Company Name: General Motors Corp.
Public Availability Date: April 3, 2006
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
INQUIRY LETTER
INQUIRY LETTER
INQUIRY LETTER
STAFF REPLY LETTER
[INQUIRY LETTER]
February 7, 2006
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F 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 29, 2005 from John Chevedden and Louis Lauve (Exhibit A) from the
General Motors Corporation proxy materials for the 2006 Annual Meeting of
Stockholders. General Motors intends to omit the proposal under Rule
14a-8(i)(11) on the grounds that it substantially duplicates another proposal
previously submitted to GM by another proponent that we anticipate will be
included in those proxy materials.
The Chevedden-Lauve proposal states:
RESOLVED: Shareholders request that our Board establish a policy (in our charter
or bylaws if practicable) of separating the roles of CEO and Board Chairman, so
that an independent director who has not served as an executive officer of our
Company serve as Chairman whenever possible.
This proposal gives our company an opportunity to follow SEC Staff Legal
Bulletin 14C to cure a Chairman's non-independence. This proposal shall not
apply to the extent that compliance would necessarily breach any contractual
obligations in effect at the time of the 2006 shareholder meeting.
On December 23, 2005 GM received the following proposal from Catholic Healthcare
West (Exhibit B):
Resolved: The shareholders of General Motors Company (the "Company") request the
Board of Directors establish a policy of, whenever possible, separating the
roles of Chairman and Chief Executive Officer, so that an independent director
who has not served as an executive officer of the Company serves as Chair of the
Board of Directors. This proposal shall not apply to the extent that complying
would necessarily breach any contractual obligations in effect at the time of
the 2006 shareholder meeting.
The Chevedden-Lauve proposal, which was received six days later than the
Catholic Healthcare West proposal, duplicates the earlier proposal except for
the recommendation that the policy be established in the charter or bylaws if
practicable and insignificant variations in language. The Staff has taken
no-action positions under Rule 14a-8(i)(11) with regard to proposals that varied
more significantly than these two resolutions. See, e.g., Gannett Co., Inc.
(December 21, 2005); Paychex, Inc. (July 18, 2005). Accordingly, General Motors
may omit the Chevedden-Lauve proposal as duplicative pursuant to Rule
14a-8(i)(11).
Please inform us whether the Staff will recommend any enforcement action if this
proposal is omitted from the proxy materials for General Motors' 2006 Annual
Meeting of Stockholders. GM plans to begin printing its proxy material at the
beginning of April. 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 Chevedden
[INQUIRY LETTER]
Mr. G. Richard Wagoner, Jr.
Chairman
General Motors Corp. (GM)
300 Renaissance Center
Detroit, MI 48265
PH: 313-556-5000
FX: 313-667-3166
FX: 313-556-5108
Dear Mr. Wagoner,
This Rule 14a-8 proposal is respectfully submitted to advance the long-term
performance of our company. This proposal is submitted for the next annual
shareholder meeting. Rule 14a-8 requirements are intended to be met including
the continuous ownership of the required stock value until after the date of the
applicable shareholder meeting. This submitted format, with the
shareholder-supplied emphasis, is intended to be used for definitive proxy
publication.
Your consideration and the consideration of the Board of Directors is
appreciated in advancing the long-term performance of our company.
Sincerely,
/s/
John Chevedden
Shareholder
cc: Nancy E. Polis
Corporate Secretary
Anne Larin
PH: 313-665-4927
FX: 313-665-4979
[INQUIRY LETTER]
Louis Lauve
3900 Watson Place, N.W. 20-B
Washington, DC 20016
Mr. G. Richard Wagoner, Jr. Chairman
Coneral Motors Corp. (GM)
300 Ranaissanoe Center
Detroit, MI 48265
PH: 313-556-5000
FX: 313-667-3166
FX: 313-556-5108
Rule 14a-8 Proposal
Dear Mr. Wagoner,
This Rule 14a-8 proposal is respectfully submitted in support of the long-term
performance of our company. This proposal is submitted for the naxt annual
shareholder meating. Rule 14a-8 requlrements are intended to be met incleding
the continuous ownership of the required stock value until after the date of the
appliosble shareholder meeting. This submitted format, with the
shareholder-supplied emphasis, is intended to be used for definitive proxy
publication. This is the proxy for Mr. John Chevedden and/or his designee to sat
on my behalf in shareholder matters, inoluding this Rule 14a-8 proposal for the
forthooming shareholder meating before, during and after the forthcoming
shareholder meeting. Please direct all future communioation to Mr. Chevedden at:
2215 Nelson Ave., No. 205
Radondo Beach, CA 90278
T: 310-371-7872
Your consideration and the consideration of the Board of Diractors is
appreciated in support of the long-tarm performance of our company. Please
acknowladge this proposal within 14-days.
Sincerely,
/s/
Louis Lauve
Date
cc: Nancy E. Polis
Corporate Secretary
Anne Larin
PH: 313-665-4927
FX: 313-665-4979
[INQUIRY LETTER]
December 20, 2005
G. Richard Wagoner Jr.
Chief Executive Officer
General Motors Corp.
MC 482-C38-B71
300 Renaissance Center
Detroit, MI 48265-3000
Re: Shareholder Proposal for 2006 Annual Meeting
Dear Mr. Wagoner:
Catholic Healthcare West (CHW) is a health care delivery system serving
communities in the western United States. As a religiously sponsored
organization, CHW seeks to reflect its values, principles and mission in its
investment decisions.
Catholic Healthcare West has held the required number of shares for at least a
year and we intend to maintain ownership through the date of the annual meeting.
Verification of ownership is included with this letter.
We present the attached resolution for inclusion in the proxy statement for
action at the annual meeting in 2006 in accordance with rule 14a-8 of the
general rules and regulations of the Securities and Exchange Act of 1934. We
request that Catholic Healthcare West be listed as a sponsor of this resolution
in the company proxy statement. There will be a representative present at the
annual meeting to present this resolution as required by SEC rules. We are
filing this resolution along with other concerned investors. I will serve as the
primary contact.
We would welcome dialogue with representatives of our company, which might lead
to withdrawal of the resolution prior to the 2006 annual meeting.
Sincerely,
/s/
Susan Vickers, RSM
VP Community Health
Encl.
Cc: Leslie Lowe, ICCR
[APPENDIX]
SEPARATING THE ROLES OF CHAIR AND CEO GENERAL MOTORS - 2006
Resolved: The shareholders of General Motors Company (the "Company") request the
Board of Directors establish a policy of, whenever possible, separating the
roles of Chairman and Chief Executive Officer, so that an independent director
who has not served as an executive officer of the Company serves as Chair of the
Board of Directors.
This proposal shall not apply to the extent that complying would necessarily
breach any contractual obligations in effect at the time of the 2006 shareholder
meeting.
SUPPORTING STATEMENT
We believe in the principle of the separation of the roles of Chairman and Chief
Executive Officer. This is a basic element of sound corporate governance
practice. In addition, the absence of a more flexible fleet has contributed to
fiscal challenges, and thus created a leadership crisis at our company, which a
separation of the Chair and CEO would begin to address.
We believe an independent Board Chair - separated from the CEO - is the
preferable form of corporate governance. The primary purpose of the Board of
Directors is to protect shareholder's interests by providing independent
oversight of management and the CEO. The Board gives strategic direction and
guidance to our Company.
The Board will likely accomplish both roles more effectively by separating the
roles of Chair and CEO. An independent Chair will enhance investor confidence in
our Company and strengthen the integrity of the Board of Directors.
A number of respected institutions recommend such separation. CalPER's Corporate
Core Principles and Guidelines state: "the independence of a majority of the
Board is not enough" and that "the leadership of the board must embrace
independence, and it must ultimately change the way in which directors interact
with management."
An independent board structure will also help the board address the complex
policy issues facing our company.
The current business model of the auto industry is undergoing significant
challenges. Over the years, the industry has generated substantial revenue from
large vehicles that, in order to sell them today, the company needs to give
large cash incentives. We believe independent Board leadership will better
position our company to respond to these long-term challenges.
In order to ensure that our Board can provide the proper strategic direction for
our Company with independence and accountability, we urge a vote FOR this
resolution.
[INQUIRY LETTER]
March 7, 2006
U.S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
This letter supplements General Motors' filing dated February 7, 2006 requesting
that the Staff take a no-action position with regard to a stockholder proposal
received from John Chevedden and Louis (not John) Lauve (Exhibit A). As our
previous letter stated, GM intends to omit the proposal under Rule 14a-8(i)(11).
On March 6, Mr. Chevedden responded to GM's no-action request stating that GM in
its request "does not state that it will publish such proposal" (Exhibit B). On
the contrary, the second sentence of GM's request reads:
General Motors intends to omit the proposal under Rule 14a-8(i)(11) on the
grounds that it substantially duplicates another proposal previously submitted
to GM by another proponent that we anticipate will be included in those proxy
materials.
As of today, we continue to anticipate that the previously submitted proposal
will be included in GM's proxy materials. It is possible that because of an
unforeseen event, such as withdrawal by the proponent, the previous proposal
might not be included, but GM has not requested a noaction letter in connection
with omitting the previous proposal or engaged in any negotiations regarding the
proposal. If circumstances change and we anticipate that the previous proposal
will not be included in GM's proxy material, we will of course inform the Staff
and Mr. Chevedden promptly.
Sincerely yours,
/s/
Anne T. Larin
Attorney and Assistant Secretary
Enclosures
c: John Chevedden
[INQUIRY LETTER]
March 6, 2006
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
General Motors Corp. (GM)
#1 Shareholder Position on Company No-Action Request
Rule 14a-8 Proposal: Independent Board Chairman
Shareholders: John Chevedden and John Lauve
Ladies and Gentlemen:
This is an initial response to the General Motors February 7, 2006 no action
request.
The company no action request is at least incomplete. The company claims that it
received another proposal. However: GM does not state that it will publish such
proposal.
The other proposal could have already been withdrawn or failed to qualify based
on unverified stock ownership
For the above reasons it is respectfully requested that concurrence not be
granted to the company. It is also respectfully requested that there be an
opportunity to submit additional material in support of the inclusion of the
rule 14a-8 proposal. Also that the shareholder have the last opportunity to
submit material since the company had the first opportunity.
Sincerely,
John Chevedden
cc:
John Lauve
Anne Larin<anne.t.larin@gm.com>
[INQUIRY LETTER]
March 6, 2006
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
General Motors Corp. (GM)
#1 Shareholder Position on Company No-Action Request Rule 14a-8
Proposal: Independent Board Chairman
Shareholders: John Chevedden and John Lauve
Ladies and Gentlemen:
This is an initial response to the General Motors February 7, 2006 no action
request.
The company no action request is at least incomplete. The company claims that it
received another proposal. However: GM does not state that it will publish such
proposal.
The other proposal could have already been withdrawn or failed to qualify based
on unverified stock ownership
For the above reasons it is respectfully requested that concurrence not be
granted to the company. It is also respectfully requested that there be an
opportunity to submit additional material in support of the inclusion of the
rule 14a-8 proposal. Also that the shareholder have the last opportunity to
submit material since the company had the first opportunity.
Sincerely,
John Chevedden
cc:
John Lauve
Anne Larin<anne.t.larin@gm.com>
[STAFF REPLY LETTER]
April 3, 2006
Response of the Office of Chief Counsel Division of Corporation Finance
Re: General Motors Corporation Incoming letter dated February 7, 2006
The proposal requests that the board establish a policy to separate the roles of
chief executive officer and chairman so that an independent director who has not
served as an executive officer of the company serve as chairman whenever
possible.
There appears to be some basis for your view that General Motors may exclude the
Proposal under rule 14a-8(i)(11), as substantially duplicative of a previously
submitted proposal that will be included in General Motors' 2006 proxy
materials. 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)(11).
Sincerely,
/s/
Timothy Geishecker
Attorney-Adviser
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