General Motors Co. (NYSE: GM) again affirmed that after objective and thorough review over a seven-month period, GM’s Board determined that Greenlight’s proposal to eliminate the dividend on the existing GM common stock and distribute the proposed new “dividend security” creates an unacceptable level of risk, would not create the value Greenlight indicates, and would be detrimental to GM shareholders.
GM’s Board nominees are the best candidates to increase value for shareholders
- GM’s outstanding Board of Directors are the best-suited individuals to continue overseeing the successful execution of GM’s transformational plan which has delivered three years of record results[1] and returned significant value to our shareholders.
- In stark contrast, Greenlight’s candidates were nominated specifically to advance Greenlight’s dual-class stock plan, which GM’s Board views as high-risk and detrimental to the long-term best interests of GM and its shareholders, and do not have the depth or breadth of relevant experience, at the same level of complexity, that our directors bring. Their experience is already fully represented by the current GM Board members.
GM believes that voting for any of the Greenlight candidates represents an endorsement of Greenlight’s flawed plan, and the presence of any of the Greenlight candidates on the Board would undermine our ability to move forward with focus and clarity on the right strategic imperatives that are critical as we navigate this period of unprecedented industry change.
GM presented information accurately and responsibly; rating agencies had complete and accurate information regarding the proposal when they issued their opinions and have not changed their opinions after meeting with Greenlight
Greenlight’s claims regarding GM’s engagement with the rating agencies relative to Greenlight’s Dividend Shares proposal are baseless and represent what we view as an irresponsible attempt to divert attention away from the fact that Greenlight’s proposal is a high-risk experiment in financial engineering that is not in the best interests of GM shareholders, would result in a downgrade of GM’s credit rating, and would not increase value for shareholders.
As we have said before:
- GM presented Greenlight’s Dividend Share idea to the rating agencies fully and fairly.
- Greenlight’s definitive proxy makes clear that Greenlight has met with two of the rating agencies to make its case directly and the rating agencies’ views have not changed. The rating agencies issued their reports after Greenlight made its proposal public and posted its investor presentation.
- It is also clear from the public statements made by the rating agencies that they understand all aspects of the proposal and that it would represent a credit negative if implemented. Any suggestion to the contrary is false.
The Board’s conclusions and additional materials addressing Greenlight’s most recent assertions are available on GM’s website in a dedicated section where shareholders can access all related information: http://www.gmproxy.com.
