General Motors Company

you must give us written notice, as required in Section 1.11 of our Bylaws. The Corporate Secretary must receive
such notice not more than 180 days and not less than 120 days before the date of the annual meeting. For the
2012 annual meeting, your notice must be received between December 15, 2011 and February 13, 2012.
If we receive proper notice that one or more stockholders intend to nominate candidates at the annual
meeting so that the number of candidates nominated would be greater than the number of directors to be elected,
our Bylaws provide that the election will be determined by plurality voting rather than majority voting. See
“Voting Standards for the Election of Directors” below.
Board Meetings and Attendance
In 2010, our Board held a total of 12 meetings and average attendance at Board and committee meetings
was 95%. Each director attended more than 75% of the total meetings of the Board and committees on which he
or she served during 2010. Directors are expected to attend our annual meeting of stockholders, which is held in
conjunction with a regularly scheduled Board meeting. Twelve directors attended the 2010 annual meeting of
stockholders.
Size of the Board
The Board of Directors is currently composed of 11 members. The Board of Directors sets the number of
directors from time to time by resolution adopted by a majority of the Board. The Governance Committee
reassesses the Board’s size at least annually to determine if a larger or smaller group would be more effective. If
any nominee is unable to serve as a director or if any director leaves the Board between annual meetings of
stockholders, the Board, by resolution, may reduce the number of directors or elect an individual to fill the
resulting vacancy.
Voting Standards for the Election of Directors
GM’s Bylaws and Corporate Governance Guidelines provide that, in uncontested elections (i.e., those where
the number of nominees is the same as the number of directors to be elected), directors are elected by a majority
of the votes cast. The Bylaws and Corporate Governance Guidelines further provide that before any incumbent
director may be nominated by the Board for reelection to the Board, he or she must submit a written irrevocable
resignation, which would become effective if: (1) the director does not receive more than 50% of the votes cast;
and (2) the Board accepts that resignation in accordance with policies and procedures adopted by the Board for
such purposes. In contested elections, the plurality voting standard governs the election of directors. Under the
plurality standard, the number of persons equal to the number of vacancies to be filled who receive more votes
than other nominees are elected to the Board, regardless of whether they receive a majority of votes cast. An
election is considered contested if we receive proper notice pursuant to Section 1.11 of the Bylaws that a
stockholder intends to nominate a candidate for the election, so that the number of candidates would be greater
than the number of directors to be elected.
Within 90 days after receipt of the certified final vote for an uncontested election of directors in which one
or more incumbent directors did not receive a majority of the votes cast, the Governance Committee will
consider his or her tendered resignation in light of the best interests of GM and its stockholders and make a
recommendation to the Board whether to accept or reject the resignation, and whether a different individual
should be chosen to serve as a director in place of the unsuccessful incumbent. The Committee in making its
recommendation and the Board in determining whether to accept the Committee’s recommendation may consider
any factors they determine appropriate and relevant to the best interests of GM and its stockholders. In any event,
however, the Board will accept the resignation of an unsuccessful incumbent unless there is a compelling reason
to reject the resignation. Using this standard, a resignation might be rejected, for example, if:
• The stated or apparent reasons for the votes against the director could be better addressed or resolved in
a different way; or
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