General Motors Co. (NYSE: GM) today announced that Institutional Shareholder Services (“ISS”), a leading independent proxy advisory firm, has recommended that GM shareholders vote FOR ALL of the Board’s nominees and AGAINST the Greenlight proposal at the Company’s 2017 Annual Meeting of Shareholders to be held on June 6, 2017. Glass Lewis, another leading independent proxy advisory firm, had previously issued similar recommendations in favor of ALL GM Board nominees and AGAINST the Greenlight proposal.
Consistent with the ISS and Glass Lewis recommendations, GM urges shareholders to vote FOR ALL of the Board nominees and AGAINST the Greenlight proposal TODAY by telephone, online or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided.
In its May 26, 2017 report, ISS concluded:
- “The negative outcomes associated with the proposed dual class share structure combined with the lack of visibility regarding value creation for shareholders drive our recommendation against the dual class proposal.” (ISS Report, pg. 19)
- “…considering that the dissident’s dual class share proposal does not warrant shareholder support, the dissident has not made a compelling case that change at the board level focusing on the implementation of its proposal is warranted.” (ISS Report, pg. 19)
In support of its conclusion, ISS stated:
- “The bottom line of this analysis is that Barra and her management team have delivered objective operational improvements.” (ISS Report, pg. 17)
- “…the company has closed the performance gap relative to peers since Barra took over as CEO, while outperforming Ford, and… the market has not reacted positively to the dissident’s proposal.” (ISS Report, pg. 16)
- “The dual class structure would create conflicts of interest as dividend and capital appreciation shareholders would have different objectives, adding complexity to decisions regarding the company’s capital structure and investments. For example, an investment to grow profits would primarily benefit capital appreciation shareholders.” (ISS Report, pg. 18)
Your vote is important, no matter how many or how few shares you own. To follow the recommendations of ISS, Glass Lewis and the Board, shareholders should vote the WHITE proxy card FOR ALL your Board’s nominees and AGAINST the Greenlight proposal TODAY by telephone, online or by signing, dating and returning the WHITE proxy card in the postage-paid envelope provided.
| If you have questions about how to vote your shares, or need additional assistance, please contact the firm assisting us in the solicitation of proxies: INNISFREE M&A INCORPORATED REMEMBER: |
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