Other Editorials

2018 Annual Meeting

Jim Dollinger
Monday, April 9, 2018

James Dollinger, 6193 Stonegate Parkway, Flint, MI 48532, owner of approximately 50 shares of Common Stock, has given notice that he intends to present for action at the annual meeting the following shareholder proposal:

Shareholders request our Board of Directors to adopt as policy, and amend our governing documents as necessary, to require henceforth that the Chair of the Board of Directors, whenever possible, to be an independent member of the Board. The Board
would have the discretion to phase in this policy for the next
CEO transition, implemented so it does not violate any existing

If the Board determines that a Chairman who was independent
when selected is no longer independent, the Board shall select a
new Chair who satisfies the requirements of the policy within a
reasonable amount of time. Compliance with this policy is
waived if no independent director is available and willing to
serve as Chairman. This proposal requests that all the necessary
steps be taken to accomplish the above.

Caterpillar is an example of a company recently changing
course and naming an independent board chairman. Caterpillar
had strongly opposed a shareholder proposal for an
independent board chairman as recently as its 2016 annual
meeting. Wells Fargo also changed course and named an
independent board chairman in 2016.

It was reported that 53% of the Standard & Poors 1,500 firms
separate these 2 positions (2015 report): Chairman and CEO. This
proposal topic won 50%-plus support at 5 major U.S. companies
in 2013 including 73%-support at Netflix.

Having a board chairman who is independent of management is
a practice that will promote greater management accountability
to shareholders and lead to a more objective evaluation of
management. This is of the utmost importance since the
automobile industry is undergoing the greatest change since
1900. GM cannot afford to get it wrong.

This proposal topic won impressive 41%-support at our 2017
annual meeting. This 41%-support would have been higher
(perhaps 45%) if small shareholders had the same access to
corporate governance information as large shareholders.