GENERAL MOTORS COMPANY | Separate Chair & CEO at GENERAL MOTORS COMPANY

Status
Filed
Previous AGM date
Resolution details
Company ticker
GM
Lead filer
John Chevedden
Resolution ask
Adopt or amend a policy
ESG theme
  • Governance
ESG sub-theme
  • CEO / chair duality
Type of vote
Shareholder proposal
Filer type
Shareholder
Company sector
Consumer Discretionary
Company HQ country
United States
Resolved clause
RESOLVED : Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.
Supporting statement
The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman. The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit. An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. This detached perspective allows the chairman to focus on shareholder interests , strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. Patricia Russo, GM lead director again received the most against votes of any GM director, 30-times the number of against votes compared to another GM director. Mary Barra, GM Chair/CEO received the second most against votes. An independent Board Chairman could also help General Motors (GM) deal with future headwinds like those that emerged in 2025: In October 2025, GM announced a $1.6 billion negative impact in its Q3 results due to the elimination of federal EV tax credits and the easing of emissions rules by the Trump administration. This charge included $1.2 billion in non-cash impairment costs related to re-evaluating its EV production capacity in response to expected lower consumer demand. For Q3 2025, GM's net income fell by 56%, dropping to $1.3 billion from $3 billion the year prior, primarily due to the EV policy changes. The implementation of new auto tariffs created significant financial headwinds. GM reported a $1.1 billion hit to its operating income in Q2 due to tariffs and subsequently cut its 2025 profit forecast, anticipating a potential full-year impact of $4 billion to $5 billion. Due to a slower-than-planned EV adoption rate, GM cut shifts for the Chevrolet Bolt and Cadillac EVs. In October 2025, the National Highway Traffic Safety Administration (NHTSA) expanded an investigation into 286,000 GM vehicles over a possible engine failure.

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