Notice of 2016
2018 Annual Meeting of Shareholders

April 22, 2016

 

				Jill E. Sutton Corporate Secretary and Deputy General Counsel, Corporate, Finance and Strategic TransactionsMeeting Information:

Meeting Information:
Date:		Tuesday, June 7, 2016
Time:		Date:  June 12, 2018 Time:9:30 a.m. Eastern Time
Place:		General Motors            Global Headquarters            300 Renaissance Center            Detroit, Michigan 48265
		300 Renaissance Center
				Your vote is important.
Detroit, Michigan 48265

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We are first furnishing these proxy materials to our shareholders on or about April 22, 2016.

				How You Can Access the Proxy  Materials OnlineOnline:
				Important Notice Regarding the Availability of Proxy Materials for the 2016 GM2018 Annual Meeting of Shareholders, to Be Heldbe held on June 7, 2016. For additional information regarding Notice and Access, see page 72.12, 2018.   Our Proxy Statement and 2017 Annual Report to Shareholderson Form10-K are available atat:www.gm.com/proxymaterialsgm.com/shareholderinformation. You may visit this website or scan the QR code above with your smartphone or other mobile device to view our interactive Proxy Statement orand to view the Annual Report.Report on Form10-K.	www.gm.com/proxymaterials

Table of Contents

Table of Contents

Proxy Statement SummaryPROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

Agenda and Voting Recommendations

Board Nominees

Composition of Board Nominees

WE HAVE THE RIGHT BOARD AT THE RIGHT TIME FOR GM The Board and management are overseeing a period of unprecedented change at GM. Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience, and backgrounds, and effectively represent the long-term interests of shareholders is a top priority of your Board and the Governance Committee. Our membership criteria and director recruitment initiatives align the Board’s capabilities with the execution of the Company’s business strategy. The Board recognizes the need for refreshment to bring new perspectives, keeping in mind our commitment to diversity. In fact, we added four new directors in the past three years as part of our comprehensive refreshment and recruitment process, including Mr. Wenig, President and Chief Executive Officer of eBay. These new directors complemented our directors’ mix of skills by bringing key leadership, technology, consumer-facing and capital markets expertise to the Board. For a detailed discussion of why we have the right Board for GM, see “Item No. 1—Election of Directors” on page 7.

PROXY STATEMENT SUMMARY

The following table provides summary information about each director nominee. For more detailed information about our directors, see “Item No. 1—Election of Directors—Your Board’s Nominees for Director” on page 10.

Name		Age		Director Since		Principal Occupation		Independent		Committee Memberships
Mary T. Barra		56		2014		Chairman & Chief Executive Officer, General Motors Company				Executive – Chair
Theodore M. Solso		71		2012		Independent Lead Director, General Motors Company, and Retired Chairman & Chief Executive Officer, Cummins, Inc.				Executive
Linda R. Gooden		65		2015		Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation				Audit Cybersecurity – Chair Executive Risk
Joseph Jimenez		58		2015		Retired Chief Executive Officer, Novartis AG				Executive Compensation Governance
Jane L. Mendillo		59		2016		Retired President & Chief Executive Officer, Harvard Management Company				Finance Audit
Admiral Michael G. Mullen		71		2013		Former Chairman, Joint Chiefs of Staff				Audit Cybersecurity Executive Risk – Chair
James J. Mulva		71		2012		Retired Chairman & Chief Executive Officer, ConocoPhillips				Executive Executive Compensation Finance – Chair Risk
Patricia F. Russo		65		2009		Chairman, Hewlett Packard Enterprise Company				Executive Executive Compensation Finance Governance – Chair
Thomas M.Schoewe		65		2011		Retired Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc.				Audit –Chair Cybersecurity Executive Finance Risk
Carol M. Stephenson		67		2009		Retired Dean, Ivey Business School, The University of Western Ontario				Executive Executive Compensation – ChairGovernance
Devin N. Wenig		51		2018		President & Chief Executive Officer, eBay Inc.				Committee memberships to be determined at the Board’s June 2018 meeting

2

PROXY STATEMENT SUMMARY

Governance Highlights

We recognize that strong corporate governance contributes to long-term shareholder value. We are committed to sound governance practices, including those described below.

Independence [Ten] out of [eleven] directors are independent Strong Independent Lead Director with clearly delineated duties All standing Board Committees other than the Executive Committee composed entirely of independent directors Regular executive sessions of non-management directors Board and Committees may hire outside advisors independently of management Best Practices Active shareholder engagement process, including a Director-Shareholder Engagement Policy Diverse Board in terms of gender, ethnicity, and specific skills and qualifications Strategy and risk oversight by full Board and Committees, including newly formed Cybersecurity Committee Long-standing commitment to sustainability and corporate social responsibility Robust stock ownership guidelines for executive officers and non-employee directors “Overboarding” limits Orientation program for new directors and continuing education for all directors Accountability Annual election of all directors Majority voting with director resignation policy (plurality standard to apply in contested elections) Annual Board and Committee self-evaluations, including individual Board member evaluation Annual evaluation of CEO (including compensation) by independent directors clawback policy that applies to our short- and long-term incentive plans Shareholder Rights Proxy access for shareholders Shareholder right to call special meetings No poison pill One-share, one-vote standard Public Policy Engagement Our Board has adopted a U.S. Corporate Political Contributions & Expenditures Policy, which together with other policies and procedures of the Company, guides GM’s approach to political contributions. Our Political Contributions Policy and Voluntary Report on Political Contributions are available on our website at gm.com/investors/corporate-governance.html.        NEW FOR 2017–2018 As part of our comprehensive refreshment and recruitment process, we added a new director, Mr. Wenig, who is the President and Chief Executive Officer of eBay and brings considerable technology and consumer-facing expertise to your Board. Established new Cybersecurity Committee to enhance Board oversight of GM’s cybersecurity risk management program, policies, and procedures. Selected Ernst & Young LLP as the Company’s new independent registered public accounting firm. Enhanced Proxy Statement disclosures: Q&A with our Chairman and CEO, Independent Lead Director, and Governance Committee Chair to outline the Board’s strategic framework for driving long-term shareholder value creation, the importance of shareholder engagement, and why GM has the right Board at the right time. Expanded Proxy Statement Summary to highlight our director nominees, governance best practices, Company performance, compensation strategy, and corporate social responsibility, environmental, and sustainability performance. Overview of Board’s leadership structure and risk oversight responsibilities.

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.

ZERO CRASHES GM’s number one priority is safety. We are developing new technologies to help keep our customers safe. u GM’s Cruise AV has the potential to provide a level of safety far beyond the capabilities of human drivers. u We launched Super Cruise, the world’s first hands-free highway driving technology, on the Cadillac CT6. u GM offers 53 global models with forward collision alert and lane departure warning and 40 models with side blind zone alert.

At least two-thirds of Board independent

Regular executive session ZERO EMISSIONS GM is committed to an all-electric, zero emissions future. We are working to make cars more efficient and embrace environmentally conscious options. u GM will introduce 20 newall-electric vehicles by 2023. u In 2018, GM will increase Bolt EV production at its Orion Assembly Plant north of non-management directors

Annual election of all directors

Orientation program for new directors and continuing education for all directors

Majority voting with director resignation policy

Robust stock ownership for executive officers and non-employee directors

Annual evaluation of CEODetroit. u GM has committed to using 100% renewable energy in its operations by Board2050.

Risk oversight by full Board and Committees

Annual Board and Committee self-evaluations and extensive individual Board member evaluations every five years

Shareholder right to call special meetings

Audit, Governance and Corporate Responsibility, and Executive Compensation Committees composed entirely of independent directors

Board and Committees may hire outside advisors independently of management

“Overboarding” limits

Proxy access

Diverse Board in terms of gender, ethnicity, and specific skills and qualifications

Strong Independent Lead Director with clearly delineated duties

Director-Shareholder Engagement Policy

Advisory vote on executive compensation (“Say-on-Pay”) over 97% each year since implemented

Over 70%

ZERO CONGESTION GM is building autonomous, connected, and shared personal mobility options that will help end the congestion that wastes our time and money. u Maven Gig members have driven more than 6.5 million all-electric miles since February 2017, saving an estimated 250,000 gallons of CEO target compensation is performance based and 90% is pay-at-riskgas. u As of March 2018, more than 250 million Maven miles have been driven. u In 2018, GM submitted a petition to the U.S. Department of Transportation seeking permission to begin operating fully autonomous vehicles, without steering wheels or pedals, at scale in a dense urban environment in 2019.

ITEM NO. 1 – ELECTION OF DIRECTORS

WE HAVE THE RIGHT BOARD AT THE RIGHT TIME FOR GM GM’s long-term strategy is to recommendstrengthen 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 director for re-election,Complex, Global Manufacturing Company: As a large, complex manufacturing company with operations around the Governance Committee considersglobe, GM faces a numbervariety of factors, includingcritical 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 director’s history of attendanceBusiness Cycle: GM operates in a cyclical industry. It is crucial that GM maintain a strong balance sheet and participation in meetings, other contributionsconsistently deploy its capital to the activitieshighest-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 active participationis – 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 orientationthe Future of Personal Mobility: With our vision of zero crashes, zero emissions, and ongoing educational events,zero congestion, GM is transforming the resultsfuture of personal mobility through investments in electrification, AV, and car and ridesharing. Your Board self-evaluationshas directors with extensive technology expertise gained from senior leadership roles at large technology companies. Your Board is a strategic asset for GM and any potential or actual conflictsis driving effective oversight and execution of interest.GM’s strategic plan and holding management accountable.

ITEM NO. 1 – ELECTION OF DIRECTORS

The

Your Board nominates directors upon the recommendationnominees offer a diverse range of the Governance Committee. The Governance Committee annually reviews with the Board the appropriate skills and characteristics needed for the Board to effectively perform its oversight function. Board nominees are then selected, whether existing or new, after considering current Board composition, Company strategy and otherexperience in relevant facts and circumstances.areas.

SKILL/ QUALIFICATION

BARRA

SOLSO

GOODEN

JIMENEZ

MENDILLO

MULLEN

MULVA

RUSSO

SCHOEWE

STEPHENSON

WENIG

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Board Membership Criteria, Refreshment, and Succession Planning

The selection of qualified directors is complexfundamental to the Board’s successful oversight of GM’s strategy and crucialenterprise risks. As a result, ensuring your Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders is critical to our long-term success. The Governance Committeeyour Board and the Board set differentGovernance Committee. The priorities for recruiting new Board members at different times, dependingdirectors are continually evolving based on the Company’s strategic needs and the makeupskills composition of your Board at any particular time. These dynamic priorities ensure the Board remains a strategic asset capable of addressing 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 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 assessment of the Board.needs of the Board at that time. In every case, however,director candidates for Board election must be able to contribute significantly to theyour Board’s discussion and decision-making on the broad array of complex issues facing the Company.GM. The Governance Committee sometimesalso engages a reputable, qualified search firmsfirm that uses our skills matrix to inform the search and help identify and evaluate potential candidates. Recently, our recruiting efforts have been particularly directed toward identifying candidates who have distinguished themselves as leaders of large, complex organizations with strong expertise in technology, strategy, finance, and global investment management.

Potential candidates meeting these priorities are further evaluated on criteria that include:

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

In assessing potential candidates, theThe 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 members, we continually strivestrives to add directors ofidentify 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, when considering Board candidates.origin. We believe that the judgment and perspectives offered by a diverse board of directors improves the quality of decision-makingdecision 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 worldwide.stakeholders.

ITEM NO. 1 – ELECTION OF DIRECTORS

Pursuant to the Stockholders Agreement dated October 15, 2009 between the Company and the UAW Retiree Medical Benefits Trust (the “VEBA Trust”), the VEBA Trust has the right to designate one nominee to our Board, subject to the consent of the UAW and approval by the Board (the Board may not withhold its approval unreasonably). The VEBA Trust has designated Mr. Ashton, who has been recommended by the Governance Committee and nominated by the Board as part of the slate of candidates it recommends for election at the Annual Meeting.

The Governance Committee will consider persons recommended by shareholders for election to the Board. To recommend an individual for Board membership, write to Jill E. Sutton, Corporate Secretary and Deputy General Counsel, Corporate, Finance and Strategic Transactions (“Corporate Secretary and Deputy General Counsel”) of our Company, at the mailing address or e-mail address provided on page  74 in“How can I obtain the Company’s corporate governance information?”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.

GM has received notice pursuant to our Bylaws that a shareholder owning two shares of our common stock intends to nominate candidates for election to the Board at the 2016 Annual Meeting. The Board has determined in its reasonable judgment that this is not considered a contested election, and therefore, majority voting will apply. The Governance Committee evaluated these candidates as discussed above, and the Proxy Committee appointed by the Board intends to vote against the election of these candidates.

Nominees for Director

Your Board recommends a voteFORall of the nominees listed below.

	2016Your Board’s Nominees for DirectorPROXY STATEMENT			11

Set forth below is other information about our director nominees, including their name and age, recent employment or principal occupation, their period of service as a GM director, the names of other public companies for which they currently serve as a director or have served as a director withinin the past, five years, and a summary of their specific experience,experiences, qualifications, attributes, and skills. We believe each of your Board’s nominees is highly qualified with unique experiences that are particularly beneficial to GM. Collectively, we believe these director nominees represent the best mix of expertise, qualifications, and skills that led to advance GM’s business strategy and serve the conclusion that they are qualified to serve asinterest of all of our shareholders by driving long-term shareholder value.

The Board of Directors recommends a director on our Board at this time.voteFOR each of the nominees below.

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-mail to shareholder.relations@gm.com.

ITEM NO. 1 – ELECTION OF DIRECTORS

Mary T. Barra		Theodore M. Solso
Chairman & Chief Executive Officer, General Motors Company

Ms. Barra was elected Chairman of the GM Board of Directors on January 4, 2016. She has served as CEO of GM since January 15, 2014, when she also became a member of GM’s Board. Prior to becoming CEO, Ms. Barra served as Executive Vice President, Global Product Development, Purchasing and Supply Chain since August 2013. She served as 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.

Reasons for Nomination:

With more than 35 years at GM and having served in various leadership roles prior to becoming Chairman and CEO of the Company, Ms. Barra brings to our Board an in-depth knowledge of the Company and the global automotive industry. She has extensive leadership, strategic planning, operating and business experience and a deep understanding of the Company’s strengths, weaknesses, risks, and challenges. Under her leadership, GM is working to lead the transformation of personal mobility through advanced technologies such as connectivity, alternative propulsion, and autonomous driving. She has also established GM’s corporate culture and strategic direction based on putting the customer at the center of everything we do, all around the world, with quality and safety as foundational commitments.

As Chairman and CEO, Ms. Barra is able to focus the Board’s oversight and drive the most efficient execution of GM’s plan and vision for the future. In addition to her demonstrated leadership and management skills, Ms. Barra’s strong engineering background and leadership experience in global product development enables her to provide significant insight to the Board on one of the most critical and complex parts of GM’s business. Her previous leadership roles in purchasing and supply chain, human resources, and manufacturing engineering also allow her to contribute to Board deliberations on matters regarding those key areas of the Company. Ms. Barra’s service to GM and experience in serving as a director of another large public company with complex, global operations provides her with an extensive understanding of the governance and management matters that large public companies face.

Theodore M. Solso,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. Age:69Reasons for Nomination
Director Since:2012u
Extensive senior leadership experience gained as the CEO of Cummins, including automotive-related experience and experience in finance, accounting, and vehicle and workplace safety. Committees:Executiveu
Background leading a company through strong financial performance and shareholder returns, international growth, and business restructurings. Current Public Company Directorships:Ball Corporation (Lead Director)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. Prior Public Company Directorships:Ashland Inc. (1999u  Extensive experience in automotive manufacturing and engineering, including with respect to 2012), where he was Lead Director from 2003 to 2010emissions 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.

ITEM NO. 1 – ELECTION OF DIRECTORS

Reasons for Nomination:

Mr. Solso gained significant senior management experience during his 40-year career at Cummins, which culminated in his role as Chairman and CEO. He brings to our Board his experience and insight into the complexities of managing a major global organization. Mr. Solso led Cummins through strong financial performance and shareholder returns, international growth, business restructuring, and leadership in emissions reduction technology and related environmental activities, corporate responsibility, diversity, and human rights issues. His extensive experience in manufacturing and engineering of diesel engines and compliance with challenging emissions laws and regulations enables him to contribute significantly to Board deliberations regarding GM’s global product development strategies. His previous experience in serving as U.S. Chairman of the U.S.-Brazil CEO Forum provides valuable insight into advancing the business priorities of our operations in South America. In addition to his deep understanding of global markets and business operations and corporate responsibility, Mr. Solso brings to our Board his experience as a director of other large, global public companies, particularly in the areas of finance, accounting and corporate governance.

	2016PROXY STATEMENT
			12

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

Mr. Ashton served as a Vice President of the International Union, United Automobile, Aerospace and Agricultural Workers of America (the “UAW”) from 2010 until his retirement in June 2014. Prior to that time, Mr. Ashton served as director of the UAW’s Region 9 (Central New York, New Jersey, and Pennsylvania) from 2006 to 2010 and as assistant director of Region 9 from 2003 to 2006. He had been a member of the UAW International staff since 1986. Mr. Ashton is active in labor and civic affairs, including previously serving as the Executive Vice President of the Pennsylvania AFL-CIO Executive Council and Executive Vice President of the New Jersey AFL-CIO. Under the terms of the Stockholders Agreement dated October 15, 2009, Mr. Ashton was designated for nomination to the GM Board by the VEBA Trust, of which he is a member of the Financial Committee.

Reasons for Nomination:

During his career with the UAW, Mr. Ashton played a key role in organizing campaigns and contract negotiations with major manufacturing and technology companies in a variety of industries including vehicle components, defense, aerospace, steel, and marine products. Based on these experiences, he has developed a deep understanding of how labor strategy can affect a company’s financial success, including expertise in areas such as manufacturing processes, pension and health care costs, government relations, employee engagement and training, and plant safety.

Linda R. Gooden		Joseph Jimenez
Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation

Ms. Gooden served as Executive Vice President, Information Systems & Global Solutions (“IS&GS”) of Lockheed Martin Corporation (“Lockheed”) from 2007 to 2013;

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

Reasons for Nomination:

Ms. Gooden brings to our Board her strong leadership capability demonstrated through her various senior leadership positions at Lockheed. She has significant operations and strategic planning expertise and an extensive background in information technology (“IT”). Under her leadership as Executive Vice President of IS&GS, Lockheed expanded its IT capabilities beyond government customers to international and commercial markets. In her role as President of Lockheed’s IT division, Ms. Gooden grew the business to become a multibillion-dollar business. Her deep knowledge of IT adds a valuable perspective to our Board deliberations regarding GM’s IT transformation, cybersecurity matters, and various technology systems and processes. Moreover, Ms. Gooden brings to our Board her experience in business restructuring, finance, cybersecurity, and risk management. She also brings her experience as a director at other public companies, particularly in the areas of finance, audit, strategic investments, acquisitions, and divestitures.

	2016PROXY STATEMENT			13

Joseph Jimenez,Chief Executive Officer, Novartis AG
Age:56
Director Since:2015
Committees:Executive Compensation, Governance and Corporate Responsibility
Current Public Company Directorships:NoneDirectorships
The Procter & Gamble Co. Prior Public Company Directorships:Directorships Colgate-Palmolive Company (2010 to 2015) Prior Experience

Mr. Jimenez has been Chief Executive Officer of Novartis AG (“Novartis”) since 2010. He joined Novartis in April 2007 as Head of the Consumer Health Division, and in October 2007, he became Head of the Pharmaceuticals Division, where he served until 2010.

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 an 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. From 1993 to 1998, Mr. Jimenez held various leadership positions at ConAgra Foods Inc. (“ConAgra”), including President and Senior Vice President of two operating divisions. He began his career in 1984 at The Clorox Company, where he held a number of progressive roles in marketing and brand management.

Reasons for Nomination:

Mr. Jimenez brings to our Board significant international and operational leadership, strategic planning, and business and finance experience gained through his role as Chief Executive Officer of Novartis, a complex, global company in a highly regulated industry, and President of various operating divisions at Heinz and ConAgra. Mr. Jimenez has a long track record in consumer businesses, which enables him to bring a consumer orientation and valuable insight to Board deliberations regarding our strategy to earn customers for life. Moreover, he has business restructuring expertise, and he executed significant business transformations at both Heinz and Novartis, which will enable him to make a significant contribution to our Board as we continue to evaluate the structure of our global business. Mr. Jimenez also brings to our Board his prior experience as a director of another large, global public company.

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

Ms. Marinello has served as Senior Advisor of Ares Management LLC (“Ares”), a global asset manager, since rejoining the company in March 2014. Prior to that, she served as Chairman and Chief Executive Officer of Stream Global Services, Inc. (“Stream”), a global business process outsource service provider specializing in customer relationship management, since August 2010. Ms. Marinello served as senior advisor and consultant at Providence Equity Partners LLC, a private equity firm, and Ares from June to August 2010. She served as Chairman and Chief Executive Officer of Ceridian Corporation, a human resources outsourcing company, from December 2007 to January 2010 and President and Chief Executive Officer from 2006 to 2007. Prior to joining Ceridian, Ms. Marinello spent 10 years at General Electric Company (“GE”), serving in a variety of senior roles, including President and Chief Executive Officer of GE Fleet Services, a division of GE, from 2002 to 2006.

Reasons for Nomination:

Ms. Marinello’s experience at large, complex service companies in various industries enables her to bring a varied perspective to our Board. As Chairman and CEO of Stream, she was focused on using information technology to enhance customer service, an area that is key to GM’s long-term business strategy. At Ceridian, she led a business service company providing integrated human resource systems, that involved a wide range of issues including audit and financial reporting, compliance and controls, and mergers and acquisitions. As the former President and CEO of GE Fleet Services, Ms. Marinello has significant experience with vehicle fleet sales and financing and dealer relations, which enables her to bring the customer perspective to Board decision-making. Moreover, at GE Capital, as well as in her prior roles at Chemical Bank, Citibank, and First Bank Systems, Inc., Ms. Marinello operated large consumer financial services divisions, which included auto lending, auto warranty, telematics, and auto insurance companies, further broadening her contributions to our Board. She also brings her experience as a director of other large, global public companies.

	2016PROXY STATEMENT			14

Jane L. Mendillo,Retired President and Chief Executive Officer Harvard Managementof 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. Age:57Reasons for Nomination
New Director Nominee
Current Public Company Directorships:Lazard Ltdu	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.

Ms. Mendillo served as President and Chief Executive Officer of the Harvard Management Company (“HMC”) from 2008 to 2014, where she managed Harvard University’s approximately $37 billion global endowment and related assets. From 2002 to 2008, she served as the Chief Investment Officer of Wellesley College. Prior to that, Ms. Mendillo spent 15 years at HMC in various investment roles. She serves as chair of the investment committee of the Partners Healthcare System, is a member of the board of directors and investment committees of the Mellon Foundation and the Boston Foundation, and serves as a Senior Investment Advisor to the Old Mountain Private Trust Company.

12

Reasons for Nomination:ITEM NO. 1 – ELECTION OF DIRECTORS

Ms. Mendillo brings to the Board valuable financial perspective and extensive investment management experience. In addition, she brings to our Board strong senior leadership and risk management experience, as well as capital markets expertise, from her over 30 years in the endowment and investment management field. As President and CEO of HMC, she successfully led the company through the financial crisis, repositioning the endowment and reestablishing a world-class investment platform to support Harvard’s future educational and research goals. As the Chief Investment Officer of Wellesley College, she built the college’s first investment office and delivered substantial growth in the college endowment through a period of rapidly changing market conditions. Ms. Mendillo’s background and extensive experience will enable her to make a significant contribution in the Board’s oversight of GM’s strategic initiatives and varied financial and risk management issues.

Jane L. Mendillo		Admiral Michael G. Mullen
Retired President & Chief Executive Officer, Harvard Management Company		Former Chairman, Joint Chiefs of Staff
Age:69
59 years old		71 years old
Director Since:2013since: 2016
Committees:Audit, Executive, Risk (Chair)	Director since: 2013
Committees Audit, Finance Current Public Company Directorships: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.

ITEM NO. 1 – ELECTION OF DIRECTORS

Reasons for Nomination:

Admiral Mullen brings to our Board extensive senior leadership experience gained over his 43-year career in the U.S. military. As Chairman of the Joint Chiefs of Staff, the highest-ranking officer in the U.S. military, Admiral Mullen led the armed forces during a critical period of transition, overseeing two active war zones. His involvement in key aspects of U.S. diplomacy, including forging vital relationships with diverse countries around the world, brings valuable insight to our Board as we continue to evaluate the structure of our global business. In addition to having strong global relationships, Admiral Mullen has deep experience in leading change in complex organizations, risk management, crisis management, executive development and succession planning, diversity implementation, strategic planning, budget policy, cybersecurity, and technical innovation, all of which are important to the oversight of GM’s strategic initiatives. This depth of experience enables him to make a significant contribution to our Board. Admiral Mullen also brings his experience as a director of another large public company.

	2016PROXY STATEMENT
			15

James J. Mulva		Patricia F. Russo
Retired Chairman and& Chief Executive Officer, ConocoPhillips		Chairman, Hewlett Packard Enterprise Company
Age:69
Director Since:201271 years old		65 years old
Director since: 2012		Director since: 2009
Committees:Committees Executive, Executive Compensation, Finance (Chair), Risk
Current Public Company Directorships:Directorships General Electric Company
and Baker Hughes, a GE company Prior Public Company Directorships: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 an international integrated oil and gas company, from 2004 until his retirement in 2012; Chairman, President and Chief Executive Officer from 2004 to 2008; and President and Chief Executive Officer 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

Reasons for Nomination:

Mr. Mulva brings to our Board 39 years of experience in the energy industry, first at Phillips Petroleum Company (“Phillips”) and then ConocoPhillips. Prior to overseeing the merger of Conoco and Phillips in 2002, Mr. Mulva served as Chairman and Chief Executive Officer of Phillips, where he also held various domestic and international senior management positions in finance, including Executive Vice President and Chief Financial Officer. As Chief Executive Officer of Phillips and later ConocoPhillips, Mr. Mulva oversaw mergers and acquisitions, business restructurings and negotiated joint ventures, positioning the company to compete in an increasingly challenging and highly competitive industry. Prior to his retirement from ConocoPhillips, Mr. Mulva oversaw the strategic repositioning of the company to split its fuel production and refining businesses. Mr. Mulva’s expertise in the energy industry provides valuable insight to our Board in developing GM’s long-term energy diversity strategy. Mr. Mulva also brings to our Board an in-depth background in finance and his experience as a director of other large, global public companies.

Patricia F. Russo,Chairman, Hewlett Packard Enterprise Company

Ms. Russo has served as Chairman of Hewlett Packard Enterprise Company since November 2015, after the separation of Hewlett-Packard Company (“HP”) into two companies. She had been Lead Director of HP since 2014. She served as Chief Executive Officer of Alcatel-Lucent S.A. from 2006 to 2008. Prior to the merger of Alcatel S.A. (“Alcatel”)

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 Lucent Technologies, Inc. (“Lucent”) in 2006, she served as Chairman and Chief Executive Officer of Lucent from 2003 to 2006 and President and Chief Executive Officer from 2002 to 2003. Ms. Russo served as Lead Director of our Board from March 2010 to January 2014.

Reasons for Nomination:

As the chief executive officer of highly technical, global, complex companies, Ms. Russo demonstrated leadership that strongly supported her nomination to our Board. She dealt with a wide range of issues including mergers and acquisitions, technology disruptions and business restructuring as she led Lucent’s recovery through a severe industry downturn and later a merger with Alcatel, a French company. She has recently led the HP board of directors in connection with its split into two public companies, gaining valuable experience in connection with a highly complex business restructuring transaction. In addition, she brings to the Board extensive global experience in corporate strategy, finance, sales and marketing, technology, and leadership development. Ms. Russo also has extensive expertise in corporate governance and executive compensation as a member of the board and board committees of other large global public companies.

ITEM NO. 1 – ELECTION OF DIRECTORS

	2016PROXY STATEMENT
			16

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 RetiredCurrent 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 joiningAge:Wal-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. 63Reasons 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.
Director Since:2011Committees
Committees:Audit (Chair), Executive, Finance, Risk
Current Public Company Directorships:KKR Management LLC and Northrop Grumman Corporation
Prior Public Company Directorships:PulteGroup, Inc. (2009 to 2012)

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, Mr. Schoewe worked for Black & Decker Corporation from 1986 to 1999, most recently serving as Senior Vice President and Chief Financial Officer.

Reasons for Nomination:

With extensive experience in finance, including serving as the chief financial officer of large multinational, consumer-facing companies, Mr. Schoewe brings financial expertise, corporate leadership, and operational experience to our Board. His extensive experience as a senior leader in corporate finance has provided him with key skills, including financial reporting, accounting and control, business planning and analysis, and risk management that are valuable to the oversight of our business. Mr. Schoewe also brings to our Board his experience at Wal-Mart and Black & Decker with large-scale, transformational information technology implementations, which provides valuable insight as we continue to restructure our IT operations. Further, Mr. Schoewe’s previous and current board positions at public companies involved with home building, security, and investments provides exposure to diverse industries with unique challenges enabling him to make a significant contribution to our Board.

Carol M. Stephenson,Retired Dean, Ivey Business School, The University of Western Ontario

ITEM NO. 1 – ELECTION OF DIRECTORS

Reasons for Nomination:

Ms. Stephenson’s experience as Dean of Ivey and President and Chief Executive Officer of Lucent Technologies Canada provides our Board with diverse perspectives and progressive management expertise in marketing, operations, strategic planning, technology development, and financial management. Her experience on the boards of several top Canadian companies provides our Board with a broad perspective on successful management strategies and insight on matters affecting the business interests of GM and GM Canada. Ms. Stephenson also brings her experience in serving on the compensation and governance committees of other public companies.

2016PROXY STATEMENT Devin N. Wenig			17
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.