Company Name: General Motors Corp.
Public Availability Date: March 1, 2004
Document Sections:
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER
[INQUIRY LETTER]
January 30, 2004
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This is a filing, pursuant to Rule 14a-8(j), to omit the proposal received on
December 19, 2003 from John Lauve (Exhibit A) from the General Motors
Corporation proxy materials for the 2004 Annual Meeting of Stockholders. The
proposal would urge the board of directors to nominate at least two candidates
for each open board position and provide information about the candidates in the
Corporation's proxy materials.
General Motors intends to omit the proposal under Rule 14a-8(i)(12)(ii) on the
grounds that a proposal dealing with substantially the same subject matter has
been included in General Motors' proxy material twice in the preceding five
years and received less than 6% of the stockholder vote upon its most recent
submission.
The proposal that was Item No. 4 in GM's proxy statement for the 2001 Annual
Meeting of Stockholders (Exhibit B) and Item No. 6 in the proxy statement for
the Annual Meeting in 2000 (Exhibit C) is virtually identical to Mr. Lauve's
proposal. Indeed, the current proposal retains the reference to photographs of
the candidates although GM stopped including photographs of the directors
beginning in 2002. At the most recent submission, in 2001, this proposal
received 5.1% of the stockholder vote, as reported in GM's Form 10-Q for the
second quarter of 2001 (Exhibit D). As a result, the proposal may be excluded
pursuant to Rule 14a-8(i)(12)(ii).
Please inform us whether the Staff will recommend any enforcement action if this
proposal is omitted from the proxy materials for General Motors' 2004 Annual
Meeting of Stockholders. If you wish to provide a copy of your response to the
proponent at the same time, Mr. Lauve has designated John Chevedden as his
representative. Mr. Chevedden's fax number is 310-371-7872.
GM plans to begin printing its proxy material at the end of March. We would
appreciate any assistance you can give us in meeting our schedule.
Sincerely yours,
/s/
Anne T. Larin
Attorney and Assistant Secretary
Enclosures
c: John Lauve
John Chevedden
[APPENDIX]
EXHIBIT
5Director Candidate Choice
Resolved: The shareholders urge our board of directors to take the necessary
steps to nominate at least two candidates for each open board position, and that
the names, biographical sketches, SEC-required declarations and photographs of
such candidates shall appear in the company's proxy materials. This is to the
same extent that such information is required by law and is our company's
current practice with the single candidates it now proposes for each position.
Although our company's board appreciates the importance of qualified people
overseeing management, I believe that the process for electing directors can be
improved.
Our company currently nominates only one candidate for each board seat, thus
leaving shareholders no practical choice in most director elections.
Shareholders who oppose a candidate have no easy way to do so unless they are
willing to undertake the considerable expense of running an independent
candidate for the board. The only other way to register dissent about a given
candidate is to withhold support for that nominee, but that process rarely
affects the outcome of director elections. I believe the current system thus
provides no readily effective way for shareholders to oppose a candidate who has
failed to attend board meetings; or serves on so many boards as to be unable to
supervise our company management diligently; or who serves as a consultant to
the company that could compromise independence; or poses other conflict of
interest problems. As a result, while directors legally serve as the shareholder
agent in overseeing management, the election of directors at the annual meeting
is largely perfunctory.
One similar approach, although not part of this proposal, is to publish the
complete candidate information listed above for the independently nominated
director candidates. Independent director candidates are routinely nominated to
our board, yet their names do not appear in our proxy materials. If these
candidates were named in the proxy material then all shareholders would have an
opportunity to learn of these candidates instead of only the 100 people who
attend our annual meeting a basement hall in Wilmington, Delaware. Perhaps these
independent candidates standing for election will serve as a reminder that our
board should nominate two candidates for each board position.
Our company should offer a choice when shareholders elect directors. The point
is to remove the "final" decision on who serves as a board director from the
hands of management, and place it firmly in those of shareholders.
We urge you to vote FOR this proposal.
Director Candidate Choice Yes on 5
[STAFF REPLY LETTER]
March 1, 2004
Response of the Office of Chief Counsel Division of Corporation Finance
Re: General Motors Corporation
Incoming letter dated January 30, 2004
The proposal relates to board nominations.
There appears to be some basis for your view that General Motors may exclude the
proposal under rule 14a-8(i)(12)(ii). Accordingly, we will not recommend
enforcement action to the Commission if General Motors omits the proposal from
its proxy materials in reliance on rule 14a-8(i)(12)(ii).
Sincerely,
/s/
Keir Devon Gumbs
Special Counsel
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