Item 5.02 Departure of Directors or Certain Officers; Election of Directors;

Appointment of Certain Officers; Compensatory Arrangements of Certain

Officers.

(d) On October 4, 2022, General Motors Company ("GM" or the "Company") announced that the Company's Board of Directors (the "Board") elected Jonathan McNeill as a member of the Board, effective September 30, 2022. The Board has determined that Mr. McNeill is an independent director under New York Stock Exchange listing standards and GM's independence guidelines, as set forth in its Corporate Governance Guidelines. Mr. McNeill has not yet been named to any committees of the Board.

There are no arrangements or understandings between Mr. McNeill and any other person pursuant to which he was selected as a director, and there are no relationships or transactions to which Mr. McNeill is a party that would require disclosure under Item 404(a) of Regulation S-K.

Like the other non-employee members of the Board, Mr. McNeill will receive an annual retainer of $305,000 for his service on the Board (prorated to reflect the date service began) and personal accident insurance, and will also participate in the company vehicle program. Under the General Motors Company Deferred Compensation Plan for Non-Employee Directors (the "Plan"), Mr. McNeill is required to defer 50% of his annual Board retainer into GM's Deferred Share Units ("DSUs") and may elect to defer all or 50% of his remaining Board compensation into additional DSUs. Amounts deferred and credited as DSUs under the Plan will not be available to Mr. McNeill until such time as he retires or otherwise leaves the Board, at which time he will receive a cash payment or payments based on the number of DSUs in his account, valued at the average daily market price for the quarter immediately preceding payment.

A copy of the press release announcing the election of Mr. McNeill to the Board is attached as Exhibit 99.1 hereto and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits





Exhibit     Description

99.1          Press Release issued by General Motors Company, dated October 4, 2022

104         Cover Page Interactive Data File (embedded within the Inline XBRL document)

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