General Motors Company · NYSE:GM
General Motors — Proxy Contest (May 2017)
12 slides from General Motors's proxy contest presentation, May 4, 2017
Slide 1: GM's Response to Greenlight's Letter May 4, 2017
GM’s Response to Greenlight’s Letter May 4, 2017
Slide 2: GM Presented Greenlight's Idea to the Rating Agencies Fully and Fairly
GM Presented Greenlight’s Idea to the Rating Agencies Fully and Fairly Rating agencies have a thorough and complete understanding of Greenlight’s proposal, and their views are unchanged and consistent No-Names Discussions (November 2016) GM advisors discussed potential impact on industrial investmen
Slide 3: GM Has Been Transparent with Greenlight on Interactions with Rating Agencies
GM Has Been Transparent with Greenlight on Interactions with Rating Agencies Over the course of a 7-month evaluation, GM has shared with Greenlight its findings regarding the impact of Dividend Shares on GM’s investment grade credit rating Advisors provided Greenlight with feedback received during a
Slide 4: Greenlight's Baseless Claims Regarding GM's Changes to the Term Sheet
Greenlight’s Baseless Claims Regarding GM’s Changes to the Term Sheet From the start, GM has represented Greenlight’s proposal fully and fairly to the rating agencies The Dividend Shares term sheet that Greenlight originally provided GM was not in standard form and was incomplete In its named discus
Slide 5: Dividend Shares Align with Accepted Definitions of "Cumulative"
Dividend Shares Align with Accepted Definitions of “Cumulative” A cumulative dividend, by standard definition, is a dividend that cumulates if not paid, and must be repaid in arrears before any dividends are paid or share repurchases are made on common shares This is completely consistent with all G
Slide 6: Greenlight Consistently Characterized Security as Cumulative
Greenlight Consistently Characterized Security as Cumulative Greenlight has consistently characterized Dividend Shares as cumulative, however, now appears to be contradicting this, despite the fact that capital cannot be returned to holders of Capital Appreciation Shares until unpaid dividends on Di
Slide 7: Forward Looking Statements
Forward Looking Statements This document may include forward-looking statements. These statements are based on current expectations about possible future events and thus are inherently uncertain. Our actual results may differ materially from forward-looking statements due to a variety of factors, in
Slide 8: Important Additional Information Regarding Proxy Solicitation
Important Additional Information Regarding Proxy Solicitation General Motors Company (“GM”) has filed a definitive proxy statement and form of WHITE proxy card with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the solicitation of proxies for GM’s 2017 Annual Meeting. GM
Slide 9: Summary of Proposed Terms for Potential Distribution of Dividend Share Common Stock
SUMMARY OF PROPOSED TERMS FOR AND CONDITIONS FOR A POTENTIAL DISTRIBUTION OF DIVIDEND SHARE COMMON STOCK DIVIDEND SHARES OF GENERAL MOTORS COMPANY The following is a summary of terms and conditions for the issuance of shares of the Dividend Shares. GM Response: GM emphasized in the title and in the
Slide 10: Dividend Shares Term Sheet (continued)
Dividend Shares has not been paid in respect of each Dividend Share, no dividends or distributions may be paid in respect of Capital Appreciation Shares, and the Issuer may not conduct any discretionary repurchase of Capital Appreciation Shares (other than as required pursuant to the terms of any bo
Slide 11: Ranking
1 Ranking The Dividend Shares will rank equally amongst themselves in all respects and rank senior to the Capital Appreciation Shares with respect to dividend rights and rank pari passu with any class or series of stock or other equity securities that is not expressly made senior or subordinated to
Slide 12: Term Sheet Notice and Forward Looking Statements
not constitute, a legally binding obligation or commitment on behalf of any person. This Term Sheet does not create and is not intended to create a duty to negotiate, in good faith or otherwise, towards a binding contract and may not be relied upon as the basis for a contract by estoppel or otherwis