General Motors Co false 0001467858 0001467858 2022-08-16 2022-08-16

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): August 16, 2022

 

 

GENERAL MOTORS COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-34960   27-0756180

(State or other jurisdiction

of incorporation)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification No.)

 

300 Renaissance Center, Detroit, Michigan   48265-3000
(Address of principal executive offices)   (Zip Code)

(313) 667-1500

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common Stock, $0.01 par value   GM   New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 


Item 8.01 Other Events.

On August 16, 2022, the Board of Directors (the “Board”) of General Motors Company (the “Company”) authorized a quarterly dividend of $0.09 per share on the Company’s common stock, and on August 18, 2022, declared the first of such quarterly dividends payable on September 15, 2022, to all common stockholders of record as of the close of trading on August 31, 2022.

In addition, on August 19, 2022, the Company announced that it intends to opportunistically resume share repurchases under its share repurchase program. On August 16, 2022, the Board increased the capacity under the Company’s existing share repurchase program to $5.0 billion, up from the $3.3 billion previously remaining under the program.

A copy of the press release relating to these matters is attached as Exhibit 99.1 hereto.

Cautionary Note on Forward-Looking Statements: This Current Report on Form 8-K includes “forward-looking statements” within the meaning of the U.S. federal securities laws. Forward-looking statements are any statements other than statements of historical fact and represent our current judgment about possible future events. In making these statements, we rely upon assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments, as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any future events or financial results, and our actual result may differ materially due to a variety of important factors, many of which are described in our Annual Report on Form 10-K and our subsequent filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. Forward-looking statements speak only as of the date they are made, and we undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where we are expressly required to do so by law.

Item 9.01 Financial Statements and Exhibits

 

Exhibit

  

Description

99.1    Press Release issued by General Motors Company, dated August 19, 2022
104    Cover Page Interactive Data File (embedded within the Inline XBRL document)


SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

      GENERAL MOTORS COMPANY (Registrant)
    By:  

/s/ John S. Kim

Date: August 19, 2022      

John S. Kim

Assistant Corporate Secretary


EX-99.1

Exhibit 99.1

GM Announces Return of Capital to Shareholders

DETROIT – General Motors Co. (NYSE: GM) announced today that its Board of Directors has authorized the reinstatement of a quarterly cash dividend on the company’s outstanding common stock at a rate of $0.09 per share. The first dividend will be paid on Sept. 15, 2022, to shareholders of record as of the close of business on Aug. 31, 2022.

GM also announced it will resume opportunistic share repurchases. This week, the Board increased the capacity under the company’s existing repurchase program to $5.0 billion of common stock, up from the $3.3 billion previously remaining under the program.

“GM is investing more than $35 billion through 2025 to advance our growth plan, including rapidly expanding our electric vehicle portfolio and creating a domestic battery manufacturing infrastructure,” said Mary Barra, GM Chair and CEO. “Progress on these key strategic initiatives has improved our visibility and strengthened our confidence in our capacity to fund growth while resuming the return of capital to shareholders.”

Recent growth milestones include:

 

   

The largest single investment announcement in the company’s history: more than $7 billion in four Michigan manufacturing sites, including a new Ultium Cells LLC plant in Lansing, that will create 4,000 new jobs and retain 1,000

 

   

The launches of the GMC HUMMER EV Pickup and Cadillac LYRIQ, the first vehicles developed on GM’s Ultium Platform

 

   

Significant customer demand for the GMC HUMMER EV Pickup and SUV, the Cadillac LYRIQ and the Chevrolet Silverado EV

 

   

The first customer deliveries for the BrightDrop Zevo 600 electric delivery vehicle, with volume commitments from leading companies including FedEx, Walmart, Verizon and Merchants Fleet

 

   

The Ultium Cells plant in Warren, Ohio is ready to come on-line this month; significant construction progress has been made at the Ultium Cells plants in Spring Hill, Tennessee, and Lansing, Michigan, which open in 2023 and 2024, respectively

 

   

Combined, these Ultium Cells plants are expected to create 6,000 construction jobs and 5,100 operations jobs when they are at full capacity, and the location of a fourth U.S. cell manufacturing plant will be announced soon

 

   

The successful execution of binding agreements to secure all the battery raw material GM requires to scale EV production to more than 1 million units of annual capacity in North America by 2025

 

   

The historic launch of a fully driverless commercial ride share service in San Francisco by Cruise, GM’s majority-owned subsidiary


“GM’s consistently strong earnings, margins and cash flow, our investment-grade balance sheet, and the achievement of several significant milestones in our growth strategy enables us to invest aggressively to accelerate our all-electric future while also supporting the return of excess free cash flow to shareholders, aligned with our long-term capital allocation strategy,” said Paul Jacobson, GM chief financial officer.

GM suspended its quarterly dividend in April of 2020 in response to uncertainty driven by the global coronavirus pandemic.

Cautionary Note on Forward-Looking Statements: This press release contains forward-looking statements that represent our current judgment about possible future events. In making these statements we rely on assumptions and analysis based on our experience and perception of historical trends, current conditions and expected future developments as well as other factors we consider appropriate under the circumstances. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors, both positive and negative. A list and description of these factors can be found in our Annual Report on Form 10-K and our subsequent filings with the U.S. Securities and Exchange Commission. We caution readers not to place undue reliance on forward-looking statements. We undertake no obligation to update publicly or otherwise revise any forward-looking statements, whether as a result of new information, future events or other factors that affect the subject of these statements, except where we are expressly required to do so by law.

General Motors (NYSE:GM) is a global company focused on advancing an all-electric future that is inclusive and accessible to all. At the heart of this strategy is the Ultium battery platform, which powers everything from mass-market to high-performance vehicles. General Motors, its subsidiaries and its joint venture entities sell vehicles under the ChevroletBuickGMCCadillacBaojun and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety and security services, can be found at https://www.gm.com.

###


CONTACTS:

 

GM Communications

Jim Cain

  

james.cain@gm.com

Ph. 313.407.2843

Investor Relations

Ashish Kohli

ashish.kohli@gm.com

Ph. 847.964.3459

Investor Relations

Michael Heifler

michael.heifler@gm.com

Ph. 313.418.0220


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