GENERAL MOTORS COMPANY | Revisit DEI goal in executive pay incentives at GENERAL MOTORS COMPANY

Status
Omitted
AGM date
Previous AGM date
Resolution details
Company ticker
GM
Lead filer
National Legal and Policy Center
Resolution ask
Adopt or amend a policy
ESG theme
  • Social
ESG sub-theme
  • Diversity, equity & inclusion (DEI)
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
Shareholders request the Board of Directors’ Compensation Committee to revisit
its incentive guidelines for executive pay, to consider eliminating discriminatory DEI goals and
aspirations from compensation formulas.
Whereas clause
Since the June 2023 U.S. Supreme Court decision in Students for Fair Admissions
v. Harvard College,
1 hundreds of higher education institutions have shuttered their diversity,
equity and inclusion (DEI) programs and positions.2
Consequently, “there has been a sharp uptick in litigation challenging corporate DEI programs
and initiatives, alleging that they require unlawful employment and contracting decisions to be
made on the basis of race, in violation of Title VII of the Civil Rights Act of 1964…”3
Corporations’ compliance lawyers now advise clients that “DEI initiatives and programs that are
not open to all applicants or those that apply an explicit race- or gender-based focus will likely
face continued and heightened scrutiny.” Also: “We also expect to see ongoing scrutiny of
perceived hiring quotas and set-asides, particularly those that may appear to be incentivized by
bonuses for management or company leadership.”4
Further, “companies, and their management teams and boards, should be prepared for increased
employment-related litigation including litigation that seeks to hold executive officers and
directors personally liable for purported breaches of their fiduciary duties in connection with the
corporation’s DEI policies.”5
Many corporations dramatically reduced or eliminated their DEI programs,
6 and companies face
retribution for their discrimination.7
Supporting statement
plans to prioritize and drive accountability around inclusion and diversity,”11 while HRC
demands that employee insurance plans provide controversial “transitioning” medical treatments
for employees’ child dependents,12 including puberty blockers, which are banned in the United
Kingdom and whose prohibition is under consideration by the U.S. Supreme Court.13
These harmful, discriminatory programs leave GM ripe for regulatory, reputational and litigation
risk. FTI Consulting advises there is a “heightened focus” on “litigation risk,” which “has
transitioned from being merely an operational concern to becoming a strategic priority for the
highest levels of corporate governance.”14

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