GM » Topics » Nomination and Election of Directors

This excerpt taken from the GM DEF 14A filed Apr 25, 2008.

Nomination and Election of Directors

      If you sign and return the proxy card or vote by Internet or telephone, the Proxy Committee will vote your shares for all 14 nominees described in the following section, unless you vote for someone else or withhold authority to vote for one or more such nominees. Each director will serve until the next annual meeting of stockholders or until a successor is elected and qualified, or until earlier resignation, removal, or death. If any of the Board’s nominees for director become unavailable to serve before the annual meeting (which we do not anticipate), the Board may decrease the number of directors to be elected or designate substitute nominees for those vacancies.

      GM has received notice from a stockholder, John Lauve, pursuant to Section 1.11 of the Bylaws that he intends to nominate ten candidates for election to the Board at the 2008 annual meeting. Although Mr. Lauve has nominated candidates for election at the annual meeting each year since 2000, he has never conducted a proxy solicitation for his candidates. At the 2007 annual meeting, each of his nominees received 676 votes or fewer.

      Based on this notice, the number of candidates for election at the 2008 annual meeting will exceed the number of directors to be elected, which will result in a contested election. Under GM’s majority voting policy, in a contested election majority voting is replaced by plurality voting, so that the number of persons equal to the number of directors to be elected who receive more votes than other nominees will be the persons elected to the Board for the following year. The Board recommends that you vote your shares for the candidates nominated by the Board.

      Of the nominees in the following section, E. Neville Isdell has not previously been a director of the Corporation. While Mr. Isdell is standing for election at the annual meeting, if he is elected his term will begin on August 6, 2008, at which time the size of the Board will increase from 13 to 14 members.

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