMPENSATION     Performance Results and Compensation Decisions   u   2017 Short-Term Incentive Plan2019 STIP Results The Company portion of the 20172019 STIP award was calculated based on the Company’s achievement of the following performance measures: EBIT-adjusted and Adjusted AFCF.AFCF performance measures. In addition, each NEO has an individual performancea portion of their STIP that measures performance againstpre-established strategic goals. CompanyFinal STIP performance including the individual results achieved the following results, as approved by the Compensation Committee. The results for EBIT-adjusted repeated GM’s 2016 record performance:Committee is displayed below.       STIP Measure        Weight            Threshold            Target            Maximum            Performance Results            Performance Payout       EBIT-adjusted ($B)              50%                      $    6.8                      $    12.7                      $    14.0                      $            12.8                      54     %      Adjusted AFCF ($B) (1)              25%                      $    0.0                      $      6.3                      $      7.3                      $              5.6                      24     %      Individual Performance              25%                      0 pts.                      25 pts.                      50 pts.                      25 – 40 pts.                      25%–40     %      Result                                                                 103%–118   %              STIP Measure    Weight        Threshold        Target        Maximum        Performance Results   EBIT-adjusted ($B)(1)      50%          $7.8          $13.7          $15.6          $9.1   Adjusted AFCF ($B)(2)      25%          $0.0          $5.3          $6.3          $1.3   Strategic Goals(3)      25%          0 pts.          25 pts.          50 pts.          25-38 pts.   Performance Payout                                       57%–70% of Target     (1) Adjusted AFCFMeasure adjusted for incentive purposes and excludes the impact of Cruise. Final performance also reflects a downward adjustment approved by the Compensation Committee. (2) Measure adjusted for incentive purposes and excludes payments related to certain recall-related expenses attributable to events occurring in 2014. u 2015–2017 Long-Term Incentive Plan The 2015–2017 PSU awards vested on February 11, 2018, based on Company performance for the period January 1, 2015 through December 31, 2017 againstpre-established performance targets for both ROIC-adjusted and the Global Market Share modifier. The following performance was approved by the Compensation Committee:     LTIP Measure        Weight            Threshold            Target            Maximum            Performance Results         Performance Payout       ROIC-adjusted              100%                      16.0%                      20.0%                      24.0%                      28.1     %(1)              200     %      Result                                                              200   %(2)  (1) Represents the average For a description of ROIC-adjusted for 2015 to 2017. ROIC-adjusted for 2015 and 2016 was 27.2% and 28.9%, respectively. ROIC-adjusted for 2017 was 28.2%, as reported on a continuing operations basis.how Adjusted AFCF is calculated, see Appendix A of this Proxy Statement.   (2)(3) The modifier for Global Market Share reduces the payout 25 points if Global Market Share is below 11.3%. The payout is increased 25 points if Global Market Share is at or above 11.8% notPerformance results to exceed plan maximumstrategic goals are discussed beginning on page 52 of 200%. The Company achieved 11.3% Global Market Share for the performance period, thus no modifier was applied. Global Market Share excludes the impact of the Company’s decision to exit markets during the performance period.this Proxy Statement. FocusingThe Company responded to the challenges faced in 2019 as a result of the work stoppage during the United Auto Workers collective bargaining negotiations. Despite the work stoppage, the Company delivered positive EBIT-adjusted and Adjusted AFCF results. The Company continues to maintain a disciplined capital approach and expects to realize cost savings from our leadersongoing transformation, which remains on ROIC-adjusted has resulted in significant performance improvements since calendar year 2012, when ROIC-adjusted was 16.0% at which time we set an enduring target of 20% based on commitment to shareholders. We ended calendar year 2017 with a ROIC-adjusted of 28.2%. The 2017–2019 PSUs focus leaders not only on delivering improved ROIC-adjusted results, but also on being the top automotive OEM for ROIC-adjusted results.track.   u   2017–2019 LTIP Results The 2017–2019 PSUs vested on February 14, 2020, based on Company performance for the three-year period beginning January 1, 2017, against pre-established performance targets for Relative ROIC-adjusted and Relative TSR. Final LTIP performance approved by the Compensation Committee is displayed below. One-timePercentile LTIP Measure Weight Threshold Target Maximum Performance Results Relative ROIC-adjusted 67% 35th 60th 100th 100th Percentile Relative TSR 33% 25th 50th 75th 57th Percentile Performance Payout 176% of Target The Company continues to focus on ROIC and delivering best results among the OEMs. The Company strives to be best in class and drive performance and focus towards TSR. We continue to make the right investments in our future with a focus on the long-term interest of our shareholders. 50 EXECUTIVE COMPENSATION u One-Time 2015–2020 DSV Option Grant The DSV option grant was aone-time grant made on July 28, 2015, to senior leaders to securenon-compete andnon-solicitation terms and to drive an increased focus on stock price appreciation. The DSV option grant featured 40% time-based vesting, which vested on February 15, 2017, and 60% performance-based vesting. The performance-based portion vestsvesting that vested upon meeting or exceeding the median TSR relative to the OEM peer group in place on the date of grant. 20%The final performance-based tranche vested on February 15, 2020. Shown below are the results of the DSV option grant vested based on relative TSR performance for the period July 28, 2015–December 31, 2017 and 40% of the overall award remains outstanding with performance periods ending on December 31, 2018, and December 31, 2019.all three performance-based tranches.       DSV Measure      Performance Period            Vesting Date            Weight          Target TSR            Result            Vesting        Performance Period    Vesting Date    Weight      Target TSR      Result      Vesting   Relative TSR          July 28, 2015–December 31, 2017                February 15, 2018                20   %           50th Percentile                87th Percentile                100   %     July 28, 2015–December 31, 2019    February 15, 2020      20%        50th Percentile        89th Percentile        100%   Relative TSR    July 28, 2015–December 31, 2018    February 15, 2019      20%        50th Percentile        88th Percentile        100%   Relative TSR    July 28, 2015–December 31, 2017    February 15, 2018      20%        50th Percentile        87th Percentile        100%         4751   EXECUTIVE COMPENSATION     u   Compensation Decisions for Mary T. Barra      Mary T. Barra, Chairman and Chief Executive Officer       2019 performance highlights to strategic goals for Ms. Barra’s performance for 2017 was directly aligned with the Company’s 2017 strategic objectives:Barra include:     Core Culture u Continued to drive improvemententerprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays u Named by Corporate Responsibility Magazine as 100 Best Corporate Citizens of 2019 for outstanding environmental, social, and governance transparency and performance u Named to the Bloomberg Gender Equality Index for second year in a row Core Operations u Sold more than 1 million crossovers for the second year in a row in the U.S. u Generated $137.2B in Revenue, $8.4B in EBIT-adjusted, margins6.1% EBIT-adjusted margin, 16.2% ROIC-adjusted, and delivered record EBIT-adjusted margins, including the third straight yearEPS-diluted-adjusted of 10% or higher margins in North America$4.82 u Increased EPS-diluted-adjusted to record $6.62GM Financial generated record-breaking earnings before tax of $2.1B u Achieved 13 top 3 modelsNegotiated a new four-year labor agreement with the UAW, committing to $7.7B in future product investments along with the J.D. Power APEAL survey measuring performance, execution,creation or retention of 9,000 U.S. jobs while keeping product flexibility, improving our footprint utilization, and layoutmaintaining a strong break-even point and protecting the balance sheet u ReceivedUnveiled the IHS Automotive Loyaltyall new mid-engine Chevrolet Corvette earning 2020 North American Car of the Year and Motor Trend Car of the Year Transformation u Earned U.S. Environmental Protection Agency Green Power Leadership Award for the third straight year u Chevrolet soldhelping to develop a record number of electric vehicles, including more than 43,600 Bolt EVs and Volts u Completed the sales of Opel/Vauxhall and GM Financial European businesses to PSA u More than 150 facilities are operating landfill free u Global Cadillac experienced record sales in 2017 with significant increases from GM China Transformation u Introduced thediverse renewable energy supply portfolio reinforcing our vision of zero crashes,for a zero emissions and zero congestion for the future of GM u Expanded both Maven and Book by Cadillac to increase carsharing capabilities u Announced plansa joint venture with LG Chem to deploy self-driving vehicles inbuild a dense urban environment in 2019new plant to mass-produce battery cells for future EVs u Launched Super Cruise, the world’s first hands-free highway driving technology, onnew digital vehicle platform that will enable the Cadillac CT6next generation of vehicles, EVs, active safety, and infotainment and connectivity features u 180 Cruise autonomous vehicles builtEnabled access to numerous charging ports through collaborations with approximately 100 testingEVgo, ChargePoint, and Greenlots, the largest collective EV charging network in Arizona, California, and Michigan u Acquired Strobe, Inc. to help develop next-generation LiDAR solutions for self-driving vehicles and reduce LiDAR costs by 99% over time u Announced plans for at least 20 new electric vehicles by 2023 u Became the first company to use mass-production methods to build autonomous electric test vehiclesU.S.     Effective January 1, 2017, theThe Compensation Committee increased Ms. Barra’smade the following pay decisions considering feedback from their independent compensation consultant: Base Salary – Held base salary from $2,000,000 toat $2,100,000 based on her performance, leadership, and the competitive market analysis provided byanalysis. Annual Incentive – Awarded 33 points based on results to strategic goals, highlighted above, for the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee2019 STIP performance year. Long-Term Incentive – In February 2019, awarded Ms. Barra an annual equityLTIP grant of $13$14.1 million, consisting of 75% PSUs and 25% Stock Options. These changes placed Ms. Barra in line with the compensation peer group, as her targeted total direct compensation remained competitive at the market median. The Compensation Committee awarded Ms. Barra 40 points based on her results, highlighted above, for the 2017 performance year. The totalTotal compensation for Ms. Barra in 2017,2019, including salary, STIP, and LTIP awards, is displayed below.   Pay Element    Majority of Pay Is At-Risk    Awarded Value   Base Salary    Only Fixed Pay Element    $2,100,000 STIP    Performance to Metrics    $  4,956,000 2,730,000 PSUs(1)    Performance to Metrics and Stock Price    $10,737,570 12,141,801 Stock Options(2)    Performance to Stock Price    $  3,250,003 3,525,000 TOTAL         $21,043,57320,496,801   (1) PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performancereflects the accounting value based on the results from the Monte Carlo analysis to valuefor Relative TSR awards. (2) Stock Options are subject to time-based vesting.       Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Ms. Barra in 2014, the year she was promoted to her current role; and 2) an increase in stock price at the time of vesting versus the prior year. Represents ESG Results     4852   EXECUTIVE COMPENSATION     u   Compensation Decisions for Charles K. Stevens, IIIDhivya Suryadevara    Charles K. Stevens, III,Dhivya Suryadevara, Executive Vice President and Chief Financial Officer       2017 performance highlights for Mr. Stevens include:   u   2019 performance highlights to strategic goals for Ms. Suryadevara include: Culture uContinued to drive improvemententerprise engagement towards a safety-first culture resulting in EBIT-adjustedzero fatalities and delivered record EBIT-adjusted margins, including the third straight year of 10% or higher marginsreductions in North Americapermanently disabling injuries and lost workdays     uCore Operations   IncreasedEPS-diluted-adjustedu to record $6.62Generated $137.2B in Revenue, $8.4B in EBIT-adjusted, 6.1% EBIT-adjusted margin, 16.2% ROIC-adjusted, and EPS-diluted-adjusted of $4.82   u   Repurchased more than $6.7 billionu Continued to enhance organizational focus on cash and returned $25 billion to shareholders through dividends and share repurchases since 2012, representing more than 90%quality of available free cash flow generated over that timeearnings   u   uAchieved ROIC-adjustedrecord GM Financial earnings in 2019 of 28.2%$2.1B and $400M in dividends paid back to GM   u   Delivered $5.5 billion in cost savings against $6.5 billion of targeted savings through the end of 2018u Continued to execute a robust investor outreach strategy with focus on key franchises and leveraged traditional and non-traditional venues to optimize engagement     uTransformation   Continuedu Announced joint venture with LG Chem to make investments inbuild a new plant to mass-produce battery cells for an all-electric future technology and innovation   u Achieved $2.8B in transformational cost savings for 2019, and $3.3B since 2018 The Compensation Committee kept Mr. Stevens’made the following pay decisions considering feedback from their independent compensation consultant and management: Base Salary – Effective January 1, 2019, increased base salary at $1,100,000from $900,000 to $1,000,000 based on the competitive market analysis provided byanalysis. Annual Incentive – Awarded 38 points based on results to strategic goals, highlighted above, for the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee2019 STIP performance year. Long-Term Incentive – In February 2019, awarded Mr. Stevens an annual equityLTIP grant of $3.725$4.25 million, consisting of 75% PSUs and 25% Stock Options. The Compensation Committee awarded Mr. Stevens 40 points based on his results, highlighted above, for the 2017 performance year. The totalTotal compensation for Mr. StevensMs. Suryadevara in 2017,2019, including salary, STIP, and LTIP awards, is displayed below.   Pay Element    Majority of Pay IsAt-Risk    Awarded Value   Base Salary    Only Fixed Pay Element    $1,100,000 1,000,000 STIP    Performance to Metrics    $1,622,500 875,000 PSUs(1)    Performance to Metrics and Stock Price    $3,076,744 3,659,772 Stock Options(2)    Performance to Stock Price    $   931,251 1,062,503 TOTAL         $6,730,4956,597,275   (1) PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performancereflects the accounting value based on the results from the Monte Carlo analysis to valuefor Relative TSR awards. (2) Stock Options are subject to time-based vesting.         Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Mr. Stevens in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year. Represents ESG Results         4953   EXECUTIVE COMPENSATION     u   Compensation Decisions for Daniel AmmannMark L. Reuss    Daniel Ammann,Mark L. Reuss, President       2017 performance highlights for Mr. Ammann include:   u   Led the successful sale of Opel/Vauxhall and GM Financial European businesses2019 performance highlights to PSAstrategic goals for Mr. Reuss include: u   Successfully completed various restructuring activities in GM International   Culture   u   Defined strategy for commercialization of autonomous vehicles through Transportation asu Continued to drive enterprise engagement towards a Servicesafety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays   u   Oversaw rapid autonomous vehicleu Expanded Super Cruise compatible highway network in the U.S. and Canada by 70,000 miles, introduced automatic lane change capabilities, and developed plans to expand the technology development and successful scaling of the team at GM Cruiseto over 20 vehicles, furthering our commitment to zero crashes   u   Significant global sales growth at Cadillac in 2017, with strong increases in ChinaCore Operations   u   Continued reshapingu Maintained U.S. retail sales leadership position and reprioritization of overall GM business and product portfoliogrew volume in key segments   u   Drove ongoing continuous performance improvement through extensive focus on Operational Excellenceu Attained global Cadillac sales record of 390K units in 2019   u Introduced industry-first technologies including Power Tailgate and DuraBed in the Chevrolet Silverado and MultiPro Tailgate in the GMC Sierra u Debuted the all new mid-engine Chevrolet Corvette earning 2020 North American Car of the Year and Motor Trend Car of the Year u Continued to position Cadillac as a racing leader, winning the Rolex 24 at Daytona for the fourth year in a row Transformation u Reduced complexities in 2019 by eliminating 12% of parts in plants, with a 2020 goal of eliminating 25% parts in plants u Debuted a new digital vehicle platform on the 2020 Cadillac CT5 sedan, which can manage up to 4.5 terabytes of data processing power per hour, a fivefold increase in capabilities over current electrical architecture u Continued to execute global electrification plan through launch of 2020 Bolt EV u Announced GMC’s first-ever electric truck, the HUMMER EV The Compensation Committee kept Mr. Ammann’smade the following pay decisions considering feedback from their independent compensation consultant and management: Base Salary – Held base salary at $1,450,000$1,200,000 based on the competitive market analysis provided byanalysis. Annual Incentive – Awarded 38 points based on results to strategic goals, highlighted above, for the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee2019 STIP performance year. Long-Term Incentive – In February 2019, awarded Mr. Ammann an annual equityLTIP grant of $4.94$4.8 million, consisting of 75% PSUs and 25% Stock Options. The Compensation Committee awarded Mr. Ammann 40 points based on his results, highlighted above, for the 2017 performance year. The totalTotal compensation for Mr. AmmannReuss in 2017,2019, including salary, STIP, and LTIP awards, is displayed below.   Pay Element    Majority of Pay IsAt-Risk    Awarded Value   Base Salary    Only Fixed Pay Element    $1,450,000 1,200,000 STIP    Performance to Metrics    $2,138,800 1,050,000 PSUs(1)    Performance to Metrics and Stock Price    $4,078,222 4,133,385 Stock Options(2)    Performance to Stock Price    $1,234,378 1,200,000 TOTAL         $8,901,4007,583,385   (1) PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performancereflects the accounting value based on the results from the Monte Carlo analysis to valuefor Relative TSR awards. (2) Stock Options are subject to time-based vesting.         Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Mr. Ammann in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year. Represents ESG Results     5054   EXECUTIVE COMPENSATION     u   Compensation Decisions for MarkBarry L. ReussEngle II    MarkBarry L. Reuss,Engle II, Executive Vice President Global Product Development,     Purchasing and Supply ChainPresident, North America       2017 performance highlights for Mr. Reuss include:   u   Launched Super Cruise, the world’s first hands-free highway driving technology, on the Cadillac CT62019 performance highlights to strategic goals for Mr. Engle include: u   Led development ofall-new EME 1.0 battery architecture, providing flexible pack configurations at more than 30% lower cost   Culture   u   Received the IHS Automotive Loyalty Award for the third straight yearu Continued to drive enterprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays   u   Developedu Recognized a global electrification plan to leadGM employee or team each quarter with the industry and announced thatMark of Customer Excellence award, reinforcing our value of putting the customer at least 20 new electric vehicles will be introduced by 2023the center of everything we do   u   Received nearly 40 independent awards for the Bolt EV, making it the most awarded electric vehicle of the yearCore Operations   u   Developedu Sold more than 1 million crossovers for the first fuel cell midsized truck for use by the U.S. military and delivered fuel cells for usesecond year in a row in the first unmanned submarine powered by our fuel cells for validation for the U.S. military   u   Awardedu Achieved record average transaction prices of $36,844 in the Constructor Award for Chevrolet’s performance in motorsports winning manufacturers’ championships in Verizon IndyCar Series, NASCAR, NHRA Mello Yellow Series, IMSA, and Pirelli World ChallengeU.S.   u   Launched 25 vehicles globallyu Achieved higher average transaction prices for full-size trucks in the U.S. as compared to the industry average for 2019, through a disciplined pricing strategy   u   Became the first company to use mass-production methods to build autonomous electric test vehiclesu Maintained U.S. retail sales leadership position and grew volume in key segments   u   Led development efforts to deliver a fully autonomous vehicle complete with no steering wheel, or gas or brake pedalsu Increased heavy-duty crew cab sales year-over-year in the U.S.   u Announced availability of AT4 across the entire GMC lineup, including the first-ever 2021 Terrain AT4, Canyon AT4, and 2021 Yukon AT4 u Accomplished solid performance in GM Canada in 2019, with year-over-year sales growth in crossovers, EVs, and trucks u Announced investment of $1.5B in U.S. manufacturing base to bring the next generation of mid-size trucks to market Transformation u Announced GMC’s first-ever electric truck, the HUMMER EV u Committed to transforming the dealer experience to ensure an effective integration and partnership as we work to provide a seamless customer experience The Compensation Committee keptmade the following pay decisions considering feedback from their independent compensation consultant and management: Base Salary – Effective April 1, 2019, upon Mr. Reuss’Engle’s promotion, the Committee increased Mr. Engle’s base salary at $1,200,000to $800,000 based on the competitive market analysis provided byanalysis. Annual Incentive – Awarded 33 points based on results to strategic goals, highlighted above, for the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee2019 STIP performance year. Long-Term Incentive – In February 2019, awarded Mr. Reuss an annual equityLTIP grant of $4.05 million, consisting$2.4 million. In April 2019, following his promotion, awarded an additional LTIP grant of $0.8 million. Both grants consisted of 75% PSUs and 25% Stock Options. The Compensation Committee awarded Mr. Reuss 40 points based on his results, highlighted above, for the 2017 performance year. The totalTotal compensation for Mr. ReussEngle in 2017,2019, including salary, STIP, and LTIP awards, is displayed below.   Pay Element    Majority of Pay IsAt-Risk    Awarded Value   Base Salary    Only Fixed Pay Element $800,000 STIP    Performance to Metrics $1,200,000 $650,000 STIP PSUs(1)    Performance to Metrics $1,770,000 PSUs(1) Performance to Metrics and Stock Price    $3,345,168 2,747,276 Stock Options(2)    Performance to Stock Price    $1,012,504 800,003 TOTAL         $7,327,6724,997,279   (1) PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performancereflects the accounting value based on the results from the Monte Carlo analysis to valuefor Relative TSR awards. (2) Stock Options are subject to time-based vesting.         Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Mr. Reuss in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year. Represents ESG Results         5155   EXECUTIVE COMPENSATION     u   Compensation Decisions for Alan S. BateyCraig B. Glidden    Alan S. Batey,Craig B. Glidden, Executive Vice President & President, North Americaand General Counsel       2017 performance highlights for Mr. Batey include:   u   Achieved record margins2019 performance highlights to strategic goals for Mr. Glidden include: Culture u Continued to drive enterprise engagement towards a safety-first culture resulting in zero fatalities and reductions in permanently disabling injuries and lost workdays u Recognized by Financial Times as the Most Innovative In-House Legal Team in North America and delivered EBIT-adjusted margins of greater than 10% for the third straight year   u   Increased GM crossover retail sales in the United States by 21% over 2016 resulting in the best year in historyCore Operations   u   Increased average transaction prices in the United States to $35,600, exceeding the industry by $3,800u Resolved complex legal matters   u   Increased Denali sales in the United States where 29% ofu Oversaw legal support for all GMC vehicles sold were Denaliacquisition, divestiture, and transformation efforts   u   Awarded a third straight OEM IHS Customer Loyalty award for GM U.S.Transformation   u   Delivered the best retail sales since 2008u Furthered efforts in Canada with all four brands, Chevrolet +13.6%, Buick +15.1%, GMC +18.7%, and Cadillac +10.9%, experiencing double digit increasesautonomous vehicle regulations to move closer to commercial deployment   u   Earnedu Advised the J.D. Power CSI and SSI awardsCompany on legal issues related to the joint venture with LG Chem to manufacture battery cells for Buick in the United States for the second consecutive yearfuture EVs   Effective January 1, 2017, Mr. Batey’sThe Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant and management: Base Salary – Determined a base salary was increased from $950,000 to $1,025,000. The increase was supported by theof $775,000 based on competitive market analysis provided byanalysis. Annual Incentive – Awarded 38 points based on results to strategic goals, highlighted above, for the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee2019 STIP performance year. Long-Term Incentive – In February 2019, awarded Mr. Batey an annual equityLTIP grant of $2.69$2.4 million, consisting of 75% PSUs and 25% Stock Options. The Compensation Committee awarded Mr. Batey 35 points based on his results, highlighted above, for the 2017 performance year. The totalTotal compensation for Mr. BateyGlidden in 2017,2019, including salary, STIP, and LTIP awards, is displayed below.   Pay Element    Majority of Pay IsAt-Risk    Awarded Value   Base Salary    Only Fixed Pay Element $775,000 STIP    Performance to Metrics $1,025,000 $678,200 STIP PSUs(1)    Performance to Metrics $1,447,800 PSUs(1) Performance to Metrics and Stock Price    $2,224,928 2,072,064 Stock Options(2)    Performance to Stock Price    $   673,426 601,553 TOTAL         $5,371,1544,126,817   (1) PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performancereflects the accounting value based on the results from the Monte Carlo analysis to valuefor Relative TSR awards. (2) Stock Options are subject to time-based vesting.       Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation. Realized compensation includes base salary, earned STIP, and all options exercised and stock vested during the year. 2017 realized compensation increased relative to the prior year reflecting 1) the vesting of the PSU award granted to Mr. Batey in 2014, the year he was promoted to his current role; and 2) an increase in stock price at the time of vesting versus the prior year. Represents ESG Results     5256   EXECUTIVE COMPENSATION     u   Compensation Decisions for Karl-Thomas NeumannAlan S. Batey    Karl-Thomas Neumann,Alan S. Batey, Advisor and Former Executive Vice President &and    President, EuropeNorth America       Dr. Neumann played a key role in leadingMr. Batey retired on March 1, 2020, after 40 years with the Opel/Vauxhall organizations throughCompany. He held the saleposition of EVP and President, North America, since 2014 and led Global Chevrolet since July 2013. Mr. Batey served as an advisor after stepping down on April 1, 2019, to PSA while maximizing business results versus the plan and maintained the consistency of the workforce that transitioned to PSA. He continued to navigate the teams to achieve a successful closing and worked through issues with all stakeholdersassist in a constructive manner.smooth transition of his responsibilities to Mr. Engle.         Effective January 1, 2017, Dr. Neumann’sThe Compensation Committee made the following pay decisions considering feedback from their independent compensation consultant and management: Base Salary – Held base salary was€811,864 supported by theat $1,025,000 based on competitive market analysis provided byanalysis. Annual Incentive – Awarded 25 points for the Compensation Committee’s independent compensation consultant. For 2017, the Compensation Committee2019 STIP performance year as Mr. Batey stepped down from his position as Executive Vice President and President, North America effective April 1, 2019, and served as an advisor through his retirement on March 1, 2020. Long-Term Incentive – In February 2019, awarded Dr. Neumann an annual equityLTIP grant of $2.37$2.69 million, consisting of 75% PSUs and 25% Stock Options. Based on performance to goals for 2017, the Compensation Committee awarded Dr. Neumann 25 points for his performance assessment under the STIP. In addition, the Committee awarded Dr. Neumann aone-time transaction success incentive (“TSI”) award for his efforts in leading the Opel/Vauxhall organization through the close of the sale to PSA. The totalTotal compensation for Dr. NeumannMr. Batey in 2017,2019, including salary, bonus, STIP, and LTIP awards, is displayed below.   Pay Element    Majority of Pay IsAt-Risk    Awarded Value   Base Salary(1)    Only Fixed Pay Element    $   916,936 1,025,000 STIP(2)    Performance to Metrics    $1,276,317 730,300 PSUs(3)(1)    Performance to Metrics and Stock Price    $1,961,676 2,319,594 Stock Options(4)(2)    Performance to Stock Price    $   593,751 673,425 Other(5) Performance to Transaction $2,000,000 TOTAL         $6,748,6804,748,319 (1) The salary of €811,864 was paid in euros and converted to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2017 to December 31, 2017 during which compensation was earned €1 = $1.1294.     (2) The STIP award of €1,045,200, was paid in euros and converted using the exchange rate on date of payment. €1 = $1.221122 (3)(1) PSUs are subject to performance vesting; value reflects grant date fair value at target performance for Relative ROIC-adjusted awards and probable performancereflects the accounting value based on the results from the Monte Carlo analysis to valuefor Relative TSR awards. (4)(2) Stock Options are subject to time-based vesting. (5) The TSI was paid based on a successful close of the Opel/Vauxhall sale to PSA. The TSI award was based in U.S. dollars and paid in euros.       Awarded value reflects the amount included in the Summary Compensation Table, excluding change in pension value and all other compensation Realized compensation includes base salary, earned STIP, TSI award, and all options exercised and stock vested during the year.compensation.         5357   EXECUTIVE COMPENSATION     Compensation Policies and Governance Practices   u   Stock Ownership Requirements The Company requires our senior leaders to own GM stock in the Company to more closely align thetheir interests of senior leaders with those of our shareholders. The stock ownership requirements:   coverCover all senior leaders;leaders   setSet five years as the time frame to meet ownership requirements;requirements   establishRequire senior leaders to hold vested shares to maintain ownership requirements Establish a multiple of each executive’s base salary on the date they are first covered;covered   makeMake it possible to meet ownership requirements by owning either a multiple of base salary or a required number of shares; andshares   call for senior leaders to hold shares in order to meet the ongoing ownership requirements.Count only actual share holdings and unvested RSUs The table below shows the stock ownership requirement by level in the Company as well as ownership requirements for each of our NEOs. Position Ownership Requirement as a Multiple of Salary •  CEO 6x •  President 4x •  Executive Vice President •  Senior Vice President 3x •  Senior Executive 1x Company. As of December 31, 2017,2019, all NEOs have met or are on track to meet stock ownership requirements by their respective dates.   u Compensation Risk Assessment The Compensation Committee annually reviews the potential impact of our compensation programs on organizational risk. The Compensation Committee discusses the compensation programs and risk mitigation features when evaluating whether the programs encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk. The annual risk review, completed on December 9, 2019, with assistance from our human resources, audit, legal, and strategic risk management organizations, involved analyzing our current compensation programs in relation to risk. Our analysis concluded that our compensation programs include the following risk mitigation features: Mix of Pay Elements– Base salary, STIP, PSUs, and Stock Options are included in the executive compensation program. Short-Term and Long-Term Programs– The mix of our short-term and long-term compensation programs appropriately reward employees while balancing risk through the delayed payment of long-term awards. Adjustments to Compensation– Maximum payout caps are in place for incentive compensation and the Compensation Committee has the ability to apply negative discretion. Compensation Committee Oversight– Our Compensation Committee reviews plan performance and approves all executive compensation programs and payouts. Multiple Performance Measures– Multiple performance measures work together to balance risk in our incentive compensation programs. Stock Ownership Requirements– All senior leaders are subject to stock ownership requirements of at least 1x their salary, as described above. 58 EXECUTIVE COMPENSATION Clawback and Cancellation Provisions – All awards are subject to our Policy on Recoupment of Incentive Compensation, as described below. In addition, cancellation provisions apply to all outstanding STIP and LTIP awards. In 2019, the Compensation Committee determined that our compensation programs have sufficient risk mitigation features and do not encourage or reward employees for engaging in excessive, imprudent, inappropriate, or unnecessary risk. Based on the Compensation Committee’s review, the Committee determined our compensation programs to be low risk.   u   Policy on Recoupment of Incentive Compensation We have a corporate policyUnder our Policy on Recoupment of Incentive Compensation (available on our website atinvestor.gm.com/resources), our Compensation Committee is empowered to recover incentiverecoup (“clawback”) compensation paid to executive officers in cases where financial statements are restated because of employee fraud, negligence, or intentional misconduct. Under this clawback policy, postedExecutive Officers based on our website atgm.com/investors/corporate-governance, if the Board or an appropriate Board Committee determines any bonus, retention award, or short or long-term incentive compensation has been paid to any executive officer based ona materially inaccurate misstatement of earnings, revenues, gains, performance metrics, or other criteria, including reputational harm, the Board or Compensation Committee will take the action it deems necessary to recover the compensation paid, remedy the misconduct, and prevent its recurrence. For this purpose, a financial statementcriteria. Financial statements or performance metricmetrics will be treated as materially inaccurate when an employee knowingly engaged in providing inaccurate information or knowingly failed to timely correct information relatingin a timely manner. The Compensation Committee may also cancel outstanding equity-based awards granted to those financial statements or performance metrics. We will continueany covered employee if that employee engages in conduct detrimental to review our policy to ensure it is consistent with all legal requirements and in the best interests of the Company and its shareholders.Company. Clawback Policy Cancellation and Clawback due to Violation of Non-Compete and Non- Solicitation Terms Cancellation of Unvested and Outstanding Awards Covered Population Executive Officers covered by the policy Approximately 275 Senior Leaders All employees that receive awards through the STIP or LTIP Event Applicable Materially inaccurate misstatement of earnings, revenues, gains, performance metrics, or other criteria including reputational harm Employee violates non-compete or non-solicitation terms Employee engages in conduct deemed detrimental to the Company Awards Subject to Cancellation, Forfeiture, and/or Recoupment STIP, PSUs, RSUs, and Stock Options PSUs, RSUs, and Stock Options STIP, PSUs, RSUs, and Stock Options   u   Securities Trading PolicyGM Securities Our securities trading policyInsider Trading Policy prohibits our employees from buying or selling GM securities when in possession of material nonpublic information.information and during other closed periods. Any sale or purchase of common stock by directors, executive officers, and all other senior leaders must be made duringpre-established periods after receiving preclearance by a member of the GM Legal Staff or according to a preapproved Rule10b5-1 plan. Trading in GM derivatives (i.e.(i.e., puts or calls), engaging in short sales, or otherwise engaging in hedging activities, and pledging of GM securities is also prohibited. All GM executive officers are in compliance with the policy ofInsider Trading Policy and have not pledginghedged nor pledged any shares of GM common stock. This policy is posted on our website atgm.com/investors/corporate-governance.investor.gm.com/resources. 59 EXECUTIVE COMPENSATION   u   Tax Considerations IRCIn tax years commencing prior to January 1, 2018, Internal Revenue Code (“IRC”) Section 162(m) generally disallowsdisallowed federal tax deductions for compensation in excess of $1 million paid to the CEO and the next three of our highest-paid officers (other than the CFO) whose compensation is required to be reported in(collectively the Summary Compensation Table in this Proxy Statement (‘‘Covered Executives’’“Covered Executives”). Certain performance-based compensation is not subject to this deduction limitation as applicable for fiscal year 2017. 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 for performance during 2017 are paid based on the achievement of performance measures approved by shareholders in 2014 as part of the 2014 STIP. Because the STIP awards for performance during 2017 are intended to be deductible as performance-based compensation under 162(m), the Compensation Committee set the maximum award for each Covered Executive at $7.5 million. Incentive amounts equal to the maximum will be funded for each Covered Executive 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 other business and individual performance, as described in “Executive Compensation—Performance Results and Compensation Decisions—2017 Short-Term Incentive Plan” on page 47. 54 EXECUTIVE COMPENSATION The Tax Cuts and Jobs Act, enacted on December 22, 2017, substantially modifiesmodified IRC Section 162(m) and, among other things, eliminateseliminated the performance-based compensation exception to the $1 million deduction limit effective as of January 1, 2018. As a result, beginning in 2018, compensation paid to Covered Executives in excess of $1 million will generally be nondeductible, whether or not it is performance-based. In addition, beginning in 2018, the Covered Executives will include any individual who served as the CEO or CFO at any time during the taxable year and the next three of our highest paid officers (other than the CEO and CFO) for the taxable year, and once an individual becomes a Covered Executive for any taxable year beginning after December 31, 2016, that individual will remain a Covered Executive for all future years, including following any termination of employment. The Tax Cuts and Jobs Act includes a transition relief rule pursuant to which the changes to IRC Section 162(m) described above will not apply to compensation payable pursuant to a written binding contract that was in effect on November 2, 2017, and is not materially modified after that date. To the extent it is applicable to our existing arrangements, the Compensation Committee may avail itself of this transition relief rule. However, because of uncertainties as to the application and interpretation of the transition relief rule, no assurances can be given at this time that our existing arrangements, even if in place on November 2, 2017, will meet the requirements of the transition relief rule. Moreover, to maintain flexibility in attracting and retaining talented executives, the Compensation Committee does not limit its actions with respect to executive compensation to preserve deductibility under IRC Section 162(m) if the Compensation Committee determines that doing so is in the best interests of our shareholders.   u   Compensation Committee and Consultant Independence Our Compensation Committee is composed entirely of independent directors as determined by the Board under NYSE standardsguidelines and as defined for various regulatory purposes. The Compensation Committee was assisted in its work by Farient Advisors assisted the Compensation Committeefrom January to June of 2019 and transitioned to Frederic W. Cook & Co., Inc. (“FW Cook”) in 2017.June of 2019. Both Farient Advisors is anand FW Cook are independent compensation consulting firm that takesfirms who take direction from and isare solely responsible to the Compensation Committee. The Compensation Committee is also aided in its deliberations byin-house legal counsel. Under its charter, the Compensation Committee has the authority to hire outside consultants and advisors at the Company’s expense. The Compensation Committee retains the services of Farient Advisorsan independent consultant for advice on issues related to the compensation of NEOs and other executivecompensation-related matters. A representative of Farient Advisors attended allThe independent compensation consultant attends Compensation Committee meetings, either in person or via telephone, consultedconsults with and advisedadvises the Compensation Committee members on executive compensation, including the structure and amounts of various pay elements, and developeddevelops executive benchmarking data for the Compensation Committee.data. Neither Farient Advisors nor FW Cook 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:   Services provided to GM management outside of the services provided to the Compensation Committee;Committee   Fees paid as a percentage of Farient Advisors’ total revenue;revenue   Policies and procedures of Farient Advisors designed to prevent conflicts of interest;interest   Any business or personal relationships between members of the Compensation Committee and Farient Advisors;the independent consultant   Stock ownership by employees of Farient Advisors; andthe independent consultant   Any business or personal relationships between GM and Farient Advisors.the independent consultant The Compensation Committee reviewedAfter reviewing the performance and independence of their consultant, the Compensation Committee determined both Farient Advisors and determined that Farient Advisors wasFW Cook were independent based on the standards above.   u 60   Compensation Risk Assessment During 2017, the Compensation Committee reviewed and discussed the impact of executive compensation programs on organizational risk. The Compensation Committee discussed plans and reviewed risk mitigation features in each of the plans to evaluate, with the assistance of our audit, legal and risk management organizations, the overall impact that compensation programs have on organizational risk. The Compensation Committee determined compensation programs have sufficient risk mitigation features and do not encourage or reward employees for taking excessive or unnecessary risk. The mix of our short-term and long-term compensation programs appropriately rewards employees while balancing risk through the delayed payment of long-term awards. As a result of the compensation risk review completed on December 12, 2017, the Compensation Committee determined the overall risk of compensation programs exposing the organization to unnecessary or excessive risks is low. EXECUTIVE COMPENSATION   u   Employment and Termination Agreements The Company has no employment or termination agreements with any of our 20172019 NEOs. All NEOs participate in the sameGeneral Motors LLC U.S. Executive Severance Program availablefiled as an exhibit to other executive employees. 55 EXECUTIVE COMPENSATION the 2019 Form 10-K. 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 and incorporated by reference ininto the GM 20172019 Annual Report on Form10-K. Compensation Committee Carol M. Stephenson (Chair) Wesley G. Bush Joseph Jimenez James J. Mulva Patricia F. Russo 61 EXECUTIVE COMPENSATION   56 Executive Compensation Tables   u Summary Compensation Table                     Name and Principal Position(1)   Year     Salary ($)     Bonus ($)     Stock Awards(2) ($)     Option Awards(3) ($)     Nonequity Incentive Plan Compensation(4) ($)     Change in Pension Value and NQ Deferred Compensation Earnings(5) ($)     All Other Compensation(6) ($)      Total ($)   Mary T. Barra Chairman and Chief Executive Officer     2019       2,100,000       —       12,141,801       3,525,000       2,730,000       302,986       831,080        21,630,867       2018       2,100,000       —       11,081,760       3,425,006       4,452,000       —       811,684        21,870,450       2017       2,100,000       —       10,737,570       3,250,003       4,956,000       52,792       861,683        21,958,048   Dhivya Suryadevara Executive Vice President and Chief Financial Officer     2019       1,000,000       —       3,659,772       1,062,503       875,000       2,890       167,392        6,767,557       2018       668,100       —       2,446,635       796,263       1,192,500       —       402,592        5,506,090   Mark L. Reuss President     2019       1,200,000       —       4,133,385       1,200,000       1,050,000       250,488       348,374        8,182,247       2018       1,200,000       —       3,276,007       1,012,504       1,590,000       —       277,579        7,356,090       2017       1,200,000       —       3,345,168       1,012,504       1,770,000       54,390       344,446        7,726,508   Barry L. Engle II Executive Vice President and President, North America     2019       800,000       —       2,747,276       800,003       650,000       —       149,005        5,146,284   Craig B. Glidden Executive Vice President and General Counsel     2019       775,000       —       2,072,064       601,553       678,200       —       156,015        4,282,832   Alan S. Batey Advisor and Former Executive Vice President and President, North America     2019       1,025,000       —       2,319,594       673,425       730,300       353,583       216,131        5,318,033       2018       1,025,000       —       2,178,894       673,429       1,230,000       —       233,197        5,340,520       2017       1,025,000       —       2,224,928       673,426       1,447,800       316,601       287,373        5,975,128   (1) Titles reflect position as of December 31, 2019. Mr. Engle and Mr. Glidden were not NEOs in 2017 or 2018. Mr. Batey became an Advisor on April 1, 2019, and retired on March 1, 2020. (2) Stock Awards displays the grant date fair value of PSUs issued under the LTIP, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 718. PSUs will vest based on GM’s performance against Relative ROIC-adjusted and Relative TSR. The maximum award for PSUs for the 2019–2021 performance period is 200% of PSUs granted. The assumptions used for the Monte Carlo valuation of the Relative TSR portion of the PSUs are summarized below: Grant Date Stock Price Implied Volatility Risk-Free Interest Rate Valuation Price Valuation Price as a Percent of Target 2/13/2019 $39.00 28% 2.57% $56.51 144.9% 4/1/2019 $37.76 26% 2.36% $53.13 140.7% There is no dividend yield as dividends are assumed to be reinvested for the TSR calculation. The table below shows the PSUs valued based on the closing stock price on the date of grant and the maximum grant value based on maximum performance. 62 EXECUTIVE COMPENSATION   Value of PSU Awards at Target and Maximum Performance         2019 Target   ($)          2019 Maximum   ($)     Mary T. Barra      10,575,006            21,150,012     Dhivya Suryadevara      3,187,509            6,375,018     Mark L. Reuss      3,600,012            7,200,024     Barry L. Engle II      2,400,012            4,800,024     Craig B. Glidden      1,804,686            3,609,372     Alan S. Batey      2,020,278            4,040,556     (3) Option Awards displays the grant date fair value of Stock Options issued under the LTIP, computed in accordance with FASB ASC Topic 718 using a Black-Scholes valuation. The assumptions used for the Black-Scholes valuation of the Stock Options are summarized below: Grant Date Dividend Yield Implied Volatility Risk-Free Interest Rate Expected Option Life Grant Date Fair Value 2/13/2019 3.90% 28% 2.63% 6.00 years $7.50 4/1/2019 4.03% 26% 2.35% 5.87 years $6.36 (4) All NEOs were eligible for a payment under the STIP for 2019 performance based on the Company’s achievement of annual performance goals and individual performance. Individual performance decisions for each NEO are determined by the Compensation Committee; results are discussed beginning on page 52 of this Proxy Statement. (5) These amounts represent the actuarial change in the present value of the NEO’s accrued benefit for 2019 attributed to year-over-year variances in applicable discount rates, lump sum interest rates, mortality rates, and employer contributions to tax-qualified and non-tax-qualified plans, as described in “Pension Benefits” on page 67 of this Proxy Statement. The Company does not credit interest at above-market rates to any deferred accounts and no interest amounts are included in these totals. Mr. Engle and Mr. Glidden are not eligible for defined benefit pension plans. (6) The amounts included as All Other Compensation are described in the table below. All Other Compensation                     M.T. Barra ($)      D. Suryadevara ($)      M.L. Reuss ($)      B. L. Engle ($)      C. B. Glidden ($)      A.S. Batey ($)          Perquisites and Other Personal Benefits(1)      340,225        37,685        125,263        37,464        44,150        33,244      Employer Contributions to Savings Plans(2)      477,120        127,700        215,400        106,400        103,076        176,300      Life and Other Insurance Benefits(3)      13,735        2,007        7,711        5,141        8,789        6,587      TOTAL      831,080        167,392        348,374        149,005        156,015        216,131      (1) The amounts included as Perquisites and Other Personal Benefits are described in the table below. (2) Includes employer contributions to tax-qualified and non-tax-qualified savings and retirement plans during 2019. (3) Includes premiums paid by the Company for Group Variable Universal Life insurance for executives. Executives are responsible for any ordinary income taxes resulting from the cost of the GM-paid premiums. For Ms. Barra, amounts also include the Company’s cost of premiums for providing personal accident insurance for members of the Board. 63 EXECUTIVE COMPENSATION Perquisites and Other Personal Benefits             ��       M.T. Barra ($)      D. Suryadevara ($)      M.L. Reuss ($)      B. L. Engle ($)      C. B. Glidden ($)      A.S. Batey ($)          Personal Travel(1)      199,839        —        —        —        —        —      Security(2)      87,347        —        82,028        —        —        —      Company Vehicle Programs(3)      37,629        27,325        28,075        22,054        28,990        22,884      Executive Physical(4)      5,050        —        4,800        5,050        4,800        —      Financial Counseling(5)      10,360        10,360        10,360        10,360        10,360        10,360      Other(6)      —        —        —        —        —        —      TOTAL      340,225        37,685        125,263        37,464        44,150        33,244      (1) Personal travel, pursuant to Company policy as discussed on page 46 of this Proxy Statement, includes incremental costs (fuel, flight crew expenses, landing fees, ground transportation fees, and other miscellaneous variable expenses) associated with aircraft use. Ms. Barra serves on outside boards which we view as directly and integrally related to her role as Chairman and CEO and her professional development. The cost of travel to outside boards for 2019 was $216,607 and is excluded from the amount above. (2) Amounts include the incremental cost of providing security services and residential security system monitoring for Ms. Barra and Mr. Reuss as recommended by an independent third-party security consultant. For security personnel employed by the Company, the cost is the actual incremental cost of expenses incurred by the security personnel. Total salary, wages, and benefits are not allocated as the Company already incurs these costs for business purposes. (3) Includes the cost of providing cars, drivers, and the estimated annual lease value of the Company vehicles, inclusive of fuel and insurance, driven by NEOs. The annual lease value is included because it is more reflective of the value of the Company vehicle perquisite than of the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each participant. (4) Costs associated with executive physicals with our approved provider. (5) Costs associated with financial counseling and estate planning services with our approved provider. (6) Occasionally unused tickets from sponsorship agreements are made available for personal use. Tickets are included in sponsorship agreements and typically result in no incremental costs to the Company. In 2019, there were no incremental costs associated with the personal use of tickets to GM-sponsored events. Occasionally, limited souvenirs may be included as part of a sponsorship agreement and no incremental costs are incurred by the Company. 64 EXECUTIVE COMPENSATION     u Executive Compensation TablesGrants of Plan–Based Awards STIP awards for the 2019 performance year were made under the terms of the 2017 STIP. PSU and Stock Option grants were made to each NEO under the terms of the 2017 LTIP. PSUs vest and deliver at the end of the performance period and will be earned at a level between 0% and 200% of target. PSUs are based on the achievement of performance conditions relating to Relative ROIC-adjusted and Relative TSR over a three-year performance period from January 1, 2019, to December 31, 2021. The Stock Options vest ratably over a three-year period.   u Summary Compensation Table                                           Estimated Future Payouts Under Non-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of Stock or Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($/share)     Grant Date Fair Value of Stock and Option Awards($)(1)   Name     Award Type         Grant Date         Approval Date         Threshold ($)         Target ($)         Maximum ($)         Threshold (#)         Target (#)         Maximum (#)     Mary T. Barra     STIP       1/1/2019       1/17/2019       262,500       4,200,000       8,400,000                                                               Options       2/13/2019       1/17/2019                                                               470,000       39.00       3,525,000         PSU       2/13/2019       1/17/2019                               44,740       271,154       542,308                               12,141,801   Dhivya Suryadevara     STIP       1/1/2019       1/17/2019       78,125       1,250,000       2,500,000                                                               Options       2/13/2019       1/17/2019                                                               141,667       39.00       1,062,503         PSU       2/13/2019       1/17/2019                               13,486       81,731       163,462                               3,659,772   Mark L. Reuss     STIP       1/1/2019       1/17/2019       93,750       1,500,000       3,000,000                                                               Options       2/13/2019       1/17/2019                                                               160,000       39.00       1,200,000         PSU       2/13/2019       1/17/2019                               15,231       92,308       184,616                               4,133,385   Barry L. Engle II     STIP       1/1/2019       1/17/2019       62,500       1,000,000       2,000,000                                                               Options       2/13/2019       1/17/2019                                                               80,000       39.00       600,000       Options       4/1/2019       2/25/2019                                                               31,447       37.76       200,003       PSU       2/13/2019       1/17/2019                               7,615       46,154       92,308                               2,066,684         PSU       4/1/2019       2/25/2019                               2,622       15,890       31,780                               680,592   Craig B. Glidden     STIP       1/1/2019       1/17/2019       60,550       968,800       1,937,600                                                               Options       2/13/2019       1/17/2019                                                               80,207       39.00       601,553         PSU       2/13/2019       1/17/2019                               7,635       46,274       92,548                               2,072,064   Alan S. Batey     STIP       1/1/2019       1/17/2019       80,081       1,281,300       2,562,600                                                               Options       2/13/2019       1/17/2019                                                               89,790       39.00       673,425         PSU       2/13/2019       1/17/2019                               8,547       51,802       103,604                               2,319,594       Name and   Principal   Position(1)     Year       Salary(2) ($)       Bonus(3) ($)       Stock Awards(4) ($)       Option Awards(5) ($)       Nonequity Incentive Plan Compensation(6) ($)         Change in Pension Value and NQ Deferred Compensation Earnings(7) ($)       All Other Compensation(8) ($)       Total ($)     Mary T. Barra Chairman and Chief Executive Officer           2017               2,100,000             —             10,737,570             3,250,003             4,956,000             52,792             861,683             21,958,048                 2016               2,000,000             —             13,000,036             —             6,760,000             181,777             640,246             22,582,059                 2015               1,750,000             —             12,000,004             11,167,029             3,062,500 ��           12,012             597,118             28,588,663       Charles K. Stevens, III Executive Vice President and Chief Financial Officer           2017               1,100,000             —             3,076,744             931,251             1,622,500             54,114             316,430             7,101,039                 2016               1,100,000             —             3,450,007             —             2,673,800             135,146             244,132             7,603,085                 2015               1,000,000             —             2,875,049             2,675,437             1,375,000             —             176,738             8,102,224       Daniel Ammann President           2017               1,450,000             —             4,078,222             1,234,378             2,138,800             —             356,918             9,258,318                 2016               1,450,000             —             4,700,032             —             3,513,100             —             560,852             10,223,984                 2015               1,200,000             —             4,500,021             4,187,636                 1,650,000               —             262,420             11,800,077       Mark L. Reuss Executive Vice President, Global Product Development, Purchasing and Supply Chain           2017               1,200,000             —             3,345,168             1,012,504             1,770,000             54,390             344,446             7,726,508                 2016               1,200,000             —             3,900,018             —             2,905,000             134,777             272,866             8,412,661                   2015                     1,100,000                   —                   3,825,012                   3,559,495                   1,515,000                   —                   199,629                   10,199,136           Alan S. Batey Executive Vice President, & President, North America           2017               1,025,000             —             2,224,928             673,426             1,447,800             316,601             287,373             5,975,128                 2016               950,000             —             2,700,035             —             2,406,900             133,151             225,078             6,415,164       Karl-Thomas Neumann Former Executive Vice President & President, Europe             2017               916,936             2,000,000             1,961,676             593,751             1,276,317             126,796             12,563             6,888,039       (1) (1) Titles in the table reflect the NEOs position as of December 31, 2017. Mr. Batey first became a NEO in 2016. Dr. Neumann was not a NEO in 2015 or 2016. (2) Dr. Neumann’s salary, which was paid in euros, has been converted to U.S. dollars, applying an average foreign exchange rate for the period from January 1, 2017 to December 31, 2017, during which compensation was earned €1 = $1.1294. (3) Dr. Neumann received a Transaction Success Incentive award for his work on the successful sale of Opel/Vauxhall to PSA. The amount was based in U.S. dollars and paid in euros. (4) Stock Awards displays the grant date fair value of PSUs issued under the LTIP, computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)This column shows the aggregate grant date fair value of PSUs and Stock Options granted to the NEOs in 2019. The aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the vesting schedule. All grant date fair values have been computed in accordance with FASB ASC Topic 718. PSUs will vest based on GM’s performance to both Relative ROIC-adjusted and Relative TSR. The maximum award for PSUs for the 2017–2019 performance periods is 200% of PSUs granted. The value at the time of grant was $37.24 per share for Relative ROIC-adjusted PSUs and $48.67 (131% of target) for Relative TSR PSUs based on the Monte Carlo analysis. The assumptions for the Monte Carlo analysis used implied volatility of 25.0%, risk-free interest rate of 1.56% and no dividend yield as dividends are assumed to be reinvested for the TSR calculation. The table below shows PSUs valued based on the closing price on date of grant of $37.24 per share and the maximum PSU grant value based on maximum performance.   Value of PSU Awards at Target and Maximum Performance                2017   Target ($)        2017   Maximum   ($)          Mary T. Barra          9,750,028                19,500,056              Charles K. Stevens, III          2,793,782                5,587,564              Daniel Ammann          3,703,146                7,406,291              Mark L. Reuss          3,037,518                6,075,036              Alan S. Batey          2,020,307                4,040,614              Karl-Thomas Neumann          1,781,264                3,562,527              57 EXECUTIVE COMPENSATION (5) Option Awards displays the grant fair value of Stock Options issued under the LTIP, computed in accordance with FASB ASC Topic 718 using a Black-Scholes valuation. Assumptions used to calculate the grant date fair value was a dividend yield of 4.43%, expected volatility of 25.0%, a risk-free interest rate of 1.97%, and an expected option life of 5.84 years. The grant date fair value was $4.98 per option. (6) Each NEO was eligible for a payment under the STIP for 2017 performance based on the Company’s achievement of annual performance goals and individual performance. Individual performance decisions for each NEO are determined by the Compensation Committee, and results are discussed beginning on page 48. The amount reported for Dr. Neumann was paid in euros and converted to U.S. dollars using the exchange rate on date of payment (February 28, 2018), which was €1 = $1.221122. (7) These amounts represent the actuarial change in the present value of the executive’s accrued benefit for 2017 attributed to year-over-year variances in applicable discount rates, lump sum interest rates, mortality rates, and employer contributions totax-qualified andnon-tax-qualified plans as described in the section titled “Pension Benefits” on page 61. The Company does not credit interest at above-market rates to any deferred accounts, and no interest amounts are included in these totals. Mr. Ammann is not eligible for defined benefit pension plans. (8) Totals for amounts included as “All Other Compensation” are described in the table below. All Other Compensation       M.T. Barra ($)      C.K. Stevens ($)      D. Ammann ($)      M.L. Reuss ($)      A.S.��Batey ($)      K.T. Neumann ($)        Perquisites and Other Personal Benefits(1)          233,323              39,257              95,948              44,350              35,570              12,563          Employer Contributions to Savings Plans(2)          615,600              270,428              256,524              294,300              246,913              —          Life and Other Insurance Benefits(3)          12,760              6,745              4,446              5,796              4,890              —            TOTAL          861,683              316,430              356,918              344,446              287,373              12,563          (1) See Perquisites and Other Personal Benefits table below for additional information. (2) Includes employer contributions totax-qualified andnon-tax-qualified savings and retirement plans during 2017. (3) Includes premiums paid by the Company for Group Variable Universal Life insurance for executives. Executives are responsible for any ordinary income taxes resulting from the cost of theGM-paid premiums. For Ms. Barra, amounts also include the Company’s cost of premiums for providing personal accident insurance for members of the Board. Perquisites and Other Personal Benefits       M.T. Barra ($)        C.K. Stevens ($)        D. Ammann ($)        M.L. Reuss ($)        A.S. Batey ($)        K.T. Neumann ($)          Personal Travel(1)          168,085              —              14,690              —              —              —          Security(2)          12,597              —              37,511              —              —              —          Company Vehicle Programs(3)          37,031              23,647              33,387              28,990              25,210              12,563          Executive Physical(4)          5,250              5,250              —              5,000              —              —          Financial Counseling(5)          10,360              10,360              10,360              10,360              10,360              —          Other(6)          —              —              —              —              —              —          TOTAL          233,323              39,257              95,948              44,350              35,570              12,563          (1) Personal travel pursuant to Company policy as discussed on page 43 includes both the full cost of chartered aircraft and the incremental cost when using Company-owned aircraft. Incremental costs include fuel, flight crew expenses, landing fees, ground transportation fees, and other miscellaneous variable expenses. (2) Amounts include the actual costs of residential security system monitoring for Ms. Barra and Mr. Ammann as recommended by independent security consultants. (3) Company vehicle programs includes the cost of providing cars and drivers and the estimated annual lease value of the Company vehicles, inclusive of fuel and insurance, driven by NEOs. We include the annual lease value because it is more reflective of the value of the company vehicle perquisite than the Company’s incremental costs, which are generally significantly lower because the Company manufactures and ordinarily disposes of Company vehicles for a profit, resulting in minimal incremental costs, if any. Taxes related to imputed income are the responsibility of each participant. (4) Costs associated with executive physicals for each executive with approved providers. (5) Costs associated with financial counseling and estate planning services with approved providers. (6) Occasionally unused tickets from sponsorship agreements are made available for personal use. Tickets are included in sponsorship agreements and typically result in no incremental costs to the Company. The value represents the incremental costs associated with the personal use of tickets toGM-sponsored events. Occasionally, souvenirs such as jerseys may be included as part of a sponsorship agreements and no incremental costs are incurred by the Company. 58 EXECUTIVE COMPENSATION u Grants of Plan–Based Awards STIP awards for the 2017 performance year were made under the terms of the 2014 STIP, PSU equity grants were made to each NEO under the terms of the 2014 LTIP, and Stock Options were granted under the terms of the 2017 LTIP. PSUs, which vest and deliver at the end of the performance period, will be earned at a level between 0% and 200% of target. PSUs are based on the achievement of performance conditions relating to Relative ROIC-adjusted and Relative TSR over a three-year performance period from January 1, 2017 to December 31, 2019. The Stock Options will vest ratably over the three-year period.                             Estimated Future Payouts UnderNon-Equity Incentive Plan Awards     Estimated Future Payouts Under Equity Incentive Plan Awards     All Other Stock Awards: Number of Shares of Stock or Units (#)     All Other Option Awards: Number of Securities Underlying Options (#)     Exercise or Base Price of Option Awards ($/share)     Grant Date Fair Value of Stock and Option Awards($)(1)     Name   Award Type     Grant Date     Approval Date     Threshold ($)     Target ($)     Maximum ($)     Threshold (#)     Target (#)     Maximum (#)           Mary T. Barra     STIP       1/1/2017       2/1/2017       525,000       4,200,000       8,400,000                                                               Options       6/7/2017       2/1/2017                                                               652,611       34.34       3,250,003         PSU       2/14/2017       2/1/2017                               43,200       261,816       523,632                               10,737,570   Charles K. Stevens, III     STIP       1/1/2017       2/1/2017       171,875       1,375,000       2,750,000                                                               Options       6/7/2017       2/1/2017                                                               186,998       34.34       931,251         PSU       2/14/2017       2/1/2017                               12,378       75,021       150,042                               3,076,744   Daniel Ammann     STIP       1/1/2017       2/1/2017       226,563       1,812,500       3,625,000                                                               Options       6/7/2017       2/1/2017                                                               247,867       34.34       1,234,378         PSU       2/14/2017       2/1/2017                               16,408       99,440       198,880                               4,078,222   Mark L. Reuss     STIP       1/1/2017       2/1/2017       187,500       1,500,000       3,000,000                                                               Options       6/7/2017       2/1/2017                                                               203,314       34.34       1,012,504         PSU       2/14/2017       2/1/2017                               13,458       81,566       163,132                               3,345,168   Alan S. Batey     STIP       1/1/2017       2/1/2017       160,163       1,281,300       2,562,600                                                               Options       6/7/2017       2/1/2017                                                               135,226       34.34       673,426         PSU       2/14/2017       2/1/2017                               8,951       54,251       108,502                               2,224,928   Karl-Thomas Neumann     STIP       1/1/2017       2/1/2017       164,063       1,312,500       2,625,000                                                               Options       6/7/2017       2/1/2017                                                               119,227       34.34       593,751         PSU       2/14/2017       2/1/2017                               7,892       47,832       95,664                               1,961,676   (1) This column shows the aggregate grant date fair value of PSUs and Stock Options granted to the NEOs in 2017. The aggregate grant date fair value is the amount that the Company expects to expense in its financial statements over the award’s vesting schedule. All grant date fair values have been computed in accordance with FASB ASC Topic 718. 59 EXECUTIVE COMPENSATION u Outstanding Equity Awards at FiscalYear-End Option Awards Stock Awards(1)   Name Grant Date Number of Securities Underlying Unexercised Options Exercisable (#) Number of Securities Underlying Unexercised Options Unexercisable (#) Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) Option Exercise Price ($) Option Expiration Date Number of Shares of Units or Stock That Have Not Vested (#) Market Value of Shares or Units of Stock That Have Not Vested ($) Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($) Mary T. Barra 6/7/2017 — 652,611 (2) 34.34 6/7/2027 2/14/2017 261,816 (7.8) 10,731,838 (8) 2/10/2016 78,191 (6) 3,205,049 351,859 (7,8) 14,422,700 (8) 7/28/2015 1,041,215 (3) 520,608 (4) 1,041,214 (5) 31.32 7/28/2025 2/11/2015 504,380 (6,7) 20,674,536 Charles K. Stevens, III 6/7/2017 — 186,998 (2) 34.34 6/7/2027 2/14/2017 75,021 (7,8) 3,075,111 (8) 2/10/2016 20,750 (6) 850,543 93,378 (7,8) 3,827,564 (8) 7/28/2015 — 124,729 (4) 249,458 (5) 31.32 7/28/2025 2/11/2015 120,842 (6,7) 4,953,314 Daniel Ammann 6/7/2017 — 247,867 (2) 34.34 6/7/2027 2/14/2017 99,440 (7,8) 4,076,046 (8) 2/10/2016 28,269 (6) 1,158,746 127,211 (7,8) 5,214,379 (8) 7/28/2015 390,456 (3) 195,228 (4) 390,455 (5) 31.32 7/25/2025 2/11/2015 189,143 (6,7) 7,752,972 Mark L. Reuss 6/7/2017 — 203,314 (2) 34.34 6/7/2027 2/14/2017 81,566 (7,8) 3,343,390 (8) 2/10/2016 23,457 (6) 961,502 105,558 (7,8) 4,326,822 (8) 7/28/2015 — 165,944 (4) 331,887 (5) 31.32 7/28/2025 2/11/2015 160,771 (6,7) 6,590,003 Alan S. Batey 6/7/2017 — 135,226 (2) 34.34 6/7/2027 2/14/2017 54,251 (7,8) 2,223,748 (8) 2/10/2016 16,240 (6) 665,678 73,079 (7,8) 2,995,508 (8) 7/28/2015 — 117,137 (4) 234,273 (5) 31.32 7/28/2025 2/11/2015 113,487 (6,7) 4,651,832 Karl-Thomas Neumann 6/7/2017 — 119,227 (2) 34.34 6/7/2027 2/14/2017 47,832 (7,8) 1,960,634 (8) 2/10/2016 14,285 (6) 585,542 64,282 (7,8) 2,634,919 (8) 7/28/2015 — 117,137 (4) 234,273 (5) 31.32 7/28/2025 2/11/2015 99,826 (6,7) 4,091,868 (1) The awards are valued based on the closing price of common stock on the NYSE on December 29, 2017, which was $40.99. (2) Options awards granted on June 7, 2017 and vest ratably each February 14 of 2018, 2019, and 2020. (3) Option awards granted under the DSV Option Grant on July 28, 2015. This portion represents the 40% of the award that featured time-based vesting and vested on February 15, 2017. (4) Option awards granted under the DSV Option Grant on July 28, 2015. This portion represents the 20% of the award that features performance-based vesting and vested on February 15, 2018 for the performance period ending December 31, 2017. (5) Option awards granted under the DSV Option Grant on July 28, 2015. This portion represents the unearned 40% of the award that features performance-based vesting and vests ratably each February 15 of 2019 and 2020. 60 EXECUTIVE COMPENSATION (6) RSU awards granted on February 10, 2016, and vest ratably each February 10 of 2017, 2018, and 2019. RSU awards granted on February 11, 2015 and vest ratably each February 11 of 2016, 2017, and 2018. (7) 2017 PSU awards granted on February 14, 2017, cliff-vest on February 14, 2020, upon completion of results for the performance period January 1, 2017–December 31, 2019. 2016 PSU awards granted on February 10, 2016 and cliff-vest on February 10, 2019, upon completion of results for the performance period January 1, 2016–December 31, 2018. 2015 PSU awards granted on February 11, 2015 and cliff-vested on February 11, 2018, upon completion of results for the performance period January 1, 2015–December 31, 2017. The final performance for the 2015–2017 PSU was 200% and is discussed on page 47. (8) Assumes target-level payout of PSU awards. If maximum-level payout of PSU awards, the number of shares (and market value of such shares) with respect to unvested 2016–2018 PSUs and 2017–2020 PSUs, respectively, outstanding as of December 31, 2017 was for Ms. Barra: 703,718 shares ($28,845,401) and 523,632 shares ($21,463,676); for Mr. Stevens: 186,756 shares ($7,655,128) and 150,042 shares ($6,150,222); for Mr. Ammann: 254,422 shares ($10,428,758) and 198,880 shares ($8,152,091); for Mr. Reuss: 211,116 shares ($8,653,645) and 163,132 shares ($6,686,781); for Mr. Batey: 146,158 shares ($5,991,016) and 108,502 shares ($4,447,497); for Dr. Neumann: 128,564 shares ($5,269,838) and 95,664 shares ($3,921,267). u Option Exercises and Stock Vested       Option Awards(1)        Stock Awards(2)     Name      Number of Shares Acquired on Exercise (#)          Value Realized on Exercise ($)          Number of Shares Acquired on Vesting (#)          Value Realized on Vesting ($)     Mary T. Barra          —                —                506,118                17,952,336       Charles K. Stevens, III          249,458                3,278,227                126,236                4,477,131       Daniel Ammann          —                —                231,322                8,206,125       Mark L. Reuss          331,888                1,222,211                254,800                9,032,512       Alan S. Batey          234,274                1,573,702                135,982                4,824,134       Karl-Thomas Neumann      234,274          808,339          158,341          5,665,176   (1) We computed the aggregate dollar value realized upon the exercise of Stock Options by multiplying the number of shares at exercise by the difference between the market price of our stock at exercise and the exercise price of the options. (2) We computed the aggregate dollar value realized on vesting by multiplying the number of shares of stock vested by the closing price of common stock on the vesting date. u Pension Benefits GM Salaried Retirement Plan Eligibility and Vesting: The 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. Benefit Formula: 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% of the employee’s eligible earnings up to theIRS-prescribed limits fortax-qualified plans. The 1.25% 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 certainage-reduction factors applied. The plan also 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, andage-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% 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 2017, the maximum single life annuity a NEO could have received under these limits was $215,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates. 61 EXECUTIVE COMPENSATION GM Executive Retirement Plan Eligibility and Vesting: The GM Executive Retirement Plan (“DB ERP”) is an unfunded andnon-tax-qualified retirement program that covers eligible executives, including named executives, to provide retirement benefits above amounts available under our other pension programs. Benefit Formula: Service Prior to January 1, 2007: The supplemental pension will equal the greater of (a) 2% 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% 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% 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% multiplied by their annual base salary and is applicable to amounts in excess of theIRS-prescribed limit applicable totax-qualified plans. Service from January 1, 2008 to September 30, 2012: The supplemental pension will equal 1.25% multiplied by their annual base salary plus short-term incentive payments and is applicable to amounts in excess of theIRS-prescribed limit applicable totax-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. VML Pension Plan Eligibility and Vesting: The Vauxhall Motors (“VML”) Pension Plan is a funded defined benefit plan open to all GM United Kingdom employees prior to October 2012, when it closed to new entrants. Benefit Formula: Service Prior to May 31, 2009: The VML Pension Plan gave an annual pension equal to 1/55th times pensionable service times Final Pensionable Pay. Pensionable Pay is defined as basic pay less the lower earnings limit. Service from June 1, 2009: An annual pension equal to 1/60th times pensionable service times Final Pensionable Pay. Increases in pensionable pay is limited to the rate of RPI inflation annually other than for one off increases due to promotions. Time and form of payment: Normal retirement age under the plan is age 65. Deferred members can take their pension from age 55 subject to a reduction, using the plans early retirement factors. Adam Opel AG Pension Plan Eligibility and Vesting: The Adam Opel AG (“Opel”) Pension Plan is a cash balance plan. Participants hired after 2006 accrue “pension elements” each year. The pension element equals a “pay credit” multiplied by an “age factor.” Full vesting is provided after five years of service and 25 years of age. Benefit Formula: Service from 2006: The pay credit is 1.75% times the annual income for the year, plus 10.5% times the portion of the annual income in excess of the social security threshold for the year. The age factor is designed to accumulate the pay credit with interest to age 60 and ranges from 4% for the youngest employees to 1% for the oldest. Between 60 and retirement, in addition to the pension elements continuing to accrue, the accumulated pension elements are increased at the minimum guaranteed rate of interest for German life insurance contracts. Time and form of payment: Normal retirement age under the plan is age 63. Participants must wait until normal retirement benefit age before commencing benefits. The normal form of payment is 12 annual installments. Payments in six annual installments, a lump sum, or a lifelong annuity are available, but subject to Company consent. 62 EXECUTIVE COMPENSATION   Name    Plan Name    Number of Years of Eligible Credited Service as of December 31, 2017(1)      Present Value of Accumulated Benefits(2) ($)      Payments During Last Fiscal Year ($)     Mary T. Barra      SRP          35.3              1,095,092              —          DB ERP          35.3              964,422              —         Charles K. Stevens, III      SRP          38.5              1,179,679              —          DB ERP          38.5              436,059              —         Daniel Ammann(3)                 —                    —                    —           Mark L. Reuss      SRP          30.8              884,761              —          DB ERP          30.8              602,652              —         Alan S. Batey(4)      SRP          38.3              52,949              —          VML Pension Plan          31.8              2,767,045              —         Karl-Thomas Neumann        Opel              4.8                    490,007                    —         (1) Eligible service recognizes credited service under the frozen qualified SRP in addition to future service to determine retirement eligibility. (2) The present value of the SRP benefit amount shown takes into consideration the ability to elect a joint and survivor annuity form of payment as well as the ability to elect to receive the annuity as a lump sum. For SRP and DB ERP benefits, the present value represents the value of the benefit payable at age 60 (or immediately if over age 60). Present values shown here are based on the mortality and discount rate assumptions used in the December 31, 2017, FASB ASC Section 718, “Compensation-Retirement Benefits” except where needed to meet proxy statement requirements. The discount rates used for calculations as of December 31, 2017 for the SRP are 3.69%; for the ERP are 3.32%; for the VML Pension Plan are 2.52%; and for the Opel Pension Plan are 1.54%. (3) Mr. Ammann is eligible to participate only in defined contribution plans offered by the Company. (4) Mr. Batey is a participant in the VML Pension Plan from his service in the United Kingdom. u Nonqualified Deferred Compensation Plan 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. The table below reflects December 31, 2017, balances for the nonqualified deferred compensation plan and any contributions, earnings, or withdrawals during the year.   Name    Plan    Executive Contributions in the Last Fiscal Year      Registrant Contributions in the Last Fiscal Year(1) ($)      Aggregate Earnings in the Last Fiscal Year(2) ($)      Aggregate Withdrawals and Distributions ($)      Aggregate Balance at 2017 Fiscal Year End(3) ($)   Mary T. Barra    DC ERP      —        602,664        222,246        —        1,743,016   Charles K. Stevens, III    DC ERP      —        261,261        95,126        —        782,634   Daniel Ammann    DC ERP      —        238,774        42,341        —        640,999   Mark L. Reuss    DC ERP      —        271,200        104,822        —        795,468   Alan S. Batey    DC ERP      —        224,626        83,770        —        664,358   Karl-Thomas Neumann    DC ERP      —        —        —        —        —   (1) The full amount shown under Registrant Contributions is included in the All Other Compensation column of the Summary Compensation Table. (2) Earnings that may be included in the Aggregate Earnings in the Last Fiscal Year column are not reported in the Change in Pension Value andNon-qualified Deferred Compensation totals in the Summary Compensation Table, because we do not pay above-market earnings on deferred compensation. (3) The following amounts have been included in the Summary Compensation Table in prior years: $797,224 (Ms. Barra), $386,918 (Mr. Stevens), $337,559 (Mr. Ammann), $382,466 (Mr. Reuss), and $150,466 (Mr. Batey). 63 EXECUTIVE COMPENSATION u Potential Payments Upon Termination The Company does not maintain individual employment agreements with any NEO that provide 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, 2017, due to each of the following: voluntary separation or termination for cause; qualifying termination under the Executive Severance Program; 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 present value of the accumulated benefits from each NEOs qualified and nonqualified pension plans shown in the Pension Benefits table on page 63, and the aggregate balance due to each NEO that is shown in the Nonqualified Deferred Compensation table above. For purposes of the following table, the Company describes these terminations and potential payments: Voluntary Separation or Termination for Cause – A voluntary separation occurs when an executive voluntarily terminates employment with the Company. A termination for cause occurs when an executive is dismissed from employment by the Company for cause, which is considered to include, but is not limited to, the executive’s gross negligence, willful misconduct, or violation of state or federal securities laws. Under each of these scenarios, executives generally forfeit all outstanding equity awards and are not eligible for any award or payment under the STIP. Full career status retirements receive different treatment, as discussed below. Executive Severance Program – A separation occurs when an executive’s position is eliminated or the Company and an executive agree to mutually end the employment relationship. An executive will be eligible to receive severance pay from the Company calculated based on their position and reflected as a multiple of base salary, COBRA, as well as a STIP award at target. An executive will receive cash payments of the value of the equity awards that are scheduled to vest within the next year after separation at the time of vesting if the executive enters into a mutual separation agreement. All unvested Stock Options are usually forfeited. An executive is also eligible for outplacement assistance based on position. Full Career Status Retirement – A full career status retirement occurs when an executive reaches the age of 55 with 10 or more years of continuous service or age 62 or older and the executive voluntarily separates from the Company. If an executive enters into a separation or severance agreement, they cannot also elect full career status retirement. In the event of full career status retirement, the executive is generally eligible for a prorated STIP award based on months of active service in the performance year as of their termination date and once final performance has been determined. RSUs granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of retirement. RSUs granted more than one year prior to the date of retirement continue to vest in accordance with their vesting schedule. PSUs granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of retirement and will be adjusted for final corporate performance against the performance measures contained in the awards; such awards will be payable following approval of such performance. PSUs granted more than one year prior to the date of retirement will remain outstanding until the end of the performance period, at which time they will be adjusted for final corporate performance and be settled following approval of such performance. Stock options granted within one year prior to the date of retirement are prorated based on months of active service prior to the date of retirement. Stock options granted more than one year prior to the date of retirement will continue to vest in accordance with their vesting schedule. As of December 31, 2017, only Ms. Barra and Mr. Stevens were eligible for full career status retirement. Disability – Disability occurs when an executive terminates employment by reason of their inability to engage in any gainful activity due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Executives are eligible for a full-year STIP award related to the year in which termination occurs once final performance has been determined. Unvested RSUs continue to vest according to their vesting schedule. Unvested PSUs vest immediately upon such termination and will remain outstanding until the end of the performance period, at which time they will be adjusted for final corporate performance and be settled following approval of such performance. Stock options will continue to vest in accordance with their vesting schedule. Death – Following the death of an executive, the beneficiary of the executive will be eligible to receive the target STIP award subject to adjustment for final corporate and individual performance following determination of the final award. RSUs immediately vest in full and are settled within 90 days of death. PSUs vest immediately upon death and will remain outstanding until the end of the performance period, at which time they will be adjusted for final corporate performance and be settled following approval of such performance. Stock options vest immediately upon death. Change in Control (Double Trigger) – In the event of a termination of employment resulting from a change in control, an executive will be eligible for severance under the GM Executive Severance Program that provides a severance payment based on position and multiple of base salary and 64 EXECUTIVE COMPENSATION COBRA. Executives also receive a STIP award at target and the STIP award for the prior year, if such award has been determined, but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control. For PSUs, the performance period will end immediately prior to the change in control, and awards will be determined based on actual performance and converted to a time-based award. Stock options immediately vest and are exercisable upon termination as a result of a change in control. Amounts shown in the following table are calculated by assuming that the relevant employment termination event occurred on December 31, 2017.   Name    Compensation Element(1)(2)(3)    Voluntary Separation or Termination for Cause      Executive Severance Program      Retirement(4)      Disability      Death      Change in Control with Termination     Mary T. Barra    Cash          —              4,261,875              —              —              —              4,246,875          STIP          —              4,200,000              4,326,000              4,326,000              4,326,000              4,200,000          LTIP          —              22,277,081              57,633,624              68,476,813              68,476,813              68,476,813            TOTAL          —              30,738,956              61,959,624              72,802,813              72,802,813              76,923,688         Charles K. Stevens, III    Cash          —              1,700,156              —              —              —              1,685,156          STIP          —              1,375,000              1,416,250              1,416,250              1,416,250              1,375,000          LTIP          —              5,378,585              14,461,449              17,568,456              17,568,456              17,568,456            TOTAL          —              8,453,741              15,877,699              18,984,706              18,984,706              20,628,612         Daniel Ammann    Cash          —              2,206,187              —              —              —              2,191,187          STIP          —              1,812,500              —              1,866,875              1,866,875              1,812,500          LTIP          —              8,332,365              —              25,514,022              25,514,022              25,514,022            TOTAL          —              12,351,052              —              27,380,897              27,380,897              29,517,709         Mark L. Reuss    Cash          —              1,850,156              —              —              —              1,835,156          STIP          —              1,500,000              —              1,545,000              1,545,000              1,500,000          LTIP          —              7,070,775              —              21,387,781              21,387,781              21,387,781            TOTAL          —              10,420,931              —              22,932,781              22,932,781              24,722,937         Alan S. Batey    Cash          —              1,587,656              —              —              —              1,572,656          STIP          —              1,281,250              —              1,319,688              1,319,688              1,281,250          LTIP          —              4,984,671              —              14,834,154              14,834,154              14,834,154            TOTAL          —              7,853,577              —              16,153,842              16,153,842              17,688,060         Karl-Thomas Neumann(5)    Cash          —              —              —              —              —              —          STIP          —              —              —              —              —              —          LTIP          —              —              —              —              —              —            TOTAL          —              —              —              —              —              —       (1) Cash amounts shown for Executive Severance Program and Change in Control with Termination are based on the Executive Severance Program. Payments are 2X Base for the CEO and 1.5X Base for all other NEOs. Under the Executive Severance Program, the CEO is eligible for a cash payment equal to 24 months of COBRA premiums, and the other NEOs, 18 months of COBRA premiums. There are no cash payments due upon Full Career Status Retirement, Disability, or Death. (2) STIP values shown for Full Career Status Retirement, Disability, and Death are based on the actual full-year performance at the overall corporate achievement. STIP amounts shown for Executive Severance Program and Change in Control with Termination reflect target-level performance. Executives forfeit STIP awards for Voluntary Separation or Termination for Cause. (3) LTIP amounts reflect the value of unvested RSU awards, PSU awards, and Stock Options that may vest upon termination. The value of the awards is based on GM’s closing stock price on December 29, 2017, of $40.99. For the Executive Severance Program, RSU awards and PSU awards are delivered in cash once vested; the value displayed reflects the value of awards that would be subject to payment based on awards outstanding as of December 31, 2017. (4) Only Ms. Barra and Mr. Stevens were eligible for retirement as of December 31, 2017. (5) Dr. Neumann left the Company on March 1, 2018. Dr. Neumann’s termination constituted a Voluntary Separation, and no payments were made, as reflected in the table.     65   EXECUTIVE COMPENSATION     u u CEO Pay Ratio Our CEO, who leads our global workforce of 180,000 (103,000 are located in the United States and 77,000 arenon-U.S. employees) had $21,958,048 in Annual Total Compensation in 2017 as reported in the Summary Compensation Table. To identify our median employee, we: 1. Excluded all employees (7,519) in the following 26 countries under the SEC’s 5% de minimis exemption: Argentina (199), Belarus (2), Switzerland (26), Chile (215), China (802), Colombia (1,204), Germany (16), Ecuador (853), Egypt (837), Great Britain (57), Indonesia (52), Ireland (195), Israel (187), Italy (705), Japan (42), New Zealand (39), Peru (45), Philippines (277), Russia (117), Singapore (89), Taiwan (9), Uruguay (12), Uzbekistan (8), Venezuela (34), Vietnam (375), and South Africa (1,122)Outstanding Equity Awards at Fiscal Year-End   2. Calculated year-to-date payroll as of November 1, 2017 on all employees, excluding the CEO            Option Awards      Stock Awards(1)   Name    Grant Date      Number of Securities Underlying Unexercised Options Exercisable (#)      Number of Securities Underlying Unexercised Options Unexercisable (#)     Option Exercise Price ($)      Option Expiration Date      Number of Shares or Units of Stock That Have Not Vested (#)     Market Value of Shares or Units of Stock That Have Not Vested ($)      Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#)     Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)   Mary T. Barra      2/13/2019        —        470,000 (2)      39.00        2/13/2029                         271,154 (7)(8)      9,924,236 (8)       2/13/2018        137,883        275,765 (3)      41.40        2/11/2028                         248,189 (7)(8)      9,083,717 (8)       6/7/2017        435,074        217,537 (4)      34.34        6/7/2027                                          2/14/2017                                           460,797 (6)      16,865,170                           7/28/2015        2,082,430        520,607 (5)      31.32        7/28/2025                                     Dhivya Suryadevara      2/13/2019        —        141,667 (2)      39.00        2/13/2029                         81,731 (7)(8)      2,991,355 (8)       10/1/2018        33,198        66,396 (3)      34.20        2/11/2028                         53,729 (7)(8)      1,966,481 (8)       2/13/2018        7,398        14,795 (3)      41.40        2/11/2028                         13,316 (7)(8)      487,366 (8)       6/7/2017        24,599        12,299 (4)      34.34        6/7/2027                                          2/14/2017                                           26,054 (6)      953,576                           7/28/2015        91,107        22,776 (5)      31.32        7/28/2025                                     Mark L. Reuss      2/13/2019        —        160,000 (2)      39.00        2/13/2029                         92,308 (7)(8)      3,378,473 (8)       2/13/2018        40,761        81,522 (3)      41.40        2/11/2028                         73,370 (7)(8)      2,685,342 (8)       6/7/2017        135,543        67,771 (4)      34.34        6/7/2027                                          2/14/2017                                           143,557 (6)      5,254,186                           7/28/2015        —        165,943 (5)      31.32        7/28/2025                                     Barry L. Engle II      4/1/2019        —        31,447 (2)      37.76        2/13/2029                         15,890 (7)(8)      581,574 (8)       2/13/2019        —        80,000 (2)      39.00        2/13/2029                         46,154 (7)(8)      1,689,236 (8)       2/13/2018        22,142        44,284 (3)      41.40        2/11/2028                         39,856 (7)(8)      1,458,730 (8)       6/7/2017        52,500        26,250 (4)      34.34        6/7/2027                                          2/14/2017                                           55,606 (6)      2,035,180                           10/1/2015        100,885        50,442 (5)      30.67        7/28/2025                                     Craig B. Glidden      2/13/2019        —        80,207 (2)      39.00        2/13/2029                         46,274 (7)(8)      1,693,628 (8)       2/13/2018        23,714        47,428 (3)      41.40        2/11/2028                         42,685 (7)(8)      1,562,271 (8)       6/7/2017        78,856        39,428 (4)      34.34        6/7/2027                                          2/14/2017                                           83,520 (6)      3,056,832                           7/28/2015        167,028        83,514 (5)      31.32        7/28/2025                                     Alan S. Batey      2/13/2019        —        89,790 (2)      39.00        2/13/2029                         51,802 (7)(8)      1,895,953 (8)       2/13/2018        27,111        54,221 (3)      41.40        2/11/2028                         48,799 (7)(8)      1,786,043 (8)       6/7/2017        45,076        45,075 (4)      34.34        6/7/2027                                          2/14/2017                                           95,482 (6)      3,494,641                           7/28/2015        117,137        117,136 (5)      31.32        7/28/2025                                     (1) 3. Identified the middle 51 employees using year-to-date payroll as a consistently applied compensation measure 4. Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply for determining total compensation of each NEO in the Summary Compensation Table 5. Re-ranked all middle 51 employees and selected the median employee Based on our calculation we can reasonably estimate that our median employee’s annual total compensation was $74,487 per year. The ratio of our CEO’s compensation to that of our median employee is estimated to be 295:1. The SEC’s rules for identifying the median employee and calculating the pay ratioawards are valued based on that employee’s annual total compensation allow companies to adopt a varietythe closing price of methodologies to calculatecommon stock on the median employee, exclude up to 5%NYSE on December 31, 2019, which was $36.60. (2) Option awards granted on February 13, 2019, and April 1, 2019, vest ratably each February 13 of 2020, 2021, and 2022. (3) Option awards granted on February 13, 2018, and October 1, 2018, vest ratably each February 13 of 2019, 2020, and 2021. (4) Option awards granted on June 7, 2017, vest ratably each February 14 of 2018, 2019, and 2020. (5) Option awards granted under the DSV option grant on July 28, 2015, and October 1, 2015. This portion represents the 20% of the workforce,award that features performance-based vesting and make reasonable estimatesvested on February 15, 2020, for the performance period ending December 31, 2019. (6) 2017 PSU awards granted on February 14, 2017, cliff-vested on February 14, 2020, upon determination of results for the performance period January 1, 2017–December 31, 2019. The final performance for the 2017–2019 PSU was 176% and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable with the pay ratio reported above. Other companies have different employee populations and compensation practices and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.is discussed on page 50 of this Proxy Statement. 66   66 EXECUTIVE COMPENSATION     (7) Equity Compensation Plan Information2019 PSU awards granted on February 13, 2019, and April 1, 2019, cliff-vest on February 13, 2022, upon determination of results for the performance period January 1, 2019–December 31, 2021. 2018 PSU awards granted on February 13, 2018, and October 1, 2018, cliff-vest on February 13, 2021, upon determination of results for the performance period January 1, 2018–December 31, 2020. (8) The following table provides informationAssumes target-level payout of PSU awards. If maximum-level payout of PSU awards, the number of shares (and market value of such shares) with respect to unvested 2018–2020 PSUs and 2019–2021 PSUs outstanding as of December 31, 2017, about2019, was for Ms. Barra 496,378 ($18,167,435) and 542,308 ($19,848,473); for Mr. Reuss 146,740 ($5,370,684) and 184,616 ($6,756,946); for Mr. Glidden 85,370 ($3,124,542) and 92,548 ($3,387,257); and for Mr. Batey 97,598 ($3,572,087) and 103,604 ($3,791,906), respectively. For Ms. Suryadevara, the Company’s common stock that may be issued uponnumber of shares (and market value of such shares) for maximum-level payout with respect to unvested 2018–2020 PSUs granted on February 13, 2018, 2018–2020 PSUs granted on October 1, 2018, and 2019-2021 PSUs, outstanding as of December 31, 2019, was 26,632 ($974,731); 107,458 ($3,932,963); and 163,462 ($5,982,709), respectively. For Mr. Engle, the exercisenumber of options, warrants,shares (and market value of such shares) for maximum-level payout with respect to unvested 2018–2020 PSUs, 2019–2021 PSUs granted on February 13, 2019, and rights under all the Company’s existing equity compensation plans.2019-2021 PSUs granted on April 1, 2019, outstanding as of December 31, 2019, was 79,712 ($2,917,459); 92,308 ($3,378,473); and 31,780 ($1,163,148), respectively.     Plan Category    Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (A)     Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (B)      Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (excluding securities reflected in column (A)) (C)   Equity compensation plans approved by security holders          43,700,545   (1)           $32.04              43,807,105       Equity compensation plans not approved by security holders(2)          5,852,700   (3)           —              15,187       Total          49,553,245   (4)           $32.04              43,822,292       u (1) The number includes the following:Option Exercises and Stock Vested   a. 25,899,063 shares represent options. b. 13,894,395 shares represent PSU awards assuming performance is achieved at target. For performance above target, awards may be settled in common stock, cash, or a combination of both. c. 3,907,087 shares represent RSUs. (2)            Option Awards(1)      Stock Awards(2)   Name    Number of Shares Acquired on Exercise (#)      Value Realized on Exercise ($)      Number of Shares Acquired on Vesting (#)      Value Realized on Vesting ($)   Mary T. Barra      —        —        623,181        24,117,105   Dhivya Suryadevara      —        —        35,235        1,363,595   Mark L. Reuss      165,944        1,445,737        186,955        7,235,159   Barry L. Engle II      —        —        68,312        2,643,674   Craig B. Glidden      —        —        112,653        4,359,671   Alan S. Batey      —        —        129,432        5,009,018   (1) 2016 Equity Incentive Plan, refer to Note 21 in our Annual Report on Form10-K for the fiscal year ended December 31, 2016. (3) Represents RSUs, restricted stock, and PSUs. PSUs may be issued upon achievement of performance conditions. (4) Excludes 3,301,608 stock based units that are required to be settled in cash pursuant to award agreements. The following table provides informationaggregate dollar value realized upon exercise is computed by multiplying the number of shares at exercise by the difference between the market price of common stock and the exercise price of the options. (2) The aggregate dollar value realized upon vesting is computed by multiplying the number of shares vested by the closing stock price on share usage for awards granted and performance awards vested/earned during fiscal year 2017 under the Company’s equity compensationvesting date. u Pension Benefits GM Salaried Retirement Plan Eligibility and Vesting: The 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 towards eligibility to retire. Benefit Formula: 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 employee 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% of the employee’s eligible earnings up to the IRS-prescribed limits for tax-qualified plans. The 1.25% accruals were frozen September 30, 2012.         Granted(1)      Performance Awards Vested/Earned   RSUs          1,000,000              —       RSAs              —                —       PSUs          5,200,000              6,500,000       Time-Based Stock Options              6,500,000                    —         Performance-Based Stock Options          —              —       (1) Excludes 4,000,000 stock based units that are required to be settled in cash pursuant to award agreements.     67   EXECUTIVE COMPENSATION 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: For employees hired prior to January 1, 2001, 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 provides Social Security supplements for those hired prior to 1988. Additionally, for employees hired on or 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 62. The plan provides a single-life annuity, a spousal joint and survivor annuity, contingent annuitant optional form of payment, or 100% lump sum option. For employees hired from January 1, 2001, to December 31, 2006, the plan provides a single-life annuity, contingent annuitant optional form of payment, or a 100% lump sum option. Tax Code Limitations on Benefits: Section 415(b)(1)(A) of the IRC limits the benefits payable under the GM SRP. For 2019, the maximum single life annuity a NEO could have received under these limits was $225,000 per year. This ceiling is actuarially adjusted in accordance with IRS rules to reflect employee contributions, actual forms of distribution, and actual retirement dates. GM Executive Retirement Plan Eligibility and Vesting: The GM Executive Retirement Plan (“DB ERP”) is an unfunded, non-tax-qualified retirement program that covers eligible executives to provide retirement benefits above amounts available under our other pension programs. Benefit Formula: Service Prior to January 1, 2007: The supplemental pension will equal the greater of (a) 2% of the average monthly base salary multiplied by all years of contributory service less the sum of all benefits payable under the GM SRP plus the maximum Social Security benefit as of January 2007 multiplied by all years of contributory service or (b) 1.5% 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% 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 September 30, 2012: For employees hired prior to January 1, 2001, the supplemental pension will equal 1.25% 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, 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. VML Pension Plan Eligibility and Vesting: The Vauxhall Motors (“VML”) Pension Plan is a funded defined benefit plan open to all GM United Kingdom employees prior to October 2012, when it closed to new entrants. 68 EXECUTIVE COMPENSATION Benefit Formula: Service Prior to May 31, 2009: The VML Pension Plan gave an annual pension equal to 1/55th times pensionable service times Final Pensionable Pay. Pensionable Pay is defined as basic pay less the lower earnings limit. Service from June 1, 2009: The VML Pension plan gave an annual pension equal to 1/60th times pensionable service times Final Pensionable Pay. Increases in pensionable pay are limited to the annual rate of Retail Price Index inflation other than for one-off increases due to promotions. Time and Form of Payment: Normal retirement age under the plan is age 65. Deferred members can take their pension from age 55 subject to a reduction, using the plans early retirement factors.           Name    Plan Name    Number of Years of Eligible Credited Service as of December 31, 2019(1)      Present Value of Accumulated Benefits(2) ($)      Payments During Last Fiscal Year ($)   Mary T. Barra    SRP      37.3        1,238,420        —        DB ERP      37.3        1,069,427        —   Dhivya Suryadevara    SRP      15.3        12,462        —   Mark L. Reuss    SRP      32.8        1,006,602        —        DB ERP      32.8    ��   672,472        —   Barry L. Engle II(3)    —      —        —        —   Craig B. Glidden(3)    —      —        —        —   Alan S. Batey(4)    SRP      40.3        60,132        —        VML Pension Plan      31.8        2,945,854        —   (1) Eligible service recognizes credited service under the frozen qualified SRP in addition to future service to determine retirement eligibility. (2) The present value of the SRP benefit amount shown takes into consideration the ability to elect a joint and survivor annuity form of payment as well as the ability to elect to receive the annuity as a lump sum. For SRP and DB ERP benefits, the present value represents the value of the benefit payable at age 60 (or immediately if over age 60). Present values shown here are based on the mortality and discount rate assumptions used in the December 31, 2019, FASB ASC Topic 715, “Compensation-Retirement Benefits,” except where needed to meet proxy statement requirements. The discount rates used for calculations as of December 31, 2019, for the SRP is 3.44%; for the DB ERP is 2.97%; and for the VML Pension Plan is 1.97%. (3) Mr. Engle and Mr. Glidden are only eligible to participate in defined contribution plans offered by the Company. (4) Mr. Batey is a participant in the VML Pension Plan from his service in the United Kingdom. u Nonqualified Deferred Compensation Plan We maintain certain deferred compensation programs and arrangements for executives. The DC ERP allows for the equalization of benefits for highly compensated salaried employees under the Retirement Savings Plan when such employees’ contribution and benefit levels exceed the maximum limitations on contributions and benefits imposed by Section 2004 of Employment Retirement Income Security Act of 1974, commonly known as ERISA, as amended, and Sections 401(a)(17) and 415(c)(1)(A) 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 the Company. 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 and the benefit is payable 69 EXECUTIVE COMPENSATION as a five-year certain annuity, with payments starting upon the retirement of the executive and continuing for 60 months. Contributions made on October 1, 2012, and later vest when the participant attains three years of service, regardless of age, and the benefit is payable as a 100% lump sum upon the retirement of the executive. The table below reflects December 31, 2019, balances for the nonqualified deferred compensation plan and any contributions, earnings, or withdrawals during the year.               Name    Plan      Executive Contributions in the Last Fiscal Year ($)      Registrant Contributions in the Last Fiscal Year(1) ($)      Aggregate Earnings in the Last Fiscal Year(2) ($)      Aggregate Withdrawals and Distributions ($)      Aggregate Balance at 2019 Fiscal Year End(3) ($)   Mary T. Barra      DC ERP        —        461,981        485,419        —        3,048,647   Dhivya Suryadevara      DC ERP        —        117,700        58,224        —        394,471   Mark L. Reuss      DC ERP        —        205,400        226,063        —        1,376,541   Barry L. Engle II      DC ERP        —        98,400        59,019        —        385,734   Craig B. Glidden      DC ERP        —        95,326        76,653        —        515,478   Alan S. Batey      DC ERP        —        152,712        188,038        —        1,124,811   (1) The amounts shown are included in All Other Compensation in the Summary Compensation Table. (2) The amounts shown are not reported in Change in Pension Value and Nonqualified Deferred Compensation Earnings in the Summary Compensation Table because we do not pay above-market earnings on deferred compensation. (3) The following amounts have been included in the Summary Compensation Table in prior years: $1,891,074 (Ms. Barra), $66,032 (Ms. Suryadevara), $869,866 (Mr. Reuss), $25,467 (Mr. Glidden), and $541,528 (Mr. Batey). u Potential Payments Upon Termination The Company does not maintain individual employment agreements with any NEO that provide guaranteed payments in the event of a termination of employment or change in control. In the event that a 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 a severance payment under the General Motors LLC U.S. Executive Severance Program (“Executive Severance Program”). The table below shows the potential payments to each NEO assuming a termination of employment on December 31, 2019, due to the following events: voluntary separation or termination for cause, qualifying termination under the Executive Severance Program, 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 are not reserved only for NEOs. The payments below are in addition to the present value of the accumulated benefits from each NEO’s qualified and nonqualified pension plans shown in the Pension Benefits table on page 69 of this Proxy Statement, and the aggregate balance due to each NEO that is shown in the Nonqualified Deferred Compensation Plan table above. For purposes of the following table, the Company describes these terminations and potential payments: Voluntary Separation or Termination for Cause – A voluntary separation occurs when an executive voluntarily terminates employment with the Company. A full career status retirement receives different treatment, as discussed below. A termination for cause occurs when an executive is dismissed from employment by the Company for cause, which is considered to include, but is not limited to, the executive’s gross negligence, willful misconduct, or violation of state or federal securities laws. Under each of these scenarios, the executive generally forfeits all outstanding equity awards and is not eligible for any award or payment under the STIP. 70 EXECUTIVE COMPENSATION Executive Severance Program – A separation occurs when an executive’s position is eliminated or the Company and an executive agree to mutually end the employment relationship. An executive will be eligible to receive a severance payment from the Company calculated based on his or her position and reflected as a multiple of base salary, COBRA, and a STIP award at target. An executive will receive cash payments of the value of the equity awards that are scheduled to vest within the next year after separation at the time of vesting. All unvested Stock Options are usually forfeited. An executive is also eligible for outplacement assistance based on position. All the potential payments are contingent upon the executive entering into a mutual separation agreement. Full Career Status Retirement – A full career status retirement occurs when an executive reaches the age of 55 with 10 or more years of continuous service with the Company, or age 62 or older, at which time the executive voluntarily separates from the Company. If an executive enters into a separation or severance agreement, they cannot also elect full career status retirement. In the event of a full career status retirement, the executive is generally eligible for a prorated STIP award based on months of active service in the performance year as of their retirement date and once final performance has been determined. RSUs granted within one year prior to the date of retirement are prorated based on months of active service from the grant date to the date of retirement. RSUs granted more than one year prior to the date of retirement continue to vest in accordance with their vesting schedule. PSUs granted within one year prior to the date of retirement are prorated based on months of active service from the start of the performance period to the date of retirement and will be adjusted for final company performance against the performance measures contained in the awards; such awards will be payable following approval of such performance. PSUs granted more than one year prior to the date of retirement will remain outstanding until the end of the performance period, at which time they will be adjusted for final company performance and be settled following approval of such performance. Stock Options granted within one year prior to the date of retirement are prorated based on months of active service from the grant date to the date of retirement. Stock Options granted more than one year prior to the date of retirement will continue to vest in accordance with their vesting schedule. Disability – Disability occurs when an executive terminates employment by reason of their inability to engage in any gainful activity due to a medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. Executives are eligible for a full-year STIP award related to the year in which termination occurs once final company performance has been determined. RSUs continue to vest according to their vesting schedule. PSUs vest immediately upon such termination and will remain outstanding until the end of the performance period, at which time they will be adjusted for final company performance and be settled following approval of such performance. Stock Options will continue to vest in accordance with their vesting schedule. Death – Following the death of an executive, the beneficiary of the executive will be eligible to receive the full-year STIP award subject to adjustment for final company performance. RSUs immediately vest in full and are settled within 90 days of death. PSUs vest immediately upon death and will remain outstanding until the end of the performance period, at which time they will be adjusted for final company performance and be settled following approval of such performance. Stock Options vest immediately upon death. Change in Control (Double Trigger)– In the event of a termination of employment resulting from a change in control, an executive will be eligible for severance under the Executive Severance Program that provides a severance payment based on position and a multiple of base salary and COBRA. Executives also receive a STIP award at target and the STIP award for the prior year, if such award has been determined, but not paid. If the STIP award for the prior year has not been determined, the award shall be determined at target and paid. All RSU awards will generally vest and become payable immediately prior to the change in control. For PSUs, the performance period will end immediately prior to the change in control and awards will be determined based on actual performance and converted to a time-based award. Stock Options immediately vest and are exercisable upon termination as a result of a change in control. 71 EXECUTIVE COMPENSATION Amounts shown below are calculated by assuming that the relevant employment termination event occurred on December 31, 2019.                 Name    Compensation Element(1)(2)(3)    Voluntary Separation or Termination for Cause      Executive Severance Program      Retirement(4)        Disability      Death      Change in Control with Termination   Mary T. Barra    Cash      —        4,239,507        —          —        —        4,224,507      STIP      —        4,200,000        2,394,000          2,394,000        2,394,000        4,200,000      LTIP      —        16,865,170        39,113,562          39,113,562        39,113,562        39,113,562        TOTAL      —        25,304,677        41,507,562          41,507,562        41,507,562        47,538,069   Dhivya Suryadevara    Cash      —        1,533,380        —          —        —        1,518,380      STIP      —        1,250,000        —          712,500        712,500        1,250,000      LTIP      —        953,576        —          6,706,181        6,706,181        6,706,181        TOTAL      —        3,736,956        —          7,418,681        7,418,681        9,474,561   Mark L. Reuss    Cash      —        1,854,598        —          —        —        1,839,598      STIP      —        1,500,000        855,000          855,000        855,000        1,500,000      LTIP      —        5,254,186        12,347,342          12,347,342        12,347,342        12,347,342        TOTAL      —        8,608,784        13,202,342          13,202,342        13,202,342        15,686,940   Barry L. Engle    Cash      —        1,233,380        —          —        —        1,218,380      STIP      —        1,000,000        —          570,000        570,000        1,000,000      LTIP      —        2,035,180        —          6,123,166        6,123,166        6,123,166        TOTAL      —        4,268,560        —          6,693,166        6,693,166        8,341,546   Craig B. Glidden    Cash      —        1,211,970        —          —        —        1,196,970      STIP      —        968,800        —          552,200        552,200        968,800      LTIP      —        3,056,832        —          6,842,792        6,842,792        6,842,792        TOTAL      —        5,237,602        —          7,394,992        7,394,992        9,008,562   Alan S. Batey(5)    Cash      —        —        —          —        —        —      STIP      —        —        730,300          —        —        —      LTIP      —        —        3,068,331          —        —        —        TOTAL      —        —        3,798,631          —        —        —   (1) Cash amounts shown for Executive Severance Program and Change in Control with Termination are based on the Executive Severance Program. Payments are 2X base salary for the CEO and 1.5X base salary for all other NEOs. Under the Executive Severance Program, the CEO is eligible for a cash payment equal to 24 months of COBRA premiums and the other NEOs are eligible for a cash payment equal to 18 months of COBRA premiums. There are no cash payments due upon Voluntary Separation or Termination for Cause, Retirement, Disability, or Death. (2) STIP amounts shown under Retirement, Disability, and Death are based on final company performance. STIP amounts shown for Executive Severance Program and Change in Control with Termination reflect target-level performance. Executives forfeit STIP awards for Voluntary Separation or Termination for Cause. (3) LTIP amounts shown reflect the value of any unvested RSU awards, PSU awards, and Stock Options that may vest upon termination. The value of the awards is based on the closing stock price on December 31, 2019, of $36.60. Under the Executive Severance Program, structure equity awards are delivered in cash once vested; the value displayed reflects the value of awards that would be subject to payment based on awards outstanding as of December 31, 2019. (4) Ms. Barra and Mr. Reuss were eligible for full career status retirement as of December 31, 2019. (5) Since Mr. Batey retired on March 1, 2020, the table only reflects a termination based on his retirement on that date. The value of the LTIP awards is based on the closing stock price on February 28, 2020, of $30.50. 72 EXECUTIVE COMPENSATION CEO Pay Ratio Our CEO, who leads our global workforce of 164,000 (96,000 are located in the United States and 68,000 are non-U.S. employees) earned $21,630,867 in total compensation in 2019 as reported in the Summary Compensation Table. To identify our median employee, we: 1. Excluded all employees (8,045) in the following 26 countries under the SEC’s 5% de minimis exception: Australia (767), Chile (217), China (711), Colombia (1,122), Ecuador (485), Egypt (808), Germany (5), Indonesia (26), Ireland (248), Israel (313), Italy (711), Japan (36), New Zealand (33), Peru (37), Philippines (395), Romania (1), Russia (69), Singapore (8), South Africa (9), Switzerland (12), Taiwan (9), Thailand (1,798), United Arab Emirates (163), United Kingdom (43), Uruguay (11), Uzbekistan (8) 2. Calculated year-to-date payroll as of November 1, 2019, for all employees, excluding the CEO 3. Identified the middle 51 employees using year-to-date payroll converted to U.S. dollars as a consistently applied compensation measure 4. Calculated annual total compensation for the 51 middle employees based on the same SEC requirements that apply to determine total compensation in the Summary Compensation Table 5. Re-ranked all middle 51 employees and selected the median employee At GM, we believe that fair and equitable pay is an essential element of any successful organization and we invest in our employees with market competitive pay and benefits. We compensate our employees to create alignment with the short-term and long-term goals tied to the success of the organization and align with our vision of zero crashes, zero emissions, and zero congestion. Based on our calculation, we can reasonably estimate that our median employee earned $106,715 in 2019, including a change in pension value of $25,478. The ratio of our CEO’s compensation to that of our median employee is estimated to be 203:1. The SEC’s rules for identifying the median employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies to calculate the median employee, excluding up to 5% of the workforce, and make reasonable estimates and assumptions that may impact their employee populations. As a result, the pay ratio reported by other companies may not be comparable to the pay ratio reported above. Other companies have different employee populations, compensation practices, and the ability to utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios. 73 EXECUTIVE COMPENSATION Equity Compensation Plan Information The following table provides information as of December 31, 2019, about the Company’s common stock that may be issued upon the exercise of options, warrants, and rights under all the Company’s existing equity compensation plans.         Plan Category    Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants, and Rights (A)     Weighted-Average Exercise Price of Outstanding Options, Warrants, and Rights (B)      Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan (excluding securities reflected in column (A)) (C)   Equity compensation plans approved by security holders      39,005,590 (1)    $ 34.31        25,479,864   Equity compensation plans not approved by security holders(2)      844,824 (3)      —        15,187   Total      39,850,414 (4)    $ 34.31        25,495,051   (1) The number includes the following: a. 25,713,261 shares represent options. b. 11,754,178 shares represent PSU awards assuming performance is achieved at target. For performance above target, awards may be settled in common stock, cash, or a combination of both. c. 1,538,151 shares represent RSUs. (2) 2016 Equity Incentive Plan – refer to Note 21 in our 2016 Form 10-K. (3) Represents RSUs, RSAs, and PSUs. PSUs may be issued upon achievement of performance conditions. (4) Excludes 1,641,102 stock-based units that are required to be settled in cash pursuant to award agreements. The following table provides information on share usage for awards granted and performance awards vested/earned during fiscal year 2019 under the Company’s equity compensation plans.             Granted(1)        Performance Awards Vested/Earned   RSUs      800,000          —   RSAs      —          —   PSUs      4,100,000          8,500,000   Time-Based Stock Options      3,900,000          —   Performance-Based Stock Options      —          4,400,000   (1) Excludes 100,000 stock-based units that are required to be settled in cash pursuant to award agreements. 74 ITEM NO. 1 – ELECTION OF DIRECTORS The Board has nominated the 11 incumbent directors – Ms. Barra, Mr. Solso, Mr. Bush, Ms. Gooden, Mr. Jimenez, Ms. Mendillo, Ms. Miscik, Ms. Russo, Mr. Schoewe, Ms. Stephenson, and Mr. Wenig – to be elected to serve on the Board until the next annual meeting of shareholders, or until their successors are duly elected and qualified, or until his or her earlier resignation or removal. If any nominee becomes unable to serve, proxies will be voted for the election of such other person as the Board may designate, unless the Board chooses to reduce the number of directors. Each of the directors has consented to serving as a nominee, being named in this Proxy Statement, and serving on the Board if elected. Your Board believes that GM has the right board at the right time, and that these directors collectively possess the right mix of skills, qualifications, and experiences to make strategic decisions that strengthen our business today and position it for long-term success. The Board recommends a voteFOR each of the nominees. FOR 75 ITEM NO. 2 – ADVISORY APPROVAL OF ON AN ADVISORY BASIS,  NAMED EXECUTIVE OFFICER COMPENSATION Executive compensation is an important matter for our 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 non-binding advisory basis, the compensation of our NEOs, as disclosed in this Proxy Statement in accordance with the compensation disclosure rules of the SEC (sometimes referred to as “Say-on-Pay”). The Compensation Committee has approved the compensation arrangements for our NEOs described in our Compensation Discussion and Analysis beginning on page 38 and the accompanying compensation tables beginning on page 62 of this Proxy Statement. We urge you to read the Compensation Discussion and Analysis for a more complete understanding of our executive compensation plans, including our compensation philosophy, objectives, and the 2019 compensation of our NEOs. Executive compensation is an important matter for our 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”). The Compensation Committee has approved the compensation arrangements for our named executive officers described in our Compensation Discussion and Analysis beginning on page 35 and accompanying compensation tables beginning on page 57 in this Proxy Statement. We urge you to read the Compensation Discussion and Analysis for a more complete understanding of our executive compensation plans, including our compensation philosophy and objectives and the 2017 compensation of named executive officers. We are asking shareholders to vote in favor of the following resolution: RESOLVED, that the compensation paid to the 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. Although the vote on this item is non-binding, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making future compensation decisions for NEOs. The Board recommends a voteFOR the advisory proposal to approve named executive officer compensation. FOR 76 ITEM NO. 3 – ADVISORY APPROVAL OF THE FREQUENCY OF FUTURE ADVISORY VOTES ON NAMED EXECUTIVE OFFICER COMPENSATION The Dodd-Frank Wall Street Reform and Consumer Protection Act requires that shareholders be given the opportunity to vote, on a non-binding advisory basis, on the future frequency of advisory votes on the compensation of our NEOs. When voting on this proposal, shareholders may indicate their preference for conducting future advisory votes to approve the compensation of NEOs once every one, two, or three years. Shareholders also may abstain from casting a vote on this proposal. Your Board of Directors believes that an annual advisory vote to approve the compensation of the NEOs will allow our shareholders to provide timely, direct input on the Company’s executive compensation philosophy, policies, and practices disclosed in the Proxy Statement each year. The vote is advisory, which means that the vote is not binding on the Company, our Board of Directors, or the Compensation Committee. We are asking shareholders to vote in favor of the following resolution: RESOLVED, that the shareholders determine, on an advisory basis, that the preferred frequency of an advisory vote on the compensation paid toof the Company’s named executive officers as disclosed pursuantset forth in the Company’s Proxy Statement should be every year. Shareholders will be able to Item 402specify one of RegulationS-K, including the Compensation Discussion and Analysis, compensation tables, and the related narrative discussion, is hereby APPROVED. As an advisory vote,four choices for this proposal is nonbinding.on the proxy card: one year, two years, three years, or abstain. Although the vote on this item is nonbinding,non-binding, the Board of Directors and the Compensation Committee value the opinions of our shareholders and will consider the outcome of the vote when making futuredetermining how often to submit an advisory vote on compensation decisions for named executive officers. The nextSay-on-Pay vote will occur atNEOs to our 2019 Annual Meeting and the nextSay-on-Frequency vote will occur at our 2020 Annual Meeting. Vote Required 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 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 voteFOR the advisory proposal to approve named executive officer compensation.shareholders.   68 The Board recommends a vote for the option ofONE YEAR as the preferred frequency for a shareholder advisory vote on named executive officer compensation.     ONE YEAR 77 ITEM NO. 3 – RATIFICATION OF THE SELECTION OF  ERNST & YOUNG LLP AS THE COMPANY’S  INDEPENDENT REGISTERED  PUBLIC ACCOUNTING FIRM FOR 2018 The Process and Scope of the RFP ITEM NO. 4 – RATIFICATION OF THE SELECTION OF THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2020 The Committee conducted a competitive process to select the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018. The Committee invited several independent registered public accounting firms to participate in this process. The Committee evaluated the proposals of the independent registered public accounting firms and considered several factors, including audit quality; the benefits of tenure versus fresh perspective; cultural fit and business acumen; innovation and technology; potential transition risks; auditor independence; and the appropriateness of fees relative to both efficiency and audit quality. The Outcome of the RFP Following review of the RFP proposals, the Audit Committee has selected EYErnst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018.2020. The Audit Committee believes that the engagement of EY as the Company’s independent registered public accounting firm for 2018 is in the best interest of the Company and its shareholders. The Board of Directors recommends that shareholders ratify the Audit Committee’s selection of EY as the Company’s independent registered public accounting firm for 2018.selection. If the shareholders do not ratify the selection of EY, as the independent registered public accounting firm for the Company for 2018, theAudit Committee will reconsider whether to engage EY, but may ultimately determine to engage EY or another audit firm without resubmitting the matter to shareholders. Deloitte & Touche LLP (“Deloitte”) and its predecessor companies had been GM’s or General Motors Corporation’s auditors since 1918. Even if the shareholders ratify the selection of EY, the Audit Committee may, in its sole discretion, terminate the engagement of EY 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 BoardWe expect that representatives of Directors recommendsEY will be present at the Annual Meeting, and they will have an opportunity to make a voteFOR the proposalstatement if they so desire and are expected to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for GM and its subsidiaries for 2018. WHAT IS THE AUDIT COMMITTEE’S FUNCTION RELATIVE TO THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM? The Audit Committee is directly responsible for the appointment, compensation, retention, and oversight of the independent registered public accounting firm retainedbe available to audit the Company’s financial statements. In 2017, the Audit Committee conducted a comprehensive request for proposal (“RFP”) process, which resulted in the Audit Committee selecting a new independent registered public accounting firm for 2018 – Ernst & Young LLP (“EY”). For additional information about our change in independent registered public accounting firms, see Appendix B. 69 ITEM NO. 3 – RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018respond to appropriate questions from shareholders.     Audit Committee Report The Audit Committee (the “Committee”) of the General Motors Board of Directors is a standing committee composed of four directors: Thomas M. Schoewe (Chair), Linda R. Gooden, Jane L. Mendillo, and Michael G. Mullen. Purpose The Committee’s core purposes are to assist the Board by providing oversight of: u The quality and integrity of GM’s financial statements; u GM’s compliance with legal and regulatory requirements; and u The qualifications and independence of GM’s external auditors and the performance of GM’s internal audit staff and external auditors. The Committee operates under a written charter adopted by the Committee and approved by the Board of Directors. The Committee’s charter is posted on our website atgm.com/investors/corporate-governance.The Committee’s charter is reviewed at least annually and updated as necessary to address changes in regulatory requirements, authoritative guidance, evolving oversight practices, and shareholder feedback. 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. Required Disclosures In 2017, the Committee met seven times and fulfilled all of its core charter obligations, spending a significant amount of time on completing a request for proposal process for independent audit services. The Committee conducted an extensive and competitive review involving a number of accounting firms and subsequently appointed EY as the Company’s independent registered public accounting firm for fiscal year 2018. EY will also providenon-audit services, including among others, cybersecurity and information technology assessment services and tax planning and advice and tax compliance, which are also areas of importance to the Committee. Deloitte was the Company’s independent registered public accounting firm for fiscal year 2017. The Committee has also reviewed and amended its charter and the Company’s Code of Conduct, “Winning with Integrity.” Consistent with its charter responsibilities, the Committee met and held discussions with management and Deloitte regarding the Company’s audited financial statements and internal controls for the year ended December 31, 2017. 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. Deloitte also provided to the Committee the written disclosures and the letter required by the applicable requirements of the PCAOB concerning independence, and the Committee discussed with the auditor the auditor’s independence. The Committee also considered and determined that the provision ofnon-audit services to GM is compatible with maintaining the auditor’s independence. The Committee concluded that Deloitte was independent from the Company and management. Recommendation 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 Form10-K for the year ended December 31, 2017, as filed with the U.S. Securities and Exchange Commission on February 6, 2018. Audit Committee Thomas M. Schoewe (Chair) Linda R. Gooden Jane L. Mendillo Michael G. Mullen The preceding Audit Committee Report shall not be deemed incorporated by reference by any general statement incorporating by reference 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. REASONS FOR SELECTION TO COMMITTEEWhen selecting directors to serve on the Committee, the Governance Committee and Board of Directors considers, among other factors: independence, financial literacy and expertise, and individual skills. FINANCIAL LITERACY AND EXPERTISE The Board has determined that all members of the Committee are financially literate and that Mr. Schoewe, Ms. Gooden, and Ms. Mendillo qualify as “audit committee financial experts” as defined by the SEC’s regulations.   70 The Board recommends a voteFOR the proposal to ratify the selection of Ernst & Young LLP as the independent registered public accounting firm for 2020.     FOR 78 ITEM NO. 3 – RATIFICATION OF THE SELECTION OF ERNST & YOUNG LLP AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2018 Fees Paid to Independent Registered Public Accounting Firm   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, 2017. 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 2017. Deloitte initially presented 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 2017 were preapproved in accordance with the preapproval policy and procedures established by the Committee. This policy requires that prior to the provision of services by the auditor, the Committee will be presented, for consideration, with 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 Committee initially must thereafter be submitted to the Audit Committee (or the Chair of the Committee in an urgent case) for specific preapproval. Requests for services less than $1 million individually can be approved by management based on the amounts approved for each category. Management must report actual spending for each category to the full Audit Committee periodically during the year. These services are actively monitored (both spending and work content) by the Committee to maintain the appropriate objectivity and independence in Deloitte’s core work, which is the audit of the Company’s consolidated financial statements and internal controls. The Committee determined that all services provided by Deloitte in 2017 were compatible with maintaining the independence of Deloitte. The following table summarizes Deloittethe fees for professional services provided by EY for the audit of GM’s annual financial statements and internal control over financial reporting for the years ended December 31, 2019 and 2018, together with the fees billed or expected to be billed in connection with 2017 services. For comparison purposes, actual billings for 2016other services are also displayed.rendered by EY during these periods.     Type of Fees    2017 ($ in millions)      2016 ($ in millions)      2019 ($ in millions)      2018 ($ in millions)   Audit            26                    33              22        23   Audit-Related            6                    6              5        5   Tax            5                    5              3        4   Subtotal            37                    44              30        32   All Other Services            6                    6              —          3   TOTAL            43                    50              30        35   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 Form10-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 otherservices that are not contained in the above categories and consists of permissible advisory services. Policy for Approval of Audit and Permitted Non-Audit Services The services relatedperformed by EY in 2019 were preapproved in accordance with the preapproval policy and procedures established by the Audit Committee. This policy requires that prior to riskthe provision of services by the auditor, the Audit Committee will be presented, for consideration, with 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 for specific preapproval. Requests for services less than $1 million individually can be approved by management contract compliance activities,based on the amounts approved for each category. Management must report actual spending for each category to the full Audit Committee periodically throughout the year. These services are actively monitored (both spending and product-related data enhancement.work content) by the Audit Committee to maintain the appropriate objectivity and independence in EY’s core work, which is the audit of the Company’s consolidated financial statements and internal controls. The Audit Committee determined that all services provided by EY in 2019 were compatible with maintaining the independence of EY.         7179 ITEM NO. 5 – APPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN The Board of Directors recommends shareholders vote FOR the approval of the 2020 Long-Term Incentive Plan (the “2020 LTIP”), which will allow for equity awards to support our performance-based compensation programs. Long-term, equity-based compensation is a critical component of our executive compensation structure that allows the Company to continue to attract, motivate, and retain the critical talent necessary to deliver long-term results to our shareholders as the industry continues to evolve. The terms of the 2020 LTIP are substantially similar to the terms of the 2017 Long-Term Incentive Plan (the “2017 LTIP”), which was approved by 96.3% of our shareholders who voted on the matter. For the 2020 LTIP, we are seeking approval of 50,000,000 shares of common stock, par value $0.01 per share, to provide equity-based compensation as approved by the Compensation Committee, which is comprised of all independent directors. In determining the number of shares requested, the Company took several factors into consideration, such as market trends, feedback from investors, the compensation levels we anticipate in the future, the types of awards that may be granted under the 2020 LTIP, and the potential dilution. As of the record date, the closing price of our common stock on the NYSE was $22.48 per share. Upon approval, the 2020 LTIP will apply to new awards granted after the Annual Meeting. To the extent any shares remain available for issuance under our predecessor plans (i.e., the 2014 Long-Term Incentive Plan, the 2016 Equity Incentive Plan, and/or the 2017 LTIP), such shares will only be used to settle outstanding awards that were previously granted under such plans prior to the Annual Meeting. No new awards will be granted under any predecessor plans upon approval of the 2020 LTIP. However, if the 2020 LTIP is not approved by our shareholders, the 2017 LTIP will remain in effect in accordance with its terms. We expect the requested shares under the 2020 LTIP to be sufficient for a period of two to three years, with an anticipated annual burn rate of approximately 1%, and we plan to seek shareholder approval of equity plans on a regular basis in the future to confirm shareholders continue to support the terms of our equity compensation programs. We intend to file with the SEC a registration statement on Form S-8 covering the shares issuable under the 2020 LTIP. u 2020 LTIP – Key Facts and Features The 2020 LTIP will allow the Compensation Committee to continue to approve equity awards to support our performance-based compensation programs and align the long-term interests of our executives and shareholders. u We are seeking shareholder approval to authorize 50,000,000 shares for issuance under the 2020 LTIP representing 3.5% of the outstanding shares of common stock as of the record date, which may be granted in the form of stock options, SARs, restricted stock, RSUs, performance awards, or other stock-based awards. u Under the 2020 LTIP, our annual burn rate is anticipated to be approximately 1%. u All employees (approximately 164,000) are eligible to receive awards under the 2020 LTIP, and we intend to grant equity to approximately 1,100 employees (which includes our 10 executive officers) representing less than 1% of our global workforce. u Ten non-employee directors are eligible to receive awards under the 2020 LTIP, subject to an annual limit of $750,000 per director for awards granted plus cash fees paid for service as a member of the Board. Currently, such awards are not contemplated under the non-employee director compensation program, but we have the flexibility to update the program as appropriate. The 2020 LTIP also allows awards to be granted to certain Company consultants and advisors, although none have been identified. 80 ITEM NO. 5 – APPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN The 2020 LTIP contains key features that protect shareholders’ interests and align to our compensation principles and practices discussed in the CD&A: ✓ Minimum Vesting Periods – Generally, no stock options or SARs will vest prior to the first anniversary of the vesting commencement date. Restricted stock, RSUs, or performance awards will generally vest over a period of not less than three years from the vesting commencement date. ✓ Double-Trigger Change in Control – Awards that are continued or converted into similar awards of the successor company will not accelerate vesting based solely on a change in control, and gross-ups are not provided to cover personal income taxes or excise taxes. ✓ No Payment of Dividend Equivalents until Awards are Earned – Restricted stock, RSUs, performance awards, and other stock-based awards will only receive dividend equivalent payments once awards are earned and settled. Stock options and SARs are generally not eligible for dividend equivalents. ✓ No “Evergreen” Provisions – The 2020 LTIP does not allow for automatic increases in the number of shares available under the plan. ✓ No Repricing of Stock Options or SARs – The repricing of stock options or SARs, or any other action that has the effect of reducing the exercise price of stock options or SARs, including voluntary surrender and re-grant, or the exchange of underwater stock options or SARs for cash or any other security, is prohibited without shareholder approval (other than adjustments in connection with a corporate transaction or restructuring). ✓ No Discounted Stock Options or SARs – The 2020 LTIP prohibits granting stock options or SARs with an exercise price less than the fair market value of GM common stock on the date of grant. ✓ No Recycling of Shares – Shares surrendered or withheld in payment for any grant, purchase, exercise price of an award or taxes related to an award, and shares repurchased in the open market using stock option proceeds will not again become available for grant. ✓ Clawback/Recoupment – Any awards granted under the 2020 LTIP are subject to the Company’s clawback and cancellation policies. 81   ITEM NO. 45 – SHAREHOLDER PROPOSAL REGARDING  INDEPENDENT BOARD CHAIRMANAPPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN   James Dollinger, 6193 Stonegate Parkway, Flint, MI 48532, owner u 2020 LTIP – Potential Equity Dilution and Historical Annual Share Usage While equity-based awards are an important part of our performance-based compensation programs, we are mindful of our responsibility to our shareholders to exercise judgment in granting these awards. The table below provides a summary of the outstanding awards and shares available under all the Company’s existing equity incentive plans as of December 31, 2019, and March 31, 2020.             As of December 31, 2019        As of March 31, 2020   Stock Options Outstanding under the Plans      25,700,000          31,500,000       Vested and Unexercised      13,800,000          22,000,000       Unvested      11,900,000          9,500,000   Weighted Average Exercise Price of Stock Options Outstanding      $34.31          $34.53   Weighted Average Remaining Term of Stock Options Outstanding      6.78          7.16   Full Value Awards Outstanding under the Plans      14,200,000          14,600,000       Outstanding PSUs (at target)      12,600,000          13,000,000       Outstanding RSUs      1,600,000          1,600,000       Outstanding RSAs      —          —   Total Awards Outstanding under the Plans      39,900,000 (1)         46,100,000 (2)  Shares Available under the Plans      25,500,000          11,600,000 (3)  (1) Excludes 1,600,000 stock-based units that are required to be settled in cash pursuant to award agreements. (2) Excludes 1,400,000 stock-based units that are required to be settled in cash pursuant to award agreements. (3) No new awards will be granted under our existing plans upon approval of the 2020 LTIP. Shares Requested under the 2020 LTIP: 50,000,000 GM Common Stock Outstanding as of the Record Date: 1,432,378,376 Overhang – As of March 31, 2020, there were approximately 5011.6 million shares authorized and available for issuance under the Company’s existing equity incentive plans and 46.1 million shares subject to awards outstanding under these plans, representing 4.0% of GMthe common stock has given notice that he intends to present for action at the annual meeting the following shareholder proposal: Shareholders request our Board of Directors to adoptoutstanding as policy, and amend our governing documents as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible,record date on a fully diluted basis (the “Overhang Percentage”). The 50 million shares requested under the 2020 LTIP would increase the Overhang Percentage to be an independent member of the Board. The Board would have the discretion to phase inapproximately 7.5%. We believe this policy for the next CEO transition, implemented so it does not violate any existing agreement. If the Board determines that a Chairman who was independent when selected is no longer independent, the Board shall select a new Chair who satisfies the requirements of the policy withinrepresents a reasonable amount of time. Compliance with this policy is waived if no independent director is available and willingpotential equity dilution that will allow us to serve as Chairman. This proposal requests that all the necessary steps be taken to accomplish the above. Caterpillarcontinue granting equity awards, which is an example of a company recently changing course and naming an independent board chairman. Caterpillar had strongly opposed a shareholder proposal for an independent board chairman as recently as its 2016 annual meeting. Wells Fargo also changed course and named an independent board chairman in 2016. It was reported that 53% of the Standard & Poors 1,500 firms separate these 2 positions (2015 report): Chairman and CEO. This proposal topic won 50%-plus support at 5 major U.S. companies in 2013 including 73%-support at Netflix. Having a board chairman who is independent of management is a practice that will promote greater management accountability to shareholders and lead to a more objective evaluation of management. This is of the utmost importance since the automobile industry is undergoing the greatest change since 1900. GM cannot afford to get it wrong. This proposal topic won impressive 41%-support at our 2017 annual meeting. This 41%-support would have been higher (perhaps 45%) if small shareholders had the same access to corporate governance information as large shareholders. Please vote to enhance the oversightimportant component of our CEO:executive compensation structure. 82 Independent Board ChairmanITEM NO. 5 – Proposal 4. The Board of Directors recommends a voteAGAINST this proposal for the following reasons:APPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN     Share Usage – The annual share usage under the Company’s equity incentive plans for the last three fiscal years is presented below. The features of these plans are discussed further in Note 23 to the Consolidated Financial Statements, “Stock Incentive Plans” in our 2019 Form 10-K.                2019     2018     2017     3-Year Average   A  Full Value Awards Granted During Fiscal Year     4,900,000       5,300,000       6,200,000                   PSUs Granted (at target)     4,100,000       4,400,000       5,200,000                   RSUs Granted     800,000       900,000       1,000,000                   RSAs Granted     —       —       —           B  Stock Options Granted During Fiscal Year     3,900,000       3,800,000       6,500,000                   Time-Based Stock Options Granted     3,900,000       3,800,000       6,500,000                   Performance Stock Options Granted     —       —       —           C  Total Awards Granted During Fiscal Year [A + B]     8,800,000 (1)      9,100,000 (2)      12,700,000 (3)          D  Basic Weighted-Average GM Common Stock Outstanding     1,424,000,000       1,411,000,000       1,465,000,000               Burn Rate Including Performance Awards Granted [C / D]     0.6%       0.6%       0.9%       0.7%       Burn Rate Including Performance Awards Vested/Earned [C(4) / D]     1.2%       1.1%       1.0%       1.1%   (1) Excludes 100,000 stock-based units that are required to be settled in cash pursuant to award agreements. (2) Excludes 4,600,000 stock-based units that are required to be settled in cash pursuant to award agreements. (3) Excludes 4,000,000 stock-based units that are required to be settled in cash pursuant to award agreements. (4) Awards with performance conditions include PSUs and performance stock options. Stock-based units that are required to be settled in cash pursuant to award agreements have been excluded. The following table details the amounts granted and vested or earned in the last three fiscal years to all eligible participants:             Number of PSUs        Number of Performance Stock Options   2017                     Granted      5,200,000          —   Vested or Earned      6,500,000          —   2018                     Granted      4,400,000          —   Vested or Earned      6,500,000          4,800,000   2019                     Granted      4,100,000          —   Vested or Earned      8,500,000          4,400,000   Stock Repurchase Program – Our stock repurchase program has more than offset the dilution of our equity incentive programs. We have repurchased 123 million shares since 2017. Note repurchased shares are not available for issuance under the equity incentive plans. 83 ITEM NO. 5 – APPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN u Summary of the 2020 LTIP The following summary is qualified in its entirety by reference to the complete text of the 2020 LTIP, which is attached as Appendix B to this Proxy Statement. Key Provisions Description Eligible Participants Officers, employees, consultants, advisors, and non-employee directors who are designated by the Compensation Committee to participate in the 2020 LTIP. Shares Subject to Plan The 2020 LTIP authorizes a pool of 50 million shares of common stock from which stock options, SARs, restricted stock, RSUs, performance awards, and other stock-based awards may be granted. No more than 50 million shares may be issued as incentive stock options. Plan Administration The 2020 LTIP is administered by the Compensation Committee, which has the authority to: designate the eligible individuals who will receive awards; determine the type, amounts and terms and conditions of awards (including vesting terms); determine amounts payable that may be deferred; interpret and administer the 2020 LTIP; prescribe the form of award documentation under the 2020 LTIP; establish, amend, suspend, or waive any rules and regulations under the 2020 LTIP; and make any other determinations or take any other actions to administer the 2020 LTIP. Subject to the limits established by the Compensation Committee, the Compensation Committee may delegate to one or more members of the Compensation Committee or officers of the Company (including the CEO) the authority to grant awards and take other actions under the 2020 LTIP. Award Types Stock options, SARs, restricted stock, RSUs, performance awards, other stock-based awards, and cash incentive awards. Stock Options and SARs The Compensation Committee is authorized to grant stock options to purchase shares of common stock (including incentive stock options) and SARs, which provide the right to receive a payment or a number of shares equal to the increase in value above the exercise price. The exercise price of stock options and SARs may not be lower than the fair market value of the underlying shares on the date of grant. The term of any stock option will not be more than ten years and two days (or for SARs or incentive stock options, ten years) from the date of grant. Restricted Stock and RSUs The Compensation Committee is authorized to grant restricted stock and RSUs, which provide the right to receive the value of the underlying shares, either in cash, shares, or a combination thereof. Performance Awards The Compensation Committee is authorized to grant performance awards, which may be denominated in cash, shares, units, or a combination thereof, to be earned upon the achievement of performance conditions specified by the Compensation Committee. Performance Measures A performance award may be subject to a formula established in advance based on the achievement during the performance period of one or more of the following performance criteria, expressed on an absolute or an adjusted basis, and which may be based on an absolute or relative measure (e.g., relative to the performance of other companies or an index):  Asset turnover, cash flow, contribution margin, cost objectives, cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit, operating profit margin, pre-tax income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on capital, return on invested capital, return on equity, revenue, revenue growth, stockholder value, stock price, total shareholder return, warranty experience, and/or any other objective or subjective measure determined by the Compensation Committee in its sole discretion. 84 ITEM NO. 5 – APPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN       u  The Board should haveAdjustments With respect to the flexibility and isapplicable performance period, if the Compensation Committee determines that a change in the best positionbusiness, operations, corporate structure, or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the applicable performance measures unsuitable, the Compensation Committee may in its discretion modify such performance objectives or the related minimum acceptable level of achievement, in whole or part, as the Compensation Committee deems appropriate and equitable. Dividend Equivalent Rights Restricted stock, RSUs, performance awards, and other stock-based awards will generally provide dividend equivalent rights, which will accrue and be paid upon vesting or settlement of awards, provided that no dividend payments will be made with respect to decide who should serve as its Chairman.shares that are not ultimately earned and settled unless otherwise determined by the Compensation Committee. Stock options and SARs will not be eligible for dividend equivalent rights unless otherwise determined by the Compensation Committee. Minimum Vesting Period Stock options and SARs: In general, no portion of an award is intended to vest prior to the first anniversary of the vesting commencement date; however, the Compensation Committee may provide for shorter vesting if appropriate under the circumstances.   u  Ms. Barra’s serviceRestricted Stock, RSUs, and Performance Awards: Awards will generally vest in whole or in part over a period of not less than three years from the vesting commencement date; however, the Compensation Committee may provide for shorter vesting if appropriate under the circumstances. Effect of Termination of Service Except as Chairman providesotherwise provided for in an award agreement, or as the Compensation Committee may determine in any individual case, a clear and unified  strategic vision for GM that fosters a nimble and responsive  Board.participant’s outstanding awards will be treated as set forth below upon his or her termination of service:   Death: u• GM’s strong Independent Lead DirectorStock options and commitment to  governance best practices already ensure management  accountability to shareholders by independent directors.SARs immediately vest and remain exercisable until the earlier of three years after death or the original expiration date. • Restricted stock and RSUs vest and are settled within 90 days after death. • Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date(s).   Disability: • Stock options and SARs continue to vest and become exercisable in accordance with the vesting schedule and remain exercisable until the original expiration date. • Restricted stock and RSUs continue to vest and settle on the scheduled settlement date(s). • Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date(s). Full Career Status Termination (age 55 or older with ten or more years of continuous service or age 62 or older): • Stock options and SARs continue to vest and become exercisable in accordance with the vesting schedule and remain exercisable until the original expiration date; provided that the amount of the award will be prorated if termination occurs prior to the one-year anniversary of the grant. • Restricted stock and RSUs continue to vest and settle on the scheduled settlement date(s); provided that the amount of the award will be prorated if termination occurs prior to the one-year anniversary of the grant. • Performance awards will have any service-based vesting waived, will be earned based upon the achievement of the applicable performance conditions, and will be paid or settled on the scheduled settlement date(s); provided that the award will be prorated if termination occurs within the first year of the performance period.     85 Your Board should have the flexibility and is in the best position to determine who should serve as ChairmanITEM NO. 5 – whether that person is an independent director or CEO.APPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN GM operates in a very competitive and fast-changing industry. Your Board and management must constantly assess industry change and disruption. Your Board is composed of directors with diverse backgrounds, experience, perspectives, andin-depth knowledge about the Company. With this expertise, it is uniquely positioned to evaluate the Company’s key challenges and needs, including the optimal Board leadership structure. It is critical that your Board have the flexibility to choose the best person to serve as Chairman and not be arbitrarily constrained by aone-size-fits-all policy that has been empirically shown to have little relation to long-term shareholder value. The proposal would remove the Board’s current flexibility to determine the leadership structure that it believes serves the best interests of the Company and its shareholders. Your Board evaluates its leadership structure annually. This review will also occur in connection with any future CEO transition. Although your Board has in the past, and may again in the future, determine that separating the roles of Chairman and CEO would best serve shareholders, your Board presently believes that a combined role, coupled with a strong Independent Lead Director and other governance best practices, is in the best interests of shareholders at this time. Your Board believes that Mary Barra’s service as Chairman and CEO has provided, and continues to provide, a clear and unified strategic vision for GM during this time of unprecedented industry change. Your Board supports Ms. Barra’s service as both Chairman and CEO. Her dual service provides the Company with a clear and unified strategic vision, which fosters a more strategically focused Board that is responsive to industry trends and shareholder demands. During Ms. Barra’s tenure, GM has taken bold, strategic actions to grow long-term shareholder value, strengthened its core business and invested to lead in the future of mobility. More recently, with the Board’s full support, she has articulated GM’s vision for zero crashes, zero emissions, and zero congestion, outlined anall-electric future, and announced plans to deploy self-driving vehicles in a dense urban environment in 2019.   72      Other Terminations, including Termination Pursuant to an Approved Separation Agreement or Program: • The participant will not be entitled to retain any portion of an award; provided that any vested stock options or SARs shall remain exercisable until the earlier of 90 days after termination or the original expiration date. Change in Control The 2020 LTIP generally provides for double-trigger change in control vesting provisions such that if awards are continued or converted into similar awards of the successor company, the awards will be subject to accelerated vesting in the event of a participant’s termination of service by the Company without cause or by the participant for good reason within 24 months after the change in control. If awards are not continued or converted into similar awards of the successor company, then the awards will have accelerated vesting immediately prior to the change in control. With respect to any outstanding performance awards, the performance period will end immediately prior to such change in control, achievement of the applicable performance criteria will be determined at such time, and the number of shares deemed earned will be converted into a time vesting award that will be paid or settled on the scheduled settlement date(s), provided that such awards will be subject to accelerated vesting in the event of the participant’s termination of service by the Company without cause or by the participant for good reason within 24 months after the change in control. Clawback / Recoupment Any awards granted under the 2020 LTIP (including any amounts or benefits payable under such awards) will be subject to the Company’s clawback or recoupment policies. The Company currently maintains the General Motors Policy on Recoupment of Incentive Compensation, which is available at investor.gm.com/resources. Plan Amendments The 2020 LTIP may be amended by the Board of Directors or the Compensation Committee, generally subject to shareholder approval to the extent required by applicable law or applicable stock exchange rules and the consent of the affected participant if the amendment would materially adversely affect the rights of such participant under any outstanding award, and subject to certain other limitations included in the 2020 LTIP. Plan Term The 2020 LTIP is effective as of June 17, 2020, subject to the approval of shareholders, and no awards will be granted under the 2020 LTIP after June 17, 2030, or such earlier time as the maximum number of shares available for issuance under the 2020 LTIP have been issued or the Board terminates the 2020 LTIP. 86 ITEM NO. 45 – SHAREHOLDER PROPOSAL REGARDING INDEPENDENT BOARD CHAIRMANAPPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN     u New Plan Benefits Ms. Barra’s Board leadership is complemented by a strong Independent Lead Director. While Ms. Barra’sin-depth knowledgeThe dollar value and number of our businessesawards to be granted in the future to eligible participants under the 2020 LTIP are generally not currently determinable because the value and understandingnumber ofday-to-day operations brings focused leadership such awards are subject to your Board, the independent directors also recognize the importance of strong independent leadership.    As the Independent Lead Director, Mr. Solso provides leadership and oversight for shareholders, including focus on strategic risk management, compliance, governance, and CEO succession planning. He regularly provides specific input on Board and Committee agendas and attends each Committee meeting. The specific dutiesdiscretion of the Independent Lead Director are discussed on page 22 in this Proxy Statement. In addition, Mr. Solso maintains an office at our headquarters in Detroit, where he regularly provides mentorship and counsel to Ms. Barra and other members of senior management. GM’s strong corporate governance practices reinforce Board independence and management accountability. The Board has established and maintains numerousbest-in-class governance practices to reinforce and facilitate management accountability and provide meaningful independent oversight, including:Compensation Committee.   u Federal Income Tax Consequences for Awards Annual election of directors; Annual evaluation of CEO performance and compensation bynon-management directors; Executive sessions held at most Board and Committee meetings without management present; Six of our seven standing Committees, including the Executive Compensation Committee, are composed entirely of independent directors; and Directors have unrestricted accessApplicable disclosure rules require us to management and independent, outside advisors. Your Board routinely engages directly with shareholders, reinforcing management accountability. Since implementing the Director-Shareholder Engagement Policy in 2016, directors have conducted overinclude a dozen individual meetings with our largest shareholders, representing approximately 30% of our outstanding common stock. These engagements help shape the Board’s perspective on many issues, such as Board leadership, succession planning, and refreshment; executive compensation, including the link between corporate strategy and executive compensation; and corporate responsibility, environmental, social, and other current and emerging issues so that your Board and management can understand and address the issues that are important to our shareholders. Examplesbrief summary of the Board incorporating feedback include proactively adopting proxy access (2016)federal income tax consequences applicable to awards that may be granted under the 2020 LTIP. This summary is not intended to be exhaustive, does not constitute tax advice and, making significant changesamong other things, does not describe state, local or foreign tax consequences, which may be substantially different. Non-Qualified Stock Options – When an optionee exercises a stock option, the amount by which the fair market value of the stock underlying the stock option on the date of exercise exceeds the aggregate exercise price of the stock option is taxed as ordinary income to our compensation programs (2017). In addition,the optionee in connection with last year’s proxy contest with Greenlight Capital, your Board utilized engagement opportunitiesthe year of exercise and generally will be allowed as a deduction for federal income tax purposes to discuss its director nomineesthe Company in the same year. When an optionee disposes of shares acquired by the exercise of the stock option, any amount received in excess of the fair market value of the shares on the date of exercise will be treated as a long-term or short-term capital gain to the optionee, depending upon the holding period of the shares. If the amount received is less than the market value of the shares on the date of exercise, the loss will be treated as a long-term or short-term capital loss, depending upon the holding period of the shares. Incentive Stock Options – When an optionee exercises an incentive stock option while employed by the Company or a subsidiary or within the three-month (one year for disability) period after termination of service, no ordinary income (other than alternative minimum tax) will be recognized by the optionee at that time. If the shares acquired upon exercise are not disposed of until more than two years after the stock option was granted and strategy for creatingone year after the date of exercise, the excess of the sale proceeds over the aggregate exercise price of such shares will be treated as long-term shareholdercapital gain to the optionee, and the Company will not be entitled to a tax deduction under such circumstances. However, if the shares are disposed of prior to such date (a “disqualifying disposition”), any portion of the proceeds representing the excess of the fair market value with investors, which led to an overwhelming victory for GMof such shares at the 2017 Annual Meeting.    Your Board’s engagement efforts demonstrate its commitmenttime of exercise over the aggregate exercise price (but generally not more than the amount of gain realized on the disposition) will generally be ordinary income to ensuring that managementthe optionee at the time of such disqualifying disposition and your Boardthe Company generally will be entitled to a federal tax deduction equal to the amount of ordinary income so recognized by the optionee. If an incentive stock option is exercised more than three months (one year for disability) after termination of service, the tax consequences are accountablethe same as described above for non-qualified stock options. Restricted Stock – A participant generally will not be taxed upon the grant of restricted stock, but rather will recognize ordinary income in an amount equal to shareholders. Your Board’s current leadership structure is consistent with the practicesfair market value of the largest U.S. public companies. Accordingstock at the time the stock vests. The Company will be entitled to Shearman & Sterling’s 2017 Corporate Governance & Executive Compensation Surveya deduction at the time when, and in the amount that, the participant recognizes ordinary income on account of such vesting. Under Section 83(b) of the 100 largest U.S. public companies, only 12 companies haveIRC, a policy that requires separate individualsparticipant may elect to serve as chairman and CEO, whilerecognize ordinary income at the overwhelming majority of corporate policies provide boards withtime the flexibility to separate or combine the positions. Contraryrestricted stock is awarded in an amount equal to the proponent’s statements, your Board’s flexible approachfair market value of the restricted stock at that time, notwithstanding the fact that such restricted stock is unvested. If such an election is made, no additional taxable income will be recognized by such participant at the time the restricted stock vests. The Company generally will be entitled to its leadership structure doesa tax deduction at the time when, and to the extent that, ordinary income is recognized by the participant. RSUs – A participant generally will not make itbe taxed upon the grant of RSUs (including PSUs), but rather will recognize ordinary income in an outlier among its peers. Therefore, your Boardamount equal to the fair market value of Directors recommendsthe shares received at the time of settlement of such an award in shares or the cash payment received if the award is settled in cash. The Company generally will be entitled to a voteAGAINST this shareholder proposal.tax deduction at the same time and in the same amount.       7387   ITEM NO. 5 – SHAREHOLDER PROPOSAL REGARDING  SHAREHOLDER RIGHT TO ACT BY  WRITTEN CONSENTAPPROVAL OF THE GENERAL MOTORS COMPANY 2020 LONG-TERM INCENTIVE PLAN   John Chevedden, 2215 Nelson Avenue, No. 205, Redondo Beach, CA 90278, owner Other Awards – With respect to other awards granted under the 2020 LTIP, including other stock-based awards and cash incentive awards, a participant generally will recognize ordinary income equal to the payment received with respect to an award paid in cash and/or the fair market value of approximately 100any shares of GM common stock, has given notice that he intendsor other property received. The Company generally will be entitled to present for actiona tax deduction at the annual meetingsame time and in the followingsame amount. Under Section 162(m) of the Code, the deductibility of compensation paid to certain individuals is limited to $1,000,000 per person per year. These individuals include our Chief Executive Officer, Chief Financial Officer and certain other executive officers (including, but not necessarily limited to, our next three other most highly compensated named executive officers other than the Chief Executive Officer and Chief Financial Officer and certain individuals who were subject to Section 162(m) at the Company for the 2017 calendar year or later). The Board recommends a voteFOR the approval of the General Motors Company 2020 Long-Term Incentive Plan. FOR 88 [THIS PAGE INTENTIONALLY LEFT BLANK] 89 ITEM NO. 6 – SHAREHOLDER PROPOSAL REGARDING WRITTEN CONSENT We will provide the name, address, and share ownership of the shareholders who submitted this Rule 14a-8 shareholder proposal:proposal upon a shareholder’s request. The shareholder proponents are responsible for the content of the proposal for which we and our Board accept no responsibility. Shareholders request that our board of directors undertake suchtake the steps as may be necessary to permit written consent by shareholders entitled to cast the minimum number of votes that would be necessary to authorize the action at a meeting at which all shareholders entitled to vote thereon were present and voting. This written consent is to be consistent with applicable law and consistent with givinggive shareholders the fullest power to act by written consent consistent with applicable law. This includes shareholder ability to initiate any appropriate topic for written consent consistent with applicable law.consent. Hundreds of major companies enable shareholder action by written consent. This proposal topic won majority shareholder support at 13 majorlarge companies in a single year. This included 67%-support at both Allstate and Sprint. Hundreds of majorThis proposal topic also won 63%-support at Cigna Corp. (CI) in 2019. This proposal topic would have received higher votes than 63% to 67% at these companies enable shareholder action by written consent.if more shareholders had access to independent proxy voting advice. Taking action by written consent in lieu of a meeting is a means shareholders can use to raise important matters outside the normal annual meeting cycle. A shareholder right to act bycycle like the election of a new director. written consent andPlus GM’s higher 25%-threshold for shareholders to call a special meeting are 2 complimentary wayshas bureaucratic pitfalls that trigger minor shareholder errors that could mean that 50% of shares would need to bringask for a special meeting in order to be sure of obtaining the minimum threshold of 25% of requests without errors. One can be sure that management will have an important mattereagle eye to the attention of both management and shareholders outside the annual meeting cycle. More than 100 Fortune 500 companies providespot any errors. The right for shareholders to call special meetings and to act by written consent. General Motors shareholders have noconsent is gaining acceptance as a more important right to act by written consent. Shareholders of companies incorporated in Delaware, like General Motors, automatically havethan the right to act by written consent. However, the GM charter specifically takes away this important right. GM shareholders also do not have the full right to call a special meeting thatmeeting. The directors at Intel apparently thought they could divert shareholder attention away from written consent by making it less difficult for shareholders to call a special meeting. However Intel shareholders responded with greater support for written consent in 2019 compared to 2018. Following a 45%-vote (less than a majority) for a written consent shareholder proposal The Bank of New York Mellon Corporation (BK) said it adopted written consent in 2019. It is available under Delaware law. This proposal could receiveespecially important to gain a substantial supporting vote atshareholder right, such as written consent, to make up for our management abruptly taking away an important shareholder right – the 2018 GMright to an in-person annual meeting. It might getFor decades shareholders had a still higher vote if small shareholders would haveonce-a-year opportunity to ask our $29 million paycheck CEO and directors (who earn about $30,000 a week for the advantagetime they devote to GM) questions in person. The timing is right to improve shareholder rights at GM since the price of the same access to independent corporate governance recommendations as large shareholders.GM stock has been flat since 2010 in a robust market. Please vote to improve director accountability to shareholders:yes: Adopt a Mainstream Shareholder Right to Act by– Written Consent – Proposal 5.6     7490   ITEM NO. 56 – SHAREHOLDER PROPOSAL REGARDING SHAREHOLDER RIGHT TO ACT BY WRITTEN CONSENT     TheYour Board of Directors recommends a voteAGAINST this proposal for the following reasons:   u  The proposal would significantly limit the right of ALL  shareholders to consider and be heard on important matters. u  The right to call for a special meeting is a preferred, fair, and  transparent mechanism for shareholders to consider  important matters. A simple-majoritysimple majority written consent provision is NOTnot in the best interests of shareholders because it would significantly limit the right of ALL shareholders to consider and be heard on important matters.shareholders. Your Board believes that all shareholders – not just a simple majority – should have an opportunity to hear about, and express their views on, important shareholder proposals. Because there is no requirement that a written consent need not be distributed to all shareholders entitled to vote on a matter, actions permitted to be taken by the written consent of a simple majority of shareholders could deprive many shareholders of the critical opportunity to assess, discuss, deliberate, and vote on pending actions. Further, a simple-majoritysimple majority written consent provision caters particularly to shareholders with special and short-term interests. The proposal would permit these special and short-term interestsshareholders to bypass our existing procedural protections and marginalize smaller shareholders. Multiple shareholder groups could solicit written consents simultaneously, some of which may be duplicative or contradictory. In addition, the Board would not have the opportunity to consider the merits of the proposed action and provide its recommendation for shareholder consideration. The concerns are not merely theoretical. Just last year, GM shareholders overwhelmingly voted against a flawed, high-risk shareholder proposal to create a dual-class of common stock. However, had that proposal been more universally supported it is not inconceivable that with a simple-majority written consent provision the proponent could have forced adoption of its proposal without resorting to the open proxy voting process. GM’s shareholders already have a preferable, fair, and transparent mechanismthe ability to advance their concerns outside of the annual meeting process:process through special meetings. Shareholders that are able to demonstrate a relatively modest level of support (25% of shares that would be entitled to vote)vote on a matter) for their concerns can call for a special meeting of shareholders. Your Board believes that this mechanism is preferable to a simple-majoritysimple majority written consent provision because it is muchfairer and more fair and transparent to ALLall shareholders. GM’s commitment to shareholder engagement and governance best practices enhances Board accountability and preservesprovides a meaningful voice for shareholders. The Board has also adopted a variety of other practices and policies that enhance Board accountability to shareholders, including:including the annual election of directors, proxy access rights, an active shareholder engagement program, and maintaining an established channel for shareholder communication with the Board. GM’s 2019 Virtual Annual Meeting of Shareholders enhanced shareholder participation while maintaining transparency and access to your Board. • Annual election of directors; • Proxy access rights; • Active shareholder engagement process, including a Director-Shareholder Engagement Policy; and • Direct line of communication from shareholders to the Board. The proponent argues that the proposal is particularly important due to GM’s transition to a virtual annual meeting in 2019 – suggesting shareholders no longer have an opportunity to hold your Board and management accountable. In fact, the virtual meeting format resulted in attendance increasing to approximately 125 from an average of fewer than 35 over the last five years. In addition, onGM’s 2019 virtual annual meeting featured a live video stream of the meeting and an annual basis,opportunity for shareholders to ask live questions during the Governance Committee reviews GM’s governance program, discusses best practices,meeting (via telephone and considers shareholder feedback. Forin writing), resulting in a detailed discussionbetter and more productive experience for our shareholders. A replay of our governance best practices, see “Proxy Statement Summary—Governance Highlights” on page 32019 Annual Meeting of Shareholders and “Corporate Governance” on page 20. Therefore, your Boarda summary of Directors recommends a voteAGAINST thisall the shareholder proposal.questions we received (as well as GM’s responses) are available atinvestor.gm.com/ shareholder.           7591   ITEM NO. 7 – SHAREHOLDER PROPOSAL REGARDING PROXY ACCESS AMENDMENT: SHAREHOLDER AGGREGATION LIMIT We will provide the name, address, and share ownership of the shareholders who submitted this Rule 14a-8 shareholder proposal upon a shareholder’s request. The shareholder proponents are responsible for the content of the proposal for which we and our Board accept no responsibility. Shareholders request that our board of directors take the steps necessary to enable as many shareholders as may be needed to aggregate their shares to equal 3% of our stock owned continuously for 3-years in order to enable shareholder proxy access. Currently proxy access at General Motors is limited to 20 shareholders who must together own 1.6 billion of GM stock continuously for 3-years at a time when many shares are held for less than one-year. “Continuously for 3-years” of stock ownership will exclude the vast majority of GM stockholders. Under this proposal it is likely that the number shareholders who participate in the aggregation process would still be a modest number due to the administrative burden on shareholders to qualify as one of the aggregation participants. Plus it is easy for management to reject potential aggregating shareholders because the administrative burden on shareholders leads to a number of potential technical errors by shareholders that management can then nitpick and thus reject. Shareholders should be able to select the ownership structure of a group that requests proxy access. Shareholders are in the best position to know whether it will be more practical to have a few big shareholders or a greater number smaller of shareholders and should not be saddled with inflexible rules. The directors of many companies are in favor of “one sizes does not fit all” in their proxies and this principle should apply here to shareholders. Indeed the GM directors should support this proposal to be consistent with GM citing the importance of “flexibility” 10-times in the 2019 GM proxy. This proposal can help ensure that our management will nominate directors with outstanding qualifications in order to avoid giving shareholders a reason to exercise their right to use proxy access. This is important because there does not seem to be any GM director with automotive marketing experience. On the other hand GM has a director with 20-years CIA experience but GM provides no CIA job title for this director. This leads to the question of whether there is any adequate marketing oversight of GM management. There are 2 directors linked to Northrop Grumman. Another director is linked to Lockheed Martin. The past failed combination of GM and Hughes Aircraft showed that there was little synergy between automotive and aerospace. Another director is a former dean who has been retired for 7-years. Please vote yes: Improve Shareholder Proxy Access – Proposal 7 92 ITEM NO. 67 – SHAREHOLDER PROPOSAL REGARDING REPORT ON GREENHOUSE GAS EMISSIONS  AND CAFE STANDARDSPROXY ACCESS AMENDMENT: SHAREHOLDER AGGREGATION LIMIT Your Board of Directors recommends a voteAGAINST this proposal for the following reasons:   GM’s proxy access bylaw provides a meaningful and appropriate mechanism for shareholders to nominate individuals for your Board. GM’s proxy access bylaw was adopted in March 2016 following considerable discussion and consideration by your Board and engagement with many of GM’s largest shareholders. It allows an eligible shareholder (or group of up to 20 eligible shareholders), owning at least 3% of GM’s outstanding voting shares continuously for at least three years, to nominate and include in GM’s proxy materials director nominees constituting up to the greater of two individuals or 20% of the Board, provided that the shareholder(s) and the nominee(s) satisfy the requirements specified in our bylaws. GM’s 20-shareholder aggregation limit is critical to appropriately balance the benefits and risks to shareholders of proxy access. When a shareholder group submits a nominee under our proxy access bylaw, GM must confirm that the eligibility and procedural requirements have been satisfied (and remain satisfied through the annual meeting date) by each member of the group. The 20-shareholder aggregation limit ensures that GM is not forced to make burdensome and time-consuming inquiries into the nature and duration of the share ownership of a large number of individuals. This administrative burden could distract our employees and cause GM to incur excessive costs. Further, this reasonable limit on the number of shareholders permitted to act as a group helps to ensure that the interests of the group are aligned with the interests of our long-term shareholders generally by ensuring that the members of the group have a meaningful financial interest in our Company. GM’s proxy access bylaw is consistent with current market standards and best practices. A 20-shareholder aggregation limit has been widely adopted by companies that have adopted proxy access, including Citigroup Inc., The Boeing Company, and Lockheed Martin Corporation, and is widely endorsed among institutional investors. According to Shearman & Sterling’s 2019 Corporate Governance & Executive Compensation Survey, approximately 92% of public companies that have adopted or modified proxy access have a 20-shareholder aggregation limit. The shareholder’s proposal would not significantly enhance proxy access at GM because the current aggregation limit is not prohibitive. GM’s 30 largest institutional shareholders hold approximately 59% of our outstanding shares, including 7 who individually own more than 3% and approximately 80 who owned more than 0.15% (which is the average ownership needed for 20 shareholders to aggregate to 3%). Accordingly, the 20-shareholder aggregation limit does not unduly restrict any shareholder from forming a group to submit a proxy access nomination, and provides ample opportunities for all shareholders to combine with other shareholders to reach the 3% threshold. In fact, any shareholder, regardless of the size of its holdings, could achieve the 3% minimum by combining with as little as just one other shareholder. GM has the right Board at the right time. GM has added three new directors in the last two years – bolstering your Board’s expertise by adding accomplished leaders with critical technology, manufacturing, and geopolitical risk management experience. Your Board has the right directors to ensure the Company wins in this period of industry transformation. Your Board is also committed to regular director refreshment and succession planning to ensure it remains a strategic asset for the Company. This proposal is not necessary to ensure your Board possesses the appropriate mix of skills, expertise, and diverse viewpoints. 93 ITEM NO. 8 – SHAREHOLDER PROPOSAL REGARDING REPORT ON HUMAN RIGHTS POLICY IMPLEMENTATION We will provide the name, address, and share ownership of the shareholders who submitted this Rule 14a-8 shareholder proposal upon a shareholder’s request. The shareholder proponents are responsible for the content of the proposal for which we and our Board accept no responsibility. Whereas: Global actionAccording to the UN Guiding Principles on climate change is accelerating. The Paris Agreement’s goal of keeping global temperature rise below 2 degrees Celsius is already shaping global, national,Business and local policy decisions.Human Rights (UNGPs), companies have a responsibility to respect human rights throughout their operations and value chains by conducting due diligence to assess, identify, prevent, mitigate, and remediate adverse human rights impacts. Transportation accounts forAs the largest automaker in the United States, General Motors Company (GM) “produces more than 23 percent10 million vehicles a year, sources more than 100,000 unique parts from 5,500 supplier sites worldwide, and sells its cars in more than 100 countries.”1 The scale of GM’s global carbon dioxide emissions; this sector will need to deliver major emissions cuts for countries to achieve the Paris goal. (WEO 2017). In the U.S., a recent study found that greenhouse gas (GHG) reductions beyond those achievable from current vehicle emission reduction standards will be necessary by 2025 to meet global climate goals.1 Globally, governments are adopting transportation policies requiring significant fuel economy increases, and are beginning to promote low carbon vehicle technology standards. China will require 40 percent of cars sold by 2030 to be electric and intends to ban vehicles with internal combustion engines. Other countries and cities have announced, and California is considering, similar measures. Many automakers have announced plans in line with this decarbonizing transportation market. Volvo committed that, by 2019, all new models will be electrified. BMW committed to sell 100,000 electrified vehicles in 2017 and that 20 to 25 percent of its sales will beplug-in hybrids or EVs by 2025. General Motors will need to undertake aggressive action to compete successfully in this transition to low carbon transportation. In 2012, the U.S. issued light duty vehicle rules strengthening GHG emission reduction standards and improving corporate average fuel economy standards (collectively “CAFE standards”). These rules are being challenged by General Motors (GM) and other automakers. 2 The proposed weakening of CAFE standards will lead to additional greenhouse gas emissions, regulatory uncertainty, and significant reputational risk for automakers. A public, grassroots campaign was recently launched demanding that automakers end their advocacy for rollback of CAFE standards.3 Although over 243,000 GM vehicles with electrification features have been sold as of 2016, this is a very small percentage of the company’s overall fleet sales. GM has announced a decision to accelerate and expand electrification of its global fleet, but has not specified sales targets, percentages of planned electric drive vehicles, or what percentage of its fleet will have electrification features. Coupled with lobbying to weaken CAFE standards, serious questions exist as to whether the company will retreat in reducing fleetwide GHG emissions, especially through 2025, a critical window of opportunity for the industry to meet climate goals. This uncertaintybusiness exposes the company to reputational harm, public controversy,significant human rights risks in its operations and supply chain. GM relies on complex extended supply chains to source the numerous raw materials used to manufacture cars. GM risks contributing to or being linked to forced labor, child labor, hazardous working conditions, or other adverse human rights impacts, when sourcing from regions with weak rule of law, corruption, conflict, or poor worker protections. For example, GM suppliers may source cobalt mined under conditions of child labor in the Democratic Republic of Congo, where 60% of cobalt is produced and child labor is pervasive.2 Reports by Amnesty International and the potential2019 Mining the Disclosures benchmark found GM’s cobalt due diligence practices to quickly lose global competitiveness.be inadequate given its awareness of the risk.3 Sourcing of conflict minerals, steel, rubber, mica, electronics, and leather also present human rights risks for GM.4 General Motors’ actions have created investor concern aboutIn its operations, nearly 50,000 members of the alignmentGM United Auto Workers union went on strike for six weeks to collectively bargain for higher wages, job security for temporary workers, and better healthcare.5 The strike cost GM up to $4 billion in earnings.6 GM faces multiple lawsuits alleging harassment and discrimination at its Toledo plant from employees who experienced intimidation, threats, and racism in the workplace.7 While GM has policies in place, it does not demonstrate how its Human Rights Policy, Code of Conduct, and Supplier Code are operationalized to ensure human rights are respected. GM does not provide evidence of suppliers’ compliance with labor laws and its fleet emissions with an increasingly low carbon global vehicle market.Code, or how GM assures suppliers cascade expectations through their own supply chains. Investors are unable to assess the effectiveness of GM’s Awareline or other grievance mechanisms to provide legitimate, accessible, transparent and meaningful remedy to impacted stakeholders.8 GM may face legal, reputational, financial, and business continuity risks if the company fails to address its human rights risks. Resolved:Resolved: Shareholders request that General Motors, withthe Board oversight, publishof Directors prepare a report, at reasonable cost describing whether our company’s fleet GHG emissions through 2025 will increase, given the industry’s proposed weakening of CAFE standards or, conversely, how GM plans to retain emissions consistent with current CAFE standards,and omitting proprietary information, on GM’s systems to ensure effective implementation of its products are sustainable in a rapidly decarbonizing vehicle market.Human Rights Policy. Supporting Statement: The report might address:   Human rights due diligence processes to embed respect for human rights into operations and the value chain, and provide access to remedy for human rights impacts connected to the business; and   Indicators used to assess effectiveness.   1  http:https://ns.umich.edu/new/releases/25157-beyond-epa-s-clean-power-decision-climate-action-window-could-close-as-early-as-2023www.esri.com/about/newsroom/publications/wherenext/gm-maps-supply-chain-risk/ 2  https://www.nytimes.com/2017/02/22/business/energy-environment/automakers-pruitt-mileage-rules.html?_r=0www.theguardian.com/news/2019/jan/14/on-the-charge-why-batteries-are-the-future-of-clean-energy 3  https://www.sierraclub.org/press-releases/2017/www.amnestyusa.org/reports/time-to-recharge/; https://www.sourcingnetwork.org/mining-the- disclosures 4 https://www.thedragonflyinitiative.com/material-change-report/ 5 https://www.cnn.com/2019/10/go-forward-not-backward-environmental-and-consumer-groups-launch-campaign25/business/gm-strike-uaw-vote/index.html 6 https://www.cnbc.com/2019/10/29/uaw-strike-cost-gm-about-3point8-billion-for-2019-substantially-higher-than-estimated.html 7 https://www.cnn.com/2019/01/16/us/gm-toledo-racism lawsuit/index.html 8 UNGP Principle 31.     7694   ITEM NO. 68 – SHAREHOLDER PROPOSAL REGARDING REPORT ON GREENHOUSE GAS EMISSIONS AND CAFE STANDARDSHUMAN RIGHTS POLICY IMPLEMENTATION     TheYour Board of Directors recommends a voteAGAINST this shareholder proposal for the following reasons:   GM’s Human Rights Policy reflects GM’s strong focus on human rights, diversity, and inclusion. GM is committed to the highest standards of ethical conduct and respect for human rights. This commitment is cascaded throughout our global operations, global supply chain, and all of the businesses and entities that provide materials, parts, and services to GM. GM is building an inclusive and unified workforce – a true Workplace of Choice – where everyone understands our vision, believes in their role in securing GM’s future, and shares in our success. In 2016, GM adopted itsHuman Rights Policy, which underscores our commitment to maintaining a workplace where employees are treated with dignity and respect. GM has also adopted a standaloneSupplier Code of Conduct to ensure that our suppliers and other business partners share our values through compliance with several GM policies, including ourHuman Rights Policy;Code of Conduct, Winning with Integrity; Conflict Minerals Policy; andSpeak Up For Safety. OurSupplier Code of Conductarticulates GM’s expectations that, among other things, its suppliers and business partners will:   u comply with laws that promote safe working conditions and individual security; prohibit slavery, forced labor, child labor, human trafficking, harassment, and unlawful discrimination; and ensure the right to engage in collective bargaining; u maintain a reporting mechanism for their employees to raise integrity concerns, safety issues, and misconduct without fear of retaliation as well as appropriately investigate reports and take corrective action; u cascade policies and expectations that align with those of GM throughout their own supply chains; and u be able to demonstrate compliance with GM’sSupplier Code of Conduct upon request. Your Board holds management accountable for protecting and enhancing our culture. GM has several reporting mechanisms and strong anti-retaliation policies in place. Management monitors GM’s operations, partners, and suppliers for potential violations and takes action if violations occur, up to and including terminating employees and canceling supplier contracts. In addition, our employees, suppliers, contractors, and others can report any incidents or concerns (on an anonymous basis, if desired) using GM’s Awareline 24 hours per day, seven days per week by phone, web, email, mail, or fax. Your Board actively oversees management’s adherence to these mechanisms and policies. The requested report is unnecessary because GM already follows robust and transparent reporting practices. The Company’s approach to supply chain governance, compliance, and policy implementation is addressed in its annual sustainability report. Furthermore, GM engages regularly with shareholders and other stakeholders on these and other critical ESG issues. GM will continue to provide robust public disclosure on its actions and engagement on human rights matters. Learn More For a discussion of our ongoing efforts to protect the rights of everyone working for and with GM, see “Spotlight on Key ESG Initiatives—Responsible Sourcing” on page 32 of this Proxy Statement.   u  GM believes climate change isreal and advocates for climate  action. u  GM is committed to zero emissions, and we are changing our   business model to succeed in a carbon-constrained world. u  We are confident that GM’s fleet average GHG emissions will  NOT  increase through 2025. u  GM already provides transparent GHG emissions disclosure.     95 ITEM NO. 9 – SHAREHOLDER PROPOSAL REGARDING REPORT ON LOBBYING COMMUNICATIONS AND ACTIVITIES We will provide the name, address, and share ownership of the shareholders who submitted this Rule 14a-8 shareholder proposal upon a shareholder’s request. The shareholder proponents are responsible for the content of the proposal for which we and our Board accept no responsibility. Whereas, we believe in full disclosure of General Motors’ (“GM”) direct and indirect lobbying activities and expenditures to assess whether GM’s lobbying is consistent with its express goals and in the shareholders’ best interest. Resolved, the shareholders of General Motors Company (“GM”) request the preparation of a report, updated annually, disclosing: 1. Company policy and procedures governing lobbying, both direct and indirect, and grassroots lobbying communications. 2. Payments by GM used for (a) direct or indirect lobbying or (b) grassroots lobbying communications, in each case including the amount of the payment and the recipient. 3. Description of management’s decision-making process and the Board’s oversight for making payments described above. For purposes of this proposal, a “grassroots lobbying communication” is a communication directed to the general public that (a) refers to specific legislation or regulation, (b) reflects a view on the legislation or regulation and (c) encourages the recipient of the communication to take action with respect to the legislation or regulation. “Indirect lobbying” is lobbying engaged in by a trade association or other organization of which GM is a member. Both “direct and indirect lobbying” and “grassroots lobbying communications” include efforts at the local, state and federal levels. The report shall be presented to the Governance and Corporate Responsibility Committee and posted on GM’s website. Supporting Statement We encourage transparency in the use of GM’s corporate funds to influence legislation and regulation. GM spent $79,265,000 from 2010 – 2018 on federal lobbying. This does not include state lobbying expenditures in the 49 states where GM lobbies, but disclosure is uneven or absent.1 For example, GM spent $2,992,235 on lobbying in California from 2010 – 2018. GM belongs to the Business Roundtable, which is lobbying against the right of shareholders to file resolutions, and is a member of the Alliance of Automobile Manufacturers, which spent $16,320,000 on lobbying for 2017 and 2018. GM does not disclose its memberships in, or payments to, trade associations, or the amounts used for lobbying. GM discloses trade association payments used for political contributions, but not payments used for lobbying. This leaves a serious disclosure gap, as trade associations generally spend far more on lobbying than on political contributions. We are concerned that GM’s lack of lobbying disclosure presents significant reputational risk when it contradicts the company’s public positions. For example, GM claims it supports the Paris climate agreement, yet a 2019 InfluenceMap report found GM among the strongest opponents lobbying to undermine it.2 As shareholders, we believe that companies should ensure there is alignment between their own positions and their lobbying, including through trade associations. Investors participating in Climate Action 100+ representing $34 trillion in assets are asking companies to align their lobbying with the goals of the Paris Agreement. GM uses the Global Reporting Initiative (GRI) for sustainability reporting, yet fails to report “any differences between its lobbying positions and any stated policies, goals, or other public positions” under GRI Standard 415. 1 https://publicintegrity.org/state-politics/amid-federal-gridlock-lobbying-rises-in-the-states/ 2 https://www.theguardian.com/environment/2019/oct/10/exclusive-carmakers-opponents-climate-action-us-europe-emissions 96 ITEM NO. 9 – SHAREHOLDER PROPOSAL REGARDING REPORT ON LOBBYING COMMUNICATIONS AND ACTIVITIES Your Board of Directors recommends a voteAGAINST this shareholder proposal for the following reasons: GM already provides comprehensive political and lobbying disclosure. As part of our overall effort to promote political transparency and accountability, GM publishes an annual voluntary report of political contributions (available for each of the past five years atinvestor.gm.com/resources). Included in this report are (i) contributions to section 527 organizations; (ii) contributions to individual candidates for state and local office; (iii) portions of dues or similar payments to 501(c)(6) trade associations and section 501(c)(4) organizations to the extent the dues or other payments equal or exceed $50,000 and are attributable to political purposes; and (iv) a link to all contributions by GM. In addition, GM files publicly available federal Lobbying Disclosure Act Reports each quarter, which disclose GM’s lobbying expenditures, describe legislation and general issues that were the topic of communication, and identify the individual who lobbied on behalf of GM. GM also files similar periodic reports with state agencies. The 2019 CPA-Zicklin Index of Corporate Political Disclosure and Accountability ranked GM’s lobbying disclosure in the First Tier. In 2019, the Center for Political Accountability’s Zicklin Index of Corporate Political Accountability and Disclosure, which benchmarks the political disclosure and accountability policies and practices of leading U.S. public companies, has again recognized the quality of our disclosure and ranked GM among the First Tier of S&P 500 companies. GM protects and promotes shareholder value by participating in the political process. Public policy decisions can significantly affect GM’s strategies, operations, and, ultimately, shareholder value. To protect shareholder value, GM exercises its fundamental right and responsibility to participate in the legislative, regulatory, and political processes to ensure decision makers are informed by our expertise and insights when considering policies that impact GM. GM does this by making political contributions to candidates and entities that support our industry and our vision for the future of mobility, by engaging in direct and indirect lobbying, and by participating in various business and policy organizations that advocate positions designed to support GM’s business and enhance long-term shareholder value. GM’s political activities are subject to thorough review and independent oversight. GM participation in the political process is subject to best-in-class corporate governance practices. All corporate political contributions are centrally controlled, budgeted, and reviewed for compliance with the law and consistency with GM’s policies and strategic goals. At least annually, management reviews with the Governance and Corporate Responsibility Committee all political contributions, including those made by GM PAC and various GM state political action committees. GM believes that climate change is real and advocates for climate action. GM acknowledged long agobelieves the best way to remove automobile emissions from the environmental equation is an all-electric, zero emissions future on a national and global level. That is why GM has proposed a National Zero Emissions Vehicle program that climate change is real, and we have consistently advocated – in public forums – for climate action and awareness. GM is a founding member of the Climate Leadership Council, the only automaker to have signed the Ceres BICEP Climate Declaration and one of the first companies to sign the American Business Act on Climate Pledge. In addition, GM supported the goal of a decarbonized transportation sector through a World Economic Forum Auto Governors letter. We agree with the proponent that aggressive action is required to complete thewill help accelerate our transition to low-carbon transportation. Effectively addressing a complex challenge like climate change requires collaboration among various stakeholders from both inside and outsideEVs. If we want true electrification across the auto industry. To that end, we frequently engage stakeholders in a variety of ways, with the goal of creating a meaningful dialogue to develop effective ways to combat climate change. A critical part of our strategy is regular engagement with an external sustainability stakeholder advisory groupcountry – which we have inviteddo – we need the proponent to join –infrastructure, education, and incentive programs all working together. Additional lobbying disclosure is unnecessary. Your Board believes GM’s lobbying activities are transparent and the adoption of this proposal is unnecessary given the information that is coordinated through Ceres, a nonprofit organization advocating for corporate sustainability leadership. This group, now in its eighth year, consists of nongovernmental organizations, socially conscious investors, academics, a peer company, a fleet customer, and a supplier, to help inform our sustainability strategy as well as provide feedback about opportunities and challenges. GM is committed to zero crashes, zero emissions, and zero congestion, and we are changing our business to succeed in a carbon-constrained world. We believe that the convergence of connectivity, electric and other alternative propulsion systems, autonomous vehicles and the sharing economy will truly enable us to stretch the boundaries of what is possible in addressing climate change and developing vehicles that are safer, smarter, cleaner, and more energy-efficient than ever before. To advance our vision of a zero emissions world, we will introduce 20 newall-electric vehicles by 2023. In addition, we are also pursuing a variety of strategies to improve the fuel efficiency of our internal combustion engine vehicles, including light-weighting, improved aerodynamics, shifting to downsized turbo engines, and incorporating stop/start technology in more of our vehicles. Although a zero emissions future won’t arrive overnight, GM is already lowering GHG emissions from its products and facilities – GM has committed to using 100% renewable energy in its operations by 2050. These actions and others make us confident that GM’s fleet average GHG emissions will NOT increase through 2025. Regardless of any changes to U.S. CAFE standards, GM’s commitment to zero emissions will not change. We support one national set of standards that comprehends new technologies and shared and autonomous electric vehicles, and we remain committed to improving fuel economy, reducing emissions, and an all-electric future. Regardless of any proposals relative to CAFE standards for cars and light trucks for model years 2022–2025, our overall commitment to zero emissions and our strategy to achieve that commitment will not change. Nothing showcases this commitment more than our leadership in electric vehicles and the Chevrolet Bolt EV – the first EV for everyone with 238 miles of range on a single charge and a price of less than $30,000 after tax incentives. GM already provides transparent GHG emissions disclosure. GM’s annual Sustainability Report (available atgmsustainability.com) discloses GM’s progress on our products’ fuel efficiency and emissions goals as well as our approach to fuel economy regulations around the world. GM also annually discloses our GHG emissions performance in its CDP Climate Change Report (formerly known as the Carbon Disclosure Project), which is publicly available through our Sustainability Report. We look forward to working with all parties, including the proponent, on modernized standards that achieve better fuel economy for our customers and a better environment for everyone.available.   “Our commitment on an all-electric, zero-emissions future is unwavering regardless of any modifications to future fuel economy standards, especially in the United States.”Learn More   –  Mary Barra, Chairman & CEO, atSee “Corporate Political Contributions and Lobbying Expenditures” on page 28 of this Proxy Statement for more on the BankBoard’s oversight of America Merrill Lynch 2018 New York Auto SummitGM’s lobbying activities and “Climate Change Risk Oversight” on March 28, 2018 page 24 of this Proxy Statement for a discussion of GM’s work to manage the impacts of climate change.   Therefore, your Board of Directors recommends a voteAGAINST this shareholder proposal.           7797   GENERAL INFORMATION ABOUT THE ANNUAL MEETING Voting and Meeting Information   u   VotingBoard Recommendations and Meeting InformationVote Requirements* Vote requirements and Board recommendations    Agenda   Item    Description   Board Recommendation    Vote Requirement for Approval   Effect of Abstentions    Effect of Broker Non-VoteNon-Votes 1    Board Proposal Regarding Election of Directors(1)   FOR    Majority of votes cast   No effect    No effect 2    Approval of,Board Proposal to Approve, on an Advisory Basis, NEO compensationNamed Executive Officer Compensation   FOR    Majority of shares present (in person or by proxy) and entitled to vote   Counted as “AGAINST”    No effect 3    RatificationBoard Proposal to Approve, on an Advisory Basis, the Frequency of Future Advisory Votes on Named Executive Officer Compensation 1 YEAR Counted as “AGAINST” No effect 4 Board Proposal to Ratify the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 20182020   FOR   Counted as “AGAINST”    Discretionary Vote 4 Shareholder Proposal Regarding Independent Board Chairman AGAINST Counted as “AGAINST” No effectvote 5    ShareholderBoard Proposal Regarding Shareholder Right to Act by Written ConsentApprove the General Motors Company 2020 Long-Term Incentive Plan   AGAINSTFOR   Counted as “AGAINST”    No effect 6    Shareholder Proposal Regarding Report on Greenhouse Gas and CAFE StandardsShareholder Written Consent   AGAINST   Counted as “AGAINST” No effect 7 Shareholder Proposal Regarding Proxy Access Amendment: Shareholder Aggregation Limit AGAINST Counted as “AGAINST” No effect 8 Shareholder Proposal Regarding Report on Human Rights Policy Implementation AGAINST Counted as “AGAINST” No effect 9 Shareholder Proposal Regarding Report on Lobbying Activities and Communications AGAINST Counted as “AGAINST”    No effect   (1)* Each person electedSee sections 1.7 and 2.2(c) of the General Motors Company Amended and Restated Bylaws as director will serveof August 14, 2018, for aone-year term description of the vote requirements and until his or her successor has been duly electedthe impact of abstentions and qualified or until his or her earlier resignation or removal. If any nominee becomes unable to serve, proxies will be voted forbroker non-votes on the election of such other person as the Board may designate, unless the Board chooses to reduce the number of directors.meeting agenda items listed above. Other matters to be presented u Other Matters to Be Presented at the Annual Meeting We do not know of any matters to be voted on by shareholders at the Annual Meeting other than those included in this Proxy Statement. If any matter, other matterthan the election of the Board’s nominees for director or Items two to nine in this Proxy Statement, is properly presented at the meeting, your executed proxy gives the Proxies (as defined below) discretionary authority to vote your shares in accordance with itstheir best judgment with respect to the matter. Attending the Annual Meeting Only shareholders and authorized guests of the Company may attend the Annual Meeting, and all attendees will be required to show a valid form of ID (such as a government-issued form of photo identification). If you hold your shares in street name (i.e., through a bank or broker), you must also provide proof of share ownership, such as a letter from your bank or broker or a recent brokerage statement. Large bags, backpacks and packages, suitcases, briefcases, personal communication devices (e.g., cell phones, smartphones, and tablets), cameras, recording equipment, and other electronic devices will not be permitted in the meeting, and attendees will be subject to security inspections. Quorum The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting business at the Annual Meeting. Abstentions and brokernon-votes are counted as present for purposes of establishing a quorum at the meeting. Proxies The Board appointed the following executive officers to act as proxies: Mary T. Barra, Daniel Ammann, and Charles K. Stevens, III (collectively, the “Proxies”). If you sign and return your proxy card or voting instruction form with voting instructions, one or more of the Proxies will vote your shares as you direct on the matters described in this Proxy Statement. If you sign and return your proxy card or voting instruction form without voting instructions, one or more of the Proxies will vote your shares as recommended by the Board. Who can vote Holders of record of our common stock as of the close of business on April 16, 2018, are entitled to vote at the Annual Meeting. On that date, the Company had 1,409,441,782 shares of common stock outstanding and entitled to vote. Each share of our common stock entitles the holder to one vote.matter presented.   7898   GENERAL INFORMATION ABOUT THE ANNUAL MEETING     u Attending the Virtual Annual Meeting Voting without attendingGM currently expects that its Annual Meeting will be held via a live video webcast; however, as of the date of this mailing, COVID-19 continues to spread around the world and throughout the United States, including Michigan. If it becomes necessary due to public health considerations and the need to comply with federal, state, and local restrictions on gatherings and movement, we may need to conduct the Annual Meeting When you timely submit your proxy or voting instructions in the proper form, your shares will be voted according to your instructions. You may give instructions to vote for or against or abstain from voting for the election of all the Board of Directors’ nominees or any individual nominee and to vote for or against or abstain from voting upon, each of the other matters submitted for voting.an audio-only format. If you sign, date, and return the proxy card or voting instruction form without specifying how you wish to cast your vote, your shares will be voted by the Proxies according to the recommendations ofthis occurs, the Board of Directors and certain members of management will dial in to the webinar from remote locations and will not be present in person. How to participate in   the Annual Meeting   online 1.  Visitvirtualshareholdermeeting.com/GM2020; and 2. Enter the 16-digit control number included on your Notice Regarding the Availability of Proxy Materials (“Notice”), on your proxy card (if you received a printed copy of the proxy materials), or on the instructions that accompanied your proxy materials. You may begin to log into the meeting platform beginning at 7:45 a.m. Eastern Time on June 16, 2020. The meeting will begin promptly at 8:00 a.m. Eastern Time. How to participate in   the Annual Meeting   without Internet   access Call (877) 328-2502 (toll free) or (412) 317-5419 (international) to listen to the meeting proceedings. You will not be able to vote your shares or submit questions during the meeting. How to participate in   the Annual Meeting   without a 16-digit   control number Visitvirtualshareholdermeeting.com/GM2020 and register as a guest. You will not be able to vote your shares or ask questions during the meeting. For Help With   Technical Difficulties Call (800) 586-1548 (U.S.) or (303) 562-9288 (international) for assistance. If you need additional shareholder support, please e-mailshareholder.relations@gm.com or call (313) 667-1432 for assistance. Additional Questions   Email GM Shareholder Relations atshareholder.relations@gm.com or call (313) 667-1432. u Submitting Questions for Our Online Meeting Submitting Questions Before the Meeting 1.  Log in toproxyvote.com; 2. Enter your 16-digit control number; and 3. Once past the login screen, click on “Questions for Management,” type in your question and click “Submit.” Submitting Questions During the Meeting 1.  Log into the online meeting platform atvirtualshareholdermeeting.com/GM2020, type your question into the “Ask a Question” field, and click “Submit”; or 2. Call (877) 328-2502 (toll free) or (412) 317-5419 (international) Only shareholders with a valid control number will be allowed to ask questions. Questions pertinent to meeting matters will be answered during the meeting, subject to time constraints. If there are questions pertinent to meeting matters that cannot be answered during the meeting due to time constraints, management will post answers to a representative set of such questions atinvestor.gm.com/shareholder. The questions and answers will be available as indicated above. Internetsoon as practicable after the meeting and telephone votingwill remain available until GM’s 2021 Proxy Statement is available 24 hours a day, through 11:59 p.m. Eastern time on Monday, June 11, 2018.filed. 99 GENERAL INFORMATION ABOUT THE ANNUAL MEETING u Voting at the Annual Meeting Shareholders of record and beneficial owners will be able to vote their shares electronically during the Annual Meeting. However, even if you plan to participate in the Annual Meeting online, we recommend that you also vote by proxy so that your votes will be counted if you later decide not to participate in the Annual Meeting. u You may vote yourQuorum The presence of the holders of a majority of the outstanding shares of our common stock, in person or by proxy, will constitute a quorum for transacting business at the Annual Meeting. Abstentions and broker non-votes are counted as present for purposes of establishing a quorum at the meeting. u Proxies The Board appointed the following officers to act as proxies: Mary T. Barra, Craig B. Glidden, and Rick E. Hansen (collectively, the “Proxies”). If you sign and return your proxy card or voting instruction form with voting instructions, one or more of the Proxies will vote your shares as you direct on the matters described in this Proxy Statement. If you sign and return your proxy card or voting instruction form without voting instructions, one or more of the Proxies will vote your shares as recommended by the Board. u Who Can Vote If you are a holder of the Company’s common stock as of the close of business on April 17, 2020, or you hold a valid proxy, you are entitled to vote at the Annual Meeting. On that date, the Company had 1,432,378,376 shares of common stock outstanding and entitled to vote. Each share of our common stock entitles the holder to one vote. u Voting Without Attending the Annual Meeting by completing a ballot at the meeting. If you are a registered holder (i.e., you hold shares in your name), you must present a valid To vote your shares without attending the meeting, please follow the instructions for voting on the Notice, on your proxy card, or on the voting instructions form. When you timely submit your proxy or voting instructions in the proper form, your shares will be voted according to your instructions. If you sign, date, and return the proxy card or voting instruction form without specifying how you wish to cast your vote, your shares will be voted by the Proxies according to the recommendations of the Board of Directors, as indicated above. Internet and telephone voting is available 24 hours a day, through 11:59 p.m. Eastern Time on Monday, June 15, 2020. u Revoking Your Proxy After you have submitted your proxy or voting instructions by Internet, telephone, or mail, you may revoke it at any time until it is voted at the Annual Meeting. Participation in the Annual Meeting will not cause your previously granted proxy to be revoked unless you specifically make that request. To revoke your proxy, follow the instructions below. Shareholders of ID (such as a government-issued form of photo identification) to vote at the meeting. If you are a beneficial shareholder and want to vote your shares in person at the Annual Meeting, you must bring a signed legal proxy form from your broker, bank, or other nominee giving you the right to vote the shares and submit that legal proxy with your ballot at the meeting. We encourage you to vote your shares in advance of the meeting, even if you plan to attend. Your vote at the meeting will supersede any prior vote by you. Record Street Name Shareholders Revoking your proxy After you have submitted your proxy or voting instructions by Internet, telephone, or mail, you may revoke your proxy at any time until it is voted at the Annual Meeting. If you are a shareholder of record, you may do this by voting subsequently by Internet or telephone, submitting• Grant a new proxy card withbearing a later date sending(which automatically revokes the earlier proxy); • Send a written notice of revocation to the General Motors Company Corporate Secretary at Mail Code482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or by48265; e-mail• toE-mail the General Motors Company Corporate Secretary atshareholder.relations@gm.com.; or If you are a beneficial shareholder, you may subsequently • Participate in the Annual Meeting and vote by Internet or telephone, or you may revoke your vote throughshares electronically during the meeting. • Notify your broker, bank, or other nominee in accordance with their instructions.that entity’s procedures for revoking your voting instructions; or • Participate in the meeting and electronically vote your shares during the meeting. 100 GENERAL INFORMATION ABOUT THE ANNUAL MEETING u Annual Meeting voting resultsVoting Results Our independent inspector of elections, Broadridge Financial Services, will tabulate the vote at the Annual Meeting. We will provide voting results on our website and in a Current Report on Form Our independent inspector of elections, Broadridge Financial Services, Inc., will tabulate the vote at the Annual Meeting. We will provide voting results on our website and in a Current Report on Form 8-K filed with the SEC. u “Shareholder of record”Record” and “Beneficial shareholder”Shareholder” If your shares are owned directly in your name in an account with GM’s stock transfer agent, Computershare Trust Company, N.A. (“Computershare”), you are considered the “shareholder of record” of those shares in your account. If your shares are held in an account with a broker, bank, or other nominee as custodian on your behalf, you are considered a “beneficial” shareholder of those shares, which are held in “street name.” The broker, bank, or other nominee is considered the shareholder of record for those shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, youmust provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. Under NYSE rules, brokers are permitted to exercise discretionary voting authority only on “routine” matters. Therefore, your broker may vote on Item No. 3 (“Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2018”) even if you do not provide voting instructions, because it is considered a routine matter.Your broker is not permitted to vote on the other Agenda Items if you do not provide voting instructions because those items involve matters that are considerednon-routine. If your shares are owned directly in your name in an account with GM’s stock transfer agent, Computershare Trust Company, N.A., you are considered the “shareholder of record” of those shares in your account. If your shares are held in an account with a broker, bank, or other nominee as custodian on your behalf, you are considered a “beneficial shareholder” of those shares, which are held in street name. The broker, bank, or other nominee is considered the shareholder of record for those shares. As the beneficial owner, you have the right to instruct the broker, bank, or other nominee on how to vote the shares in your account. In order for your shares to be voted in the way you would like, youmust provide voting instructions to your broker, bank, or other nominee by the deadline provided in the proxy materials you receive from your broker, bank, or other nominee. If you do not provide voting instructions to your broker, bank, or other nominee, whether your shares can be voted on your behalf depends on the type of item being considered for vote. Under NYSE rules, brokers are permitted to exercise discretionary voting authority only on “routine” matters. Therefore, your broker may vote on Item No. 4 (“Ratification of the Selection of the Independent Registered Public Accounting Firm for 2020”) even if you do not provide voting instructions because it is considered a routine matter. Your broker is not permitted to vote on the other agenda Items if you do not provide voting instructions because those items involve matters that are considered nonroutine. u Householding SEC rules permit companies to send a single Proxy Statement and Annual Report on Form10-K or Notice to two or more shareholders that share the same address, subject to certain conditions. Each shareholder will continue to receive a separate proxy card, voting instruction form, or Notice, and it will include the unique16-digit control number that is needed to vote those shares and to access and vote during the Annual Meeting. This “householding” rule will benefit both the shareholders and GM by reducing the volume of duplicate information shareholders receive and reducing GM’s printing and mailing costs. If one set of these documents was sent to your household for the use of all GM shareholders in your household and one or more of you would prefer to receive additional sets or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If a broker, bank, or other nominee holds your shares, please contact your broker, bank, or other nominee directly if you have questions about delivery of materials, require additional copies of the Proxy Statement or Annual Report on Form10-K, or wish to receive multiple copies of proxy materials by stating SEC rules permit companies to send a single Proxy Statement and Annual Report or Notice to two or more shareholders that share the same address, subject to certain conditions. Each shareholder will continue to receive a separate proxy card, voting instruction form, or Notice, and it will include the unique 16-digit control number that is needed to vote those shares and to access and vote during the Annual Meeting. This “householding” rule will benefit both the shareholders and GM by reducing the volume of duplicate information shareholders receive and reducing GM’s printing and mailing costs. If one set of these documents was sent to your household for the use of all GM shareholders in your household and one or more of you would prefer to receive additional sets or if multiple copies of these documents were sent to your household and you want to receive one set, please contact Broadridge Financial Solutions, Inc., by calling toll-free at 866-540-7095 or by writing to Broadridge Financial Solutions, Inc., Householding Department, 51 Mercedes Way, Edgewood, New York 11717. If a broker, bank, or other nominee holds your shares, please contact your broker, bank, or other nominee directly if you have questions about delivery of materials, require additional copies of the Proxy Statement or Annual Report, or wish to receive multiple copies of proxy materials, which would require you to state that you do not consent to householding.   79 101   GENERAL INFORMATION ABOUT THE ANNUAL MEETING     u Shareholder Proposals and Director Nominations for the 2021 Annual Meeting Shareholder Proposals and Director Nominations Type of Proposal Type of Proposal Rule14a-8 Proposals by Shareholders Rule 14a-8 Proposals by Shareholders for Inclusion in Next for Inclusion in Next Year’s Proxy Statement Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access)   Director Nominees for Inclusion in Next Year’s Proxy Statement (Proxy Access)    Other Proposals or Nominees for Representation at Next Year’s Annual Meeting Rules/Provisions SEC rules and our Bylaws permit shareholders to submit proposals for inclusion in our Proxy Statement if the shareholder and the proposal meet the requirements specified in SEC Rule14a-8. Our Bylaws permit a shareholder or group of shareholders (up to 20) who have owned a significant amount of common stock (at least 3%) for a significant amount of time (at least three years) to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our Proxy Statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule14a-8 or our proxy access bylaw), but is instead sought to be presented directly at the next year’s Annual Meeting must be received at our principal executive offices no earlier than 180 days and no later than 120 days before the first anniversary of this year’s Annual Meeting. When to send these proposals Must be received at our principal executive offices no later than 11:59 p.m. Eastern Time onDecember 28, 2018. No earlier thanDecember 14, 2018, and no later than 11:59 p.m. Eastern time onFebruary 12, 2019. Where to send these proposals Mail to our Corporate Secretary at Mail Code482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or bye-mail toshareholder.relations@gm.com. What to include Must conform to and include the information required by SECRule 14a-8. Must include information required by our Bylaws, which are available on our website at gm.com/investors/corporate-governance.   Rules/Provisions u Annual Report on Form10-K SEC rules and Other Investor Materials You may download a copy of our 2017 Annual Report on Form10-K by visiting the “Investors Contacts” section of our website atgm.com/investors. Other publications availableBylaws permit shareholders to submit proposals for download at this website includeinclusion in our Proxy Statement quarterly reportsif the shareholder and the proposal meet the requirements specified in SEC Rule 14a-8. Our Bylaws permit a shareholder or group of shareholders (up to 20) who have owned a significant amount of common stock (at least 3%) for a significant amount of time (at least three years) to submit director nominees (up to 20% of the Board or two directors, whichever is greater) for inclusion in our codeProxy Statement if the shareholder(s) and the nominee(s) satisfy the requirements specified in our Bylaws. Our Bylaws require that any shareholder proposal, including a director nomination, that is not submitted for inclusion in next year’s Proxy Statement (either under SEC Rule 14a-8 or our proxy access bylaw), but is instead sought to be presented directly at the next year’s annual meeting must be received at our principal executive offices no earlier than 180 days and no later than 120 days before the first anniversary of conduct,“Winning with Integrity.”Alternatively, you may request a printed copy of these publications by writingthis year’s Annual Meeting. Deadline for Submitting These Proposals Proposals must be received at our principal executive offices no later than 11:59 p.m. Eastern Time onDecember 28, 2020. Proposals must be sent no earlier thanDecember 18, 2020, and no later than 11:59 p.m. Eastern Time onFebruary 16, 2021. Where to Shareholder RelationsSend These Proposals Mail proposals to our Corporate Secretary at General Motors Company, Mail Code:482-C23-A68,Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or send proposals by e-mail toshareholder.relations@gm.com. What to Include Proposals must conform to and include the information required by SEC Rule 14a-8. Proposals must include information required by our Bylaws, which are available on our website at investor.gm.com/resources. 102 GENERAL INFORMATION ABOUT THE ANNUAL MEETING   u Cost of Proxy Solicitation We will pay our cost for soliciting proxies for the Annual Meeting. The Company will distribute proxy materials andfollow-up reminders, if any, by mail and electronic means. We have engaged Morrow Sodali, LLC (“Morrow”), a professional proxy solicitation firm, located at 470 West Avenue, Stamford, Connecticut 06902 to assist with the solicitation of proxies and to provide related advice and informational support for a service fee, plus customary disbursements. We expect to pay Morrow an aggregate fee, including reasonableout-of-pocket expenses, of up to $25,000, depending on the level of services actually provided. GM directors, officers, and employees may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services. General Motors will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. As usual, we will reimburse brokers, banks, and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners. 80   u Annual Report and Other Investor Materials APPENDIX A: RECONCILIATION OF GAAP AND NON-GAAP FINANCIAL MEASURES You may download a copy of our 2019 Annual Report and Proxy Statement atinvestor.gm.com/shareholder. Our other SEC filings are available atinvestor.gm.com/sec-filings. Alternatively, you may request a printed copy of these publications by writing to Shareholder Relations at General Motors Company, Mail Code: 482-C23-A68, 300 Renaissance Center, Detroit, Michigan 48265 or by e-mail toshareholder.relations@gm.com.   u Our Company reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certainnon-GAAP financial measures provide users with additional meaningful financial information. Ournon-GAAP measures presented in thisCost of Proxy Statement include earnings before interest and taxes (“EBIT”)-adjusted, presented net of noncontrolling interests, earnings per share (“EPS”)-diluted-adjusted and adjusted automotive free cash flow. These measures relate to our continuing operations and not our discontinued operations or our assets and liabilities heldSolicitation We will pay our cost for soliciting proxies for the Annual Meeting. The Company will distribute proxy materials and follow-up reminders, if any, by mail and electronic means. We have engaged Alliance Advisors, LLC (“Alliance”), a professional proxy solicitation firm, located at 200 Broadacres Drive, Bloomfield, New Jersey 07003 to assist with the solicitation of proxies and to provide related advice and informational support for a service fee, plus customary disbursements. We expect to pay Alliance an aggregate fee, including reasonable out-of-pocket expenses, of up to $20,000, depending on the level of services actually provided. GM directors, officers, and employees may also solicit proxies by mail, telephone, or personal visits. They will not receive any additional compensation for their services. GM will provide copies of these proxy materials to banks, brokerage houses, fiduciaries, and custodians holding in their names shares of our common stock beneficially owned by others so that they may forward these proxy materials to the beneficial owners. As usual, we will reimburse brokers, banks, and other nominees for their reasonable expenses in forwarding proxy materials to beneficial owners. 103 [THIS PAGE INTENTIONALLY LEFT BLANK] 104 for sale. Our calculation of these APPENDIX A: NON-GAAP FINANCIAL MEASURES Non-GAAP Reconciliations Our Company reports its financial results in accordance with generally accepted accounting principles in the United States (“GAAP”). However, management believes that certain non-GAAP financial measures provide users with additional meaningful financial information. Our non-GAAP measures presented in this Proxy Statement include: (i) earnings before interest and taxes (“EBIT”)–adjusted, presented net of noncontrolling interests, (ii) earnings per share (“EPS”)–diluted–adjusted, and (iii) ROIC-adjusted. These measures relate to our continuing operations and not our discontinued operations. Our calculation of these non-GAAP measures may not be comparable with similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related GAAP measures. See our Annual Report on Form 10-K for the fiscal year ended December 31, 2019, and our subsequent filings with the SEC for additional information about the non-GAAP measures may not be comparable to similarly titled measures of other companies due to potential differences between companies in the method of calculation. As a result, the use of thesenon-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for related GAAP measures. See our Annual Report on Form10-K for the fiscal year ended December 31, 2017, and our subsequent filings with the SEC for additional information about thenon-GAAP measures presented herein, including a description of the use of such measures. The numbers in the tables below may not sum due to rounding.           ($B)    2019     2018   Net Income Attributable to Stockholders    $ 6.7     $ 8.0   Loss from Discontinued Operations, Net of Tax      –         0.1   Income tax expense      0.8       0.5   Automotive interest expense      0.8       0.7   Automotive interest income      (0.4 )      (0.3 )  Add Back Special Items:                  Transformation activities(1)      1.7       1.3   GM Brazil indirect tax recoveries(2)      (1.4 )      –     FAW-GM divestiture(3)      0.2       –     GM International (“GMI”) restructuring(4)      –         1.1   Ignition switch recall and related legal matters(5)      –         0.4   Total Special items      0.5       2.9   EBIT-adjusted    $ 8.4     $ 11.8   Net Sales and Revenue    $ 137.2     $ 147.0   EBIT-adjusted Margin      6.1 %      8.0 %  (1) These adjustments were excluded because of a strategic decision to accelerate our transformation for the future to strengthen our core business, capitalize on the future of personal mobility, and drive significant cost efficiencies. The adjustments primarily consist of accelerated depreciation, supplier-related charges, pension and other curtailment charges and employee-related separation charges in the year ended December 31, 2019, and primarily employee separation charges and accelerated depreciation in the year ended December 31, 2018. (2) This adjustment was excluded because of the unique events associated with decisions rendered by the Superior Judicial Court of Brazil resulting in retrospective recoveries of indirect taxes. (3) This adjustment was excluded because we divested our joint venture FAW-GM Light Duty Commercial Vehicle Co., Ltd. (“FAW-GM”), as a result of a strategic decision by both shareholders, allowing us to focus our resources on opportunities expected to deliver higher returns. (4) This adjustment was excluded because of a strategic decision to rationalize our core operations by exiting or significantly reducing our presence in various international markets to focus resources on opportunities expected to deliver higher returns. The adjustments primarily consist of employee separation charges, asset impairments and supplier claims, all in Korea.   A-1   ($B, except Margin) APPENDIX A: NON-GAAP FINANCIAL MEASURES   (5) 2017 Net income attributable to stockholders (3.9 )  Income from discontinued operations, net of tax 4.2 Subtract: Automotive Interest Expense (0.6 )  Automotive Interest Income 0.3 Income Tax (Expense) (11.5 )  Add Back Special Items1: Ignition switch recall and related legal matters 0.1 Venezuela related matters 0.1 GMI restructuring 0.5 Total Special items 0.7 EBIT-adjusted 12.8 Net Revenue 146 EBIT-adjusted Margin 8.8 %  1 Additional information on adjustments available in our Annual Report on Form10-K for the year ended December 31, 2017.This adjustment was excluded because of the unique events associated with the ignition switch recall, which included various investigations, inquiries and complaints from constituents.   2017       $ per Share    2019      2018   Diluted Earnings (Loss) per Common Share    $ 4.57      $ 5.53   Diluted loss per common share – discontinued operations      –          0.05   Adjustments(1)      0.38        2.03   Tax effect of adjustments(2)      (0.13 )       (0.29 )  Tax adjustments(3)      –          (0.78 )  EPS-diluted-adjusted    $ 4.82      $ 6.54     (1) Refer to the reconciliation of EBIT-adjusted on a continuing operations basis on page A-1 of this Proxy Statement for adjustment details. Diluted earnings (loss) per common share   (2) The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates.   (3) (2.60 )  Diluted loss per common share – discontinued operations 2.82 Adjustments(a) 0.44 Tax effect of adjustments(b) (0.14 )  Tax adjustments(c) 6.10 EPS-diluted-adjusted $ 6.62 (a) Refer to the reconciliation of EBIT-adjusted on a continuing operations basis above for adjustment details. (b) The tax effect of each adjustment is determined based on the tax laws and valuation allowance status of the jurisdiction to which the adjustment relates. (c) In the year ended December 31, 2017, these adjustments consist of the tax expense of $7.3 billion related to U.S. tax reform legislation and the establishment of a valuation allowance against deferred tax assets of $2.3 billion that will no longer be realizable as a result of the sale of the Opel/Vauxhall Business, partially offset by tax benefits related to tax settlements. These adjustments wereThis adjustment consists of: (1) a non-recurring tax benefit related to foreign earnings and (2) tax effects related to U.S. tax reform legislation. This adjustment was excluded because impacts of tax legislation and valuation allowances are not considered part of our core operations.       ($B)    2019   EBIT-adjusted(1)    $ 8.4   Average equity(2)      43.7   Add: Average automotive debt and interest liabilities (excluding capital leases)      14.9   Add: Average automotive net pension & OPEB liability      16.7   Less: Average automotive net income tax asset      (23.5 )  ROIC-adjusted average net assets      51.8   ROIC-adjusted      16.2 %    (1) Refer to the reconciliation of EBIT-adjusted on a continuing operations basis on page A-1 of this Proxy Statement. A-1 (2) Includes equity of noncontrolling interests where the corresponding earnings are included in EBIT-adjusted. A-2 APPENDIX A: NON-GAAP FINANCIAL MEASURES Adjusted Automotive Free Cash Flow In the section titled “Executive Compensation,” we present one of our incentive compensation measures, adjusted automotive free cash flow, which is not prepared in accordance with GAAP. Below is a reconciliation of adjusted automotive free cash flow (as calculated for incentive compensation purposes) to net automotive cash provided by operating activities, its nearest GAAP measure.     ($B)    2019   Net automotive cash provided by operating activities – continuing operations    $ 7.4   Less: capital expenditures – continuing operations      (7.5 )  Adjustments          Transformation activities      1.1   GM Brazil indirect tax recoveries      (0.1 )  FAW-GM divestiture      0.2   GMI Restructuring      0.0   Incentive compensation adjustments(1)      0.2   Total adjustments      1.4   Adjusted automotive free cash flow (for incentive compensation purposes)    $ 1.3   (1) Reflects certain recall-related expenses attributable to events occurring in 2014. Note: Amounts may not sum due to rounding. A-3   APPENDIX B: GENERAL MOTORS COMPANY                         2020 LONG-TERM INCENTIVE PLAN Section 1. Purpose. The purpose of the General Motors Company 2020 Long-Term Incentive Plan (as amended from time to time, the “Plan”) is to incentivize selected employees, consultants, advisors and non-employee directors of General Motors Company (the “Company”) and its Subsidiaries and to align their interests with those of the Company’s stockholders. However, nothing in this Plan or any Award granted pursuant to this Plan shall be interpreted to create or establish an employment relationship between the Company and any Participant. Section 2. Definitions. As used in the Plan, and unless otherwise specified in an applicable Award Document, the following terms shall have the meanings set forth below: (a) “Award” means any Option, SAR, Restricted Stock, RSU, Performance Award, Other Stock-Based Award or cash incentive award granted under the Plan. (b) “Award Document” means any appropriately authorized agreement, contract or other instrument or document evidencing any Award granted under the Plan, whether in electronic form or otherwise, which must be duly executed or acknowledged by a Participant (unless otherwise specifically provided by the Company). (c) “Beneficiary” means a person designated by a Participant to receive payments or other benefits or exercise rights that are available under the Plan in the event of the Participant’s death pursuant to Section 14(f). (d) “Board” means the Board of Directors of the Company. (e) “Cause” means, with respect to any Participant, any of the following unless explicitly excluded by such Participant’s applicable Award Document, and any additional grounds as may be set forth in such Award Document: (i) the Participant’s commission of, or plea of guilty or no contest to, a felony or comparable local charge in non-U.S. jurisdictions; (ii) the Participant’s gross negligence or willful misconduct that is materially injurious to the Company or any of its Subsidiaries; or (iii) the Participant’s material violation of state or federal securities laws. (f) “Change in Control” means the occurrence of any one or more of the following events: (i) any Person other than an Excluded Person, directly or indirectly, becomes the “beneficial owner” (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company constituting more than 40 percent of the total combined voting power of the Company’s Voting Securities outstanding;provided that if such Person becomes the beneficial owner of 40 percent of the total combined voting power of the Company’s outstanding Voting Securities as a result of a sale of such securities to such Person by the Company or a repurchase of securities by the Company, such sale or purchase by the Company shall not result in a Change in Control;provided further, that if such Person subsequently acquires beneficial ownership of additional Voting Securities of the Company (other than from the Company), such subsequent acquisition shall result in a Change in Control if such Person’s beneficial ownership of the Company’s Voting Securities immediately following such acquisition exceeds 40 percent of the total combined voting power of the Company’s outstanding Voting Securities; (ii) at any time during a period of 24 consecutive months, individuals who at the beginning of such period constituted the Board and any new member of the Board whose election or nomination for election was approved by a vote of at least a majority of the directors then still in office who either were directors at the beginning of such period or whose election or nomination for election was so approved (the “Incumbent Board”), cease for any reason to constitute a majority of members of the Board; provided that no individual   B-1   2017 APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN   initially elected or nominated as a director as a result of an actual or threatened election contest, as such terms are used in Rule 14a-12 of Regulation 14A promulgated under the Exchange Act, with respect to directors or as a result of any other actual or threatened solicitation of proxies or consents by or on behalf of any Person other than the Board shall be deemed to be an Incumbent Director; (iii) the consummation of a reorganization, merger or consolidation of the Company or any of its Subsidiaries with any other corporation or entity, in each case, unless, immediately following such reorganization, merger or consolidation, more than 60 percent of the combined voting power and total fair market value of the then outstanding Voting Securities of the resulting corporation from such reorganization, merger or consolidation is then beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners of the outstanding Voting Securities of the Company immediately prior to such reorganization, merger or consolidation in substantially the same proportion as their beneficial ownership of the Voting Securities of the Company immediately prior to such reorganization, merger or consolidation; or (iv) the consummation of any sale, lease, exchange or other transfer to any Person (other than a Subsidiary or affiliate of the Company) of assets of the Company and/or any of its Subsidiaries, in one transaction or a series of related transactions within a 12-month period, having an aggregate fair market value of more than 50 percent of the fair market value of the Company and its Subsidiaries immediately prior to such transaction(s). Notwithstanding the foregoing, in no event shall a “Change in Control” be deemed to have occurred (A) as a result of the formation of a Holding Company, (B) with respect to any Participant, if the Participant is part of a “group” within the meaning of Section 13(d)(3) of the Exchange Act as in effect on the date hereof, which consummates the Change in Control transaction or (C) if the transaction does not constitute a “change in ownership,” “change in effective control,” or “change in the ownership of a substantial portion of the assets” of the Company within the meaning of Section 409A of the Code. (g) “Code” means the Internal Revenue Code of 1986, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Code shall include any successor provision thereto. (h) “Committee” means the Executive Compensation Committee of the Board or such other independent committee as may be designated by the Board to perform any functions of the Executive Compensation Committee with respect to this Plan. (i) “Disability” means, with respect to any Participant, such Participant’s inability upon a Termination of Service to engage in any gainful activity by reason of any medically determinable physical or mental impairment that can be expected to result in death or can be expected to last for a continuous period of not less than 12 months. (j) “Effective Date” means June 17, 2020. (k) “Exchange Act” means the Securities Exchange Act of 1934, as amended from time to time, and the rules, regulations and guidance thereunder. Any reference to a provision in the Exchange Act shall include any successor provision thereto. (l) “Excluded Person” means (i) the Company, (ii) any of the Company’s Subsidiaries, (iii) any Holding Company, (iv) any employee benefit plan of the Company, any of its Subsidiaries or a Holding Company, or (v) any Person organized, appointed or established by the Company, any of its Subsidiaries or a Holding Company for or pursuant to the terms of any employee benefit plan described in clause (iv). (m) “Fair Market Value” means with respect to Shares, the closing price of a Share on the date in question (or, if there is no reported sale on such date, on the last preceding date on which any reported sale occurred) on the principal stock market or exchange on which the Shares are quoted or traded, or if Shares are not so quoted or B-2 APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN traded, fair market value as determined by the Committee, and with respect to any property other than Shares, the fair market value of such property determined by such methods or procedures as shall be established from time to time by the Committee. (n) Achievement of “Full Career Status” means a Participant’s voluntary Termination of Service (i) at the age of 55 or older with ten or more years of continuous service or (ii) at the age of 62 or older. The chief human resources officer of the Company (or such individual holding a comparable role in the event of a restructuring of positions or re-designation of titles) shall have the binding authority to determine how many years of continuous service a Participant has at any given time. (o) “Good Reason” means, with respect to any Participant, the occurrence of any of the following acts by the Company, or failure by the Company to act, following or in connection with the occurrence of a Change in Control, unless explicitly excluded in such Participant’s applicable Award Document and any additional grounds, as may be set forth in such Award Document: (i) a material reduction of such Participant’s base salary or target incentive compensation; (ii) an involuntary relocation of the geographic location of such Participant’s principal place of employment (or for consultants or advisors, service) by more than 50 miles; or (iii) only for Participants who are executive officers of the Company covered by Section 16 of the Exchange Act, a material diminution of the Participant’s authority, duties, or responsibilities. In each case, if such Participant desires to terminate his or her employment or service with the Company or Subsidiary, as applicable, for Good Reason, he or she must first give written notice within 90 days of the initial existence of the facts and circumstances providing the basis for Good Reason to the Company or Subsidiary, as applicable, and allow the Company or Subsidiary, as applicable, 60 days from the date of such notice to rectify the situation giving rise to Good Reason, and in the absence of any such rectification, such Participant must terminate his or her employment or service for such Good Reason within 120 days after delivery of such written notice. (p) “Holding Company” means an entity that becomes a holding company for the Company or its businesses as part of any reorganization, merger, consolidation or other transaction, provided that the outstanding shares of common stock of such entity and the combined voting power of the then outstanding Voting Securities of such entity are, immediately after such reorganization, merger, consolidation or other transaction, beneficially owned, directly or indirectly, by all or substantially all of the individuals and entities who were the beneficial owners, respectively, of the Voting Securities of the Company outstanding immediately prior to such reorganization, merger, consolidation or other transaction in substantially the same proportions as their ownership, immediately prior to such reorganization, merger, consolidation or other transaction, of such outstanding Voting Securities of the Company. (q) “Incentive Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that meets the requirements of Section 422 of the Code. (r) “Incumbent Board” has the meaning assigned to it in Section 2(f). (s) “Non-Qualified Stock Option” means an option representing the right to purchase Shares from the Company, granted pursuant to Section 6, that is not an Incentive Stock Option. (t) “Option” means an Incentive Stock Option or a Non-Qualified Stock Option granted pursuant to Section 6. (u) “Other Stock-Based Award” means an Award granted pursuant to Section 10. (v) “Participant” means the recipient of an Award granted under the Plan. B-3   Net automotive cash provided by operating activities – continuing operations APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN (w) “Performance Award” means an Award granted pursuant to Section 9. (x) “Performance Period” means a period of one year (or such longer or shorter period established by the Committee from time to time) during which any performance goals specified by the Committee with respect to a Performance Award are measured. (y) “Person” means any individual or entity, including any two or more Persons deemed to be one “person” as used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act. (z) “Restricted Stock” means any Share granted pursuant to Section 8. (aa) “Restricted Stock Unit” or “RSU” means a contractual right granted pursuant to Section 8 that is denominated in Shares. Each RSU represents a right to receive the value of one Share (or a percentage of such value) in cash, Shares or a combination thereof. (bb) “Shares” means shares of the Company’s common stock, $0.01 par value. (cc) “Stock Appreciation Right” or “SAR” means a right granted pursuant to Section 7, denominated in Shares, that entitles the Participant within the exercise period to receive a payment (or a number of Shares with a value) equal to the increase in value between the exercise price and the Fair Market Value of the underlying Shares at the date of exercise. (dd) “Subsidiary” means an entity of which the Company directly or indirectly holds all or a majority of the value of the outstanding equity interests of such entity or a majority of the voting power with respect to the Voting Securities of such entity. Whether employment by or service with a Subsidiary is included within the scope of this Plan shall be determined by the Committee. (ee) “Termination of Service” means, subject to Section 19, the cessation of a Participant’s employment or service relationship with the Company or a Subsidiary such that the Participant is determined by the Company to no longer be an employee, consultant or non-employee director of the Company or such Subsidiary, as applicable;provided, however, that, unless the Company determines otherwise, such cessation of the Participant’s employment or service relationship with the Company or a Subsidiary, where the Participant’s employment or services for the Company continues at another Subsidiary, or as a member of the Board, shall not be deemed a cessation of employment or service that would constitute a Termination of Service;provided, further, that a Termination of Service shall be deemed to occur for a Participant employed by or providing services to a Subsidiary when the Subsidiary ceases to be a Subsidiary unless such Participant’s employment or service continues with the Company or another Subsidiary. The chief human resources officer of the Company (or such individual holding comparable roles in the event of a restructuring of positions or re-designation of titles) shall have the binding authority to determine whether a Participant has had a cessation of his or her employment or service relationship with the Company or a Subsidiary. (ff) “Voting Securities” means securities of a Person entitling the holder thereof to vote in the election of the members of the board of directors of such Person or such governing body of such Person performing a similar principal governing function with respect to such Person. Section 3. Eligibility. The following individuals may be designated by the Committee as a Participant from time to time: (a) a person who serves or is employed as an officer or other employee of the Company or any Subsidiary; (b) a consultant or advisor who provides services to the Company or a Subsidiary; and (c) a non-employee director of the Company. To participate in the Plan, consultants and advisors must meet the definition of employee under Form S-8.   13.9 B-4 Less: capital expenditures – continuing operations APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN Section 4.Administration. (a) The Plan shall be administered by the Committee. All decisions of the Committee shall be final, conclusive and binding upon all parties, including the Company, its stockholders and Participants and any Beneficiaries thereof. To the extent permitted by applicable law, the Committee may delegate to one or more members of the Committee or officers of the Company authority to administer the Plan, such as the authority to grant Awards or take any other actions permitted under the Plan, within any limits established by the Committee. Subject to the immediately preceding sentence, the Committee may directly or through its delegate issue rules and regulations for administration of the Plan. (b) To the extent necessary or desirable to comply with applicable regulatory regimes, any action by the Committee shall require the approval of Committee members who are (i) independent, within the meaning of and to the extent required by applicable rulings and interpretations of the applicable stock market or exchange on which the Shares are quoted or traded; and (ii) non-employee directors within the meaning of Rule 16b-3 under the Exchange Act. (c) Subject to applicable law, the terms of the Plan, including but not limited to Section 4(a), and such orders or resolutions not inconsistent with the terms of the Plan as may from time to time be adopted by the Board, the Committee or its delegate shall have full power, discretion and authority to: (i) subject to Section 3, designate eligible individuals who will be Participants; (ii) determine the type or types of Awards to be granted to each Participant under the Plan; (iii) determine the number of Shares to be covered by (or with respect to which payments, rights or other matters are to be calculated in connection with) Awards; (iv) determine the terms and conditions of any Award; (v) determine whether, to what extent and under what circumstances Awards may be settled or exercised in cash, Shares, other Awards, other property, net settlement, or any combination thereof, or cancelled, forfeited or suspended, and the method or methods by which Awards may be settled, exercised, cancelled, forfeited or suspended; (vi) determine whether, to what extent and under what circumstances cash, Shares, other Awards, other property and other amounts payable with respect to an Award under the Plan shall be deferred either automatically or at the election of the holder thereof or of the Committee; (vii) determine under what circumstances the vesting of an Award shall occur; (viii) interpret and administer the Plan and any instrument or agreement relating to, or Award made under, the Plan; (ix) prescribe the form of each Award Document, which need not be identical for each Participant; (x) establish, amend, suspend or waive such rules and regulations and appoint such agents, trustees, brokers, depositories and advisors and determine such terms of their engagement as it shall deem appropriate for the proper administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; (xi) make any other determination and take any other action that the Committee in its sole discretion deems necessary or desirable for the administration of the Plan and due compliance with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations; and (xii) to construe, interpret and apply the provisions of this Plan. (d) In addition to the conditions imposed by Section 11, the Committee or its delegate may impose restrictions on any Award at the time of grant in the applicable Award Document or by other action with respect to non-competition, confidentiality and other restrictive covenants as it deems necessary or appropriate. (e) Notwithstanding any other provision in the Plan to the contrary, in any instance where a determination is to be made under the Plan at the discretion of the Company’s Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or re-designation of titles), the Company’s Chief Executive Officer shall make such determination in respect of the Company’s chief human resources officer, and the Committee shall make such determination in respect of the Company’s Chief Executive Officer (or, in each case, such individuals holding the comparable roles in the event of a restructuring of positions or re-designation of titles).   (8.4 )  Adjustments1     B-5   U.K. pension plan contribution APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN Section 5.Shares Available for Awards. (a) Subject to adjustment as provided in Section 5(c), the maximum number of Shares available for issuance under the Plan shall not exceed 50,000,000 Shares, with each Share subject to (or deliverable with respect to) an Option, SAR, RSU or any other Award reducing the number of Shares available for issuance under the Plan by one Share. The maximum number of Shares available for issuance under Incentive Stock Options shall be 50,000,000. (b) Any Shares subject to an Award that expires, is cancelled, forfeited or otherwise terminates without the delivery of such Shares, including any Shares subject to an Award to the extent that Award is settled without the issuance of Shares, shall again be, or shall become, available for issuance under the Plan;provided, however, that (i) any Shares surrendered or withheld in payment of any grant, purchase, exercise price of an Award or taxes related to an Award, (ii) any Shares covered by a SAR that is exercised and settled in Shares and (iii) any Shares repurchased in the open market using stock option proceeds, shall not again be available for issuance under the Plan. (c) In the event that the Committee determines that, as a result of any dividend or other distribution (whether in the form of cash, Shares or other securities), recapitalization, stock split, reverse stock split, reorganization, merger, consolidation, split-up, spin-off, combination, repurchase or exchange of Shares or other securities of the Company, issuance of warrants or other rights to purchase Shares or other securities of the Company, issuance of Shares pursuant to the anti-dilution provisions of securities of the Company, or other similar corporate transaction or event affecting the Shares, or of changes in applicable laws, regulations or accounting principles, an adjustment is appropriate in order to prevent dilution or enlargement of the benefits or potential benefits intended to be made available under the Plan, then the Committee shall adjust equitably any or all of: (i) the number and type of Shares (or other securities) which thereafter may be made the subject of Awards, including the aggregate and individual limits specified in Section 5(a); (ii) the number and type of Shares (or other securities) subject to outstanding Awards; and (iii) the grant, purchase or exercise price with respect to any Award or, if deemed appropriate, make provision for a cash payment to the holder of an outstanding Award;provided, however, that the number of Shares subject to any Award denominated in Shares shall always be a whole number. (d) Any Shares delivered pursuant to an Award may consist, in whole or in part, of authorized and newly issued Shares or Shares acquired by the Company. (e) The maximum number of Shares subject to Awards granted during a single fiscal year to any non-employee Director, taken together with any cash fees paid during the fiscal year to the non-employee Director, in respect of the Director’s service as a member of the Board during such year (including service as a member or chair of any committees of the Board), shall not exceed $750,000 in total value (calculating the value of any such Awards based on the grant date fair value of such Awards for financial reporting purposes). The independent members of the Board may make exceptions to this limit for a non-executive chair of the Board or a non-executive lead Director, provided that the non-employee Director receiving such additional compensation may not participate in the decision to award such compensation. Section 6.Options. The Committee is authorized to grant Options to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. (a) The exercise price per Share under an Option shall be determined by the Committee;provided,however, that such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such Option. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another Option in a manner consistent with the provisions of Sections 409A and 424(a) of the Code.   0.2 B-6 GM Financial APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN (b) The term of each Option shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such Option in the form of an Incentive Stock Option and 10 years plus two days from the date of grant of such Option in the form of a Non-Qualified Stock Option. (c) The Committee shall determine the time or times at which an Option may be exercised in whole or in part. (d) The Committee shall determine the method or methods by which, and the form or forms, including cash, Shares, other Awards, other property, net settlement, broker assisted cashless exercise or any combination thereof, having a Fair Market Value on the exercise date equal to the relevant exercise price, in which payment of the exercise price with respect thereto may be made or deemed to have been made. (e) Any Option intended to be treated as an Incentive Stock Option shall be designated as such under the terms of the applicable Award Document. The terms of any such Incentive Stock Option shall comply in all respects with the provisions of Section 422 of the Code. (f) Subject to Section 12 and Section 13, in general, no portion of an Award of Options is intended to vest prior to the first anniversary of the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee. Unless otherwise determined by the Committee, no dividends or dividend equivalents will be earned or paid on the Shares underlying any Options granted and outstanding under the Plan. Section 7. Stock Appreciation Rights. The Committee is authorized to grant SARs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. (a) SARs may be granted under the Plan to Participants either alone (“freestanding”) or in addition to other Awards granted under the Plan (“tandem”) and may, but need not, relate to a specific Option granted under Section 6. (b) The exercise price per Share under a SAR shall be determined by the Committee;provided,however, that such exercise price shall not be less than the Fair Market Value of a Share on the date of grant of such SAR. Notwithstanding the foregoing, a SAR may be granted with an exercise price lower than that set forth in the preceding sentence if such SAR is granted pursuant to an assumption or substitution for another SAR in a manner consistent with the provisions of Sections 409A and 424(a) of the Code. (c) The term of each SAR shall be fixed by the Committee but shall not exceed 10 years from the date of grant of such SAR. (d) The Committee shall determine the time or times at which a SAR may be exercised or settled in whole or in part. (e) Subject to Section 12 and Section 13, in general, no portion of an Award of SARs is intended to vest prior to the first anniversary of the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee. Unless otherwise determined by the Committee, no dividends or dividend equivalents will be earned or paid on the Shares underlying any SARs granted and outstanding under the Plan. Section 8.Restricted Stock and RSUs. The Committee is authorized to grant Awards of Restricted Stock and RSUs to Participants with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine. (a) Shares of Restricted Stock and RSUs shall be subject to such restrictions as the Committee may impose (including any limitation on the right to receive any dividend, dividend equivalent or other right), which   B-7   (0.6 )  Total adjustments APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN restrictions may lapse separately or in combination at such time or times, in such installments or otherwise, as the Committee may deem appropriate;provided that, subject to Section 12 and Section 13, in general, each Award of Restricted Stock and RSUs (other than Performance Awards) is intended to vest in whole or in part (including in installments) over a period of not less than three years from the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee. (b) With respect to Shares of Restricted Stock, a Participant generally shall have the rights and privileges of a stockholder with respect thereto, including the right to vote such Shares of Restricted Stock and the right to receive dividends or dividend equivalents. Without limiting the generality of the foregoing, if the Award relates to Shares on which dividends are declared during the period that the Award is outstanding, such dividends or dividend equivalents shall be paid in cash on the vesting date of the Restricted Stock Award, subject to satisfaction of the vesting and other conditions of the underlying Award of Restricted Stock, unless otherwise determined by the Committee. Any share of Restricted Stock may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividends or dividend equivalent rights shall be provided with respect to any Shares of Restricted Stock that do not vest pursuant to their terms. (c) With respect to an RSU Award, each RSU covered by such Award shall represent a right to receive the value of one Share in cash, Shares or a combination thereof. An RSU shall not convey to the Participant the rights and privileges of a stockholder with respect to the Share subject to the RSU, such as the right to vote or the right to receive dividends, unless and until a Share is issued to the Participant to settle the RSU. Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, RSU Awards shall convey the right to receive dividend equivalents on the Shares underlying the RSU Award with respect to any dividends declared during the period that the RSU Award is outstanding. Such dividend equivalent rights shall accumulate and shall be paid in cash on the settlement date of the underlying RSU Award, subject to the satisfaction of the vesting and other conditions of the underlying RSU Award, unless otherwise determined by the Committee. Shares delivered upon the vesting and settlement of an RSU Award may be evidenced in such manner as the Committee may deem appropriate, including book-entry registration. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to RSUs that do not vest or settle pursuant to their terms. Section 9. Performance Awards. The Committee is authorized to grant Performance Awards with the following terms and conditions and with such additional terms and conditions, in either case not inconsistent with the provisions of the Plan, as the Committee shall determine: (a) Performance Awards may be denominated as a cash amount, number of Shares or units or a combination thereof and are Awards which may be earned upon achievement or satisfaction of performance conditions specified by the Committee. In addition, the Committee may specify that any other Award shall constitute a Performance Award by conditioning the grant or the right to exercise the Award or have it settled, and the timing thereof, upon achievement or satisfaction of such performance conditions as may be specified by the Committee. The Committee may use such business criteria and other measures of performance as it may deem appropriate in establishing any performance conditions. Subject to the terms of the Plan, the performance goals to be achieved during any Performance Period, the length of any Performance Period, the amount of any Performance Award granted and the amount of any payment or transfer to be made pursuant to any Performance Award shall be determined by the Committee;provided that, subject to Section 12 and Section 13, in general, each Performance Award is intended to vest in whole or in part (including in installments) over a period of not less than three years from the vesting commencement date set forth in the Award Document; however, the Committee may provide for shorter vesting if appropriate under the circumstances as determined by the Committee.   (0.4 )  B-8 Adjusted automotive free cash flow – continuing operations APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN (b) A Performance Award may be subject to a pre-established formula, such that payment, retention or vesting of the Award is subject to the achievement during a Performance Period or Performance Periods, as determined by the Committee, of a level or levels of, or increases in, in each case as determined by the Committee, one or more performance measures expressed on an absolute or adjusted basis with respect to the Company, including without limitation: asset turnover, cash flow, contribution margin, cost objectives, cost reduction, earnings before interest and taxes (EBIT), earnings before interest, taxes, depreciation and amortization (EBITDA), earnings per share, economic value added, free cash flow, increase in customer base, inventory turnover, liquidity, market share, net income, net income margin, operating cash flow, operating profit, operating profit margin, pre-tax income, productivity, profit margin, quality (internal or external measures), return on assets, return on net assets, return on capital, return on invested capital, return on equity, revenue, revenue growth, stockholder value, stock price, total shareholder return, warranty experience, and/or any other objective or subjective measures determined by the Committee in its sole discretion. (c) Each performance criterion may be measured on an absolute (e.g., plan or budget) or relative basis. Relative performance may be measured against a group of peer companies, a financial market index or other acceptable objective and quantifiable indices which the Committee selects. With respect to the applicable Performance Period, if the Committee determines that a change in the business, operations, corporate structure or capital structure of the Company, or the manner in which it conducts its business, or other events or circumstances render the applicable performance measures unsuitable, the Committee may in its discretion modify such performance objectives or the related minimum acceptable level of achievement, in whole or part, as the Committee deems appropriate and equitable. Performance measures may vary from Performance Award to Performance Award, respectively, and from Participant to Participant, and may be established on a stand-alone basis, in tandem or in the alternative. (d) Settlement of Performance Awards shall be in cash, Shares, other Awards, or any combination thereof, in the sole discretion of the Committee. The Committee may increase or reduce the amount of a settlement otherwise to be made in connection with a Performance Award. (e) A Performance Award shall not convey to the Participant the rights and privileges of a stockholder with respect to the Shares subject to the Performance Award, such as the right to vote (except as relates to Restricted Stock) or the right to receive dividends, unless and until Shares are earned pursuant to the Performance Award and are issued to the Participant. Notwithstanding the foregoing, unless otherwise determined by the Committee in its sole discretion, each Performance Award shall convey the right to receive dividend equivalents with respect to any dividends declared during the period that the Performance Award is outstanding, but solely with respect to those Shares underlying the Performance Awards that are earned. Such dividend equivalents rights shall accumulate and shall be paid in cash on the settlement date of the underlying Performance Award, subject to the satisfaction of the performance, vesting and other conditions of the underlying Performance Award, unless otherwise determined by the Committee. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to a Performance Award that are not earned or do not vest pursuant to the terms of the Performance Award. Section 10.Other Stock-Based Awards. The Committee is authorized, subject to limitations under applicable law, to grant to Participants such other Awards that may be denominated or payable in, valued in whole or in part by reference to, or otherwise based on, or related to, Shares or factors that may influence the value of Shares, including convertible or exchangeable debt securities, other rights convertible or exchangeable into Shares, purchase rights for Shares, Awards with value and payment contingent upon performance of the Company or business units thereof or any other factors designated by the Committee. For the avoidance of doubt, unless otherwise determined by the Committee, no dividend equivalent rights shall be provided with respect to any Shares subject to an Award that are not earned or do not vest pursuant to the terms of the Award.   B-9   5.2 Net automotive cash used in operating activities – discontinued operations APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN Section 11. Conditions Precedent to Awards. As a condition precedent to the vesting, exercise, payment or settlement of any portion of any Award at any time prior to a Change in Control, each Participant shall: (a) refrain from engaging in any activity which will cause damage to the Company or is in any manner inimical or in any way contrary to the best interests of the Company, as determined in the sole discretion of the Company’s Chief Executive Officer or chief human resources officer (or such individuals holding a comparable role in the event of a restructuring of positions or re-designation of titles), (b) not for a period of 12 months following any voluntary termination of employment or service, directly or indirectly, knowingly induce any employee of the Company or any Subsidiary to leave his or her employment for participation, directly or indirectly, with any existing or future employer or business venture associated with such Participant, and (c) furnish to the Company such information with respect to the satisfaction of the foregoing conditions precedent as the Committee may reasonably request. In addition, the Committee may require a Participant to enter into such agreements as the Committee considers appropriate. The failure by any Participant to satisfy any of the foregoing conditions precedent shall result in the immediate cancellation of the unvested portion of any Award and any portion of any vested Award that has not yet been exercised, paid or settled and such Participant will not be entitled to receive any consideration with respect to such cancellation. Section 12. Effect of Termination of Service on Awards. Subject to Sections 11 and 13, and unless otherwise provided by the Committee in any Award Document, or as the Committee may determine in any individual case, the following shall apply with respect to a Participant’s outstanding Awards upon such Participant’s Termination of Service. (a)Death. In the event of a Participant’s Termination of Service due to death: (i) Each Option and SAR held by the Participant shall immediately vest (to the extent not vested) and become exercisable and shall remain exercisable until the third anniversary of the date of death or, if earlier, the expiration date of such Option or SAR. (ii) Each Restricted Stock and RSU Award held by the Participant shall immediately vest. Any RSU that vests pursuant to the preceding sentence shall be settled within 90 days following the Participant’s death. (iii) Each outstanding Performance Award held by the Participant (A) shall have any service-based vesting requirements waived, (B) shall be earned based upon the achievement of the performance conditions applicable to such Award, and (C) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document. (b)Disability. In the event of a Participant’s Termination of Service due to Disability: (i) Each Option and SAR held by the Participant shall continue to vest and become exercisable in accordance with its existing vesting schedule and shall remain exercisable until the expiration date of such Option or SAR. (ii) Each Restricted Stock and RSU Award held by the Participant shall continue to vest in accordance with its existing vesting schedule. Each RSU that vests pursuant to the preceding sentence shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document. (iii) Each outstanding Performance Award held by the Participant (A) shall have any service-based vesting requirements waived, (B) shall be earned based upon the achievement of the performance conditions applicable to such Award and (C) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document. (c)Full Career Status Termination. In the event of a Participant’s Termination of Service after achieving Full Career Status: (i) With respect to each outstanding Option and SAR held by the Participant:   — B-10 Less: capital expenditures – discontinued operations APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN (A) If such Termination of Service occurs on or prior to the one-year anniversary of the grant date of the Award (or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall be prorated (as set forth in the Award Document) and the pro-rata portion of the Award that is retained shall continue to vest in accordance with its existing vesting schedule, with the remaining portion of the Award being forfeited. Options and SARs that vest pursuant to this Section 12(c)(i)(A) shall become exercisable and remain exercisable until the expiration date of such Option or SAR as provided under the terms of the applicable Award Document. (B) If such Termination of Service occurs after the one-year anniversary of the grant date of such Award (or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall continue to vest in accordance with its existing vesting schedule. Options and SARs that vest pursuant to this Section 12(c)(i)(B) shall become exercisable and remain exercisable until the expiration date of such Option or SAR as provided under the terms of the applicable Award Document. (ii) With respect to each outstanding Restricted Stock or RSU Award held by the Participant: (A) If such Termination of Service occurs on or prior to the one-year anniversary of the grant date of the Award (or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall be prorated (as set forth in the Award Document) and the pro-rata portion of the Award that is retained shall continue to vest in accordance with its existing vesting schedule, with the remaining portion of the Award being forfeited. RSUs that vest pursuant to this Section 12(c)(ii)(A) shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document. (B) If such Termination of Service occurs after the one-year anniversary of the grant date of such Award (or if earlier, the one-year anniversary of the vesting commencement date as set forth in the Award Document), such Award shall continue to vest in accordance with its existing vesting schedule. RSUs that vest pursuant to this Section 12(c)(ii)(B) shall be settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document. (iii) With respect to each outstanding Performance Award held by the Participant: (A) If such Termination of Service occurs within the first year of the Performance Period, (x) the Performance Award shall be prorated (as set forth in the Award Document) and the pro-rata portion of the Performance Award that is retained shall have any service-based vesting requirements waived, (y) the pro-rata portion of the Performance Award that is retained shall be earned based upon the achievement of the performance conditions applicable to such Award, and (z) the Performance Award shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document. (B) If such Termination of Service occurs after the first year of the Performance Period, the Performance Award (x) shall have any service-based vesting requirements waived, (y) shall be earned based upon the achievement of the performance conditions applicable to such Award, and (z) shall be paid or settled on the scheduled settlement date or dates as provided under the terms of the applicable Award Document. (d)Other Terminations. In the event of a Participant’s Termination of Service for any reason not specified in this Section 12, the Participant shall not be entitled to retain any portion of an Award;provided that any Option or SAR that is vested on the date of the Termination of Service shall remain outstanding and exercisable until the earlier of (i) the applicable expiration date of such Option or SAR or (ii) 90 days after the Termination of Service.   B-11   (0.7 )  Adjusted automotive free cash flow APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN (e)Termination Pursuant to Approved Separation Agreement or Program. Notwithstanding the above provisions, in the event of a Participant’s Termination of Service pursuant to an approved separation agreement or program, such Participant will not be entitled to retain any portion of an Award;provided that any Option or SAR that is vested on the date of the Termination of Service shall remain outstanding and exercisable until the earlier of (i) the applicable expiration date of such Option or SAR or (ii) 90 days after the Termination of Service. (f)Alternative Treatment. Notwithstanding the foregoing, the Committee may provide for any alternative treatment of outstanding Awards, and the circumstances in which, and the extent to which, any such Awards may be exercised, settled, vested, paid or forfeited in the event of a Participant’s Termination of Service prior to the end of a Performance Period or the exercise, vesting or settlement of such Award, either in an Award Document or, subject to Section 15, by Committee action after the grant of an Award. Unless otherwise provided in an Award Document or otherwise determined by the Committee, a qualifying leave of absence shall not constitute a Termination of Service. A Participant’s absence or leave shall be deemed to be a qualifying leave of absence if so provided under the Company’s employee policies or if approved by the Company’s chief human resources officer (or such individual holding a comparable role in the event of a restructuring of positions or redesignation of titles). Section 13.Effect of a Change in Control on Awards. (a) In the event of a Change in Control, unless otherwise provided in an Award Document, outstanding Options and SARs shall be treated as described in subsection (i) below, outstanding Restricted Stock and RSUs shall be treated as described in subsection (ii) below and outstanding Performance Awards shall be treated as described in subsection (iii) below. (i) (A) If in connection with the Change in Control, any outstanding Option or SAR is continued in effect or converted into an option to purchase or right with respect to stock of the successor or surviving corporation (or a parent or subsidiary thereof) which conversion shall comply with Sections 424 (to the extent applicable) and 409A of the Code, then upon the occurrence of a Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, such Option(s) or SAR(s) held by such Participant shall vest and become exercisable and shall remain exercisable until the earlier of the expiration of its full specified term or the first anniversary of such Termination of Service.       (B) If outstanding Options or SARs are not continued or converted as described in subsection (i)(A) above, such Options or SARs shall vest and become fully exercisable effective immediately prior to the Change in Control (in a manner facilitating full exercise, including cashless exercise by Participants subject to the Change in Control) and any Options or SARs not exercised prior to the Change in Control shall be cancelled without consideration effective as of the Change in Control. (ii) (A) If in connection with the Change in Control, any outstanding Restricted Stock or RSU is continued in effect or converted into a restricted stock or unit representing an interest in stock of the successor or surviving corporation (or a parent or subsidiary thereof) on a basis substantially equivalent to the consideration received by stockholders of the Company in connection with the Change in Control, then upon the occurrence of a Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, such restricted stock or unit(s) held by such Participant shall vest and, in the case of units, be immediately due and payable.       (B) If outstanding Restricted Stock or RSUs are not continued or converted as described in subsection (ii)(A) above, such Restricted Stock or RSUs shall vest and, in the case of RSUs, be due and payable effective immediately prior to the Change in Control.   4.5 1 Additional information on adjustments available in our Annual Report on Form10-K for the year ended December 31, 2017. B-12 A-2 APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLANADDITIONAL INFORMATION                          REGARDING CHANGE OF INDEPENDENT                          REGISTERED PUBLIC ACCOUNTING FIRMS As reported on the Company’s Current Report on Form8-K, dated September 25, 2017, and amended on February 12, 2018, the Audit Committee approved the engagement of Ernst & Young LLP (“EY”) as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2018. Deloitte & Touche LLP (“Deloitte”) continued as the Company’s independent registered public accounting firm for the year ending December 31, 2017. On February 6, 2018, when the Company filed its Annual Report on Form10-K for the fiscal year ended December 31, 2017, with the U.S. Securities and Exchange Commission, Deloitte completed its audit of the Company’s consolidated financial statements for such fiscal year, and the Company’s retention of Deloitte as our independent registered public accounting firm with respect to the audit of Company’s consolidated U.S. GAAP financial statements ended as of that date.   u Deloitte’s reports on our consolidated financial statements as of and for the fiscal years ended December 31, 2016 and 2017, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.   u (iii) With respect to each outstanding Performance Award, (A) the Performance Period shall end as of the date immediately prior to such Change in Control and the Committee shall determine the extent to which the performance criteria applicable to such Performance Award have been satisfied at such time, (B) the portion of such Performance Award that is deemed to have been earned pursuant to clause (A) above shall be converted into a time-vesting Award of equivalent value to which any service vesting requirements applicable to the predecessor Performance Award shall continue to apply and (C) the converted time-vesting Award shall be paid or settled on the settlement date or dates as provided under the terms of the predecessor Performance Award that would have applied had a Change in Control not occurred;provided that upon the occurrence of a Termination of Service of a Participant by the Company without Cause or a Termination of Service by such Participant for Good Reason within 24 months following the Change in Control, any service vesting requirements applicable to any such converted Award shall be deemed to have been met and such converted Award shall be immediately paid or settled upon such Termination of Service. For purposes of subsections (i) and (ii) above, no Option, SAR, Restricted Stock or RSU (including Performance Awards denominated in any of the foregoing forms) shall be treated as “continued or converted” on a basis consistent with the requirements of subsection (i)(A) or (ii)(A), as applicable, unless the stock underlying such award after such continuation or conversion consists of securities of a class that is widely held and publicly traded on a U.S. national securities exchange. (b) In addition, in the event of a Change in Control and to the extent not less favorable to a Participant than the provisions of Section 13(a) above or the applicable Award Document, the Committee, and on such terms and conditions as it deems appropriate, either by the terms of the Award or by action taken prior to the occurrence of such Change in Control, may take any one or more of the following actions whenever the Committee determines that such action is appropriate or desirable in order to prevent the dilution or enlargement of the benefits intended to be made available under the Plan or to facilitate the Change in Control transaction: (i) to terminate or cancel any outstanding Award in exchange for a cash payment (and, for the avoidance of doubt, if as of the date of the Change in Control, the Committee determines that no amount would have been realized upon the exercise of the Award or other realization of the Participant’s rights, then the Award may be cancelled by the Company without payment of consideration); (ii) to provide for the assumption, substitution, replacement or continuation of any Award by the successor or surviving corporation (or a parent or subsidiary thereof) with cash, securities, rights or other property to be paid or issued, as the case may be, by the successor or surviving corporation (or a parent or subsidiary thereof), and to provide for appropriate adjustments with respect to the number and type of securities (or other consideration) of the successor or surviving corporation (or a parent or subsidiary thereof), subject to any replacement awards, the terms and conditions of the replacement awards (including, without limitation, any applicable performance targets or criteria with respect thereto) and the grant, exercise or purchase price per share for the replacement awards; (iii) to make any other adjustments in the number and type of securities (or other consideration) subject to outstanding Awards and in the terms and conditions of outstanding Awards (including the grant or exercise price and performance criteria with respect thereto) and Awards that may be granted in the future; and (iv) to provide that any Award shall be accelerated and become exercisable, payable and/or fully vested with respect to all Shares covered thereby, notwithstanding anything to the contrary in the Plan or the applicable Award Document. Section 14.General Provisions Applicable to Awards. (a) Awards shall be granted for no cash consideration or for such minimal cash consideration as may be required by applicable law. B-13   During the fiscal years ended December 31, 2016 and 2017, and the subsequent interim period through February 6, 2018 (the effective date of Deloitte’s dismissal) there were: (i) no disagreements within the meaning of Item 304(a)(1)(iv) of RegulationS-K and the related instructions between the Company and Deloitte on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Deloitte’s satisfaction, would have caused Deloitte to make reference thereto in their reports; and (ii) no “reportable events” within the meaning of Item 304(a)(1)(v) of RegulationS-K. APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN   u During the fiscal years ended December 31, 2016 and 2017 and the subsequent interim period through February 6, 2018 (the effective date of Deloitte’s dismissal), neither the Company nor anyone on its behalf has consulted with EY regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that EY concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of RegulationS-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of RegulationS-K.   u GM has been advised by each of EY and Deloitte that they will each have a representative present at the Annual Meeting and that such representatives will have the opportunity to make a statement if they desire to do so and are expected to be available to respond to appropriate questions. (b) Awards may, in the discretion of the Committee, be granted either alone or in addition to or in tandem with any other Award or any award granted under any other plan of the Company. Awards granted in addition to or in tandem with other Awards, or in addition to or in tandem with awards granted under any other plan of the Company, may be granted either at the same time as or at a different time from the grant of such other Awards or awards. (c) Subject to the terms of the Plan, payments or transfers to be made by the Company upon the grant, exercise or settlement of an Award may be made in the form of cash, Shares, other Awards, other property, net settlement, or any combination thereof, as determined by the Committee in its discretion, and may be made in a single payment or transfer, in installments or on a deferred basis, in each case in accordance with rules and procedures established by the Committee. Such rules and procedures may include provisions for the payment or crediting of reasonable interest on installment or deferred payments or the grant or crediting of dividend equivalents in respect of installment or deferred payments. (d) Except pursuant to Section 14(f) or the laws of descent, no Award and no right under any Award may be voluntarily or involuntarily assigned, alienated, sold or transferred, including as between spouses or pursuant to a domestic relations order in connection with dissolution of marriage, or by operation of law. An Award, and any rights under an Award, shall be exercisable only by the Participant during the Participant’s lifetime unless a court of competent jurisdiction determines that the Participant lacks the capacity to handle his or her own affairs, in which case an Award or any rights under an Award may be exercised by the person to whom such court has expressly granted authority to exercise such Award or the rights under such Award on the Participant’s behalf. After the Participant’s lifetime, an Award and any rights under an Award shall be exercisable only by the designated Beneficiary, by the person who obtains an interest pursuant to laws of descent or by the Participant’s estate. In the event a person who so obtains an interest in an Award is determined by a court of competent jurisdiction to lack the capacity to handle his or her own affairs, an Award or any rights under an Award may be exercised by the person to whom such court has expressly granted authority to exercise such Award or the rights under such Award on the person’s behalf. The Plan shall not recognize any grant of authority to exercise an Award or any rights under an Award except as set forth in this Section 14(d). The provisions of this Section 14(d) shall not apply to any Award that has been fully exercised or settled, as the case may be, and shall not preclude forfeiture of an Award in accordance with the terms thereof or of the Plan. (e) Notwithstanding any other provision of the Plan, the Committee may determine at any time and in its sole discretion to delay any amounts payable with respect to any Award, provided that such Award is payable no later than December 31 of the year following the end of the applicable Performance Period. (f) A Participant may designate a Beneficiary or change a previous Beneficiary designation at such times prescribed by the Committee by using forms and following procedures approved or accepted by the Committee for that purpose. (g) Any Awards granted under the Plan (including any amounts or benefits arising from such Awards) shall be subject to any clawback or recoupment policies the Company has in place from time to time. (h) Subject to the requirements of Section 409A of the Code, if the Company or any Subsidiary has any unpaid claim against a Participant arising out of or in connection with the Participant’s employment or service with the Company or any Subsidiary, prior to settlement of an Award, such claim may be offset against Awards under this Plan (up to $5,000 per year) and at the time of vesting or settlement of any Award, such claim may be offset in total. Such claims may include, but are not limited to, unpaid taxes or corporate business credit card charges. Section 15.Amendments and Termination. (a) Except to the extent prohibited by applicable law and unless otherwise expressly provided in an Award Document or in the Plan, the Board may amend, alter, suspend, discontinue or terminate the Plan or any portion B-14 APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN   thereof at any time;provided, however, that no such amendment, alteration, suspension, discontinuation or termination shall be made without (i) stockholder approval if such approval is required by applicable law or the rules of the stock market or exchange, if any, on which the Shares are principally quoted or traded, or (ii) the consent of the affected Participant, if such action would materially adversely affect the rights of such Participant under any outstanding Award, except (A) to the extent any such amendment, alteration, suspension, discontinuance or termination is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, (B) to impose any clawback or recoupment provisions with respect to any Awards (including any amounts or benefits arising from such Awards) adopted by the Company from time to time, or (C) as the Board determines in good faith to be in the best interests of the Participants affected thereby. Notwithstanding anything to the contrary in the Plan, the Committee may amend the Plan, or create sub-plans, in such manner as may be necessary to enable the Plan to achieve its stated purposes in any jurisdiction in a tax-efficient manner and in compliance with local rules and regulations to the extent that such action would not require shareholder approval. The Committee may correct any defect, supply any omission or reconcile any inconsistency in the Plan or any Award in the manner and to the extent it shall deem desirable to carry the Plan into effect. (b) The Committee may waive any conditions or rights under, amend any terms of, or amend, alter, suspend, discontinue or terminate any provision of the Plan or any Award theretofore granted, prospectively or retroactively, without the consent of any relevant Participant or holder or Beneficiary of an Award;provided, however, that no such action shall materially adversely affect the rights of any affected Participant or holder or Beneficiary under any Award theretofore granted under the Plan, except (i) to the extent any such action is made to cause the Plan to comply with applicable law, stock market or exchange rules and regulations or accounting or tax rules and regulations, (ii) to impose any clawback or recoupment provisions with respect to any Awards (including any amounts or benefits arising from such Awards) adopted by the Company from time to time, or (iii) as the Committee determines in good faith to be in the best interests of the Participants affected thereby. (c) The Committee may specify in an Award Document that the Participant’s rights, payments and benefits with respect to an Award shall be subject to reduction, cancellation, forfeiture or recoupment upon the occurrence of certain specified events, in addition to the conditions set forth in Section 11 and any otherwise applicable vesting or performance conditions of an Award. Such events may include (without limitation) a Termination of Service with or without Cause (and, in the case of any Cause that is resulting from an indictment or other non-final determination, the Committee may provide for such Award to be held in escrow or abeyance until a final resolution of the matters related to such event occurs, at which time the Award shall either be reduced, cancelled or forfeited (as provided in such Award Document) or remain in effect, depending on the outcome), violation of material policies, breach of noncompetition, confidentiality or other restrictive covenants that may apply to the Participant, or other conduct by the Participant that is determined in the sole discretion of the Committee to be detrimental to the business or reputation of the Company and/or its Subsidiaries. (d) Notwithstanding the foregoing, except as provided in Section 5(c) or in connection with a Change in Control, without approval of the Company’s stockholders, (i) no action shall directly or indirectly, through cancellation and regrant, through voluntary surrender and regrant, or any other method, reduce, or have the effect of reducing, the exercise price of any Option or SAR established at the time of grant thereof, and (ii) no Option or SAR may be cancelled in exchange for cash or other securities at any time when the exercise price for such Option or SAR is greater than the Fair Market Value of the Shares underlying such Option or SAR. Section 16.Miscellaneous. (a) No employee, consultant, advisor, Participant or other person shall have any claim to be granted any Award under the Plan, and there is no obligation for uniformity of treatment of employees, consultants, advisors, Participants or holders or Beneficiaries of Awards under the Plan. The terms and conditions of Awards need not   B-1 B-15 APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN be the same with respect to each recipient. Any Award granted under the Plan shall be a one-time Award that does not constitute a promise of future grants. The Committee maintains the right to make available future grants under the Plan. (b) The grant of an Award shall not be construed as giving a Participant the right to be retained in the employ of, or to continue to provide services to, the Company or any Subsidiary. Further, the Company or the applicable Subsidiary may at any time dismiss a Participant free from any liability or any claim under the Plan, unless otherwise expressly provided in the Plan or in any Award Document or in any other agreement binding the parties. The receipt of any Award under the Plan is not intended to confer any rights on the receiving Participant except as set forth in the applicable Award Document. (c) Nothing contained in the Plan shall prevent the Committee or the Company from adopting or continuing in effect other or additional compensation arrangements (including Share-based arrangements), and such arrangements may be either generally applicable or applicable only in specific cases. (d) The Company (or any Subsidiary) shall be authorized to withhold from any Award granted or any payment due or transfer made under any Award or under the Plan or from any compensation or other amount owing to a Participant the amount (in cash, Shares, other Awards, other property, net settlement, or any combination thereof) of applicable withholding taxes due in respect of an Award, its exercise or settlement or any payment or transfer under such Award or under the Plan and to take such other action (including providing for elective payment of such amounts in cash or Shares by the Participant) as may be necessary in the opinion of the Company (or the Subsidiary) to satisfy all obligations for the payment of such taxes. (e) If any provision of the Plan or any Award Document is or becomes or is deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any person or Award, or would disqualify the Plan or any Award under any law deemed applicable by the Committee, such provision shall be construed or deemed amended to conform to applicable laws, or if it cannot be so construed or deemed amended without, in the sole determination of the Committee, materially altering the intent of the Plan or the Award Document, such provision shall be stricken as to such jurisdiction, person or Award, and the remainder of the Plan and any such Award Document shall remain in full force and effect. (f) Neither the Plan nor any Award shall create or be construed to create a trust or separate fund of any kind or a fiduciary relationship between the Company and a Participant or any other person. To the extent that any person acquires a right to receive payments from the Company pursuant to an Award, such right shall be no greater than the right of any unsecured general creditor of the Company. (g) No fractional Shares shall be issued or delivered pursuant to the Plan or any Award, and the Committee shall determine whether cash or other securities shall be paid or transferred in lieu of any fractional Shares, or whether such fractional Shares or any rights thereto shall be cancelled, terminated or otherwise eliminated. (h) Awards may be granted to Participants who are non-United States nationals or employed or providing services outside the United States, or both, on such terms and conditions different from those applicable to Awards to Participants who are employed or providing services in the United States as may, in the judgment of the Committee, be necessary or desirable to recognize differences in local law, tax policy or custom. The Committee also may impose conditions on the exercise or vesting of Awards in order to minimize the Company’s obligation with respect to tax equalization for Participants on assignments outside their home country. (i) Neither the establishment of the Plan, nor any Award under the Plan, nor an individual’s participation in the Plan, is intended to form part of a Participant’s remuneration for the purposes of determining payments in lieu of notice of termination of employment, severance payments, leave entitlements, or any other compensation payable to a Participant, and no Award, payment, or other right or benefit, under the Plan will be taken into account in determining any benefits under any pension, retirement, savings, profit-sharing, group insurance, welfare or benefit plan of the Company or any Subsidiary. B-16 APPENDIX B: GENERAL MOTORS COMPANY    2020 LONG TERM INCENTIVE PLAN Section 17. Effective Date of the Plan. The Plan shall be effective as of the Effective Date, subject to stockholder approval. Section 18.Term of the Plan. No Award shall be granted under the Plan after the earliest to occur of (a) the tenth anniversary of the Effective Date, (b) the maximum number of Shares available for issuance under the Plan have been issued, or (c) the Board terminates the Plan in accordance with Section 15(a). However, unless otherwise expressly provided in the Plan or in an applicable Award Document, any Award theretofore granted may extend beyond such date, and the authority of the Committee to amend, alter, adjust, suspend, discontinue or terminate any such Award, or to waive any conditions or rights under any such Award, and the authority of the Board to amend the Plan, shall extend beyond such date. Section 19. Section 409A of the Code. With respect to Awards subject to Section 409A of the Code, the Plan is intended to comply with the requirements of Section 409A of the Code, and the provisions of the Plan and any Award Document shall be interpreted in a manner that satisfies the requirements of Section 409A of the Code, and the Plan shall be operated accordingly. If any provision of the Plan or any term or condition of any Award would otherwise frustrate or conflict with this intent, the provision, term or condition will be interpreted and, to the extent necessary, deemed amended so as to avoid this conflict.If an amount payable under an Award as a result of the Participant’s Termination of Service (other than due to death) occurring while the Participant is a “specified employee” under Section 409A of the Code constitutes a deferral of compensation subject to Section 409A of the Code, then payment of such amount shall not occur until six months and one day after the date of the Participant’s Termination of Service, except as permitted under Section 409A of the Code. To the extent any amount that is “nonqualified deferred compensation” for purposes of Section 409A of the Code becomes payable upon a Termination of Service, such Termination of Service shall not be deemed to have occurred any earlier than a “separation from service” would occur under Section 409A of the Code, and related regulations and guidance thereunder. Notwithstanding any of the foregoing, the Company makes no representations or warranty and shall have no liability to the Participant or any other person if any provisions or payments, compensation or other benefits under the Plan are determined to constitute nonqualified deferred compensation subject to Section 409A of the Code but do not satisfy the provisions thereof. Section 20. Data Protection. By participating in the Plan, the Participant consents to the holding and processing of personal information provided by the Participant to the Company or any Subsidiary, trustee or third party service provider, for all purposes relating to the operation of the Plan. These include, but are not limited to: (a) administering and maintaining Participant records; (b) providing information to the Company, Subsidiaries, trustees of any employee benefit trust, registrars, brokers or third party administrators of the Plan; (c) providing information to future purchasers or merger partners of the Company or any Subsidiary, or the business in which the Participant works; and (d) transferring information about the Participant to any country or territory that may not provide the same protection for the information as the Participant’s home country. Section 21. Governing Law and Consent to Jurisdiction/Venue. The Plan and the Award Documents shall be exclusively construed and interpreted according to the laws of the State of Delaware, without application of its conflict of law provisions. The Company and each Participant also irrevocably consent to the exclusive personal jurisdiction and venue of the Chancery Court of the State of Delaware and the United States District Court for the District of Delaware for any action, claim or dispute arising out of or relating to the Plan and Award Documents. B-17 G E N E R A L   M O T O R S GENERAL MOTORS GENERAL MOTORS COMPANY GENERAL MOTORS GLOBAL HEADQUARTERS MAIL CODE482-C24-A31 300 RENAISSANCE CENTER DETROIT, MI 48265 SCAN TO VIEW MATERIALS & VOTE VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time on Monday, June 15, 2020. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting—Go to www.virtualshareholdermeeting.com/GM2020 You may attend the meeting via the internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BYTELEPHONE—1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on Monday, June 15, 2020. Have your proxy card in hand when you call and then follow the instructions. If you vote by internet or telephone, do not mail this proxy card. VOTE BY MAIL Mark, sign, and date this proxy card and promptly return it in the enclosed postage-paid envelope or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D13551-P35952 KEEP THIS PORTION FOR YOUR RECORDS THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. DETACH AND RETURN THIS PORTION ONLY GENERAL MOTORS COMPANY If you wish to vote in accordance with the Board of Directors’ recommendations, you need only sign, date, and return this proxy card. The Board of Directors recommends you vote FOR each Board nominee listed in Item 1. 1. Election of Directors Nominees: For Against Abstain 1a. Mary T. Barra 1b. Wesley G. Bush 1c. Linda R. Gooden 1d. Joseph Jimenez 1e. Jane L. Mendillo 1f. Judith A. Miscik 1g. Patricia F. Russo 1h. Thomas M. Schoewe 1i. Theodore M. Solso 1j. Carol M. Stephenson 1k. Devin N. Wenig The Board of Directors recommends you vote FOR Board Item 2. For Against Abstain 2. Advisory Approval of Named Executive Officer Compensation Board The Board Item of 3. Directors recommends you vote 1 YEAR on 1 Year 2 Years 3 Years Abstain 3. Advisory Approval of the Frequency of Future Advisory! Votes on Named Executive Officer Compensation The Board of Directors recommends you vote FOR Board Items For Against Abstain 4. Ratification of the Selection of Ernst & Young LLP as the Company’s Independent Registered Public Accounting Firm for 2020 5. Approval of the General Motors Company 2020 Long-Term Incentive Plan The Board of Directors recommends you vote AGAINST shareholder For Against Abstain Items 6, 7, 8, and 9. 6. Shareholder Proposal Regarding Shareholder Written Consent 7. Shareholder Proposal Regarding Proxy Access Amendment: Shareholder Aggregation Limit 8. Shareholder Proposal Regarding Report on Human Rights Policy Implementation 9.Shareholder Proposal Regarding Report on Lobbying Communications and Activities NOTE: Please sign exactly as your name(s) appear(s) hereon. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, guardian, trustee, custodian, or in any other representative capacity, give full title as such. Corporations should provide the full name of corporation and name and title of the authorized officer signing the proxy card. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners)Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement, Notice of 2020 Annual Meeting of Shareholders and 2019 Annual Report are available at www.proxyvote.com. Meeting Information Meeting Type: Annual Meeting For holders as of: April 17, 2020 Date: June 16, 2020 Time: 8:00 a.m. Eastern Time Location: Meeting live via the internet only—please visit www.virtualshareholdermeeting.com/GM2020. The company will be hosting the meeting live via the internet only this year. To attend the meeting via the internet please visit www.virtualshareholdermeeting.com/GM2020 and be sure to have the information that is printed in the box marked by the arrow ï§XXXX XXXX XXXX XXXX (located on the reverse side of this proxy card). PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE D13552-P35952 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder(s) of General Motors Company authorize(s) Mary T. Barra, Craig B. Glidden, and Rick E. Hansen, and each of them, as proxies with full power of substitution, to vote the common stock of the undersigned in the manner specified on this proxy card and in their discretion upon all other matters (including on the election of any nominees for director that are not identified on this proxy) that may come before the 2020 Annual Meeting of Shareholders of General Motors Company, to be held at 8:00 a.m. Eastern Time on June 16, 2020, or any adjournment or postponement thereof. The undersigned hereby revokes all proxies previously given. On matters for which you do not specify a choice, the shares will be voted in accordance with the recommendation of the Board of Directors; therefore, if no direction is made, this proxy will be voted FOR General Motors Company’s director nominees in Item 1; FOR Item 2; 1 YEAR for Item 3; FOR Items 4 and 5; and AGAINST Items 6, 7, 8, and 9. YOUR VOTE IS VERY IMPORTANT—PLEASE VOTE TODAY Please see the reverse side for internet, mail, and telephone voting instructions. (Continued and to be marked, signed, and dated on the reverse side) GENERAL MOTORS COMPANY GENERAL MOTORS GLOBAL HEADQUARTERS MAIL CODE 482-C24-A68 300 RENAISSANCE CENTER DETROIT, MI 48265 VOTE BY TELEPHONE OR INTERNET OR MAIL 24 Hours a Day, 7 Days a Week VOTE BY INTERNET - www.proxyvote.com or scan the QR code above Use the Internet to transmit your voting instructions up until 11:59 p.m. Eastern Time on Monday, June 11, 2018. Have this proxy card available when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. VOTE BY TELEPHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time on Monday, June 11, 2018. Have this proxy card available when you call and then follow the instructions. VOTE IN PERSON If you are a registered shareholder (that is, you hold these shares in your name), you must present valid identification to vote at the meeting. If you are a beneficial shareholder (that is, these shares are held in the name of a broker, bank or other holder of record), you will also need to obtain a “legal proxy” from the holder of record to vote at the meeting. If you vote by Internet or telephone or in person, do not mail this proxy card. VOTE BY MAIL Mark, sign, and date this proxy card and promptly return it in the enclosed postage-paid envelope or return it to: Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. ELECTRONIC DELIVERY OF FUTURE SHAREHOLDER COMMUNICATIONS To reduce our future postage and printing expenses, and the impact on the environment, you can consent to receiving all future proxy statements, proxy cards, and annual reports electronically via e-mail or the Internet. To enroll for electronic delivery, please follow the instructions above to vote using the Internet and, when prompted, indicate that you agree to receive or access shareholder communications electronically in the future. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E44393-P05180                 KEEP THIS PORTION FOR YOUR RECORDS — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — —         DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.                         GENERAL MOTORS COMPANY If you wish to vote in accordance with the Board of Directors’ recommendations, you need only sign, date, and return this proxy card. The Board of Directors recommends a voteFOR ALL Board nominees listed in Item 1.     1. Election of Directors.     For     Against   Abstain   Nominees: 1a.  Mary T. Barra 1b.  Linda R. Gooden 1c.  Joseph Jimenez 1d.  Jane L. Mendillo ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ The Board of Directors recommends a voteFOR Board Items 2 and 3. 2.   Approval of, on an Advisory Basis, Named Executive Officer Compensation 3.   Ratification of the Selection of Ernst & Young LLP as GM’s Independent Registered Public Accounting Firm for 2018 For ☐ ☐ Against ☐ ☐ Abstain ☐ ☐ 1e.  Michael G. Mullen 1f.   James J. Mulva 1g.  Patricia F. Russo 1h.  Thomas M. Schoewe 1i.   Theodore M. Solso 1j.   Carol M. Stephenson 1k.  Devin N. Wenig ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ ☐ The Board of Directors recommends a voteAGAINST shareholder Items 4 through 6. 4.   Shareholder Proposal Regarding Independent Board Chairman 5.   Shareholder Proposal Regarding Shareholder Right to Act by Written Consent 6.   Shareholder Proposal Regarding Report on Greenhouse Gas Emissions and CAFE Standards For ☐ ☐ ☐ Against ☐ ☐ ☐ Abstain ☐ ☐ ☐ NOTE:Please sign exactly as your name(s) appear(s) hereon. When shares are held jointly, each holder should sign. When signing as attorney, executor, administrator, guardian, trustee, custodian, or in any other representative capacity, give full title as such. Corporations should provide the full name of corporation and name and title of the authorized officer signing the proxy card. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Proxy Statement, Notice of 2018 Annual Meeting of Shareholders and Annual Report are available atwww.proxyvote.com. PLEASE VOTE TODAY! SEE REVERSE SIDE FOR THREE EASY WAYS TO VOTE — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — —  — — — — — — — — — — — — — — — — — — — — — E44394-P05180 G E N E R A L  M O T O R S THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS The undersigned shareholder(s) of General Motors Company authorize(s) Mary T. Barra, Daniel Ammann, and Charles K. Stevens, III, and each of them as proxies with full power of substitution, to vote the common stock of the undersigned in the manner specified on this proxy card and in their discretion upon all other matters that may come before the 2018 Annual Meeting of Shareholders of General Motors Company, to be held at 9:30 a.m. Eastern Time on June 12, 2018 or any adjournment or postponement thereof. The undersigned hereby revokes all proxies previously given. On matters for which you do not specify a choice, the shares will be voted in accordance with the recommendation of the Board of Directors; therefore, if no direction is made, this proxy will be voted FORALL of General Motors Company’s director nominees in Item 1; FOR Items 2 and 3; and AGAINST Items 4 through 6. YOUR VOTE IS VERY IMPORTANT - PLEASE VOTE TODAY Please see the reverse side for Internet, telephone and in person voting instructions. (Continued and to be marked, signed, and dated on the reverse side)