General Motors : 2024 Proxy Statement 2 MB

2024

Proxy Statement

and Notice of Annual Meeting

Notice of 2024 Annual Meeting of

Shareholders

April 24, 2024

Dear Shareholders:

The Board of Directors of General Motors Company invites you to attend the 2024 Annual Meeting of Shareholders.

At the Annual Meeting, you will be asked to:

• Elect the 12 Board-recommended director nominees named in this Proxy Statement;
• Ratify the selection of Ernst & Young LLP as the Company's independent registered public accounting firm for 2024;
• Approve, on an advisory basis, named executive officer compensation;
• Vote on Rule 14a-8 shareholder proposals, if properly presented at the meeting; and
• Transact any other business that is properly presented at the meeting.

A list of the Company's registered shareholders will be available for examination for any purpose that is germane to the meeting for ten business days before the Annual Meeting. Shareholders may request to review the list by emailing the Company at [e-mail].

This Proxy Statement is provided in conjunction with GM's solicitation of proxies to be used at the Annual Meeting. For additional information about how to attend our Annual Meeting, see "General Information About the Annual Meeting" starting on page 87.

Thank you for your continued investment in General Motors Company.

By Order of the Board of Directors,

Craig Glidden

Corporate Secretary

300 Renaissance Center

Detroit, Michigan 48265

Meeting Information

Date: June 4, 2024

Time: 11:00 a.m. Eastern Time

Place: Online via live webcast at:

virtualshareholdermeeting.com/GM2024

Record Date: April 15, 2024

Your Vote Is Important

Please promptly submit your vote by internet or telephone, or by signing, dating, and returning the enclosed proxy card or voting instruction form in the postage-paid envelope provided so that your shares will be represented and voted at the meeting.

We are first mailing these proxy materials to our shareholders on or about April 24, 2024.

How to Access the Proxy Materials Online

Important Notice Regarding the Availability of Proxy Materials for the 2024 Annual Meeting of Shareholders to be Held on June 4, 2024:

Our Proxy Statement and 2023 Annual Report are available at investor.gm.com/shareholder. You may also scan the QR code below with your smartphone or other mobile device to view our Proxy Statement and Annual Report.

2024 Proxy Statement i

To Our Fellow Shareholders,

2023 Performance Fueling 2024 Execution

As 2024 progresses, the Board believes GM is well-positioned for a year of strong financial and operational performance that will build on everything the Company accomplished - and learned - in 2023. Last year, we succeeded in optimizing our core business to continue investing in our future. In addition to growing our revenue by approximately 10 percent year-over-over, we reported net income attributable to stockholders of $10.1 billion and EBIT-adjusted of $12.4 billion, which marked the third consecutive year of reaching or exceeding our financial targets. According to J.D. Power, GM led the industry in initial quality for the second year in a row, so it is no surprise that we also led the industry in U.S. sales, and all our U.S. brands grew their sales year-over- year. We gained U.S. market share while maintaining healthy margins thanks to stable pricing and incentive discipline. We also generated very strong free cash flow, which is allowing us to return significant capital to shareholders, including through the $10.0 billion accelerated share repurchase program we announced in November 2023, and through additional share repurchases and an increased quarterly dividend rate this year.

As GM makes progress on its path of fundamental transformation, we continue to refine our plan. We learned a lot from the challenges of 2023, and those learnings are helping us build on our strengths, address our issues, and make the necessary changes to create an even stronger GM. Our priorities and commitments for 2024 and beyond are clear: We plan to maximize the opportunities we have with our winning ICE portfolio, grow our EV business profitably, deliver innovative software and services solutions, and continue progressing AV technology and relaunching AV operations through Cruise - all while driving strong financial performance and maintaining our commitments to safety, culture, and a leading customer experience. We are well- positioned for success in 2024 with refreshed ICE launches, including the next-generation Chevrolet Traverse and Equinox and GMC Acadia, higher production of Ultium EVs like the Cadillac LYRIQ, GMC HUMMER EV, and Chevrolet Blazer EV, and new EV launches, including the Chevrolet Equinox EV and Silverado EV RST, GMC Sierra EV Denali, and Cadillac Escalade IQ, all of which are arriving in showrooms this year.

ICE		EV

Driving Accountability

SOFTWARE &

SERVICES

AV

With these priorities in mind, the Compensation Committee made several key enhancements to our compensation plans for 2024 that we believe will drive execution and hold management accountable for performance against specific, near-term strategic goals aligned with the four strategic pillars identified above. Moving forward, short-term incentive compensation for eligible employees will depend both upon financial performance and the Company's ability to achieve certain goals mapped to these pillars. At the same time, we are evolving our long-term incentive programs to more closely align compensation with total shareholder returns. Together, these enhancements will drive near-term execution, long-term shareholder value, and help attract and retain key talent. For a full description of these enhancements, please see Compensation Committee Chair Wes Bush's letter to shareholders and the Compensation Discussion and Analysis beginning on page 42.

ii

Accelerating a Winning Team

Over the past few years, we have made a number of important moves that will help the Company execute its strategic plan, manage succession, and create shareholder value. They include enhancing the blend of relevant skills and experience on the Board with new directors Joanne Crevoiserat, Jon McNeill, Mark Tatum, and Jan Tighe. As we continue this work, Aneel Bhusri will not stand for re-election at the Annual Meeting. The Board is grateful for Aneel's service and contributions to GM since 2021 - particularly his insights on software and technology that have helped shape our strategy. While Aneel will no longer serve on our Board, we are pleased to announce that the Company will continue to benefit from his expertise as he will be joining the GM Cruise Holdings LLC board of directors in support of our AV future.

In addition to changes to Board Composition, we have made changes to our senior leadership team to support the Company's continued transformation and growth. We have promoted internal leaders following purposeful professional development and injected the team with fresh perspectives from complex, global companies and technology leaders like Apple, Google, and CVS Health, among others. These new leaders have broadened our perspectives and shifted the team closer to our customer composition, while making us more willing to ask the tough questions, quicker to solve the hard problems, and better positioned to compete smarter.

Providing for continuity of leadership at the senior management level is among the most important things we do on the Board. It is critical to the Company's success, and the Board will continue to place a high priority on robust talent development and attraction.

For details regarding our Board refreshment and succession planning, see page 17, and for details regarding our CEO and senior management succession planning, see page 31.

Annual Meeting Preview

At the Annual Meeting, we will provide an update on the Company's transformation and performance, vote on several items related to our business, and shareholders will have the opportunity to ask questions. We encourage you to review this Proxy Statement to learn more about the Board, our governance practices, compensation programs and philosophy, and other important developments and priorities at GM.

Sincerely,

Your 2024 GM Board of Directors

2024 GENERAL MOTORS BOARD OF DIRECTORS

Mary Barra

Chair and CEO

Patricia Russo

Lead Independent Director

Aneel Bhusri

Wesley Bush

Joanne Crevoiserat

Linda Gooden

Joseph Jimenez

Jonathan McNeill

Judith Miscik

Thomas Schoewe

Mark Tatum

Jan Tighe

Devin Wenig

2024 Proxy Statement iii

Table of Contents

Proxy Summary

ITEM NO. 1 - Annual Election of Directors

• Board experience and expertise
• Skills matrix
• Director nominee biographies
• Board membership criteria, refreshment, and succession planning
• Non-employeedirector compensation

Corporate Governance

• The board of directors
• Board leadership structure and composition
• Board committees
• Board and committee oversight of risk
• The board's governance policies and practices
• Corporate political contributions and lobbying expenditures
• Certain relationships and related party transactions

Security Ownership Information

ITEM NO. 2 - Proposal to Ratify the Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2024

Audit Committee Report

• Fees paid to independent registered public accounting firm

ITEM NO. 3 - Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation

Compensation Discussion and Analysis

• Our company performance
• Compensation overview
• Compensation elements
• Performance measures

1	•	Performance results and compensation decisions	56
9	•	Compensation policies and governance practices	62
10	•	Compensation committee report	65
10	Executive Compensation Tables	66
11	•	Summary compensation table	66
17	• Grants of plan-based awards	68
• Outstanding equity awards at fiscal year-end	69
18
• Option exercises and stock vested	69
22
•	Pension benefits	70
22	• Nonqualified deferred compensation plan	71
22
• Potential payments upon termination	72
23
•	CEO pay ratio	74
28
•	Pay versus performance	75
31
• Equity compensation plan information	77

33 ITEM NO. 4 - Shareholder Proposal Requesting a

	Report on the Use of Child Labor in Connection with
34	the Company's EV Supply Chain	79
ITEM NO. 5 - Shareholder Proposal to Eliminate EV
36
Targets From Incentive Compensation Programs	81
	ITEM NO. 6 - Shareholder Proposal Requesting a
38	Report on the Company's Use of Deep-Sea Mined
Minerals in its Production and Supply Chains	83

39 ITEM NO. 7 - Shareholder Proposal Requesting a Report on Sustainability Risk In The Company's

40	Supply Chain	85
41	General Information About the Annual Meeting	87
Defined Terms and Commonly Used Acronyms	91
42
Appendix A: Non-GAAP Financial Measures	A-1
43

45

51

52

Cautionary Note on Forward-LookingStatements: This Proxy Statement may include "forward-looking statements" within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact. Forward-looking statements represent our current judgement about possible future events. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions, and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgements are reasonable, but these statements are not guarantees of any future events or financial results, and our actual results may differ materially due to a variety of factors, many of which are described in our 2023 Form 10-K and our other filings with the SEC. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events, or other factors that affect the subject of these statements, except where we are expressly required to do so by law.

Non-GAAPfinancial measures: See our 2023 Form 10-K and our other filings with the SEC for a description of certain non-GAAP measures used in this Proxy Statement, along with a description of various uses for such measures. Our calculation of these non-GAAP measures are set forth within these reports and Appendix A to this Proxy Statement, and 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 these non-GAAP measures has limitations and should not be considered superior to, in isolation from, or as a substitute for, related GAAP measures. When we present our total company EBIT-adjusted, GM Financial is presented on an EBT-adjusted basis.

Additional Information: References to "record" or "best" performance (or similar statements) in this Proxy Statement refer to General Motors Company, as established in 2009. In addition, certain figures included in the charts and tables in this Proxy Statement may not sum due to rounding. Simulated models and pre-production models are shown throughout; production vehicles will vary. For information on models shown, including availability, see each GM brand website for details.

iv

Proxy Summary

Annual Meeting Overview

TIME & DATE	PLACE	RECORD DATE	MATERIALS
11:00 a.m. Eastern Time	Virtual Meeting	April 15, 2024	Available at
June 4, 2024	virtualshareholdermeeting.com/GM2024		investor.gm.com/shareholder

Proxy Voting Roadmap

Shareholders will be asked to vote on the following matters at the Annual Meeting:

Voting Matter	Board Vote	Page
Recommendation	Reference
Item 1: Annual Election of Directors	FOR	9
each director nominee

Item 2: Proposal to Ratify the Selection of Ernst & Young LLP as the Company's Independent Registered Public Accounting Firm for 2024

FOR38

Item 3: Proposal to Approve, on an Advisory Basis, Named Executive Officer Compensation

FOR

41

Item 4: Shareholder Proposal Requesting a Report on the Use of Child Labor in Connection with the Company's EV Supply Chain

Item 5: Shareholder Proposal to Eliminate EV Targets from Incentive Compensation Programs

Item 6: Shareholder Proposal Requesting a Report on the Company's Use of Deep-Sea Mined Minerals in its Production and Supply Chains

Item 7: Shareholder Proposal Requesting a Report on Sustainability Risk in the Company's Supply Chain

AGAINST79

AGAINST81

AGAINST83

AGAINST85

PROXY SUMMARY

2024 Proxy Statement 1

Snapshot of Your 2024 Board Nominees

Name	Principal Occupation	Age	Director	Independent Committee Memberships
Since
Mary T. Barra	Chair and Chief Executive Officer,	62	2014		-	Executive (Chair)
General Motors Company
	Retired Chairman and Chief Executive				-	Audit
Wesley G. Bush				-	Compensation (Chair)
Officer,	63	2019
✓	-	Executive
	Northrop Grumman Corporation				-	Finance
Joanne C. Crevoiserat	Chief Executive Officer,	60	2022	✓	-	Audit
Tapestry, Inc.	-	Finance
				-	Governance
	Retired Executive Vice President,				-	Audit
				-	Executive
Linda R. Gooden	Information Systems and Global Solutions,	71	2015	✓
-	Risk and Cybersecurity
	Lockheed Martin Corporation					(Chair)
					-	Compensation
Joseph Jimenez	Co-Founder and Managing Director,	64	2015		-	Executive
Aditum Bio	✓	-	Finance (Chair)
					-	Risk and Cybersecurity
Jonathan McNeill	Co-Founder and Chief Executive Officer,	56	2022	✓	- Governance
DVx Ventures
Judith A. Miscik	Senior Advisor,	65	2018	✓	-	Finance
Lazard Geopolitical Advisory	-	Risk and Cybersecurity
	Chair,				-	Compensation
Patricia F. Russo	71	2009		-	Executive
Hewlett Packard Enterprise Company	✓	-	Finance
					-	Governance (Chair)
	Retired Executive Vice President and				-	Audit (Chair)
Thomas M. Schoewe	71	2011		-	Executive
Chief Financial Officer,	✓
-	Finance
	Wal-Mart Stores, Inc.				-	Risk and Cybersecurity
Mark A. Tatum	Deputy Commissioner and Chief Operating				-	Audit
Officer,	54	2021	✓
	National Basketball Association				-	Governance
Jan E. Tighe	Retired Vice Admiral,	61	2023	✓	-	Audit
-	Risk and Cybersecurity
	U.S. Navy
Devin N. Wenig	Co-Founder and Chief Executive Officer,	57	2018	✓	-	Compensation
Symbolic.ai

2	PROXY SUMMARY

2024 Board Nominee Statistics

General Motors is committed to ensuring its Board remains a strategic asset to the Company and that it is comprised of diverse directors across race, ethnicity, gender, and age, among other factors. We have also thoughtfully managed director succession planning to leverage the combined benefits of deep institutional knowledge and new perspectives through Board refreshment.

50%	67%	6.3	62.9
Women	Board Committee Chairs of	Years Average Tenure	Years Average Age
	Gender or Racial/Ethnic Diversity

Strong and Independent Board Leadership

The Board benefits from strong and independent leadership and maintains the flexibility to decide when the positions of Chair and CEO should be combined or whether an independent director should serve as Chair. This flexibility allows the Board to choose the leadership structure that it believes will best serve the interests of our shareholders at any particular time based on a number of considerations, including the strategic direction of the Company and the needs of the Board and its committees.

Currently, the Board has determined that it is in the Company's best interest to combine the roles of CEO and Chair with Mary Barra and elected Patricia Russo as the Independent Lead Director. Ms. Russo brings decades of corporate governance experience and deep knowledge of the Company to the role, ensuring the Board is led with a strong, independent voice. For more information on our Board leadership structure and the duties and responsibilities of our Independent Lead Director, see the section titled "Board Leadership Structure" on page 22.

Balanced Leadership

Chair And CEO	Lead Independent Director
Accountable over long-term		Serves as a liaison between the
	Chair and the independent
strategic priorities, performance		directors to provide a
and operating results		supplemental channel of
		communication

		Serves as the main point of		Advises on the scope, quality,
Mary T. Barra		quantity, and timeliness of the	Patricia F. Russo,
communication between the
	flow of information between
Chair and CEO	board and senior management		Lead Independent Director
	management and the Board

PROXY SUMMARY

2024 Proxy Statement 3

2023 Business Highlights

Financial Highlights

$10.1B	5.9%	$7.32
Net income attributable	Net income margin	EPS-diluted
to stockholders
$12.4B	7.2%	$7.68
EBIT-adjusted(1)	EBIT-adjusted(1) margin	EPS-diluted-adjusted(1)
$171.8B	$20.8B	$11.6B
Revenue	Automotive operating	Returned to shareholders via
	cash flow	dividends and share repurchases(2)

1. Non-GAAPfinancial measure. Refer to Appendix A for a reconciliation of non-GAAP financial measures to their closest comparable GAAP measure.
2. Including the impact of our $10.0 billion accelerated share repurchase program, which is expected to be completed no later than Q4 2024.

Performance Highlights

U.S. Market Leader
#1 in total sales				Announced a $10.0B accelerated share
#1 in total trucks
	Earned #1 ranking		repurchase program and a 33%
#1 in full-size SUVs
		increase in our quarterly dividend
#1 Affordable small SUVs		on J.D. Power Initial Quality Study for
		starting in 2024
#1 Commercial fleet deliveries		the second consecutive year

		EBIT-adjusted(1) of $12.4B,
Total company revenue grew ~10%		the third consecutive year reaching or
	exceeding our financial target		Sold more than 1 million crossovers
year-over-year, with U.S. market share
up ~0.3 percentage points				in the U.S. in 2023

4	PROXY SUMMARY