General Motors Corp. | Interfaith Center on Corporate Responsibility

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<strong>Company:</strong>
<p>General Motors Corp.</p>
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<strong>Year:</strong>
<p>2026 </p>
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<strong>Issue Area:</strong>
<p>Corporate Governance </p>
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<strong>Focus Area:</strong>
<p>Independent Board Chairs </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p><strong>RESOLVED</strong>: Shareholders request that the Board of Directors adopt an enduring policy, and amend the governing documents as necessary including the Corporate Governance Guidelines in order that 2 separate people hold the office of the Chairman and the office of the CEO as soon as possible.</p>
<p><strong>SUPPORTING STATEMENT</strong>:</p>
<p dir=”ltr”>The Chairman of the Board shall be an Independent Director. An independent Lead Director shall not be a substitute for an independent Board Chairman.<br> <br>The Board shall have the discretion to select an interim Chairman of the Board, who is not an Independent Director, to serve while the Board is required to seek an Independent Chairman of the Board on an accelerated basis. This policy could be phased in when there is a contract renewal for our current CEO or for the next CEO transition although it is better to adopt it now to obtain the maximum benefit.</p>
<p dir=”ltr”>An independent Board Chairman at all times improves corporate governance by bringing impartiality, objective oversight, and external expertise to board decisions, mitigating conflicts of interest, enhancing transparency, and boosting shareholder confidence. </p>
<p dir=”ltr”>This detached perspective allows the chairman to focus on shareholder interests, strengthen management accountability, and provide critical checks and balances, ultimately contributing to long-term sustainability and credibility. </p>
<p dir=”ltr”>Patricia Russo, GM lead director again received the most against votes of any GM director, 30-times the number of against votes compared to another GM director. Mary Barra, GM Chair/CEO received the second most against votes. </p>
<p dir=”ltr”>An independent Board Chairman could also help General Motors (GM) deal with future headwinds like those that emerged in 2025:</p>
<p dir=”ltr”>In October 2025, GM announced a $1.6 billion negative impact in its Q3 results due to the elimination of federal EV tax credits and the easing of emissions rules by the Trump administration. This charge included $1.2 billion in non-cash impairment costs related to re-evaluating its EV production capacity in response to expected lower consumer demand.<br><br>For Q3 2025, GM’s net income fell by 56%, dropping to $1.3 billion from $3 billion the year prior, primarily due to the EV policy changes.<br><br>The implementation of new auto tariffs created significant financial headwinds. GM reported a $1.1 billion hit to its operating income in Q2 due to tariffs and subsequently cut its 2025 profit forecast, anticipating a potential full-year impact of $4 billion to $5 billion.<br><br>Due to a slower-than-planned EV adoption rate, GM cut shifts for the Chevrolet Bolt and Cadillac EVs. <br><br>In October 2025, the National Highway Traffic Safety Administration (NHTSA) expanded an investigation into 286,000 GM vehicles over a possible engine failure.</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> John Chevedden</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>Chevedden Corporate Governance</span></div>
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<strong>Company:</strong>
<p>General Motors Corp.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Environment </p>
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<strong>Focus Area:</strong>
<p>Biodiversity, Mining </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class><strong>WHEREAS:</strong> Global concern is growing about deep sea mining, a new process that extracts battery-related minerals from the deep seabed. Studies indicate that such mining risks destroying fragile habitats, dramatically reducing biodiversity, and causing irreversible damage to marine ecosystems.[1]</p>
<p class>Deep sea mining dredges the ocean floor, indiscriminately killing sea life in its path and releasing sediment plumes laced with toxic metals, poisoning marine food chains.[2] These plumes can cause a cascading effect of biodiversity loss far beyond the mining site, potentially disrupting entire food webs and resulting in a reduction in food supply and fisheries-related employment.[3]</p>
<p class>Deep sea mining also harms the ability of oceans to sequester carbon and retain long-held carbon stores in the seabed.[4] Recent studies have illuminated the importance of an undisturbed sea floor environment to the ocean’s ability to generate oxygen.[5] Studies further demonstrate that deep sea mining can more than halve wildlife populations.[6] This finding is particularly concerning, given the discovery of over 5,000 new species in just one region planned for deep sea mining.[7]</p>
<p class>Deep sea mining’s scientific uncertainty and potentially catastrophic impacts have led many countries, civil society groups, and corporations to voice concern. More than thirty governments have called for a moratorium on deep sea mining.[8] In addition, electric vehicle (“EV”) manufacturers, including BMW, Renault, Rivian, Volkswagen, and Volvo, have joined tech giants Apple, Google, Salesforce, and Samsung in committing to a global deep sea mining moratorium and pledging to keep their supply chains deep sea mining-free until scientific understanding is sufficient to fully assess the environmental risks.[9] This growing support for a deep sea mining moratorium by countries with major EV markets raises competitiveness and regulatory concerns for companies that allow deep sea mined materials into their supply chains.</p>
<p class>The mineral needs of large electric vehicle manufacturers such as General Motors are touted as the primary incentive for developing a deep sea mining industry. Yet, EV battery technology is trending away from minerals found in deep sea nodules, with a lithium surplus projected through 2027.[10] Such minerals are currently readily available terrestrially, and future demand for critical minerals can be reduced by over 50% through a combination of new technology, circular economy strategies, and recycling.[11]    </p>
<p class>By excluding deep sea mined minerals from its supply chains, General Motors can avoid the reputational harm of being linked to this unnecessary and environmentally harmful industry and avoid the financial risks of orienting its supply chain around an industry with an uncertain regulatory future.</p>
<p class><strong>BE IT RESOLVED:</strong> Shareholders request that General Motors implement a sourcing policy that excludes deep sea mined minerals from its supply chains until scientific findings are sufficient to assess the material environmental risks of deep sea mining.</p>
<p class>[1] https://www.fauna-flora.org/publications/fauna-flora-deep sea-mining-report-update-march-2023/, p.28</p>
<p class>[2] https://nhm.openrepository.com/handle/10141/622833, p.12-13</p>
<p class>[3] https://www.cell.com/current-biology/fulltext/S0960-9822(23)00815-1; https://www.nature.com/articles/s44183-023-00016-8; https://www.cbd.int/article/food-2018-11-21-09-29-49  </p>
<p class>[4] https://www.frontiersin.org/journals/marine-science/articles/10.3389/fmars.2021.706161/full; https://www.frontiersin.org/journals/marine-science/articles/10.3389/fmars.2020.00165/full</p>
<p class>[5] https://www.nature.com/articles/s41561-024-01480-8 </p>
<p class>[6] https://www.cell.com/current-biology/fulltext/S0960-9822(23)00815-1</p>
<p class>[7] https://www.cell.com/current-biology/fulltext/S0960-9822(23)00534-1</p>
<p class>[8] https://deep sea-conservation.org/solutions/no-deep sea-mining/momentum-for-a-moratorium/</p>
<p class>[9] https://www.stopdeepseabedmining.org/endorsers/</p>
<p class>[10] https://www.blueclimateinitiative.org/next-gen-batteries-eliminate-need-for-dsm, p.2-3; https://www.reuters.com/markets/commodities/lithium-supply-surplus-set-stay-with-battery-makers-help-2024-12-10/</p>
<p class>[11] https://www.energy-transitions.org/wp-content/uploads/2023/08/ETC-Materials-Report_highres-1.pdf, p.81; https://rmi.org/wp-content/uploads/dlm_uploads/2023/12/xchange_batteries_the_battery_domino_effect.pdf, p.3; https://wwfint.awsassets.panda.org/downloads/the_future_is_circular___sintefmineralsfinalreport_nov_2022__1__1.pdf, p.2</p>

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<h3>Lead Filer</h3>
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<div class=”views-field views-field-nothing”><span class=”field-content”> Elizabeth Levy</span></div><div class=”views-field views-field-title views-field-field-shareholder”><span class=”field-content”>As You Sow</span></div>
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<strong>Company:</strong>
<p>General Motors Corp.</p>
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<strong>Year:</strong>
<p>2025 </p>
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<strong>Issue Area:</strong>
<p>Lobbying & Political Contributions </p>
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<strong>Focus Area:</strong>
<p>Political Contributions / Lobbying / Bribery </p>
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<strong>Status:</strong>
<p>Filed</p>
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<h2>Resolution Text</h2>
<p class=”p1″><strong>Resolved, </strong>General Motors (GM) shareholders request the preparation of a report, updated annually, disclosing:</p>
<p class=”p3″>I. Company policies and procedures governing direct and indirect lobbying;</p>

Payments by GM used for direct or indirect lobbying, including in each indirect case the aggregate amount of any payments and the recipient; and
Description of management’s decision-making process and the Board’s oversight for making payments described in section 2 above.

<p class=”p8″>For purposes of this proposal, “indirect lobbying” is lobbying engaged in by a trade association or other organization of which GM is a member or to which it contributes. “Direct and indirect lobbying” include efforts at the territorial, local, state and federal levels, including lobbying outside the United States</p>
<p class=”p10″>The report shall be posted on GM’s website.</p>
<p class=”p12″><strong>Supporting Statement</strong></p>
<p class=”p14″>Fuller disclosure of GM’s lobbying activities and expenditures is needed to assess whether GM’s lobbying is consistent with its expressed goals and shareholder interests.</p>
<p class=”p16″>Companies can give unlimited amounts to third party groups that spend millions on lobbying.1 GM fails to fully disclose to GM shareholders its payments to trade associations and social welfare groups, or the amounts used for lobbying. This critically leaves out the actual amounts of GM’s payments being spent on lobbying. GM’s lack of disclosure can present reputational risk when its lobbying contradicts company public positions.</p>
<p class=”p18″>From 2022 through 2024 GM spent approximately $36 Million in federal lobbying. Open Secrets ranked GM as 16th out of 9,025 companies lobbying. GM already publishes a” Political Engagement Overview” which does an excellent job disclosing GM expenditures related to electoral spending but has some notable gaps in lobbying disclosure. For example there is no description of any state lobbying or if grassroots lobbying is utilized.</p>
<p class=”p20″>In addition there is a list of GM’s trade associations but divided into categories with huge payment ranges e.g. National Association of Manufacturers receives between $SOOK and $1 Million, and there is no detail provided on how much of GM’s dues are used for lobbying.</p>
<p class=”p21″>We appreciate GM’s strong commitment to addressing climate change and its strong program to reduce greenhouse gas emissions as well as the pledge to follow the highest ethical standards when engaging in all political advocacy. Yet the Chamber of Commerce often lobbies against forward looking climate policies as does the Republican Attorneys General Association.”</p>
<p class=”p21″>Fuller disclosure of lobbying policies, expenditures, and decision-making processes would allow GM directors and shareholders to evaluate the risks created by GMs lobbying activities. Improved GM lobbying spending disclosure will protect the reputation of GM and preserve shareholder value.</p>
<p class=”p25″>1  https://theintercept.com/20I9/08/06/business-gro up-spending-on-lobbying-in-washington-is-at-least-double-whats-pubIicly-reported/</p>

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Resolution Details

Company:

General Motors Corp.

Year:

2024

Issue Area:

Environment

Focus Area:

Biodiversity, Mining

Status:

Filed

Resolution Text

WHEREAS: The deep sea contains many of the planet’s intact ecosystems and plays a crucial role in regulating the climate.1 Studies indicate that mining this under explored and complex area for battery-related minerals will create irreversible habitat and ecosystem loss and could permanently destroy invaluable carbon storage.2

Deep sea mining (DSM) for mineral deposits found in nodules on the seafloor can be devastating to marine ecosystems, even when performed cautiously. Removing nodules removes habitat.3 Dredging obliterates seafloor life and releases sediment plumes laced with toxic metals that poison marine food chains.4 Studies have found that deep-sea organisms are slow-growing and fragile, and habitats may never recover to pre-impact states.5 The likelihood of biodiversity loss associated with DSM jeopardizes fish-based livelihoods and food supplies.6 As importantly, industrial-scale seafloor exploitation could have grave consequences for the ocean’s ability to absorb carbon dioxide, and may lead to release of carbon stores.7

The scientific uncertainty and likely harms of DSM have caused civil society groups, governments, private organizations, and manufacturers to voice deep-seated concerns. Twenty-four governments have established bans, moratoriums, or precautionary pauses on DSM.8 DSM is also at odds with global goals to protect and restore nature, including the Kunming-Montreal Global Biodiversity Framework.9

Finally, the supply of deep-sea minerals is technologically and financially insecure, making it expensive and risky for automakers to incorporate deep-sea sourced minerals into supply chains.10

Companies are responding to the significant reputational risks inherent to such a destructive practice. Electric vehicle manufacturers, including BMW, Volvo, Volkswagen, Rivian, and Renault, have signed a global moratorium on deep sea mining, pledging to keep their supply chains deep-sea-mineral-free until scientific findings are sufficient to assess the environmental risks of DSM.11

Peers’ commitment to a moratorium demonstrates the precautionary principle and the availability of more sustainable methods to obtain minerals. The BMW Group emphasizes that its “sustainability strategy is also relying more on resource-efficient closed-loop material cycles–with the aim of significantly increasing the percentage of secondary material in vehicles.”12

Unlike its peers, General Motors (GM) has not supported a DSM moratorium or taken a public position on DSM, leaving shareholders concerned that the Company is not addressing the serious reputational, financial, and regulatory risks of DSM.13By taking a public stance on DSM and deep-sea sourced minerals, GM can assure investors that it is addressing the risks of DSM and practicing responsible sourcing.

BE IT RESOLVED: Shareholders request that General Motors publicly disclose the Company’s policies on the use of deep-sea mined minerals in its production and supply chains.

SUPPORTING STATEMENT: At Board discretion, GM should disclose the criteria it will use for decision making related to the use of deep-sea sourced minerals.

1 https://www.frontiersin.org/articles/10.3389/fclim.2023.1169665/full

2 https://www.unepfi.org/wordpress/wp-content/uploads/2022/05/Harmful-Marine-Extractives-Deep-Sea-Mining.pdf, p.11

3 https://www.sciencedirect.com/science/article/pii/S0308597X1630495X?via%3Dihub;https://www.nature.com/articles/s41598-021-91703-4

4 https://nhm.openrepository.com/handle/10141/622833, p. 12,13;https://www.sciencedirect.com/science/article/pii/S0308597X18306407

5 https://www.fauna-flora.org/wp-content/uploads/2023/05/fauna-flora-deep-sea-mining-update-report-march-23.pdf,p.17, 26

6 https://www.nature.com/articles/s44183-023-00016-8

7 https://www.frontiersin.org/articles/10.3389/fmars.2020.00165/full

8 https://savethehighseas.org/voices-calling-for-a-moratorium-governments-and-parliamentarians/

9 https://planet-tracker.org/wp-content/uploads/2023/06/Deep-Sea-Mining.pdf,p.17

10 https://www.blueclimateinitiative.org/sites/default/files/2023-10/whitepaper.pdf, p.1;https://nautil.us/the-dubious-economics-of-deep-sea-mining-309597/

11 https://www.stopdeepseabedmining.org/endorsers/

12 https://www.press.bmwgroup.com/global/article/detail/T0328790EN/bmw-group-protects-the-deep-seas

13 https://www.unepfi.org/wordpress/wp-content/uploads/2022/05/Harmful-Marine-Extractives-Deep-Sea-Mining.pdf,p.34

Separate Chair & CEO

Resolution Details

Resolution Text