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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) March 3, 2008
GENERAL MOTORS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
1-143 DELAWARE 38-0572515
(Commission File Number) (State or other (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
300 Renaissance Center, Detroit, Michigan 48265-3000
(Address of Principal Executive Offices) (Zip Code)
(313) 556-5000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
{ } Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
{ } Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17-CFR
240.14a-12)
{ } Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
{ } Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
ITEM 5.02 Appointment of Principal Officers
ITEM 9.01 Financial Statements and Exhibits
Signature
Index to Exhibits
Press Release Dated March 3, 2008
ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICERS
On March 3, 2008, the Board of Directors of General Motors Corporation took the
following actions. Regarding incentive compensation, any actual compensation
that may be realized from the following grants will be dependent on GM's
financial results and stock price performance.
(1) Frederick A. Henderson, 49, has been elected President and Chief Operating
Officer of the Corporation effective March 3, 2008. Mr. Henderson has been Chief
Financial Officer and a Vice Chairman of the Corporation since January 1, 2006.
Prior positions include Group Vice President and Chairman of General Motors
Europe (GME) from June 2004 to January 2006, Group Vice President and President
of GM Asia Pacific from 2002 to 2004. As President and Chief Operating Officer,
Mr. Henderson's base salary will be $1,800,000. His 2008 Annual Incentive Plan
target will be $2,430,000 and long-term incentive opportunity under the 2008 -
2010 Stock Performance Plan will be a grant of 110,376 shares of GM Common
Stock. In addition, he will receive 250,000 stock options and 60,000 restricted
stock units. The stock options will vest ratably over a three year period. The
restricted stock units will vest 1/3 in year three (2011) with the remaining 2/3
vesting through year five.
Mr. Henderson's brother, Douglas L. Henderson, is a non-executive employee
of the Corporation, with annual compensation of less than $200,000. Other than
that relationship, there is no reportable relationship between the Corporation
or its affiliates and Mr. Henderson.
(2) Ray G. Young, 46, has been elected Executive Vice President and Chief
Financial Officer effective March 3, 2008. Mr. Young has been Group Vice
President of Finance since November 1, 2007. He was previously President and
Managing Director of GM do Brasil, from January 2004 to November 2007 and GMNA
Vice President and Chief Financial Officer from August 2001 to January 2004. As
Chief Financial Officer, Mr. Young's base salary will be $900,000. His 2008
Annual Incentive Plan target will be $945,000 and long-term incentive
opportunity under the 2008 - 2010 Stock Performance Plan will be a grant of
16,557 shares of GM Common Stock. In addition, he will receive 87,500 stock
options and 30,354 cash-based restricted stock units. The stock options will
vest ratably over a three year period. The cash-based restricted stock units
will vest ratably over a three year period.
In addition, the Board of Directors took the following actions for the
2008 compensation planning cycle:
(3) Mr. Wagoner's salary has been restored to its 2003 level of $2,200,000. His
2008 Annual Incentive Plan target will be $3,520,000 and long-term incentive
opportunity under the 2008 - 2010 Stock Performance Plan will be a grant of
165,563 shares of GM Common Stock. In addition, he will receive 500,000 stock
options and 75,000 restricted stock units. The stock options will vest ratably
over a three year period. The restricted stock units will vest 1/3 in year three
(2011) with the remaining 2/3 vesting through year five.
(4) Grants of performance contingent stock options were approved for Messrs.
Wagoner and Henderson, in amounts of 500,000 shares and 200,000 shares,
respectively. These options were granted at $23.13 on the date of grant, March
5, 2008 and will vest following the first anniversary date of the grant if the
price of GM Common stock reaches $40.00 (173% of the grant price) prior to March
5, 2013 and this price is maintained for a ten day period within thirty
consecutive trading days. Vested performance options may be exercised through
March 5, 2015 (a seven year term). Net shares acquired upon exercise must be
held for at least a two year period while the executive is actively employed.
Shares acquired upon exercise after retirement are not subject to this holding
requirement. Options that do not vest before March 5, 2013 will be forfeited.
(5) General Motors Corporation announced the foregoing personnel changes in a
press release issued on March 3, 2008. That press release is filed herewith as
exhibit 99.1.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
EXHIBITS
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Exhibits Description Method of Filing
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Exhibit 99.1 Press Release Attached as Exhibit
Dated March 3, 2008
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
GENERAL MOTORS CORPORATION
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(Registrant)
Date: March 6, 2008 By: /s/Nick S. Cyprus
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Nick S. Cyprus, Controller and
Chief Accounting Officer