General Motors Co

The proposal requests that the Board adopt a policy requiring that the roles of Board Chair and Chief Executive Officer be held by two different people, and that, whenever possible, the Chair be an independent director (with limited allowance for a temporary non-independent Chair while an independent Chair is sought). It asks the Board to amend governing documents if necessary and to avoid appointing a former CEO as Chair. The supporting statement cites governance best-practice research and proxy-advisor positions arguing that a combined Chair/CEO can weaken board oversight, entrench management, and limit independent board agenda-setting. The proponent frames the change as enhancing board independence and shareholder protections.

The proposal requests that GM publish a report (omitting confidential information) evaluating how effectively the company’s policies, practices, and performance indicators respect internationally recognized Indigenous Peoples’ rights—specifically citing UNDRIP and ILO Convention 169—within GM operations and its supply chain. The proponent highlights risks stemming from EV-related mineral sourcing on or near Indigenous lands and cites specific controversies, including GM’s investment in a Nevada lithium mine (Thacker Pass/Peehee Mu’huh) and alleged associations with mining projects linked to rights violations. The requested report would describe GM’s processes for identifying Indigenous rights risks, how the company applies Free, Prior, and Informed Consent (FPIC) and other protections, and assess the effectiveness of supplier expectations and due diligence. The proposal grounds the request in operational, legal, reputational, and human-rights risk considerations related to transition‑mineral sourcing and project development.