The Detroit automaker confirmed Tuesday that former Auto Task Force and US Treasury advisor Harry J. Wilson is fronting a group of four investment funds that want GM to buy back $8 billion worth of stock – a move that could drive up the share price.
Wilson, 43, also wants a seat on GM's board of directors, something he told CEO Mary Barra in a meeting on Feb. 3, the company said.
In a letter to GM, Wilson said he wants to bring his plans before the company's annual meeting, which hasn't been scheduled yet and then complete the buyback within a year.
GM said it will evaluate Wilson's proposed nomination to its board.
Wilson is backed by four funds: the Taconic Parties, Appaloosa Parties, HG Vora Parties and the Hayman Parties. Collectively, they own 34.4 million shares of GM, which is 2.1 percent of its common stock.
The move comes in the wake of GM's $2.8-billion profit in 2014, which was announced last week. Though it was the company's fifth straight year of profits, earnings were weighed down by recall costs. At the time, the company said it planned to raise its second-quarter dividend 20 percent to 36 cents a share.
"Our goal is to maximize long-term shareholder value through both stock price appreciation and return of capital," Barra said in a statement.
In his letter, Wilson wrote that he believes "the company's common stock is substantially undervalued and that the company is substantially overcapitalized." He also said his proposed stock buyback of "undervalued shares will create substantial shareholder value."
The company, which collapsed into bankruptcy in 2009 after years of losses, has long spoke of having strong financials to protect against uneven market conditions, a term former CEO Dan Akerson called a "fortress" balance sheet.
The news sent GM stock up $1.52, or 4.22 percent, to close at $37.52 a share on Tuesday.
Wilson is CEO of the Maeva Group, a small restructuring firm he founded in 2011. The Scarsdale, NY, resident has had a long investment career, working for Silver Point Capital, the Blackstone Group and several other firms. He worked on the GM and Chrysler restructurings in 2009 during the automakers' bankruptcies and tax-payer funded bailouts. He currently sits on the board of Visteon Corp., Sotheby's and two non-profit groups and he was a Yahoo board member from 2012-2013. He also ran but was defeated for New York state comptroller in 2010.
GM Statement Regarding Receipt of Director Notice and Shareholder Proposal from Harry J. Wilson
DETROIT – General Motors today announced that it has received notice from Harry J. Wilson regarding the intent to nominate himself as candidate to stand for election to the GM Board of Directors at the company's 2015 annual meeting of stockholders and bring before the annual meeting a proposal that the company commit to completing $8 billion of share repurchases on or before the first anniversary of the 2015 annual meeting.
Mr. Wilson's notice indicated that he is acting with and on behalf of himself and four investment funds that support his election and proposal: the Taconic Parties, Appaloosa Parties, HG Vora Parties and the Hayman Parties, which together own approximately 34.4 million shares, or approximately 2.1 percent, of the company's common stock. Mr. Wilson's notice further indicates a fee arrangement under which he will receive a percentage of the group's profits from their investment in GM.
Mr. Wilson first informed the company of his interest in being nominated to GM's Board of Directors at a meeting with GM's Chief Executive Officer on Feb. 3, 2015, a meeting requested by Mr. Wilson for other purposes. He disclosed the identity of the members of his group for the first time in his notice, submitted just before the deadline of midnight, Feb. 9. GM has had regular contact with some of the investors identified in the group, including as recently as after its earnings announcement on Feb. 4, and at no time in discussions with GM have they indicated an interest or intent to nominate directors to the GM board.
The Board's Directors and Corporate Governance Committee will evaluate the proposed director nominee based on the criteria set forth in the company's Corporate Governance Principles and Director Qualification Standards and make a recommendation based on the best interests of all shareholders. GM shareholders are not required to take any action at this time.
The GM Board of Directors and management team are committed to acting in the best interests of all shareholders and are always open to constructive ideas to enhance shareholder value. GM's management team is successfully executing a plan that is continuing to build a strong and sustainable business for the long term. The company recently announced strong fourth quarter results, its best-ever fourth quarter consolidated EBIT-adjusted, and its 20th consecutive quarter of profitability. These results capped strong core operating performance for the year, the first under the leadership of CEO Mary Barra, despite significant challenges faced by the company and the industry. Importantly, the company is on track with its financial objectives for 2016 and beyond.
GM recently announced an expected 20 percent increase of the quarterly dividend to 36 cents per share to be declared as part of the board's regularly scheduled second quarter 2015 common stock dividend declaration process. This expected dividend increase reflects the confidence the company has in the growing strength of the business. As the company gets more clarity on several business open items related to recalls, it expects to continue to evaluate further return of capital to shareholders as soon as the second half of this year. The board and management have demonstrated their ongoing commitment to return value to shareholders through a series of previous actions, including the repurchase of $5.5 billion of stock from the U.S. Treasury in 2012 and the initiation of a strong quarterly dividend of 30 cents per share on its common stock in 2014.
The company's intention to increase the dividend is consistent with its balanced capital allocation strategy. Its goal is to maximize long-term shareholder value through both stock price appreciation and return of capital via dividends and share repurchases. The company continually evaluates the appropriate approach to returning value to shareholders in a manner consistent with its customer-focused strategic plan to lead in product and technology, grow its business in China and its captive finance company GM Financial, deliver core operating efficiencies, and allocate capital prudently.
Also available on our media and investor websites is the Notice of Director Nomination and Shareholder Proposal.
General Motors Co. (NYSE:GM, TSX: GMM) and its partners produce vehicles in 30 countries, and the company has leadership positions in the world's largest and fastest-growing automotive markets. GM, its subsidiaries and joint venture entities sell vehicles under the Chevrolet, Cadillac, Baojun, Buick, GMC, Holden, Jiefang, Opel, Vauxhall and Wuling brands. More information on the company and its subsidiaries, including OnStar, a global leader in vehicle safety, security and information services, can be found at http://www.gm.com.
In this press release and in related comments by our management, our use of the words "plans," "expect," "anticipate," "possible," "potential," "target," "believe," "commit," "intend," "continue," "may," "would," "could," "should," "project," "appears," "potential," "projected," "upside," "positioned," "outlook" or similar expressions is intended to identify forward-looking statements that represent our current judgment about possible future events. We believe these judgments are reasonable, but these statements are not guarantees of any events or financial results, and our actual results may differ materially due to a variety of important factors. Among other items, such factors may include: our ability to realize production efficiencies and to achieve reductions in costs as a result of our restructuring initiatives and labor modifications; our ability to maintain quality control over our vehicles and avoid material vehicle recalls and the cost and effect on our reputation of product recalls; our ability to maintain adequate financing sources, including as required to fund our planned significant investment in new technology; the ability of our suppliers to timely deliver parts, components and systems; our ability to realize successful vehicle applications of new technology; overall strength and stability of our markets, particularly outside of North America and China; costs and risks associated with litigation and government investigations including those related to our recent recalls; and our ability to continue to attract new customers, particularly for our new products. GM's most recent annual report on Form 10-K provides information about these and other factors, which we may revise or supplement in future reports to the SEC.