UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549-1004
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) October 3, 2006
GENERAL MOTORS CORPORATION
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(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 1-143 38-0572515
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(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
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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))
ITEM 5.03(a) Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year
On October 3, 2006, the Board of Directors of General Motors Corporation ("GM"
or the "Corporation") amended sections 1.7, 1.8, 2.1 and 2.2 of the
Corporation's bylaws dealing with director elections and adopted a new bylaw,
section 1.12, dealing with procedures for stockholder action by written consent,
all effective immediately.
Section 1.7 has been amended to delete the reference to election of directors by
a plurality of the votes present at the meeting.
Section 1.8 has been amended to delete the reference to the procedure for
setting the record date for stockholder action by written consent, which is now
handled by new section 1.12.
New section 1.12 has been added to the bylaws to define the procedures for
stockholder action by written consent.
Section 2.1 has been amended to specify the number of Directors as 12, to
provide that the Board may change the number of Directors by resolution, and to
eliminate a provision that the Board determined the number of Directors between
eight and 20.
Section 2.2 has been amended to add provisions for majority voting for the
election of Directors in uncontested elections and for the resignation and
replacement of incumbent Directors who do not receive more than 50% of the votes
cast in an uncontested election
ITEM 8.01 Other Events
On October 3, 2006, GM issued a news release dealing with changes to its bylaws
and corporate governance policies, including the adoption of majority voting in
director elections. Copies of the news release and of the new corporate
governance policies referred to in the release are attached as exhibits to this
Current Report on Form 8-K.
ITEM 9.01 Financial Statements and Exhibits
Exhibit Description
3.1 Section 1.7 of the Corporation's bylaws, as amended
3.2 Section 1.8 of the Corporation's bylaws, as amended
3.3 Section 1.12 of the Corporation's bylaws, as adopted
3.4 Section 2.1 of the Corporation's bylaws, as amended
3.5 Section 2.2 of the Corporation's bylaws, as amended
99.1 GM News Release dated October 3, 2006
99.2 Resignation Policy Related to Majority Voting for Directors
99.3 Recoupment Policy Related to Unearned Incentive Compensation for
Executive Officers
SIGNATURES
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 CORPORATION
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(Registrant)
Date: October 3, 2006 By: /s/PAUL W. SCHMIDT
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(Paul W. Schmidt, Controller)