Stockholders overwhelming endorsed the strategy of management and their performance at the General Motors 2024 annual meetings of shareholders this week. Mary Barra, Chair and CEO firmly, but politely explained the operating philosophy in the face of opposition to addressing climate change with electric vehicles at the center of the product lineup and ongoing moves to increase profitability. About 960 million GM shares constituting 84% of GM’s outstanding common stock were represented at the meeting in-person or by proxy before online voting commenced. Moreover, each of the Board nominees joined the meeting. Also attending were members of GM’s senior leadership team, representatives of GM’s independent auditor, Ernst & Young, LLP, and Peter Descovich of Broadridge Financial Solutions who served as the Inspector of Elections.
The first item of business was the election of 12 directors Each year the shareholders elect directors to serve for the coming year until their successors are elected.* The vote tally was based on the preliminary report provided by the Inspector of Elections, for the first item of business, the election of directors, all of the company’s director nominees were elected. Directors received on average a favorable vote of 97% of the votes cast (it will be official with exact numbers when an SEC filing is made on 15 April.) More importantly in AutoInformed’s opinion is that all dissident shareholder proposals following that the Board recommended a vote against were soundly defeated.
Remaining Six Business Items from the Proxy in Order
For the second item of business, ratification of the Audit Committee’s selection of Ernst & Young as the company’s independent registered public accounting firm for 2024, the proposal was approved by 99% of the votes cast. Okay this is routine.
For the third item of business, an advisory vote on the compensation of the named executive officers identified in the Company’s Proxy Statement, the proposal is approved by 58% of the votes cast. Here executive compensation and the uneven distribution of corporate earnings is not only an ongoing industry-wide issue, but a larger one across the United States.
Item four was a shareholder proposal requesting a report on the use of child labor in connection with electric vehicles. Mr. Steve Milloy presented what follows (edited and condensed for clarity – AutoCrat) :
“Good morning shareholders, my name is Steve Milloy. Last year GM lost two-and-a-half billion dollar on its EV business. As bad as that is, it’s not close to being the worst part. The money losing EV business depends on African child labor in the Congo. As many as 40,000 poor children work in mines where every day they go to dangerous below ground cave to mine for cobalt by hand. If they survive they send the cobalt to whatever the local Chinese buyers decide to pay. The cobalt is sent to communist China where it’s processed for the batteries that go into the EVs that are the multi-billion dollar losing business for GM. And GM does not deny that child slave labor is involved in it, it white washes. You will undoubtedly hear GM say it has a zero tolerance policy and GM signs agreements not to use child slave labor, and GM belongs NGO and trade associations supposedly making sure there is no child labor. GM will say they’re being transparent. While policies may be in place they are all talk and that talk is cheap and false…. It remains cobalt and child slave laborer is part and parcel of every EV sold by GM and they are doing nothing about it except exploiting it.
“The zero tolerance – novelist Joseph Conrad had it right, the Congo is the heart of darkness. Neither GM nor any other western company or NGO has any control over what happens in the Congo. Thanks to the corrupt government and communist Chinese overlords, western standards of decency and humanity have no place. Cobalt mines use child slaves. We’ve all heard of blood diamonds, EVs are blood batteries. Adding shareholder insult to these crimes against humanity recall that GM is losing billions of dollars selling EVs made with blood batteries.
It’s no wonder GM isn’t having this shareholder meeting in-person, embarrassed CEO Mary Barra and the board of directors would be forced to respond to this statement in-person in real time and with a shareholder staring at her in disbelief. We are asking GM to honestly report to shareholders on the extent to which its EV business depends on child slave labor. We expect the answer to be hundred percent reliance, which would be more honest than the fake zero tolerance policy. Vote yes on item number four. Thanks for listening.”
Well – guess what – Barra did respond without Milloy’s gratuitous insults. Here’s an edited version:
“We remain on track to achieve variable profit for our EVs in the second half of this year and continue to target low to margins in our EV portfolios by 2025, including the benefits of the clean energy tax credits.
“Other shareholder proposals focus on EV supply chain policies and practices. GM follows sustainable and ethical practices throughout our entire global supply chain as we advance our strategy to make all electric zero emission vehicles more accessible and affordable for everyone. And we can’t do it alone. That’s why our sustainability strategy prioritizes the development of a secure, resilient manufacturing and supply chain ecosystem in North America for EV growth. We started with investments in our own EV manufacturing and then worked back through the entire supply chain from raw materials to processing and components.
“GM and supplier investments are creating jobs across the U.S. and Canada and are direct investments in key area like Lithium mining and cathode material production will provide us with significant off take and favorable commercial terms. These initiatives are critical to reducing risk and fostering innovation.
“And they benefit consumers as well. For example, all of our EVs currently qualify for the full $7500 clean energy consumer purchase tax credit. This is not just good policy. It’s good for business, good for the company, for employees, and for recruiting and retaining the best people – people who will help us achieve our vision.
“I invite you to read our 2023 sustainability report to learn more about the progress we’ve made last year in advancing our EV programs and enhancing the sustainability of our supply chain. I recognize balancing the issues addressed in our Proxy Statement is complicated and requires we all work together. I have asked our investor relations legal and sustainability teams to maintain their regular dialogue so we can resolve issues together and find common ground.
“I will conclude my remarks by reiterating what I said at the start. Executing our transformative agenda takes experience, skill and collaboration, both at the company and Board level. I am confident that we have the right team and the right strategy to drive significant opportunity for you, our shareholders.,” Barra said. Item Four was defeated.
Item Five
Was a shareholder proposal requesting the company eliminate EV Targets from Incentive Compensation. Luke Perlot provided prerecorded remarks which were played in their entirety, Here’s a brief summary from what in AutoInformed’s view is a climate change denier. Here’s some threads from his threadbare remarks.
“My name is Luke Perlot and I am presenting proposal number five for the National Legal and Policy Center** [ a 501 non-profit group that monitors and reports on the ethics of public officials, supporters of liberal causes, and labor unions. – AutoCrat] General Motors is a storied auto maker with legacy of leading the automotive industry in innovation and market presence. However, under the leadership of CEO Mary Barra, the current executive compensation framework which heavily incentivizes electric vehicle production is misaligned with the market realities of electric vehicles in the best interest of GM shareholders.
“Mary Barra has championed a climate policy based on the so-called scientific consensus, this popular narrative suggests that there will be imminent catastrophic effects to the environment and to humans from carbon emissions until drastic changes are made, such as a wholesale shift to electric vehicles. However, this narrative has become highly contested. Such dire predictions have failed to materialize in the models predicting future climate scenarios significantly overestimate the impact of carbon emissions.
“Furthermore, the push towards electric vehicles comes with substantial economic, logical and ethical concerns, logistical concerns. GM to heavily invest in EVs influenced by pay incentives that may not align with economic demand or viability. Over five thousand auto dealers signed alert warning there is little demand for electric vehicles. Moreover, forecast for GM’s EV division do not show positive pretax earnings until potentially 2025. [May was GM’s best month ever for EV sales in North America – AutoCrat]
“Further, GM has indicated that the push to grow its EV program is driven by the subsidies included in the controversial Inflation Reduction Act, yet these subsidies may be repealed under a new government in 2025. GM’s focus should be maximized by shareholder value. Not by chasing subsidies for unprofitable ventures. Additionally, the production of electric vehicles heavily relies on rare earth elements which are predominantly mined and processed in regions with lacked environmental regulations and significant human rights abuses. The extraction of these elements often results in severe ecological degradation, including soil contamination, water pollution, and deforestation, as well as health problems for the local communities. Moreover, the global supply chain for these elements is fraught with ethical challenges, the use of forced labor. And lastly, rare earth elements are almost exclusively processed in China, a geopolitical adversary of the United States.
“Despite the many issues with electric vehicles Mary Barra and the rest of GM’s executive team have continued to pivot the company’s resources towards this unprofitable endeavor. The company’s misguided executive incentives may be partially to blame and they should be reevaluated. Thus we urge our fellow shareholders to vote for item number five,” said Perlot. Item Five was defeated.
Item Six
Item six was a shareholder proposal requesting report on the company’s use of deep-sea mined minerals in its production and supply chain. Elizabeth Levy said the following: “We know more about the surface of mars than we do about the bottom of the ocean. Even so, a new industry is moving forward to exploit the deep sea. We believe this industry poses risks to GM now and into the future. Deep sea mining is the process of dredging the ocean floor to extract battery-related minerals. It will indiscriminately destroy habitats that will obliterate life in its path and has the potential to wipe out entire species. Deep sea ecosystems are slow growing and fragile with little to know ability to recover from outside disturbance….
“GM failed to take a clear stand on deep sea mining. In May GM released annual sustainability reports which states the company supports the creation of a single common standard for deep sea extraction and is working with respected third-parties to make science-based evaluations. This not only falls short of GM’s competitors’ commitments to a deep sea mining moratorium but falls short of GM’s own Proxy Statement in opposition to this proposal. There GM is unequivocal in its statement that given the scientific uncertainty to date, GM has not invested in deep sea mineral extraction and that it does not currently use or have plans to use deep sea minerals in its supply chain unless and until sustainable third-party standards are developed. Publishing a similar policy in GM’s sustainability report will clarify expectations and reduce reputational harm to the company, assuring customers and investors that it will indeed wait until science shows deep sea mining activities will not cause significant or irreparable damage.
“GM public stance on deep sea mining matters. Given GM is the largest U.S. auto maker the company’s failure to establish a position could drive investment in this controversial industry. Conversely, a clear stance restricting its use of deep sea minerals could drive innovation in battery mineral tech, recycling and circulator. With these technologies even the most ambitious future EV use scenarios could be met without harming the deep sea,” said Levy.
Item Six Note: GM does not currently utilize deep-sea extraction in its supply chain.
“GM believes more must be done to build sustainable EV and battery supply chains and increase our chances of success in an increasingly complex geopolitical environment. The continued growth in EV adoption has and will continue to drive significant demand for battery raw materials – and in light of consumer and regulatory pressure to make the EV transition happen as fast as possible, we believe it is important to conduct responsible due diligence on alternative value chains to determine if they are viable. Given the scientific uncertainty, to date, GM has not invested in deep-sea mineral extraction, and we do not currently use – or have plans to use – deep-sea minerals in our supply chain. However, we are following the efforts of respected third parties who are making science-based evaluations in an effort to establish criteria for if and how deep-sea minerals may be extracted sustainably and responsibly in the future. The Company engages regularly with relevant industry organizations and other stakeholders and will continue our deliberative cross-functional evaluation of all new technologies, including deep-sea mineral extraction.” Item Six was defeated.
*2024 nominees: Mary Barra, chair and chief executive officer of General Motors. Pat Russo, chair of Hewlett Packard enterprise and our independent lead director, Wes Bush retired chairman of Northrop Grumman. Joanne Crevoiserat, chief executive officer of tapestry, Inc., Linda Gooden, retired Executive Vice President of Lockheed Martin, Joe Jimenez, Aditum Bio, Jonathan Mckneel cofounder and chief executive officer of DVx Ventures, Jami Miscik, senior advisor of Lazard Geopolitical Advisory, Tom Schoewe, retired Executive Vice President and CFO of Wal-Mart, Mark Tatum Deputy Commissioner and Chief Operating Officer of the NBA, January tie Vice Admiral, U.S. Navy and — your Board recommends a vote for each of the director nominees.
** National Legal and Policy Center in its words: “NLPC was founded in late 1991 following the release of the Senate Ethics Committee report whitewashing the Keating Five. The report made reference to the Code of Ethics for Government, but not by name, presumably for fear of giving it greater standing. NLPC was founded to promote ethics, and to give the Code the visibility it deserves. The author of the Code is Sen. Paul Douglas (D-IL) who served from 1948 to 1964. A “Sense of Congress” resolution that passed on July 11, 1958, urged adherence to the Code by all government officials.
GM Annual Meeting Vote Strongly Endorses Board’s Strategy
Stockholders overwhelming endorsed the strategy of management and their performance at the General Motors 2024 annual meetings of shareholders this week. Mary Barra, Chair and CEO firmly, but politely explained the operating philosophy in the face of opposition to addressing climate change with electric vehicles at the center of the product lineup and ongoing moves to increase profitability. About 960 million GM shares constituting 84% of GM’s outstanding common stock were represented at the meeting in-person or by proxy before online voting commenced. Moreover, each of the Board nominees joined the meeting. Also attending were members of GM’s senior leadership team, representatives of GM’s independent auditor, Ernst & Young, LLP, and Peter Descovich of Broadridge Financial Solutions who served as the Inspector of Elections.
The first item of business was the election of 12 directors Each year the shareholders elect directors to serve for the coming year until their successors are elected.* The vote tally was based on the preliminary report provided by the Inspector of Elections, for the first item of business, the election of directors, all of the company’s director nominees were elected. Directors received on average a favorable vote of 97% of the votes cast (it will be official with exact numbers when an SEC filing is made on 15 April.) More importantly in AutoInformed’s opinion is that all dissident shareholder proposals following that the Board recommended a vote against were soundly defeated.
Remaining Six Business Items from the Proxy in Order
For the second item of business, ratification of the Audit Committee’s selection of Ernst & Young as the company’s independent registered public accounting firm for 2024, the proposal was approved by 99% of the votes cast. Okay this is routine.
For the third item of business, an advisory vote on the compensation of the named executive officers identified in the Company’s Proxy Statement, the proposal is approved by 58% of the votes cast. Here executive compensation and the uneven distribution of corporate earnings is not only an ongoing industry-wide issue, but a larger one across the United States.
Item four was a shareholder proposal requesting a report on the use of child labor in connection with electric vehicles. Mr. Steve Milloy presented what follows (edited and condensed for clarity – AutoCrat) :
“Good morning shareholders, my name is Steve Milloy. Last year GM lost two-and-a-half billion dollar on its EV business. As bad as that is, it’s not close to being the worst part. The money losing EV business depends on African child labor in the Congo. As many as 40,000 poor children work in mines where every day they go to dangerous below ground cave to mine for cobalt by hand. If they survive they send the cobalt to whatever the local Chinese buyers decide to pay. The cobalt is sent to communist China where it’s processed for the batteries that go into the EVs that are the multi-billion dollar losing business for GM. And GM does not deny that child slave labor is involved in it, it white washes. You will undoubtedly hear GM say it has a zero tolerance policy and GM signs agreements not to use child slave labor, and GM belongs NGO and trade associations supposedly making sure there is no child labor. GM will say they’re being transparent. While policies may be in place they are all talk and that talk is cheap and false…. It remains cobalt and child slave laborer is part and parcel of every EV sold by GM and they are doing nothing about it except exploiting it.
“The zero tolerance – novelist Joseph Conrad had it right, the Congo is the heart of darkness. Neither GM nor any other western company or NGO has any control over what happens in the Congo. Thanks to the corrupt government and communist Chinese overlords, western standards of decency and humanity have no place. Cobalt mines use child slaves. We’ve all heard of blood diamonds, EVs are blood batteries. Adding shareholder insult to these crimes against humanity recall that GM is losing billions of dollars selling EVs made with blood batteries.
It’s no wonder GM isn’t having this shareholder meeting in-person, embarrassed CEO Mary Barra and the board of directors would be forced to respond to this statement in-person in real time and with a shareholder staring at her in disbelief. We are asking GM to honestly report to shareholders on the extent to which its EV business depends on child slave labor. We expect the answer to be hundred percent reliance, which would be more honest than the fake zero tolerance policy. Vote yes on item number four. Thanks for listening.”
Well – guess what – Barra did respond without Milloy’s gratuitous insults. Here’s an edited version:
“We remain on track to achieve variable profit for our EVs in the second half of this year and continue to target low to margins in our EV portfolios by 2025, including the benefits of the clean energy tax credits.
“Other shareholder proposals focus on EV supply chain policies and practices. GM follows sustainable and ethical practices throughout our entire global supply chain as we advance our strategy to make all electric zero emission vehicles more accessible and affordable for everyone. And we can’t do it alone. That’s why our sustainability strategy prioritizes the development of a secure, resilient manufacturing and supply chain ecosystem in North America for EV growth. We started with investments in our own EV manufacturing and then worked back through the entire supply chain from raw materials to processing and components.
“GM and supplier investments are creating jobs across the U.S. and Canada and are direct investments in key area like Lithium mining and cathode material production will provide us with significant off take and favorable commercial terms. These initiatives are critical to reducing risk and fostering innovation.
“And they benefit consumers as well. For example, all of our EVs currently qualify for the full $7500 clean energy consumer purchase tax credit. This is not just good policy. It’s good for business, good for the company, for employees, and for recruiting and retaining the best people – people who will help us achieve our vision.
“I invite you to read our 2023 sustainability report to learn more about the progress we’ve made last year in advancing our EV programs and enhancing the sustainability of our supply chain. I recognize balancing the issues addressed in our Proxy Statement is complicated and requires we all work together. I have asked our investor relations legal and sustainability teams to maintain their regular dialogue so we can resolve issues together and find common ground.
“I will conclude my remarks by reiterating what I said at the start. Executing our transformative agenda takes experience, skill and collaboration, both at the company and Board level. I am confident that we have the right team and the right strategy to drive significant opportunity for you, our shareholders.,” Barra said. Item Four was defeated.
Item Five
Was a shareholder proposal requesting the company eliminate EV Targets from Incentive Compensation. Luke Perlot provided prerecorded remarks which were played in their entirety, Here’s a brief summary from what in AutoInformed’s view is a climate change denier. Here’s some threads from his threadbare remarks.
“My name is Luke Perlot and I am presenting proposal number five for the National Legal and Policy Center** [ a 501 non-profit group that monitors and reports on the ethics of public officials, supporters of liberal causes, and labor unions. – AutoCrat] General Motors is a storied auto maker with legacy of leading the automotive industry in innovation and market presence. However, under the leadership of CEO Mary Barra, the current executive compensation framework which heavily incentivizes electric vehicle production is misaligned with the market realities of electric vehicles in the best interest of GM shareholders.
“Mary Barra has championed a climate policy based on the so-called scientific consensus, this popular narrative suggests that there will be imminent catastrophic effects to the environment and to humans from carbon emissions until drastic changes are made, such as a wholesale shift to electric vehicles. However, this narrative has become highly contested. Such dire predictions have failed to materialize in the models predicting future climate scenarios significantly overestimate the impact of carbon emissions.
“Furthermore, the push towards electric vehicles comes with substantial economic, logical and ethical concerns, logistical concerns. GM to heavily invest in EVs influenced by pay incentives that may not align with economic demand or viability. Over five thousand auto dealers signed alert warning there is little demand for electric vehicles. Moreover, forecast for GM’s EV division do not show positive pretax earnings until potentially 2025. [May was GM’s best month ever for EV sales in North America – AutoCrat]
“Further, GM has indicated that the push to grow its EV program is driven by the subsidies included in the controversial Inflation Reduction Act, yet these subsidies may be repealed under a new government in 2025. GM’s focus should be maximized by shareholder value. Not by chasing subsidies for unprofitable ventures. Additionally, the production of electric vehicles heavily relies on rare earth elements which are predominantly mined and processed in regions with lacked environmental regulations and significant human rights abuses. The extraction of these elements often results in severe ecological degradation, including soil contamination, water pollution, and deforestation, as well as health problems for the local communities. Moreover, the global supply chain for these elements is fraught with ethical challenges, the use of forced labor. And lastly, rare earth elements are almost exclusively processed in China, a geopolitical adversary of the United States.
“Despite the many issues with electric vehicles Mary Barra and the rest of GM’s executive team have continued to pivot the company’s resources towards this unprofitable endeavor. The company’s misguided executive incentives may be partially to blame and they should be reevaluated. Thus we urge our fellow shareholders to vote for item number five,” said Perlot. Item Five was defeated.
Item Six
Item six was a shareholder proposal requesting report on the company’s use of deep-sea mined minerals in its production and supply chain. Elizabeth Levy said the following: “We know more about the surface of mars than we do about the bottom of the ocean. Even so, a new industry is moving forward to exploit the deep sea. We believe this industry poses risks to GM now and into the future. Deep sea mining is the process of dredging the ocean floor to extract battery-related minerals. It will indiscriminately destroy habitats that will obliterate life in its path and has the potential to wipe out entire species. Deep sea ecosystems are slow growing and fragile with little to know ability to recover from outside disturbance….
“GM failed to take a clear stand on deep sea mining. In May GM released annual sustainability reports which states the company supports the creation of a single common standard for deep sea extraction and is working with respected third-parties to make science-based evaluations. This not only falls short of GM’s competitors’ commitments to a deep sea mining moratorium but falls short of GM’s own Proxy Statement in opposition to this proposal. There GM is unequivocal in its statement that given the scientific uncertainty to date, GM has not invested in deep sea mineral extraction and that it does not currently use or have plans to use deep sea minerals in its supply chain unless and until sustainable third-party standards are developed. Publishing a similar policy in GM’s sustainability report will clarify expectations and reduce reputational harm to the company, assuring customers and investors that it will indeed wait until science shows deep sea mining activities will not cause significant or irreparable damage.
“GM public stance on deep sea mining matters. Given GM is the largest U.S. auto maker the company’s failure to establish a position could drive investment in this controversial industry. Conversely, a clear stance restricting its use of deep sea minerals could drive innovation in battery mineral tech, recycling and circulator. With these technologies even the most ambitious future EV use scenarios could be met without harming the deep sea,” said Levy.
Item Six Note: GM does not currently utilize deep-sea extraction in its supply chain.
“GM believes more must be done to build sustainable EV and battery supply chains and increase our chances of success in an increasingly complex geopolitical environment. The continued growth in EV adoption has and will continue to drive significant demand for battery raw materials – and in light of consumer and regulatory pressure to make the EV transition happen as fast as possible, we believe it is important to conduct responsible due diligence on alternative value chains to determine if they are viable. Given the scientific uncertainty, to date, GM has not invested in deep-sea mineral extraction, and we do not currently use – or have plans to use – deep-sea minerals in our supply chain. However, we are following the efforts of respected third parties who are making science-based evaluations in an effort to establish criteria for if and how deep-sea minerals may be extracted sustainably and responsibly in the future. The Company engages regularly with relevant industry organizations and other stakeholders and will continue our deliberative cross-functional evaluation of all new technologies, including deep-sea mineral extraction.” Item Six was defeated.
*2024 nominees: Mary Barra, chair and chief executive officer of General Motors. Pat Russo, chair of Hewlett Packard enterprise and our independent lead director, Wes Bush retired chairman of Northrop Grumman. Joanne Crevoiserat, chief executive officer of tapestry, Inc., Linda Gooden, retired Executive Vice President of Lockheed Martin, Joe Jimenez, Aditum Bio, Jonathan Mckneel cofounder and chief executive officer of DVx Ventures, Jami Miscik, senior advisor of Lazard Geopolitical Advisory, Tom Schoewe, retired Executive Vice President and CFO of Wal-Mart, Mark Tatum Deputy Commissioner and Chief Operating Officer of the NBA, January tie Vice Admiral, U.S. Navy and — your Board recommends a vote for each of the director nominees.
** National Legal and Policy Center in its words: “NLPC was founded in late 1991 following the release of the Senate Ethics Committee report whitewashing the Keating Five. The report made reference to the Code of Ethics for Government, but not by name, presumably for fear of giving it greater standing. NLPC was founded to promote ethics, and to give the Code the visibility it deserves. The author of the Code is Sen. Paul Douglas (D-IL) who served from 1948 to 1964. A “Sense of Congress” resolution that passed on July 11, 1958, urged adherence to the Code by all government officials.