Barra Says GM Board Vetted, Passed on Marchionne Merger Call

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Why Did GM's Board Reject Marchionne’s Merger Call?

General Motors Co.’s board viewed and vetted an e-mail from Fiat Chrysler Automobiles NV’s Sergio Marchionne offering to discuss a merger and decided to pass, Chief Executive Officer Mary Barra said.

“For the past few years, we’ve been merging with ourselves,” Barra said Tuesday before GM’s annual shareholders meeting in Detroit. “We have scale and we’re leveraging that. We’re focused on that and not the other.”

Marchionne, who has been publicly pressing for further auto-industry consolidation to increase investor returns, e-mailed GM in recent months, Barra said. GM’s board and management have decided that their own plans for cost efficiencies and sales growth can generate more value than a merger, she said.

Marchionne, Fiat Chrysler’s CEO, has said he’s been trying to get investors to help pressure GM into discussing a merger. Barra said Tuesday that GM hasn’t put any takeover defenses in place because boosting value is the best way to stave off activists.

Barra also responded to a Wall Street Journal report that the U.S. Justice Department is weighing wire fraud charges against GM in relation to its investigation into whether some company employees tried to cover up a defective ignition switch that has been linked to more than 100 deaths.

She called the report “speculation” and said the Detroit-based company is fully cooperating with the Justice Department.

New Challenges

Barra, who became CEO in January 2014, spent much of her initial year focusing on the ignition-switch recall, which involved 2.59 million small cars. Now, she is confronting other challenges, including pressure from Marchionne, declining growth in China and a pullback by GM in Russia. The automaker also must negotiate a contract with the United Auto Workers union in the U.S. to replace the agreement that ends in September.

Shareholders elected all 12 of the company’s directors with each getting more than 94 percent of the votes cast, GM said, based on preliminary results representing 85 percent of eligible votes.

A shareholder proposal, opposed by the board, to mandate separation of the CEO and chairman seats was rejected, with 64 percent voting against it.

Stockholders also voted down, 64 percent to 36 percent, another proposal, also opposed by the board, to let investors vote their shares cumulatively for directors rather than individually for each nominee.

GM rose 0.7 percent to $35.23 at 11:23 a.m. New York time. The shares had gained 0.2 percent this year through Monday.

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