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) November 16, 2006
GENERAL MOTORS CORPORATION
--------------------------
(Exact Name of Registrant as Specified in its Charter)
STATE OF DELAWARE 1-143 38-0572515
----------------- ----- ----------
(State or other jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification No.)
300 Renaissance Center, Detroit, Michigan 48265-3000
----------------------------------------- ----------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (313) 556-5000
--------------
================================================================================
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 5.02 Departure of Directors or Principal Officers; Election of Directors;
Appointment of Principal Officers.
Nicholas Cyprus, age 53, has been elected Controller and Chief Accounting
Officer of the Corporation effective December 1, 2006. Mr. Cyprus has been
Senior Vice President, Controller, and Chief Accounting Officer with the
Interpublic Group of Companies from May 2004 until April 2006, and previously
served as Vice President and Controller of AT&T from January 1999 to March 2004.
Upon commencement of employment with the Corporation, Mr. Cyprus will
receive a one-time lump-sum payment of $300,000, a portion of which reimburses
him for forfeited equity compensation from his previous employer. Mr. Cyprus'
annual base salary will be $550,000, and he will participate in the compensation
plans available to executive officers as described in the Corporation's proxy
statement for its 2006 Annual Meeting of Stockholders dated April 28, 2006, and
as set forth as exhibits to various periodic filings by the Corporation. He will
receive a target bonus of 70% of salary (an amount consistent with incentive
opportunities provided to executives with similar levels of responsibility)
under the GM Annual Incentive Plan, with a guaranteed minimum amount for 2007 of
$300,000; a grant of 5,112 shares of GM $1 2/3 Common Stock under the 2005-2007
GM Long-Term Incentive Plan; and a grant of 10,649 shares of GM $1 2/3 Common
Stock under the 2006-2008 GM Long-Term Incentive Plan. Mr. Cyprus will also
receive additional annual cash payments of $36,000 (2006), $30,500 (2007), and
$30,500 (2008) to compensate him for foregone pension benefits from his previous
employer, and the Corporation will reimburse him for reasonable commuting costs
from his current residence.
In 2007, Mr. Cyprus will receive a stock option grant of 13,000 shares of
GM $1 2/3 Common Stock. In addition, he will receive a grant of restricted stock
units under the 2006 GM Cash-Based Restricted Stock Unit Plan and a grant of
shares under the 2007-2009 GM Long-Term Incentive Plan, each valued at $275,000.
All 2007 incentive plan grants to Mr. Cyprus will be effective on the same
yet-to-be-determined date as grants made to other plan participants.
If during the first two years of his employment, Mr. Cyprus' employment is
terminated by the Corporation other than for cause or if he resigns for good
reason he will receive one times his annual base salary and bonus. If his
employment is terminated during the third year he will receive an amount equal
to one times his annual base salary.
Mr. Cyprus has no other reportable relationships with the Corporation or
its affiliates.
General Motors Corporation announced the foregoing personnel change in a
press release issued on November 16, 2006. That press release is filed herewith
as Exhibit 99.1
ITEM 9.01 Financial Statements and Exhibits
Exhibit Description
------------------------------------------------------------------------------
99 News Release of General Motors Corporation, dated November 16, 2006
# # #
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
--------------------------
(Registrant)
Date: November 16, 2006 By: /s/PAUL W. SCHMIDT
--- ------------------
(Paul W. Schmidt, Controller)