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) December 6, 2005
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))
TABLE OF CONTENTS
Item 1.01 Entry into Material Definitive Agreement
Item 5.02 Appointment of Principal Officer
Signature
Exhibit Index
Exhibit 99.1 John M. Devine Agreement
ITEM 1.01 ENTRY INTO MATERIAL DEFINITIVE AGREEMENT
ITEM 5.02 APPOINTMENT OF PRINCIPAL OFFICER
(1) On December 13, 2005, Mr. John M. Devine's five-year employment agreement as
Vice Chairman and Chief Financial Officer expires. Mr. Devine has agreed to
remain for up to one additional year as a Vice Chairman of the Corporation
beyond his original agreement. This was approved by the General Motors
Corporation Board of Directors at its meeting on December 6, 2005. He will work
closely with Frederick "Fritz" Henderson, GM's Chief Financial Officer and a
Vice Chairman of the Corporation, on transitional issues and advise Chairman and
CEO, Rick Wagoner, on implementing the GM North America turnaround plan and
other strategic issues. The terms of Mr. Devine's continued employment are
attached hereto as Exhibit 99.1.
(2) Frederick A. Henderson, 47, has been elected Chief Financial Officer and a
Vice Chairman of the Corporation effective January 1, 2006. Mr. Henderson has
been Group Vice President and Chairman of General Motors Europe (GME) since June
2004 and previously was Group Vice President and President of GM Asia Pacific
from 2002 to 2004, and Group Vice President and President of GM Latin America,
Africa, and Middle East (LAAM) region from 2000 to 2002. Mr. Henderson also
served as President and Managing Director of GM do Brasil from 1997 to 2000,
after holding a variety of management positions at GM's former Delphi unit, GMAC
and the GM Treasurer's Office. As a Vice Chairman, Mr. Henderson's base salary
will be $1,550,000, and he will continue to participate in the compensation
plans available to executive officers as described in the Corporation's proxy
statement for its 2005 Annual Meeting of Stockholders dated April 29, 2005, and
as set forth as exhibits to various periodic filings by the Corporation.
Mr. Henderson's brother, Douglas L. Henderson, is a non-executive employee of
the Corporation, with annual compensation of less than $150,000. Other than that
relationship, there is no reportable relationship between the Corporation or its
affiliates and Mr. Henderson.
(3) General Motors Corporation announced the foregoing personnel changes in a
press release issued on December 6, 2005. That press release was filed with the
SEC on Form 8-K on December 7, 2005.
Exhibit Description Method of Filing
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99.1 John M. Devine Agreement Filed herewith
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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: December 9, 2005 By: /s/PETER R. BIBLE
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(Peter R. Bible,
Chief Accounting Officer)