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) January 31, 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, 48265-3000
Detroit, Michigan (Zip Code)
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(Address of Principal Executive Offices)
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))
ITEM 1.01. Material Definitive Agreements
2005 Annual Incentive Plan Awards
The Executive Compensation Committee (ECC) of the Board of Directors of General
Motors Corporation (GM) has approved an Annual Incentive Plan for 2005, pursuant
to the provisions of the General Motors 2002 Annual Incentive Plan approved by
stockholders in 2002.
o Annual Incentive Program awards are paid to the Corporation's approximately
2,800 executives. These awards are made annually; however, any payout is
determined based on established performance targets.
o At the beginning of each performance period, the Committee establishes
performance targets, and also sets a minimum performance level that must be
achieved before any awards can be paid. If this minimum level of
performance is not met, there will be no annual incentive payout. When the
payout range is established, the performance necessary to achieve the
objective is assessed by reviewing both past and projected performance
levels, as well as external marketplace conditions such as the economic
environment, competitive performance levels, projected automotive industry
volumes, and other relevant factors. The size of final awards depends on
the actual level of performance achieved in comparison with the
pre-established corporate and region/unit objectives, as well as individual
performance. Performance data may be adjusted to reflect the impact of
unplanned or extraordinary events. In addition, a peer review is conducted
to assess GM's business performance relative to that of key competitors.
o The payment of the annual incentive awards is dependent on meeting specific
levels of corporate net income and operating cash flow, and an average of
various regional performance measures such as market share, quality, and
warranty cost that are based upon targets approved by the ECC. At the end
of 2005, the Corporation's overall operating performance and relative level
of goal attainment will be reviewed with the ECC. Performance against
pre-established targets within the various regions/units will also be
reviewed. Based on results achieved, the corresponding payout will be
established, and cash awards paid to executives, including the named
executive officers.
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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: February 4, 2005 By: /s/PETER R. BIBLE
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(Peter R. Bible,
Chief Accounting Officer)