G.M. and Tesla Shareholders Rebuff Dissidents’ Proposals

G.M. and Tesla Shareholders Rebuff Dissidents’ Proposals

- in Automotive
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G.M.’s chief executive, Mary T. Barra, and its board opposed a proposal by a dissident investor to split the automaker’s stock into two classes.

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Rebecca Cook/Reuters

DETROIT — General Motors and Tesla are automakers of different vintages but increasingly mutual aspirations. They found another bit of common ground on Tuesday as both beat back proposals from dissident investors to shake up their ways of doing business.

For General Motors, it was a bid to replace three company directors and split the automaker’s stock into two classes. For Tesla, the electric-car upstart, it was an initiative to impose one-year terms on board members to create more independence from the company’s chairman and chief executive, Elon Musk.

The proposals at G.M., by the hedge fund Greenlight Capital, which owns a 3.6 percent stake in the company, were aimed at bolstering the sagging value of the automaker’s stock.

G.M.’s chief executive, Mary T. Barra, and its board opposed the moves, which would have included creating two classes of stock — one paying a dividend and a second tracking earnings growth.

“We determined the Greenlight proposal was not in the best interests of our shareholders,” Ms. Barra, who leads G.M.’s board, said at the company’s annual meeting in Detroit.

The company said Greenlight’s dual-stock proposal failed overwhelmingly, with more than 91 percent of the votes cast against it.

Greenlight’s president, David Einhorn, did not attend the meeting. Mr. Einhorn, who had criticized what he termed “uninspired” leadership at G.M., sought to replace three of the 11 board members with a Greenlight-nominated slate.

But his proposals lost by substantial margins, even though G.M.’s stock price has barely increased in value since its post-bankruptcy stock offering in 2010.

Instead, shareholders showed broad support for the strategic direction of the company under Ms. Barra, who became its chief executive three years ago.

At Tesla’s annual meeting in Mountain View, Calif., shareholders considered a proposal from a group of Connecticut pension funds for directors to face re-election annually, rather than serve staggered three-year terms.

Although the proposal failed — Tesla said it would announce the tally in a filing in the coming days — Mr. Musk said the company was interviewing potential independent directors and would add two or three to the seven-person board, with an announcement probable in the next couple of months.

G.M. remains the nation’s largest automaker by sales and has earned more than $40 billion in profit since it emerged from its government-sponsored bankruptcy in 2009. But in recent months Tesla has vaulted past both G.M. and Ford Motor in market capitalization as Wall Street has been captivated by its electric-vehicle ambitions and battery technology.

Ms. Barra acknowledged the frustration of G.M.’s investors, but she said the company would continue to take “decisive actions” to unlock value for shareholders.

“We have to keep earning our way,” she said.

Although G.M.’s stock has lagged behind the overall market, Greenlight’s proxy battle never gained traction with investors or Wall Street analysts.

Part of the reason was G.M.’s stiff resistance to the proposals and its early support from credit-rating agencies that considered the two-stock plan a risk to the automaker’s balance sheet.

But Greenlight also did not articulate strategic alternatives to Ms. Barra’s plans to remake the company, which include major investments in new technologies such as autonomous vehicles.

“I think the vote against Greenlight reflects the support that shareholders and the G.M. board have for Mary Barra,” said Rebecca Lindland, an analyst with the auto-research firm Kelley Blue Book.

Shareholders may be frustrated over G.M.’s share price, but Ms. Lindland said most appeared to accept that the company’s transformation was a work in progress. And G.M. and Ford are still burdened by their history of financial problems during economic downturns.

“The biggest drag on the stock prices of G.M. and Ford are their legacies,” Ms. Lindland said. “People have not been burned by Tesla yet, whereas G.M. and Ford have 100 years of ups and downs to consider.”

Ford, the second-largest American automaker, ousted its chief executive, Mark Fields, last month in an effort to accelerate the company’s development of high-tech cars.

As for Tesla’s plans, Mr. Musk updated shareholders on its coming Model 3 electric vehicle, which will be priced at about $35,000 — significantly lower than its two current models.

He said the first Model 3 was on track to be produced next month at the company’s factory in Fremont, Calif. But he gave no timetable on when the product would be available in large volumes for delivery to customers who have already put down $1,000 deposits.

Mr. Musk said Tesla expected to expand its manufacturing capabilities as it expanded its product lineup. He said that the company could ultimately operate as many as 20 factories worldwide and that it would need a new plant as soon as it brought out its next product, the Model Y.

“There is no room at Fremont,” he said. “We are bursting at the seams.”

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