We are committed to safety in everything we do. We earn Customers for life. We build brands that inspire passion and loyalty. We translate breakthrough technologies into vehicles and experiences that people love. We create sustainable solutions that improve the communities in which we live and work.

Notice of 2018 Annual Meeting of Shareholders

Table of Contents

PROXY STATEMENT SUMMARY

This summary highlights information contained elsewhere in this Proxy Statement. It does not contain all of the information that you should consider. Please read the entire Proxy Statement carefully before voting.

Agenda and Voting Recommendations

Board Nominees

Composition of Board Nominees

WE HAVE THE RIGHT BOARD AT THE RIGHT TIME FOR GM The Board and management are overseeing a period of unprecedented change at GM. Ensuring the Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experience, and backgrounds, and effectively represent the long-term interests of shareholders is a top priority of your Board and the Governance Committee. Our membership criteria and director recruitment initiatives align the Board’s capabilities with the execution of the Company’s business strategy. The Board recognizes the need for refreshment to bring new perspectives, keeping in mind our commitment to diversity. In fact, we added four new directors in the past three years as part of our comprehensive refreshment and recruitment process, including Mr. Wenig, President and Chief Executive Officer of eBay. These new directors complemented our directors’ mix of skills by bringing key leadership, technology, consumer-facing and capital markets expertise to the Board. For a detailed discussion of why we have the right Board for GM, see “Item No. 1—Election of Directors” on page 7.

PROXY STATEMENT SUMMARY

The following table provides summary information about each director nominee. For more detailed information about our directors, see “Item No. 1—Election of Directors—Your Board’s Nominees for Director” on page 10.

Name		Age		Director Since		Principal Occupation		Independent		Committee Memberships
Mary T. Barra		56		2014		Chairman & Chief Executive Officer, General Motors Company				Executive – Chair
Theodore M. Solso		71		2012		Independent Lead Director, General Motors Company, and Retired Chairman & Chief Executive Officer, Cummins, Inc.				Executive
Linda R. Gooden		65		2015		Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation				Audit Cybersecurity – Chair Executive Risk
Joseph Jimenez		58		2015		Retired Chief Executive Officer, Novartis AG				Executive Compensation Governance
Jane L. Mendillo		59		2016		Retired President & Chief Executive Officer, Harvard Management Company				Finance Audit
Admiral Michael G. Mullen		71		2013		Former Chairman, Joint Chiefs of Staff				Audit Cybersecurity Executive Risk – Chair
James J. Mulva		71		2012		Retired Chairman & Chief Executive Officer, ConocoPhillips				Executive Executive Compensation Finance – Chair Risk
Patricia F. Russo		65		2009		Chairman, Hewlett Packard Enterprise Company				Executive Executive Compensation Finance Governance – Chair
Thomas M. Schoewe		65		2011		Retired Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc.				Audit – Chair Cybersecurity Executive Finance Risk
Carol M. Stephenson		67		2009		Retired Dean, Ivey Business School, The University of Western Ontario				Executive Executive Compensation – Chair Governance
Devin N. Wenig		51		2018		President & Chief Executive Officer, eBay Inc.				Committee memberships to be determined at the Board’s June 2018 meeting

PROXY STATEMENT SUMMARY

Governance Highlights

We recognize that strong corporate governance contributes to long-term shareholder value. We are committed to sound governance practices, including those described below.

Independence [Ten] out of [eleven] directors are independent Strong Independent Lead Director with clearly delineated duties All standing Board Committees other than the Executive Committee composed entirely of independent directors Regular executive sessions of non-management directors Board and Committees may hire outside advisors independently of management Best Practices Active shareholder engagement process, including a Director-Shareholder Engagement Policy Diverse Board in terms of gender, ethnicity, and specific skills and qualifications Strategy and risk oversight by full Board and Committees, including newly formed Cybersecurity Committee Long-standing commitment to sustainability and corporate social responsibility Robust stock ownership guidelines for executive officers and non-employee directors “Overboarding” limits Orientation program for new directors and continuing education for all directors Accountability Annual election of all directors Majority voting with director resignation policy (plurality standard to apply in contested elections) Annual Board and Committee self-evaluations, including individual Board member evaluation Annual evaluation of CEO (including compensation) by independent directors clawback policy that applies to our short- and long-term incentive plans Shareholder Rights Proxy access for shareholders Shareholder right to call special meetings No poison pill One-share, one-vote standard Public Policy Engagement Our Board has adopted a U.S. Corporate Political Contributions & Expenditures Policy, which together with other policies and procedures of the Company, guides GM’s approach to political contributions. Our Political Contributions Policy and Voluntary Report on Political Contributions are available on our website at gm.com/investors/corporate-governance.html.        NEW FOR 2017–2018 As part of our comprehensive refreshment and recruitment process, we added a new director, Mr. Wenig, who is the President and Chief Executive Officer of eBay and brings considerable technology and consumer-facing expertise to your Board. Established new Cybersecurity Committee to enhance Board oversight of GM’s cybersecurity risk management program, policies, and procedures. Selected Ernst & Young LLP as the Company’s new independent registered public accounting firm. Enhanced Proxy Statement disclosures: Q&A with our Chairman and CEO, Independent Lead Director, and Governance Committee Chair to outline the Board’s strategic framework for driving long-term shareholder value creation, the importance of shareholder engagement, and why GM has the right Board at the right time. Expanded Proxy Statement Summary to highlight our director nominees, governance best practices, Company performance, compensation strategy, and corporate social responsibility, environmental, and sustainability performance. Overview of Board’s leadership structure and risk oversight responsibilities.

PROXY STATEMENT SUMMARY

2017 Performance Snapshot

A Year of Transformation

Sweeping change accompanied record performance at General Motors in 2017. To continue focusing resources on its most profitable franchises, GM sold its Opel/Vauxhall and GM Financial European operations, and exited South and East Africa, and India. To advance its vision of a zero emissions world, GM laid out plans to introduce at least 20 new all-electric vehicles that will launch by 2023. The Company also recently filed a Safety Petition asking the U.S. Department of Transportation to allow GM to safely deploy its fourth-generation self-driving Cruise AV on public roads. This vehicle eliminates the steering wheel, pedals, and other unnecessary manual controls. GM expects to deploy self-driving vehicles at scale in a dense urban environment in 2019.

GAAP NET REVENUE $145.6B INCOME $0.3B AUTO OPERATING CASH FLOW $13.9B EPS-DILUTED $0.22 Non-GAAP EBIT-adj. MARGIN 8.8% EBIT-adj. $12.8B Adj. AUTO FCF $5.2B EPS-DILUTED adj. $6.62 Note: EBIT-adjusted, EBIT-adjusted margin, adjusted automotive free cash flow and EPS-diluted-adjusted are non-GAAP financial measures. Appendix A includes a reconciliation of these non-GAAP financial measures to their most directly comparable measures reported under accounting principles generally accepted in the United States.

PROXY STATEMENT SUMMARY

Executive Compensation Highlights

We provide highlights of our compensation program below. Please review our Compensation Discussion and Analysis and compensation-related tables beginning on page 35 of this Proxy Statement for a complete understanding of our compensation program.

Note: For additional information on the table above, please see the Summary Compensation Table in “Executive Compensation” on page 57.

CEO 2017 COMPENSATION STRUCTURE AVERAGE NEO 2017 COMPENSATION STRUCTURE COMPENSATION PROGRAM EVOLUTION AND ENHANCEMENTS IN 2017 Since 2013, we have taken significant actions to align our compensation programs with shareholders’ interests by focusing our leaders on the key areas that both drive the business forward and align to the short-term and long-term interests of our shareholders. For an in-depth discussion of how we have evolved our programs, including in response to active shareholder engagement, see “Executive Compensation—Compensation Overview—Shareholder Engagement Initiatives” on page 38. Key 2017 Enhancements: For short-term incentive compensation, we increased focus on key financial measures and added an individual performance element to incorporate individual performance goals for each NEO. For long-term incentive compensation, we eliminated time-vested restricted stock units and replaced them with Stock Options and incorporated relative performance measures into the performance stock units.

PROXY STATEMENT SUMMARY

Environmental and Sustainability Performance

Our vision for the future can be summed up with three numbers: zero crashes, zero emissions, and zero congestion.

CUSTOMER-DRIVEN SUSTAINABILITY Putting the customer at the center of everything we do extends both to how we build our products and to how we serve and improve our communities. When it comes to sustainability, we pursue a future that creates value for all of our stakeholders.

ITEM NO. 1 – ELECTION OF DIRECTORS

Overview of Your Board

SUMMARY At the 2018 Annual Meeting, 11 directors will be elected. The Governance Committee evaluated the nominees in accordance with the Committee’s charter and our Corporate Governance Guidelines and submitted the nominees to the full Board for approval. On April 17, 2018, the Board elected Mr. Wenig as a member of the Board. All of the other nominees are current GM Board members who were elected by shareholders at the 2017 Annual Meeting.

ITEM NO. 1 – ELECTION OF DIRECTORS

WE HAVE THE RIGHT BOARD AT THE RIGHT TIME FOR GM GM’s long-term strategy is to strengthen its core business by deploying capital to higher-return opportunities and developing new technologies that will unlock our vision of zero crashes, zero emissions, and zero congestion while also driving cost efficiencies. Your Board believes that it is composed of individuals who collectively possess the right mix of skills, qualifications, and experiences to promote shareholder interests and value and oversee management as it executes its strategic plan, capitalizes on key opportunities, and addresses critical risks. Transforming Our Core Business: GM remains focused on strengthening our core business by delivering winning vehicles, building profitable adjacent businesses, making tough, strategic decisions, and targeting 10% core margins. Your Board has directors with established track records of driving strong performance as CEOs of large public companies. Overseeing a Complex, Global Manufacturing Company: As a large, complex manufacturing company with operations around the globe, GM faces a variety of critical challenges – from managing our global supply chain, addressing international trade issues, and controlling raw material costs to maintaining strong relationships with our international workforce. To help management tackle these challenges, your Board has directors with extensive experience leading large, global organizations as CEOs and in other key leadership positions. Performance Throughout the Business Cycle: GM operates in a cyclical industry. It is crucial that GM maintain a strong balance sheet and consistently deploy its capital to the highest-return opportunities. Your Board has directors with deep finance and capital markets expertise to oversee management’s capital allocation strategy and effectively balance long-term investment with return of value to shareholders in the near term. Navigating a Heavily Regulated Industry: As an automotive manufacturing company, GM must navigate a complicated regulatory landscape – with overlapping, and sometimes conflicting, federal, state, and international emissions, environmental, and safety regulations. In addition, as a leader in autonomous vehicle (“AV”) development, GM is working with regulators to develop new rules for AVs, a technology that did not exist just a few years ago. Your Board has directors with experience leading automotive companies and companies in other highly regulated industries – such as the pharmaceutical and energy industries – as well as directors with public policy expertise, including a former high-ranking government official. Fostering Deep Customer Relationships: In addition to being a global manufacturing company, GM is – at its core – a consumer products company. One of our key priorities is to put the customer at the center of everything we do. To support this priority, your Board has directors with marketing expertise and experience leading consumer products companies to help management grow our brands and drive customer loyalty. Leading in the Future of Personal Mobility: With our vision of zero crashes, zero emissions, and zero congestion, GM is transforming the future of personal mobility through investments in electrification, AV, and car and ridesharing. Your Board has directors with extensive technology expertise gained from senior leadership roles at large technology companies. Your Board is a strategic asset for GM and is driving effective oversight and execution of GM’s strategic plan and holding management accountable.

ITEM NO. 1 – ELECTION OF DIRECTORS

Your Board nominees offer a diverse range of skills and experience in relevant areas.

SKILL/ QUALIFICATION

BARRA

SOLSO

GOODEN

JIMENEZ

MENDILLO

MULLEN

MULVA

RUSSO

SCHOEWE

STEPHENSON

WENIG

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Board Membership Criteria, Refreshment, and Succession Planning

The selection of qualified directors is fundamental to the Board’s successful oversight of GM’s strategy and enterprise risks. As a result, ensuring your Board is composed of directors who bring diverse viewpoints and perspectives, exhibit a variety of skills, professional experiences, and backgrounds, and effectively represent the long-term interests of shareholders is critical to your Board and the Governance Committee. The priorities for recruiting new directors are continually evolving based on the Company’s strategic needs and the skills composition of your Board at any particular time. These dynamic priorities ensure the Board remains a strategic asset capable of addressing the risks, trends, and opportunities that GM will face in the future. In evaluating potential director candidates, the Governance Committee considers, among other factors, the criteria shown above in the skills and qualifications matrix for your current directors and any additional characteristics that it believes one or more directors should possess based on an assessment of the needs of the Board at that time. In every case, director candidates must be able to contribute significantly to your Board’s discussion and decision-making on the broad array of complex issues facing GM. The Governance Committee also engages a reputable, qualified search firm that uses our skills matrix to inform the search and help identify and evaluate potential candidates.

The Governance Committee considers individuals with a broad range of business experience and varied backgrounds. Although GM does not have a formal policy governing diversity among directors, your Board strives to identify candidates with diverse backgrounds. We recognize the value of overall diversity and consider members’ and candidates’ opinions, perspectives, personal and professional experiences, and backgrounds, including gender, race, ethnicity, and country of origin. We believe that the judgment and perspectives offered by a diverse board of directors improves the quality of decision making and enhances the Company’s business performance. We also believe such diversity can help the Board respond more effectively to the needs of customers, shareholders, employees, suppliers, and other stakeholders.

ITEM NO. 1 – ELECTION OF DIRECTORS

The Governance Committee will consider persons recommended by shareholders for election to the Board. The Governance Committee will review the qualifications and experience of each recommended candidate using the same criteria for candidates proposed by Board members and communicate its decision to the candidate or the person who made the recommendation.

Your Board’s Nominees for Director

Set forth below is other information about our director nominees, including their name and age, recent employment or principal occupation, their period of service as a GM director, the names of other public companies for which they currently serve as a director or have served as a director in the past, and a summary of their specific experiences, qualifications, attributes, and skills. We believe each of your Board’s nominees is highly qualified with unique experiences that are particularly beneficial to GM. Collectively, we believe these director nominees represent the best mix of expertise, qualifications, and skills to advance GM’s business strategy and serve the interest of all of our shareholders by driving long-term shareholder value.

The Board of Directors recommends a vote FOR each of the nominees below.

TO RECOMMEND AN INDIVIDUAL FOR BOARD MEMBERSHIP, WRITE TO: GM’s Corporate Secretary, at General Motors Company, Mail Code 482-C24-A68, 300 Renaissance Center, Detroit, Michigan 48265, or by e-mail to shareholder.relations@gm.com.

ITEM NO. 1 – ELECTION OF DIRECTORS

Mary T. Barra		Theodore M. Solso
Chairman & Chief Executive Officer, General Motors Company		Independent Lead Director, General Motors Company and Retired Chairman & Chief Executive Officer, Cummins, Inc.
56 years old		71 years old
Director since: 2014		Director since: 2012
Committees   Executive (Chair)   Current Public Company Directorships   The Walt Disney Company   Prior Public Company Directorships   General Dynamics Corporation (2011 to 2017)   Prior Experience Ms. Barra has served as Chairman of GM’s Board of Directors since January 2016 and Chief Executive Officer of GM since January 2014. Prior to that time, she served as Executive Vice President, Global Product Development, Purchasing and Supply Chain from 2013 to 2014; Senior Vice President, Global Product Development from 2011 to 2013; Vice President, Global Human Resources from 2009 to 2011; and Vice President, Global Manufacturing Engineering from 2008 to 2009. Ms. Barra began her career at GM in 1980.   Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of GM and in other key leadership positions at the Company, including experience in operational excellence, strategic planning, purchasing and supply chain, human resources, and manufacturing and engineering. u   In-depth knowledge of the global automotive industry. u  Deep understanding of GM’s strengths, weaknesses, opportunities, challenges, risks, and corporate culture. u  Ability to drive the efficient execution of GM’s strategic plan and vision for the future. u  Strong leadership and management skills coupled with extensive engineering and global product development experience. u  Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.		Committees   Executive   Current Public Company Directorships   Ball Corporation (Lead Director)   Prior Public Company Directorships   Ashland Inc. (1999 to 2012) (Lead director 2003 to 2010)   Prior Experience Mr. Solso served as Non-Executive Chairman of the GM Board of Directors from 2014 to 2016. He was Chairman and Chief Executive Officer of Cummins, Inc. (“Cummins”) from 2000 until his retirement in 2011 and President and Chief Operating Officer of Cummins from 1995 to 2000.   Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of Cummins, including automotive-related experience and experience in finance, accounting, and vehicle and workplace safety. u  Background leading a company through strong financial performance and shareholder returns, international growth, and business restructurings. u  Valuable knowledge of key governance matters, including environmental issues, corporate responsibility, diversity, and human rights issues, gained as the CEO of Cummins and the lead director of GM and other large global public companies. u  Extensive experience in automotive manufacturing and engineering, including with respect to emissions reduction technology, development of diesel engines, and compliance with challenging emissions laws and regulations. u  Valuable insight into advancing the business priorities of GM’s international operations gained as the U.S. Chairman of the U.S.-Brazil CEO Forum.

ITEM NO. 1 – ELECTION OF DIRECTORS

Linda R. Gooden		Joseph Jimenez
Retired Executive Vice President, Information Systems & Global Solutions, Lockheed Martin Corporation		Retired Chief Executive Officer, Novartis AG
65 years old		58 years old
Director since: 2015		Director since: 2015
Committees   Audit, Cybersecurity (Chair), Executive, Risk   Current Public Company Directorships   Automatic Data Processing, Inc., The Home Depot, Inc., WGL Holdings, Inc., and Washington Gas & Light Company, a subsidiary of WGL Holdings, Inc.   Prior Experience Ms. Gooden served as Executive Vice President, Information Systems & Global Solutions of Lockheed Martin Corporation (“Lockheed”) from 2007 to 2013. She was Deputy Executive Vice President, Information and Technology Services of Lockheed from October to December 2006; and President, Information Technology of Lockheed from 1997 to December 2006.   Reasons for Nomination u  Significant senior leadership experience gained through various leadership positions at Lockheed, including experience in technology, innovation, acquisitions, divestitures, business restructuring, finance, and risk management. u  Valuable insight into GM’s information technology (“IT”) function, technology systems and processes, and cybersecurity framework, including those related to mobility and autonomous vehicles, gained through various leadership roles at Lockheed. u  Extensive expertise in cybersecurity and IT as well as significant operational, strategic planning, and government relations experience. u  Valuable knowledge of key governance matters gained as a director of GM and other large global public companies.		Committees   Executive Compensation, Governance and Corporate Responsibility   Current Public Company Directorships   The Procter & Gamble Co.   Prior Public Company Directorships   Colgate-Palmolive Company (2010 to 2015)   Prior Experience Mr. Jimenez served as Chief Executive Officer of Novartis AG (“Novartis”) from 2010 until his retirement in 2017. He was Head of Novartis’ Pharmaceuticals Division from October 2007 to 2010 and Head of Novartis’ Consumer Health Division from April to October 2007. Prior to joining Novartis, Mr. Jimenez served as Advisor to the Blackstone Group L.P., a private equity firm, from 2006 to 2007. He was President and Chief Executive Officer of H.J. Heinz Company (“Heinz”) North America from 2002 to 2006 and Executive Vice President, President and Chief Executive Officer of Heinz Europe from 1999 to 2002. Prior to joining Heinz, Mr. Jimenez held various leadership positions at ConAgra Foods Inc. (“ConAgra”), including President and Senior Vice President of two operating divisions from 1993 to 1998.   Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of Novartis and in other senior leadership positions in the consumer products industry, including experience in international operations, strategic planning, and finance. u  Valuable insight into GM’s strategy to enhance the customer experience and earn customers for life gained through various senior leadership positions at Heinz and ConAgra and as a director of Colgate-Palmolive Company. u  Experience executing business restructurings and significant business transformations at both Heinz and Novartis. u  Valuable knowledge of key governance matters gained as the CEO of Novartis and a director of GM and other large global public companies.

ITEM NO. 1 – ELECTION OF DIRECTORS

Jane L. Mendillo		Admiral Michael G. Mullen
Retired President & Chief Executive Officer, Harvard Management Company		Former Chairman, Joint Chiefs of Staff
59 years old		71 years old
Director since: 2016		Director since: 2013
Committees   Audit, Finance   Current Public Company Directorships   Lazard Ltd   Prior Experience Ms. Mendillo served as President and Chief Executive Officer of the Harvard Management Company (“HMC”) from 2008 to 2014, managing Harvard University’s approximately $37 billion global endowment and related assets. Prior to joining HMC, she was Chief Investment Officer of Wellesley College from 2002 to 2008; and prior to that, she spent 15 years at HMC in various other investment roles. She also served as Chair of the investment committee of the Partners Healthcare System; a member of the board of directors and investment committee of the Mellon Foundation; Senior Investment Advisor and Trustee to the Old Mountain Private Trust Company; and a member of the Board and Executive Committee of Berklee College of Music.   Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of HMC, including experience in risk and crisis management. u  Deep capital markets expertise gained from her more than 30 years managing globally diverse endowments and investment portfolios. u  Valuable insight into GM’s disciplined capital allocation framework and its financial policies and strategies. u  Valuable knowledge of key governance matters gained as a director of GM and another large global public company.		Committees   Audit, Cybersecurity, Executive, Risk (Chair)   Current Public Company Directorships   Sprint Corporation   Prior Experience Admiral Mullen served as the 17th Chairman of the Joint Chiefs of Staff from 2007 until his retirement in 2011, one of his four different four-star assignments; the others included the 28th Chief of Naval Operations from 2005 to 2007; Commander, U.S. Naval Forces Europe/Allied Joint Force Command Naples from 2004 to 2005; and the 32nd Vice Chief Naval Officer from 2003 to 2004. Admiral Mullen has been President of MGM Consulting LLC since 2012, and he serves as a Charles and Marie Robertson Visiting Professor at the Woodrow Wilson School of Public and International Affairs at Princeton University.   Reasons for Nomination u  Extensive senior leadership experience gained over a 43-year career in the U.S. military, including four-star assignments in the U.S. Navy, which were equivalent to the Navy’s Chief Executive Officer, Chief Operating Officer, and Chief Financial Officer, and culminating in his appointment as Chairman of the Joint Chiefs of Staff. u  Valuable insight into GM’s IT function, technology systems and processes, and cybersecurity framework gained through overseeing the rapid development and deployment of innovative technologies for effective 21st-century military solutions. u  Deep experience leading change in complex organizations, strategic planning, budget policy, risk and crisis management, executive development and succession planning, diversity implementation, cybersecurity, and technical innovation. u  Experience in navigating geopolitical risks, succession planning, diversity, accountability, crisis management, public policy, and safety culture. u  Valuable knowledge of key governance matters gained as a long-tenured military leader and a director of GM and another large global public company.

ITEM NO. 1 – ELECTION OF DIRECTORS

James J. Mulva		Patricia F. Russo
Retired Chairman & Chief Executive Officer, ConocoPhillips		Chairman, Hewlett Packard Enterprise Company
71 years old		65 years old
Director since: 2012		Director since: 2009
Committees   Executive, Executive Compensation, Finance (Chair), Risk   Current Public Company Directorships   General Electric Company and Baker Hughes, a GE company   Prior Public Company Directorships   Statoil ASA (2013 to 2015)   Prior Experience Mr. Mulva served as Chairman and Chief Executive Officer of ConocoPhillips from 2004 until his retirement in 2012. He was Chairman, President, and Chief Executive Officer of ConocoPhillips from 2004 to 2008 and President and Chief Executive Officer of ConocoPhillips from 2002 to 2004.   Reasons for Nomination u  Extensive senior leadership experience gained as the CEO of ConocoPhillips, including experience in finance and international business. u  Significant strategic business experience, including with respect to mergers and acquisitions, business restructurings, joint ventures, and the successful navigation of the highly competitive energy industry. u  Valuable insight into GM’s manufacturing and safety strategies gained through experience in global manufacturing at ConocoPhillips with a focus on risk management. u  Valuable knowledge of key governance matters gained as the CEO of ConocoPhillips and a director of GM and other large global public companies.		Committees   Executive, Executive Compensation, Finance, Governance and Corporate Responsibility (Chair)   Current Public Company Directorships   Arconic Inc. (formerly Alcoa) (Interim-Chairman April 2017 to October 2017 and Lead Director May 2015 to April 2017), Hewlett Packard Enterprise Company (Chairman), KKR Management LLC (the managing partner of KKR & Co. L.P.), and Merck & Co. Inc.   Prior Public Company Directorships   Hewlett-Packard Company (2011 to 2015) (Lead Director 2014 to 2015)   Prior Experience Ms. Russo served as Lead Director of the Hewlett-Packard Company Board of Directors from 2014 to 2015. She was Lead Director of the GM Board of Directors from March 2010 to January 2014. She also served as Chief Executive Officer of Alcatel-Lucent S.A. (“Alcatel-Lucent”) from 2006 to 2008; Chairman and Chief Executive Officer of Lucent Technologies, Inc. (“Lucent”) from 2003 to 2006; and President and Chief Executive Officer of Lucent from 2002 to 2006.   Reasons for Nomination u  Extensive senior leadership gained as the CEO of Alcatel-Lucent and Lucent, including experience in corporate strategy, finance, sales and marketing, technology, and leadership development. u  Significant strategic business experience gained through managing critical technology disruptions and successfully leading Lucent through a severe industry downturn. u  Valuable insight into GM’s evaluation and execution of strategic transactions gained through experience overseeing Hewlett-Packard Company’s split into two companies, the Alcoa-Arconic split, and managing the Alcatel-Lucent merger. u  Valuable knowledge of key governance matters, including executive compensation, gained as the CEO of Alcatel-Lucent and Lucent and a director of GM and other large global public companies.

ITEM NO. 1 – ELECTION OF DIRECTORS

Thomas M. Schoewe		Carol M. Stephenson, O.C.
Retired Executive Vice President & Chief Financial Officer, Wal-Mart Stores, Inc.		Retired Dean, Ivey Business School, The University of Western Ontario
65 years old		67 years old
Director since: 2011		Director since: 2009
Committees   Audit (Chair), Cybersecurity, Executive, Finance, Risk   Current Public Company Directorships   KKR Management LLC and Northrop Grumman Corporation   Prior Public Company Directorship   PulteGroup, Inc. (2009 to 2012)   Prior Experience Mr. Schoewe served as Executive Vice President and Chief Financial Officer of Wal-Mart Stores, Inc. (“Wal-Mart”) from 2000 to 2011. Prior to joining Wal-Mart, he was Senior Vice President and Chief Financial Officer of Black & Decker Corporation (“Black & Decker”) from 1996 to 1999; Vice President and Chief Financial Officer of Black & Decker from 1993 to 1996; Vice President of Finance of Black & Decker from 1989 to 1993; and Vice President of Business Planning and Analysis of Black & Decker from 1986 to 1989.   Reasons for Nomination: u  Extensive financial expertise as the CFO of Wal-Mart and Black & Decker. u  Significant senior leadership experience gained in various leadership positions, including experience in financial reporting, accounting and controls, business planning and analysis, and risk management. u  Valuable insight into GM’s IT function, technology systems and processes, and cybersecurity framework gained through experience leading large-scale, transformational IT implementations at Wal-Mart and Black & Decker. u  Valuable knowledge of key governance matters gained as a director of GM and at other large global public companies.		Committees   Executive, Executive Compensation (Chair), Governance and Corporate Responsibility   Current Public Company Directorships   Intact Financial Corporation (formerly ING Canada) and Maple Leaf Foods Inc.   Prior Public Company Directorships   Ballard Power Systems, Inc. (2012 to 2017) and Manitoba Telecom Services (2008 to 2016)   Prior Experience Ms. Stephenson served as Dean of the Ivey Business School at the University of Western Ontario from 2003 until her retirement in 2013. Prior to joining the Ivey Business School, she was President and Chief Executive Officer of Lucent Technologies Canada from 1999 to 2003. She was also a member of the Advisory Board of General Motors of Canada, Limited, a GM subsidiary, from 2005 to 2009 and appointed an officer of the Order of Canada in 2009.   Reasons for Nomination u  Significant senior leadership experience gained as Dean of the Ivey Business School and in leadership positions in the telecommunications industry. u  Valuable insight into GM’s strategy to strengthen our core business and transform the future of personal mobility gained through expertise in marketing, operations, strategic planning, technology development, and financial management. u  Extensive expertise in North American trade issues and the Canadian business environment gained as a director at several leading Canadian companies. u  Valuable knowledge of key governance matters, including executive compensation, gained as a director of GM and at other large global public companies.

ITEM NO. 1 – ELECTION OF DIRECTORS

ITEM NO. 1 – ELECTION OF DIRECTORS

Non-Employee Director Compensation

Our non-employee directors receive cash compensation as well as equity compensation in the form of GM Deferred Share Units (“DSUs”) for their Board service. Compensation for our non-employee directors is set by the Board at the recommendation of the Governance Committee.

The Governance Committee, which consists solely of independent directors, annually assesses the form and amount of non-employee director compensation and recommends changes, if appropriate, to the Board based upon competitive market practices. GM’s Legal Staff also supports the Committee in determining director compensation and designing the related benefit programs. In addition, if the Governance Committee determines it is necessary, it has the authority to engage the services of outside consultants, experts, and others to assist in designing and setting director compensation. As part of its annual review, the Committee conducts extensive benchmarking by reviewing director compensation data for the executive compensation peer group described in “Executive Compensation—Compensation Overview—Peer Group for Compensation Comparisons” on page 41. Following its review of GM’s director compensation in December 2017, the Governance Committee recommended that the Board maintain the same structure and level of compensation and stock ownership requirements for 2018 as were in place in 2017.

During 2017, compensation for non-employee directors consisted of the elements described in the table below. We do not pay any other retainers or meeting fees. The Independent Lead Director and Committee Chairs receive additional compensation due to the increased workload and additional responsibilities associated with these positions. In particular, Mr. Solso’s compensation as Independent Lead Director reflects the additional time commitment for this role, which includes, among other responsibilities, attending all Board Committee meetings, meeting with the Company’s investors, and attending additional meetings with the Company’s senior management, including the CEO. For additional information about the roles and responsibilities of our Independent Lead Director, see “Corporate Governance—Board Leadership Structure” on page 21.

ITEM NO. 1 – ELECTION OF DIRECTORS

Non-employee directors are required to defer 50% of their annual Board retainer ($142,500) into DSUs under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the “Director Compensation Plan”). Directors may elect to defer all or half of their remaining Board retainer or amounts payable (if any) for serving as Committee Chair or Independent Lead Director into additional DSUs. The fees for a director who joins or leaves the Board or assumes additional responsibilities during the year are prorated for his or her period of service.

Each DSU is equal in value to a share of GM common stock and is fully vested upon grant, but does not have voting rights. DSUs will not be available for disposition until after the director leaves the Board. After leaving the Board, the director will receive a cash payment or payments based on the number of DSUs in the director’s account, valued at the average daily closing market price for the quarter immediately preceding payment. Directors will be paid in a lump sum or in annual installments for up to five years based on their deferral elections. All DSUs granted are rounded up to the nearest whole unit. Any portion of the retainer that is deferred into DSUs may also earn dividend equivalents, which are credited at the end of each calendar year to each director’s account in the form of additional DSUs. DSUs granted are determined as follows:

As outlined below, we provide certain additional benefits to non-employee directors.

Non-employee directors are not eligible to participate in any of the savings or retirement programs for our employees. Other than as described in this section, there are no separate benefit plans for directors.

Amount of compensation required or elected to be deferred each calendar year under the Director Compensation Plan ÷ Average daily closing market price of our common stock for that calendar year = DSUs Granted

ITEM NO. 1 – ELECTION OF DIRECTORS

This table shows the compensation that each non-employee director received for his or her 2017 Board and Committee service.

CORPORATE GOVERNANCE

Role of the Board of Directors

Board Size

Code of Business Conduct and Ethics: “Winning with Integrity”

Corporate Governance Guidelines

CORPORATE GOVERNANCE

Director Independence

Board Leadership Structure

Your Board has the flexibility to decide when the positions of Chairman and CEO should be combined or separated and whether an executive or an independent director should be Chairman. This approach is designed to allow the Board to choose the leadership structure that will best serve the interests of our shareholders at any particular time. In January 2016, the Board recombined the positions of Chairman and CEO under the leadership of Ms. Barra and designated Mr. Solso as Independent Lead Director. For 2018, our independent directors unanimously voted to appoint Mr. Solso as the Independent Lead Director for the third consecutive year. The Board’s key duties include oversight of strategy, risk management, and legal and regulatory compliance as well as CEO succession planning. In each of these areas, the Board determined that a combined role of Chairman and CEO, with the presence of a strong Independent Lead Director and governance best practices, is the optimal Board leadership structure for GM at this time. Mr. Solso’s perspective on your Board’s leadership structure is provided on the following page.

CORPORATE GOVERNANCE

CORPORATE GOVERNANCE

Executive Sessions

Independent directors have an opportunity to meet in executive session without management present as part of each regularly scheduled Board meeting. Executive sessions are chaired by the Independent Lead Director, Mr. Solso.

During executive sessions, the independent directors may review CEO performance, compensation, and succession planning; strategy; risk; future Board agendas and flow of information to directors; corporate governance matters; and any other matters of importance to the Company raised during a meeting or otherwise presented by the independent directors.

The non-management directors of the Board met in executive session six times in 2017, including one time with only independent directors present.

Board Committees

Your Board of Directors has seven standing Committees: Audit, Cybersecurity, Executive Compensation, Finance, Governance, Risk, and Executive. The key responsibilities, recent activities, and focus areas of each Committee are set forth below, together with their current membership and the number of meetings held in 2017. Each Committee Chair meets regularly with management during the year to discuss Committee business, shape agendas, and facilitate efficient meetings. The Independent Lead Director, Mr. Solso, attends all Committee meetings to serve as a resource and identify topics requiring the full Board’s attention. The Board has determined that each member of the Audit, Compensation, Governance, Cybersecurity, Finance, and Risk Committees is independent according to NYSE listing standards and our Corporate Governance Guidelines.

In November 2017, the Board formed the Cybersecurity Committee, at which time the Risk Committee and Audit Committee charters were revised to reflect the transfer of cybersecurity oversight responsibilities. For additional information about our new Cybersecurity Committee, see “Corporate Governance—Board and Committee Oversight of Risk” on page 27.

CORPORATE GOVERNANCE

Thomas M. Schoewe,     Chair		Members: Thomas M. Schoewe (Chair), Linda R. Gooden, Jane L. Mendillo, and Michael G. Mullen   Meetings held in 2017: 7				Linda R. Gooden,     Chair		Members: Linda R. Gooden (Chair), Michael G. Mullen, and Thomas M. Schoewe   Meetings held in 2017: 2
Key Responsibilities u  Oversees the quality and integrity of our financial statements, related disclosures, and internal controls; u  Reviews and discusses with management and the independent auditors the Company’s earnings releases and quarterly and annual reports on Forms 10-Q and 10-K prior to filing with the SEC; u  Reviews the Company’s critical accounting policies, financial reporting and accounting standards and principles, and key accounting decisions and judgments affecting the Company’s financial statements; u  Reviews the scope and effectiveness of the Company’s compliance and ethics programs; u  Oversees the retention, qualifications, and performance of the independent auditor; u  Preapproves all audit and permitted non-audit services provided by the independent auditor; u  Regularly meets in private sessions with the General Counsel, Chief Compliance Officer, General Auditor and independent auditor; u  Reviews the scope, effectiveness, and independence of the Company’s internal audit function; and u  Oversees the Company’s compliance with legal, ethical, and regulatory requirements.   The Board has determined that all members of the Audit Committee meet heightened independence and qualification criteria and are financially literate in accordance with the NYSE listing standards and that Ms. Gooden, Ms. Mendillo, and Mr. Schoewe are each qualified as an “audit committee financial expert” as defined by the SEC.     For additional information about the Audit Committee and its 2017 activities, see its report included in this Proxy Statement beginning on page 70.						Key Responsibilities u  Oversees the effectiveness of the Company’s cybersecurity programs and its practices for identifying, assessing, and mitigating cybersecurity risks; u  Reviews the Company’s controls to prevent, detect, and respond to cyberattacks and breaches involving GM’s electronic information, intellectual property, sensitive data, connected products, and the connected ecosystem; u  Oversees management’s implementation of cybersecurity programs and risk policies and procedures and management’s actions to safeguard their effectiveness; and u  Evaluates the Company’s cyber crisis preparedness, incident response plans, and disaster recovery capabilities.

Recent Activities and Key Focus Areas Conducted competitive request for proposal process to select the Company’s new independent auditor, Ernst & Young LLP Examined the impact of the enactment of U.S. tax reform legislation Prepared for adoption of new revenue recognition standard Reviewed internal controls over financial reporting to maintain world-class control environment Recent Activities and Key Focus Areas Evaluated GM’s key cybersecurity risks and enterprise and product cybersecurity programs Approved ransomware policy and countermeasures Oversaw management’s optimization of GM’s cybersecurity function

CORPORATE GOVERNANCE

Carol M. Stephenson,     Chair		Members: Carol M. Stephenson (Chair), Joseph Jimenez, James J. Mulva, and Patricia F. Russo   Meetings held in 2017: 6				James J. Mulva,     Chair		Members: James J. Mulva (Chair), Jane L. Mendillo, Patricia F. Russo, and Thomas M. Schoewe   Meetings held in 2017: 4
Key Responsibilities u  Oversees the Company’s executive compensation policies, practices, and programs; u  Reviews and approves corporate goals and objectives, evaluates performance (along with the full Board), and determines compensation levels for the Chairman and CEO; u  Reviews and approves compensation of NEOs, executive officers, and other senior leaders under its purview; u  Oversees compensation policies and practices so that the plans do not encourage unnecessary or excessive risks; and u  Oversees the Company’s policies and practices that promote diversity and inclusion.   The Board has determined that all members of the Executive Compensation Committee meet heightened independence and qualification criteria in accordance with NYSE listing standards and SEC rules.						Key Responsibilities u  Assists the Board in its oversight of financial policies, strategies, and capital structure; u  Reviews the Company’s cash management as well as proposed capital plans, capital expenditures, dividend actions, stock splits and repurchases, issuances of debt or equity securities, and credit facility and other borrowings; u  Reviews any significant financial exposures and contingent liabilities of the Company, including foreign exchange, interest rate, and commodities exposures, and the use of derivatives to hedge those exposures; and u  Reviews the regulatory compliance, administration, financing, investment performance, risk and liability profile, and funding of the Company’s U.S. pension obligations.

Recent Activities and Key Focus Areas Modified GM’s long-term and short-term incentive compensation plans to incorporate shareholder feedback and current best practices Enhanced focus on sustainability in compensation decisions following shareholder feedback Shareholder engagement designed to solicit continued input on GM’s compensation structure Recent Activities and Key Focus Areas Continued to oversee GM’s Capital Allocation Strategy, including management’s decisions to exit GM Europe as well as franchises in South Africa and East Africa and to discontinue retail sales in India Adopted enhanced cash management policies to optimize utilization of GM’s liquidity Monitored continued efforts to deliver world-class cost performance Oversaw GM Financial’s continued execution of its full captive strategy

CORPORATE GOVERNANCE

Patricia F. Russo,     Chair		Members: Patricia F. Russo (Chair), Joseph Jimenez, and Carol M. Stephenson   Meetings held in 2017: 6				Adm. Michael G. Mullen,  Chair		Members: Michael G. Mullen (Chair), Linda R. Gooden, James J. Mulva, and Thomas M. Schoewe   Meetings held in 2017: 4
Key Responsibilities u  Reviews the Company’s corporate governance framework, including all significant governance policies and procedures; u  Oversees Company policies and strategies related to corporate responsibility, sustainability, and political contributions; u  Reviews the appropriate composition of the Board and recommends director nominees; u  Oversees the self-evaluation process of the Board and Committees; u  Recommends compensation of non-employee directors to the Board; and u  Reviews and approves related party transactions and any potential Board conflicts of interest, as applicable.						Key Responsibilities u  Assists the Board in its oversight of the Company’s risk management framework and practices; u  Reviews the Company’s risk culture, including open risk discussions and the integration of risk management into the Company’s behaviors, decision making, and processes; u  Reviews management’s evaluation of strategic and operating risks, including risk concentrations, mitigating measures and the types and levels of risk that are acceptable in the pursuit and protection of shareholder value; u  Reviews the impact of the Company’s programs and practices regarding vehicle and workplace safety; and u  Reviews risks related to the Company’s public policy positions in the United States and internationally.

Recent Activities and Key Focus Areas Continued board succession planning with recruitment of Devin N. Wenig, who brings key technology and consumer-facing expertise to complement the Board’s current mix of skills and capabilities, which will help the Company compete in a rapidly changing industry Managed Director-Shareholder engagement program that facilitated important feedback to the Board Oversaw ESG strategy to improve GM third-party rankings and performance Reviewed U.S. corporate political contributions as well as GM PAC contributions and expenditures. Recent Activities and Key Focus Areas Reinforced enterprise-wide objective of best-in-class workplace safety Conducted review of key strategic and cross-functional risks, including vehicle safety; emissions and fuel economy compliance; global product portfolio; product quality; and workplace culture Evaluated key public policy, geopolitical, and region-specific risks and reviewed mitigating actions taken by management to protect shareholder value Reviewed results of the annual enterprise risk assessment, including determination of enterprise risk focus for 2018

CORPORATE GOVERNANCE

Access to Outside Advisors

The Board and each Board Committee can select and retain the services of outside advisors at the Company’s expense.

Board and Committee Meetings and Attendance

In 2017, your Board held a total of 10 meetings, and average director attendance at Board and Committee meetings was 97%. Each director standing for re-election attended at least 90% of the total meetings of the Board and Committees on which he or she served in 2017. Directors are expected to attend our Annual Meeting of shareholders, which is held in conjunction with a regularly scheduled Board meeting. All directors in office at such time attended the 2017 Annual Meeting.

Board and Committee Oversight of Risk

Your Board has the overall responsibility for risk oversight, with a focus on the most significant risks facing the Company. Effective risk management is the responsibility of the CEO and other members of management, specifically the Senior Leadership Team. As part of the risk management process, each of the Company’s business units and functions is responsible for identifying risks that could affect the achievement of business goals and strategies, assessing the likelihood and potential impact of significant risks, and prioritizing the risks and actions to be taken to mitigate such risks, as appropriate.

Your Board implements its risk oversight function both as a whole and through delegation to Board Committees, particularly the Risk Committee. The Board receives regular reports from management on particular risks within the Company, through review of the Company’s strategic plan and through regular communication with its Committees. Management provides comprehensive reports to the Risk Committee on the key strategic, operating, vehicle, and workplace safety, financial, and compliance risks facing the Company, including management’s response to managing and mitigating such risks, as appropriate. The Company’s Chief Compliance Officer also regularly reports to the Audit Committee.

The Chair of the Risk Committee coordinates with the Chairs of the other Board Committees in their review of the Company risks that have been delegated to these Committees to support them in coordinating the relationship between risk management policies and practices and their respective oversight accountabilities. Each of the other Board Committees, which meet regularly and report back to the Board, is responsible for oversight of risk management practices for categories of risks relevant to its functions.

Your Board believes that its structure for risk oversight provides for open communication between management and the Board and its Committees, which effectively supports management’s enterprise risk management programs. In addition, strong independent directors chair the Committees involved in risk oversight, and all directors are involved in the risk assessment and ongoing risk reviews.

CORPORATE GOVERNANCE

Succession Planning and Leadership Development

Board and Committee Evaluations

The Board and each Committee conducts an annual self-evaluation to assess effectiveness and consider opportunities for improvement. As part of the evaluation process, each director completes a written questionnaire and is also interviewed by the Chairman and, if requested or needed, the Independent Lead Director. The results of the written questionnaires are compiled anonymously by the Corporate Secretary in the form of summaries for the full Board and each Committee. The feedback received from the questionnaires and interviews is reviewed and discussed by the Governance Committee (as it relates to both the Board and all Committees) and each other Committee (as it relates to such Committee). Following review and discussion by the Committees, the Chairman and the Chair of the Governance Committee summarize the results of the evaluations and report to the full Board for discussion and any action items. In addition, the Chairman and, if applicable, the Independent Lead Director, provide feedback from the individual director interviews to the full Board.

Matters considered in evaluations include the following:

OUR NEW CYBERSECURITY COMMITTEE Your Board recognizes that cybersecurity is critical to GM’s operations – particularly as management continues to execute on its future mobility strategies, such as self-driving vehicles and connected-vehicle technology. GM must ensure that customer and other sensitive data is secure and take proactive steps to protect its products and intellectual property against cyberattacks. In 2017, your Board created a standalone Cybersecurity Committee to enhance its oversight of these cyber risks. Your Board tasked this new Committee with several key risk oversight responsibilities related to the Company’s cybersecurity programs, including oversight of the: practices, procedures, and controls management uses to identify, assess, and manage its key cybersecurity programs and risks; protection of the confidentiality, integrity, and availability of sensitive information, intellectual property, and GM customer data; anDd security of GM products. Your Board believes the Cybersecurity Committee will be a critical asset as cybersecurity becomes increasingly important to GM.

CORPORATE GOVERNANCE

Annual Evaluation of CEO

Director Orientation and Continuing Education

Director Service on Other Public Company Boards

Compensation Committee Interlocks and Insider Participation

During 2017, and as of the date of this Proxy Statement, none of the members of the Compensation Committee was or is an officer or employee of the Company, and no executive officer of the Company served or serves on the compensation committee or board of any company that employed or employs any member of the Company’s Compensation Committee or Board of Directors.

CORPORATE GOVERNANCE

Shareholder Engagement

A priority for the Board is to meet with and hear from shareholders. This dialogue helps the Board and the senior management team gain feedback on a variety of topics, including strategic and financial performance, operations, products, executive compensation, Board composition, and leadership structure as well as important environmental and social issues. The constructive insights, experiences, and ideas exchanged during these engagements enable your Board to further evaluate and assess key initiatives from different perspectives and viewpoints.

Shareholder Protections

Your Board is committed to governance structures and practices that increase shareholder value and protect important shareholder rights. Our Governance Committee regularly reviews these structures and practices, which include the following:

CORPORATE GOVERNANCE

Certain Relationships and Related Party Transactions

Our code of business conduct and ethics, “Winning with Integrity,” requires all of our employees and directors to avoid any activity that is in conflict with our business interests. In addition, your Board has adopted a written policy regarding the review and approval or ratification of “related party transactions.” Under the Related Party Transactions Policy, which is administered by our Governance Committee, directors and executive officers must report any potential related party transactions (including transactions involving immediate family members of directors and executive officers) to the General Counsel or Corporate Secretary to determine whether the transaction constitutes a related party transaction.

For purposes of our Related Party Transactions Policy, a related party transaction includes transactions in which our Company is a participant, the amount involved exceeds $120,000, and a “related party” has or will have a direct or an indirect material interest. Related parties of our Company consist of directors (including nominees for election as directors), executive officers, shareholders beneficially owning more than 5% of the Company’s voting securities, and the immediate family members of these individuals.

Once a related party transaction has been identified, the Governance Committee will review all of the relevant facts and circumstances and approve or disapprove entry into the transaction.

Any member of the Governance Committee who has a potential interest in any related party transaction will recuse himself or herself and abstain from voting on the approval or ratification of the related party transaction, but may participate in all or a portion of the Governance Committee’s discussions of the related party transaction, if requested by the Chair of the Governance Committee. As required under SEC rules, we will disclose all related party transactions in our Proxy Statement.

The son of John Quattrone, our former Senior Vice President, Global Human Resources, is employed by the Company in a non-executive position and in 2017 received compensation of approximately $133,000 and customary Company benefits. His total compensation is similar to the total compensation provided to other employees of the same level with similar responsibilities. The terms of his employment with GM were approved by the Governance Committee pursuant to the Company’s Related Party Transactions Policy.

On March 2, 2018, we repurchased 2,518,257 shares of our common stock from the UAW Retiree Medical Benefits Trust (the “VEBA Trust”), a greater than 5% beneficial owner of GM’s common stock, at a cash price of $39.71 per share, for a total consideration of $100 million (the “Repurchase”). The price paid in the Repurchase represented a 1% discount over the closing price of our common stock on the day the Repurchase was announced. The Repurchase was made pursuant to our previously authorized stock repurchase program and was approved by the Board pursuant to the Company’s Related Party Transactions Policy.

SECURITY OWNERSHIP INFORMATION

Security Ownership of Directors, Named Executive Officers, and Certain Other Beneficial Owners

The beneficial ownership as of April 1, 2018, of our common stock by each director, each NEO, and all directors and executive officers as a group is shown in the following tables, as well as ownership of DSUs and Deferred Salary Stock Units. Each of the individuals listed in the following tables owns less than 1% of the outstanding shares of our common stock; all directors and officers as a group own less than 1% of the outstanding shares. None of the shares shown in the following tables as beneficially owned by directors and executive officers is hedged or pledged as security for any obligation.

Non-Employee Directors