This shareholder resolution is submitted by Ray T. Chevedden and Veronica G. Chevedden, owners of 2000 shares of General Motors stock, for vote at the GM shareholder meeting.
RESOLVED:
INDEPENDENT ANALYSIS OF THE GM PROXY
An independent analysis be published in the proxy statement regarding each item for vote at the shareholder meeting (Recommendation).
SUPPORTING STATEMENT:
This includes the major items for vote at annual shareholder meetings:
• Directors
• Auditors
• Management proposals
• Shareholder proposals
The analysis shall be an independent critique focused on the issues for improvement regarding company directors, auditors and management proposals. Thus shareholder decisions on directors, auditors and management proposals will have the benefit of contrasting view-points for an informed decision. Currently only shareholder resolutions have the of benefit of contrasting view-points to make informed decisions.
Since only the shareholder proposals now have contrasting view-points, the independent critique on shareholder proposals may include both sides of the issues.
Plain English Rule: This analysis shall be consistent with the updated Staff Legal Bulletin No. 7, SEC No-Action Letters Ind. & Summaries (September 4, 1998) with information on the plain English rule.
A proxy statement with contrasting view-points is particularly important since most proxy statements usually arrive within a 2-month period in the early spring. Shareholders thus have a limited time to make an informed decision and would benefit from contrasting view-points presented in the same document. The company shall not over-rule the text and formatting of independent analysis report. It shall be up to 500 words per item.
Major independent proxy advisory firms include:
Institutional Shareholder Services (http://iss.cda.com)
Investor Responsibility Research Center (http://www.irrc.org)
Proxy Monitor (http://www.proxymonitor.com)
The same proxy advisory firm shall not prepare this analysis more than one time in any 3-year period.
For example under this proposal GM shareholders would have been entitled to know before they cast their vote, that GM director oversight in 1999 could be compromised by:
• Five interlocking cross-directors.
• One director overextended with 11 board seats at other companies.
• Two directors entrenched with 17 years and 27 years on the board.
• Two directors linked to companies that did considerable business with GM.
• Four directors owned 1000 shares or less.
To improve shareholder opportunity to make informed decisions, vote yes for:
INDEPENDENT ANALYSIS OF THE GM PROXY
YES on 6*
* The Company is respectfully requested to insert the correct item numbers for the 2000 proxy statement.