UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the Securities

Exchange Act of 1934

☑ Filed by the Registrant                                                                     ☐ Filed by a Party other than the Registrant

GENERAL MOTORS COMPANY

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Notice of 2019 Annual Meeting of Shareholders

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Important Information About GM’s Online Annual Meeting

GM’s 2019 Annual Meeting will be conducted online only, via live video webcast. If you were a holder of record of GM common stock at the close of business on April 8, 2019, you are entitled to participate in the annual meeting on June 4, 2019. Below are some frequently asked questions regarding the new online format for our Annual Meeting.

Table of Contents

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PROXY STATEMENT SUMMARY

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

Agenda and Voting Recommendations

Board Nominees

GM HAS THE RIGHT BOARD AT THE RIGHT TIMEThe Board and management are overseeing a period of strategic and cultural transformation at GM amidst a period of unprecedented change in the automotive and mobility industries. Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, possess 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 and Corporate Responsibility Committee (the Governance Committee). Our membership criteria and director recruitment procedures align the Boards capabilities with the execution of the Companys business strategy. As part of our comprehensive refreshment and recruitment process, keeping in mind our commitment to diversity, we added six new directors in the past four years, including since our last annual meeting Ms. Miscik, Vice Chairman and Chief Executive Officer ("CEO") of Kissinger Associates, Inc., and Mr. Bush, Chairman of Northrop Grumman Corporation. These new directors complement our current directors mix of skills by bringing to the Board key leadership, technology, and manufacturing expertise as well as experience navigating geopolitical and macroeconomic risks. For a detailed discussion of why GM has the right Board at the right time, please see Item No. 1Election of Directors on page ["].

Composition of Board Nominees

AGE OF DIRECTORS GENDER DIRECTOR TENURE DIRECTOR INDEPENDENCE

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PROXY STATEMENT SUMMARY

The following table provides summary information about each director nominee. For more detailed information about our directors, please see “Item No. 1—Election of Directors—Your Board’s Nominees for Director” on page 11.

Name		Age		Director Since		Principal Occupation		Independent		Committee Memberships
Mary T. Barra		57		2014		Chairman & Chief Executive Officer, General Motors Company				Executive – Chair
Theodore M. Solso		72		2012		Independent Lead Director, General Motors Company, and Retired Chairman & Chief Executive Officer, Cummins, Inc.				Executive
Wesley G. Bush		58		2019		Chairman, Northrop Grumman Corporation				Executive Compensation Finance
Linda R. Gooden		66		2015		Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation				Audit Cybersecurity – Chair Executive Risk
Joseph Jimenez		59		2015		Retired Chief Executive Officer, Novartis AG				Executive Compensation Governance
Jane L. Mendillo		60		2016		Retired President & Chief Executive Officer, Harvard Management Company				Finance Audit
Judith A. Miscik		60		2018		Chief Executive Officer & Vice Chairman, Kissinger Associates, Inc.				Risk Audit
Patricia F. Russo		66		2009		Chairman, Hewlett Packard Enterprise Company				Executive Executive Compensation Finance Governance – Chair
Thomas M. Schoewe		66		2011		Retired Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc.				Audit – Chair Cybersecurity Executive Finance Risk
Carol M. Stephenson		68		2009		Retired Dean, Ivey Business School, The University of Western Ontario				Executive Executive Compensation – Chair Governance
Devin N. Wenig		52		2018		President & Chief Executive Officer, eBay Inc.				Risk

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 independent directors Board and Committees may hire outside advisors independently of management Best Practices CEO and executive leadership succession planning Active shareholder engagement; 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 (see page ["] for the Risk Committees 2019 risk areas of focus) Board oversight of ESG issues and priorities, including regular ESG updates to Governance Committee 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 Annual election of Chair, and if CEO, Independent Lead Director by non-employee directors Majority voting with director resignation policy (plurality voting in contested elections) Annual Board and Committee self-evaluations 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 Shareholder right to call special meetings No poison pill or dual-class shares One-share, one-vote standard SPOTLIGHT: POLITICAL CONTRIBUTIONS AND LOBBYING OVERSIGHT Our Board has adopted a U.S. Corporate Political Contributions and Expenditures Policy (Political Contributions Policy), which, together with other policies and procedures of the Company, guides GMs approach to political contributions and lobbying. In 2018, we revised our Governance Committee charter to enhance oversight of GMs lobbying efforts. Our Political Contributions Policy and Voluntary Report on Political Contributions are available on our website investor.gm.com/resources. GMs robust disclosure is recognized as being in the First Tier of top performers by the CPA-Zicklin Index. For more information regarding the Boards position on this issue, see page ["]. environmental, social, and governance ("ESG") please

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PROXY STATEMENT SUMMARY

2018 Performance Snapshot

Transformation Takes Shape in 2018

COMPARISON OF CUMULATIVE TOTAL RETURN

Cumulative Value of $100 Investment Through December 31, 2018

		“GM delivered another strong year of earnings in a highly volatile environment in 2018. We will continue to make bold decisions to lead the transformation of this industry and drive significant shareholder value.”   –  Mary Barra, Chairman & CEO

PROXY STATEMENT SUMMARY

Our Capital Allocation Framework

Your Board takes its role as the steward of your capital seriously. As a result, your Board has worked closely with management to establish a disciplined and transparent Capital Allocation Framework designed to drive long-term shareholder value. The Framework consists of the following three pillars:

Reinvest to Drive Growth Maintain Investment Grade Balance Sheet Return Available Cash to Shareholders (Target Opportunities with 20%+ ROIC-adj.) ($18 billion average target cash balance) (Through dividends and share repurchases)

Capital Allocation Oversight: Strategic Transformation

Your Board, together with its Finance and Audit Committees, oversees GM’s critical capital allocation decisions, including establishing and maintaining the dividend rate, pursuing strategic investments, approving medium- and long-term capital plans, and maintaining GM’s overall liquidity. In November 2018, GM announced proactive steps to improve its overall business performance by driving cost efficiencies, lowering capital expenditures, and realigning manufacturing capacity with changed consumer preferences. These actions not only are expected to result in significantly improved adjusted automotive free cash flow by the end of 2020, but also will enable GM to allocate more resources to the future of mobility over the next two years. Your Board worked with management to ensure that this strategic transformation was undertaken in accordance with our Capital Allocation Framework, including by securing a $3 billion revolving credit facility to maintain liquidity and financial flexibility while funding immediate transformation costs. Your Board believes that over the long term, these bold decisions will enable GM to generate additional cash to fund reinvestment in higher-return growth opportunities, maintain a healthy balance sheet, and return additional cash to shareholders.

Reinvesting to Drive Growth and Returning Available Cash to Shareholders

Since 2011, GM has returned more than $25 billion to shareholders through dividends and share repurchases, while continuing to make investments in higher-return opportunities that have enhanced our ability to lead in the future of mobility and strengthened our core business. Key investments include GM’s 2016 decisions to invest in the ride-sharing company Lyft, Inc., (“Lyft”) and acquire Cruise Automation, Inc. The latter is now our subsidiary tasked with the development and commercialization of our AV technology. These strategic investments have been validated as our investment in Lyft has appreciated and Cruise has attracted $5 billion in external capital commitments.

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PROXY STATEMENT SUMMARY

Executive Compensation Highlights

We provide highlights of our compensation program below. Please review our Compensation Discussion and Analysis beginning on page 38 and the accompanying compensation tables beginning on page 58 of this Proxy Statement for a complete discussion of our compensation program.

COMPENSATION PROGRAM EVOLUTION THROUGH 2018Since 2014, we have taken significant action to simplify and align our compensation programs with shareholders interests by focusing our leaders on the key areas that both drive the business forward and align to the short-term and long-term interests of our shareholders.For short-term incentive compensation, we maintained focus on key financial measures and individual performance results for each NEO.For the long-term incentive compensation, we remained consistent with granting Stock Options and Performance Share Units for each NEO. Our Stock Options focus leaders on absolute stock price appreciation and PSUs measure our performance against other OEMs for ROIC-adjusted and TSR.For an in-depth discussion of how our compensation programs have evolved, including in response to active shareholder engagement, see Executive CompensationCompensation OverviewShareholder Engagement Initiatives on page ["] (PSUs) original equipment manufacturers Return on Invested Capital-adjusted Total Shareholders Return

Performance-Based Compensation Structure

CEO 2018 COMPENSATION STRUCTURE90% At-Risk Pay 10% Base 31% Short-Term Cash 21% STIP 69% Long-Term Equity Long-Term Equity PSU 75% Stock Options 25%AVERAGE NEO 2018 COMPENSATION STRUCTURE82% At-risk Pay 18% Base 41% Short-Term Cash 23% STIP 59% Long-Term Equity Long-Term Equity PSU 75% Stock Options 25%

2018 Summary Compensation Snapshot

Note: For additional information on the table above, please see the Summary Compensation Table in “Executive Compensation” on page 58.

PROXY STATEMENT SUMMARY

Environmental and Sustainability Performance

PROGRESS TOWARD OUR VISIONGM continues to work toward its vision of Zero Crashes. Zero Emissions. Zero Congestion. Were doing so through the integration of sustainability into every part of our business all under the purview of our Board of Directors Governance and Corporate Responsibility Committee whose members review progress at every Board meeting. 3.5XOur AVs drove 3.5 times more miles in 2018 than in 2017. That underscores the tremendous progress were making toward the commercial introduction of AVs a key part of our Zero Crashes vision. We also secured commitments for more than $5 billion of external investment in our AV subsidiary, Cruise Automation, demonstrating the level of confidence in our vision.MEMBER OF Dow Jones Sustainability Indices In Collaboration with RobecoSAM#1 GM ranks first on Equileaps 2018 Gender Equality in the Workplace. Among the reasons: We are one of just two global businesses that has pay equality in top, middle and bottom bands as well as no overall gender pay gap across the company.2 We introduced two new EVs in China, the worlds largest new energy vehicle market, this year; were committed to 20 new EVs by 2023. In the U.S., Cadillac will be our lead brand for electrification technologies, and 75% of our engineering force will be focused on clean energy technologies.1.4 MillionIn 2018, Maven electric drives saved 1.4 million gallons of gas. Our car-sharing platform is not only providing new approaches to personal mobility, but also helping to promote EVs by placing them in high-mileage, shared-use fleets.20%In 2018, 20% of our global electricity needs were met by renewable energy well on the way to our commitment of 100% by 2050.XX,000We continued to hire more than XX STEM positions in 2018 that equates to approximately one every 26 minutes, emphasizing our focus on attracting and retaining the top talent in the fields of connectivity, autonomous and artificial intelligence technologies. 43%Research by the The Insurance Institute for Highway Safety has found that GM vehicles with autobrake and forward collision warning were involved in 43% fewer crashes compared to the same vehicles without those features.1stWe are the first automotive company to commit to sourcing sustainable natural rubber for tires in order to mitigate deforestation and its effects on climate change. 20% Weve reduced our manufacturing carbon intensity since 2010 three years ahead of goal. the by 20%

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ITEM NO. 1 – ELECTION OF DIRECTORS

SUMMARYAt the 2019 Annual Meeting, 11 directors will be elected. The Governance Committee evaluated the nominees in accordance with the Committees charter and our Corporate Governance Guidelines and submitted the nominees to the full Board for approval. Other than Judith A. Miscik and Wesley G. Bush, all of the nominees were elected to the Board at the 2018 Annual Meeting. Ms. Miscik was elected to the Board effective October 8, 2018, and Mr. Bushs was elected to the Board effective February 11, 2019.

Overview of Your Board Nominees

Mary T. Barra Age: 57 Direct Since: 2014Theodore M. Solso Age: 72 Independent Director Since: 2012 Wesley G. Bush Age: 58 Independent Director Since: 2019 Joseph Jimenez Age: 59 Independent Director since: 2015 Thomas M. Schoewe Age: 66 Independent Director Since: 2011 Devin N. Wenig Age: 52 Independent Director Since: 2018Carol M. Stephenson Age: 68 Independent Director Since: 2009 Patricia F. Russo Age: 66 Independent Director Since: 2009 Judith A. Miscik Age: 61 Independent Director Since: 2018 Jane L Mendillo Age: 60 Independent Director Since: 2016Linda R. Gooden Age : 66 Independent Director Since: 2015 11 NOMINEES

ITEM NO. 1 – ELECTION OF DIRECTORS

GM HAS THE RIGHT BOARD AT THE RIGHT TIMEGM's long-term strategy is to strengthen its core business by deploying capital to higher-return opportunities and developing new technologies like EVs and AVs that will unlock our vision of Zero Crashes, Zero Emissions, and Zero Congestion while also driving cost efficiencies. Your Board believes that its nominees collectively possess the right mix of skills, qualifications, and experiences to protect shareholder interests and independently oversee management as it accelerates GMs strategic and cultural transformation, capitalizes on key opportunities, and addresses critical risks.Transforming Our Core Business: In November 2018, we announced plans to accelerate GM's transformation for the future, building on the comprehensive strategy the Company laid out in 2015 to strengthen its core business, capitalize on the future of personal mobility, and drive significant cost efficiencies. Management remains focused on strengthening GM's core business by delivering winning vehicles, building profitable adjacent businesses, making tough, strategic decisions, and continuing to target 10% core margins. Your Board has directors with established track records for strategic planning and successful business restructurings as CEOs and senior leaders of large, global public companies.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, connectivity, and ridesharing. GM's recent transformation actions are designed to provide the Company with the financial flexibility to invest in the future. Your Board has directors with extensive technology expertise gained from leading and serving in senior leadership roles at large technology 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 senior leaders. In 2018 and 2019, your Board added new directors with extensive manufacturing, geopolitical, and risk management expertise.Performance Throughout the Business Cycle: The automotive industry is cyclical. As our recent transformation actions demonstrate, we are serious about ensuring that GM is well-prepared to perform throughout the automotive business cycle. GM has taken decisive actions to 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 complex regulatory landscape with overlapping and sometimes conflicting federal, state, and international emissions, environmental, and safety regulations. In addition, as a leader in 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 companies in highly regulated industries, as well as directors with public policy expertise.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 GM brands and drive customer loyalty.Your Board is a strategic asset for GM and is driving effective oversight and execution of GM 's strategic plan and holding management accountable.

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ITEM NO. 1 – ELECTION OF DIRECTORS

Diversity of Skills, Qualifications, and Experience

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

SKILL/ QUALIFICATION

BARRA

SOLSO

BUSH

GOODEN

JIMENEZ

MENDILLO

MISCIK

RUSSO

SCHOEWE

STEPHENSON

WENIG

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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. Ensuring your Board is composed of 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 is critical to your Board and the Governance Committee. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs and the skills composition of your Board at any particular time. These dynamic priorities ensure 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 shown above 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.

SPOTLIGHT: RECENT BOARD SUCCESSION PLANNINGOver the past several years, your Board has worked hard to develop a succession plan that will serve the Company and its shareholders in preparation for the departures of Admiral Mullen and Mr. Mulva, who will not be standing for reelection at the Annual Meeting. Your Board consciously endeavored to replace departing directors with directors having comparable or additional skill sets. In addition, your Board also has decided to waive the retirement age for Tim Solso for one-year because we believe the new members of the Board and our shareholders will benefit from his continued leadership during this period of transformation. We also plan to refresh your Boards committee assignments in May 2019. For additional information, please see pages 25 to 27.

ITEM NO. 1 – ELECTION OF DIRECTORS

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. 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.

The Governance Committee will consider persons recommended by shareholders for election to the Board. 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.

TO RECOMMEND AN INDIVIDUAL FOR BOARD MEMBERSHIP, WRITE TO:GMs Corporate Secretary, at General Motors Company, Mail Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or by e-mail to shareholder.relations@gm.com.

1 Candidate Recommendations From search firms, directors, management, and shareholders 2 Governance Committee Considers detailed skills matrix and the current and future needs of the Board Screens qualifications and considers diversity Reviews independence and potential conflicts Interviews potential directors Recommends nominees to the Board 3 Board of Directors Evaluates candidates, analyzes independence and other issues, and selects nominees 4 Shareholders Vote on nominees at Annual Meeting NEW DIRECTORS 6 added in the past four years, bringing fresh perspectives to the Board Joseph Jimenez, Retired CEO, Novartis AG Linda Gooden, Retired Executive VP, Lockheed Martin Jane Mendillo, Retired President & CEO, Harvard Management Devin Wenig, President & CEO, eBay Jami Miscik, Vice Chairman & CEO, Kissinger Associates Wes Bush, Chairman, Northrop Grumman

Your Board’s Nominees for Director

Set forth below is important information about our director nominees. We believe each of your Board’s nominees is highly qualified with unique experiences that are particularly beneficial to GM.

The Board of Directors recommends a vote FOR each of the nominees below.

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ITEM NO. 1 – ELECTION OF DIRECTORS

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.
57 years old		72 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 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   Ad-Astra Rocket Company   Prior Public Company Directorships   Ashland Inc. (1999 to 2012) (Lead Director 2003 to 2010) and Ball Corporation (2003 to 2019) (Lead Director 2013 to 2019)   Prior Experience Mr. Solso served as Non-Executive Chairman of the GM Board of Directors from 2014 to 2016. He was Chairman and Chief Executive Officer of Cummins, Inc., 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 Independent 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 the U.S.-Brazil CEO Forum.

ITEM NO. 1 – ELECTION OF DIRECTORS

Wesley G. Bush		Linda R. Gooden
Chairman, Northrop Grumman Corporation		Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation
58 years old		66 years old
Director since: 2019		Director since: 2015
Committees   Executive Compensation, Finance   Current Public Company Directorships   Northrop Grumman Corporation (“Northrop Grumman”) and Dow Inc.   Prior Public Company Directorships   Norfolk Southern Corporation   Prior Experience In 2011, Mr. Bush was appointed Chairman of the Board of Directors of Northrop Grumman. He also served as the Chief Executive Officer 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. He is a member of the National Academy of Engineering.   Reasons for Nomination u  Strong track record of creating shareholder value in a complex manufacturing enterprise known for its advanced engineering and technology. u  Strong financial acumen, excellent strategic instincts, and an ability to think broadly about complex business issues. u  Valuable knowledge of key governance matters, including compensation, finance, risk management, and environment, health, and safety, gained as a director of Northrop Grumman and other large global public companies. u  Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.		Committees   Audit, Cybersecurity (Chair), Executive, Risk   Current Public Company Directorships   Automatic Data Processing, Inc., and The Home 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 & Global Solutions of Lockheed Martin Corporation (“Lockheed Martin”) from 2007 to 2013. She also 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 Nomination u  Significant senior leadership experience gained through various leadership positions at Lockheed Martin, including experience in technology, innovation, acquisitions, divestitures, business restructuring, and finance. u  Strong track record of identifying and mitigating enterprise risks in various senior leadership roles. 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 Martin. 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.

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ITEM NO. 1 – ELECTION OF DIRECTORS

Joseph Jimenez		Jane L. Mendillo
Retired Chief Executive Officer, Novartis AG		Retired President & Chief Executive Officer, Harvard Management Company
59 years old		60 years old
Director since: 2015		Director since: 2016
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 2018. 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 Procter & Gamble. 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.		Committees   Audit, Finance   Current Public Company Directorships   Lazard Ltd.   Prior Public Company Directorships   None   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 investment management positions, including in public and private equity markets and alternative asset investments. She also serves as a Trustee to the Old Mountain Private Trust Company and a member of the board and executive committee of the Berklee College of Music. She has also previously served as Chair of the investment committee of the Partners Healthcare System; a member of the investment committees at Yale University and the Rockefeller Foundation; and a member of the board of directors and investment committees of the Mellon Foundation and the Boston Foundation.   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.

ITEM NO. 1 – ELECTION OF DIRECTORS

Judith A. Miscik		Patricia F. Russo
Chief Executive Officer & Vice Chairman, Kissinger Associates, Inc.		Chairman, Hewlett Packard Enterprise Company
60 years old		66 years old
Director since: 2018		Director since: 2009
Committees   Audit, Risk   Current Public Company Directorships   Morgan Stanley   Prior Public Company Directorship   EMC Corporation (2012 to 2016) and Pivotal Software, Inc. (2014 to 2016)   Prior Experience In July 2017, Ms. Miscik was appointed as Chief Executive Officer 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 served at the Central Intelligence Agency (“CIA”) from 1983 to 2005, where she was the Deputy Director for Intelligence from 2002 to 2005.   Reasons for Nomination u  Extensive leadership experience gained as CEO of Kissinger Associates and as Deputy Director for Intelligence at the CIA. u  Valuable experience in assessing and mitigating geopolitical and macroeconomic risks in both public and private sector roles, which will provide significant insight into GM’s overall strategy, particularly as GM navigates critical international issues such as trade and global economic conditions. u  Unique and extensive background in intelligence, security, risk analysis, and mitigation, which will provide significant insight into the Board’s oversight of GM’s enterprise risk identification and mitigation processes. u  Valuable knowledge of key governance matters gained as a director of GM and another large global company.		Committees   Executive, Executive Compensation, Finance, Governance and Corporate Responsibility (Chair)   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 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 as a director of GM and other large global public companies.

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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, University of Western Ontario
66 years old		68 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 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; 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 of Wal-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 at Wal-Mart and Black & Decker. u  Valuable knowledge of key governance matters gained as a director of GM and 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 was 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 other large global public companies.

ITEM NO. 1 – ELECTION OF DIRECTORS

Devin N. Wenig
President & Chief Executive Officer, eBay Inc.
52 years old
Director since: 2018
Committees   Risk   Current Public Company Directorships   eBay Inc.   Prior Public Company Directorships   None   Prior Experience In July 2015, Mr. Wenig was appointed as President and Chief Executive Officer of eBay Inc. (“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 and as a director of eBay.

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ITEM NO. 1 – ELECTION OF DIRECTORS

Non-Employee Director Compensation

Our non-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 our non-employee directors is set by the Board at the recommendation of the Governance Committee.

The Governance Committee, which consists solely of independent directors, annually assesses the form and amount of non-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 42. Following its annual review of GM’s director compensation in December 2018, the Governance Committee recommended that the Board maintain the same structure and level of compensation and stock ownership requirements for 2019 as were in place in 2018.

During 2018, compensation for non-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 22.

ITEM NO. 1 – ELECTION OF DIRECTORS

Non-employee directors are required to defer at least 50% of their annual Board retainer ($142,500) 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 amounts payable (if any) for serving as 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.

Each DSU is equal in value to a 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:

Amount of compensation required or elected to be deferred each calendar year under the Director Compensation Plan / Average daily closing market price of our common stock for that calendar year = DSUs Granted

As outlined below, we provide certain additional benefits to non-employee directors.

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.

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ITEM NO. 1 – ELECTION OF DIRECTORS

This table shows the compensation that each non-employee director received for his or her 2018 Board and Committee service.

CORPORATE GOVERNANCE

Role of the Board of Directors

The Board is Actively Engaged in Shaping the Company's Purpose and Overseeing Strategy Every year, the Board holds a multi-day session devoted to debating, challenging, and validating management's strategic objectives, initiatives, and execution. During these discussions, directors engage in an active debate and dialogue, challenge and validate management's assumptions, and shape various aspects of management's strategy and execution. This annual strategy session is supplemented by frequent updates and discussions of GM's strategy throughout the year-at every Board meeting and between regularly scheduled sessions as may be necessary from time to time. Since the last annual meeting, these strategy discussions included review of the Company's recent transformation actions; Cadillac's future growth plans; performance and strategic opportunities in China; regulatory issues related to vehicle efficiency standards; the Company's electric vehicle execution strategy; and other issues critical to the future viability of the Company. Your Board also 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 investors through its robust Director-Shareholder Engagement Policy. For additional information on shareholder engagement, see page ["].

Board Size

Code of Business Conduct and Ethics: “Winning with Integrity”

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Corporate Governance Guidelines

Director Independence

Board Leadership Structure

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 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. For 2018, your Board unanimously voted to elect Ms. Barra as Chairman of the Board, and the independent directors unanimously voted to appoint Mr. Solso as the Independent Lead Director. 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 together with 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.

CORPORATE GOVERNANCE

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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 the Independent Lead Director, Mr. Solso, or the respective Committee Chair.

During executive sessions, the independent directors may review CEO performance, compensation, and succession planning; strategy; 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.

The non-management directors of the Board, all of whom are independent, met in executive session six times in 2018.

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 2018. Each Committee Chair meets regularly with management during the year to discuss Committee business, shape agendas, and facilitate efficient meetings. The Chairman, Ms. Barra, and the Independent Lead Director, Mr. Solso, attend 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 May 2019, we will refresh the Board’s Committee memberships and combine the Risk and the Cybersecurity Committees into a new Risk and Cybersecurity Committee. The new Committee memberships are described on pages 25 to 27.

CORPORATE GOVERNANCE

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Carol M. Stephenson,     Chair		Executive compensation Finance Members: Carol M. Stephenson (Chair), Wesley G. Bush, Joseph Jimenez, James J. Mulva, and Patricia F. Russo   Meetings held in 2018: 6				James J. Mulva,     Chair		Members: James J. Mulva (Chair), Wesley G. Bush, Jane L. Mendillo, Patricia F. Russo, and Thomas M. Schoewe   Meetings held in 2018: 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  Oversees compensation policies and practices so that the plans do not encourage unnecessary or excessive risks; and u  Oversees the Company’s compensation policies and practices that promote diversity and inclusion.   The Board has determined that all members of the 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.       Effective May 10, 2019, the Executive Compensation Committee members will be Ms. Stephenson (Chair), Ms. Russo, Mr. Jimenez, and Mr. Bush. RECENT ACTIVITIES AND KEY FOCUS AREASReviewed compensation programs to ensure the design supports the talent needs of the Company by attracting the talent needed for both today and in the future Supported key leadership changes to strengthen our core business and deliver on our vision of a future with Zero Crashes, Zero Emissions, and Zero Congestion Revised short-term incentive compensation considerations to better link safety performance and compensation Updated key governance documents, including the Companys Equity Grant Policy and the Committees Delegation of Authority to Management						Key Responsibilities u  Assists the Board in its oversight of financial policies, strategies, and capital structure; u  Reviews the Company’s cash management policies and proposed capital plans, capital expenditures, dividend actions, stock repurchases, issuances of debt or equity securities, and credit facility and other borrowings; u  Reviews any significant financial exposures and contingent liabilities of the Company, 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.       Effective May 10, 2019, the Finance Committee members will be Mr. Jimenez (Chair), Ms. Mendillo, Mr. Schoewe, Ms. Russo, and Mr. Bush. RECENT ACTIVITIES AND KEY FOCUS AREASContinued to oversee GMs disciplined Capital Allocation Strategy Maintained focus on macroeconomic factors affecting the Companys performance and results of operations Monitored efforts to deliver world-class cost performance following efforts to create structural cost savings and increased focus on cash flow Oversaw GM Financials continued execution of its full captive strategy

CORPORATE GOVERNANCE

Patricia F. Russo,     Chair		Governance and corporate responsibility risk Members: Patricia F. Russo (Chair), Joseph Jimenez, and Carol M. Stephenson   Meetings held in 2018: 4				Admiral Michael G. Mullen, Chair		Members: Michael G. Mullen (Chair), Linda R. Gooden, Judith A. Miscik, James J. Mulva, Thomas M. Schoewe, and Devin N. Wenig   Meetings held in 2018: 4
Key Responsibilities u  Reviews the Company’s corporate governance framework, including all significant governance policies and procedures; u  Oversees Company policies and strategies related to corporate responsibility, sustainability, and political contributions and lobbying activities; u  Reviews the appropriate composition of the Board and recommends director nominees; u  Oversees the self-evaluation process of the Board and Committees; u  Recommends compensation of non-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 Continued Board succession planning and refreshment with the recruitment of Judith A. Miscik and Wesley G. Bush Managed Director-Shareholder Engagement Policy, which facilitated important feedback to the Board Maintained focus on ESG strategy to improve GMs third-party rankings and performance Expanded oversight of lobbying activities as part of the annual review of U.S. political expenditures     Effective May 10, 2019, the Governance and Corporate Responsibility Committee members will be Ms. Russo (Chair), Ms. Mendillo, Mr. Solso, and Ms. Stephenson.						Key Responsibilities u  Assists the Board in its oversight of the Company’s risk management framework and practices; u  Reviews the Company’s risk culture, including open risk discussions and the integration of risk management into the Company’s behaviors, decision making, and processes; 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; u  Reviews the impact of the Company’s programs and practices regarding vehicle and workplace safety; and u  Reviews risks related to the Company’s public policy positions in the U.S. and internationally.     RECENT ACTIVITIES AND KEY FOCUS AREAS Reviewed efforts to develop a stronger, more effective, enterprisewide workplace safety culture Conducted review of key strategic and business risks, including trade, labor asset sustainment, vehicle safety, and others Evaluated key public policy, geopolitical, and region-specific risks (including Korea and China) and reviewed mitigating actions taken by management Reviewed results of the annual enterprise risk assessment, including determination of enterprise risk focus for 2019     Effective May 10, 2019, the Risk Committee and the Cybersecurity Committee will be combined into the new Risk and Cybersecurity Committee and the members will be Ms. Gooden (Chair), Mr. Jimenez, Ms. Miscik, Mr. Schoewe, and Mr. Wenig.

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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 2018, your Board held a total of 10 meetings, and average director attendance at Board and Committee meetings was 96%. Each director standing for re-election attended at least 75% of the total meetings of the Board and Committees on which he or she served in 2018. 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 2018 Annual Meeting.

Board and Committee Oversight of Risk

BOARD OF DIRECTORSO versight and monitoring of GMs significant risks AUDIT COMMITTEE COMPENSATION COMMITTEE CYBERSECURITY COMMITTEE FINANCE COMMITTEE GOVERNANCE COMMITTEE RISK COMMITTEE MANAGEMENT Identification, assessment, and mitigation of risks across GM

Your Board has the overall responsibility for risk oversight, with a focus on the most significant risks facing the Company. At GM, effective risk management is everyone’s responsibility, with the tone established by Ms. Barra, our CEO and 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 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. An annual risk assessment to prioritize the most significant enterprise risks to GM is reviewed with the Risk Committee and serves to guide the focus and selection of risks that are brought to the Risk Committee for review or covered by the full Board or Committees. Your Board discharges its risk oversight responsibilities both as a whole and through delegation to its 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 Strategic Risk Management, Compliance, and GM Audit Service teams play a key role in setting GM’s risk management guidelines, providing a consistent approach to risk and controls and independent assurance, which assists the Risk, Audit, and Cybersecurity Committees in fulfilling their oversight obligations.

The Chair of the Risk Committee coordinates with the Chairs of the other Board Committees in their review of the Company’s 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 responsibilities. Each of the other Committees, which meet regularly and report back to the Board, is responsible for oversight of risk management practices for categories of risks relevant to the subject matter of such Committee.

CORPORATE GOVERNANCE

This structure allows the Company to pursue its risk management vision of:

As part of the risk management process, each of the Company’s business units and functions is responsible for identifying key risks that could affect the achievement of business goals and strategies or impact our customers or the environment, for assessing and prioritizing the risks, and for proposing actions to be taken to manage and mitigate such risks, as appropriate. In 2018, the Company launched a new forum, which includes the CEO and CFO, to encourage and monitor risk at a business and functional level. Each business unit and functional head reports on various risk management issues, including the integration of risk management practices into its area of responsibility, key risks to its business area, and any emerging risks. By the end of 2019, each of the Company’s business units and functions will have conducted such a review. Highlights of these reviews are provided to the Risk Committee on a quarterly basis.

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 program. In addition, strong independent directors chair each of the Committees involved in risk oversight, and all directors are involved in the risk assessment and ongoing risk reviews.

People Development

Your Board believes that one of its primary responsibilities is to oversee the development of executive-level talent to successfully execute GM’s strategy. Management succession is regularly discussed by the directors with the CEO and during the Board’s executive sessions. The Board reviews candidates for all senior executive positions to confirm that qualified and diverse successor-candidates are available for all positions and that development plans are being utilized to strengthen the skills and qualifications of successor-candidates.

The Board’s investment in people development does not stop with management succession planning. It actively takes an interest in making sure all employees are fully engaged and realizing their potential. To accomplish this, the Board annually reviews the diversity pipeline at all levels of the Company and receives an update on various hiring initiatives for diversity groups supported by the Company. At this time, the Board believes it has a deep and diverse talent pipeline from which to promote employees at all levels of the Company.

Since 2012, another tool the Board has used to monitor people development is review of results from the Company’s salaried and hourly Workplace of Choice survey. This provides the Board with feedback and enables it to hold leaders accountable for developing talent and maintaining a winning culture.

The Board also believes that visits to Company facilities enable it to judge the Company’s cultural journey first-hand. For example, within the past year, the Board has visited the Company’s Global Propulsion Engineering Center, its Performance and Racing Center, its Research and Development laboratories, and its autonomous vehicle subsidiary, Cruise. These experiences enable the Board to judge whether the Company is adopting business practices that create the engaged and stable workforce that is needed to create competitive advantage.

CEO Succession Planning

Our Independent Lead Director oversees the process for CEO succession 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.

Board and Committee Evaluations

The Board and each Committee conduct 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

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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 both the Board and all Committees) and each other Committee (as it relates to such Committee). Following review and discussion by the Committees, the Chairman and the Chair of the Governance Committee summarize the results of the evaluations and report to the full Board for discussion and any action items. In addition, the Chairman and, if applicable, the Independent Lead Director provide feedback from the individual director interviews to the full Board.

Matters considered in evaluations include the following:

Annual Evaluation of CEO

The CEO reports annually to the Board regarding achievement of previously established goals and objectives. The non-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; accomplishment of ongoing initiatives in furtherance of the Company’s long-term strategic 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 “Executive Compensation” on page 37.

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 the preparation of GM-specific and other background materials and meetings with senior management. The orientation also includes tours of one or more GM plants, a visit to the Design Studio at the Warren Technical Center, dealer visits, and/or attendance at auto show events. The orientation enables new directors to become familiar with the Company’s business and strategic plans; significant financial matters; core values, including ethics, compliance programs, and 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.

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.

CORPORATE GOVERNANCE

Director Service on Other Public Company Boards

The Board recognizes that service on other public company boards provides 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 an invitation to serve on another board of directors or any audit committee of another public company board. This provides an opportunity 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, could 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:

In general, senior members of management may not serve on the board of more than one other public company or for-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.

Compensation Committee Interlocks and Insider Participation

Mses. Stephenson and Russo and Messrs. Bush, Jimenez, and Mulva served on the Compensation Committee in 2018. During 2018 and 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 of Directors.

Shareholder Engagement

A priority for the Board is to meet with and hear from shareholders. Your Board and management regularly engage with shareholders in a variety of forums – from in-person and telephonic meetings to investor events and industry conferences. This dialogue helps the Board and management gain feedback on a variety of topics, including strategic and financial performance, operations, products, executive compensation, Board composition, and leadership structure, as well as on 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.

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Shareholder Protections

Your Board is committed to governance structures and practices that protect shareholder value and important shareholder rights. Our Governance Committee regularly reviews these structures and practices, which include the following:

CORPORATE GOVERNANCE

Corporate Political Contributions and Lobbying Expenditures

We participate in the political process to help shape public policy and address legislation that impacts GM, our industry, and our shareholders. GM has a history of supporting and will continue to support public policies that work to drive or are necessary to further 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 Political Contributions Policy and the other policies and procedures of the Company guide GM’s approach to political contributions.

In addition, as specified in its charter, the Governance Committee oversees this 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 (“GM PAC”) 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.

Certain Relationships and Related Party Transactions

Our code of business conduct and ethics, “Winning with Integrity,” 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.” 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.

For purposes of our Related Party Transactions Policy, a related party transaction includes transactions in which our Company 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.

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CORPORATE GOVERNANCE

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, 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 disclose all related party transactions annually in our Proxy Statement.

The son of Craig Glidden, Executive Vice President and General Counsel, is employed by the Company in a non-executive position and in 2018 received compensation of $248,767 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 son’s employment with GM were approved by the Governance and Corporate Responsibility Committee pursuant to the Company’s Related Party Transactions Policy.

In the first quarter of 2018, we repurchased 2,518,257 shares of our common stock from the UAW Retiree Medical Benefits 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 to our previously authorized stock repurchase program and was approved by the Board pursuant to the Company’s Related Party Transactions Policy.

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 of GM’s issued and outstanding common stock by (i) each of our directors and NEOs, and all directors and executive officers as a group, each as of April 1, 2019, 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 footnotes. All directors and officers have sole voting and dispositive power over the shares.