General Motors shareholders heard a direct challenge to Mary Barra's dual role on June 2, when the National Legal and Policy Center asked the company to split the chair and CEO positions. GM's board opposed the proposal at the automaker's annual meeting, putting governance at the center of the day.
Paul Chesser delivered the case for NLPC in Item 6, saying the proposal would require two different people to serve as board chair and chief executive. He opened by telling shareholders, “I’m Paul Chesser of National Legal and Policy Center, presenting Item 6, which requests separation of the Chair and CEO roles at General Motors.”
The timing mattered because the vote landed at a meeting where Barra's leadership was already under a microscope. NLPC circulated an exempt solicitation report after the board came out against the proposal, urging shareholders to look past management's defense and back an independent chair.
Chesser tied the request to a longer fight with GM over decisions NLPC says were waved away too lightly. He said the group warned the company in 2022 about child labor and rare earth mining risks in electric vehicle supply chains, then brought a shareholder proposal demanding disclosure of those human rights risks. He said the board and Barra dismissed the concerns as unnecessary.
He pointed to a similar clash in 2024, when NLPC warned against rewarding executives based on electric vehicle production targets. Chesser said the group argued that linking pay to unpopular and unprofitable EV metrics would push reckless decision-making, and that the board and Barra rejected the proposal again.
Chesser also revisited NLPC's 2023 warning over what it called dangerous concentration risk in China, including GM's co-ownership with Chinese state-controlled SAIC Motor Corp. He said the board and Barra dismissed those warnings as unnecessary, then added that eighteen months later GM absorbed over five billion dollars in China-related write-downs.
That is the friction in the fight over governance: NLPC says it kept flagging risks long before the losses arrived, and it says those warnings came as the company racked up more than thirteen billion dollars in costs and charges. The group is using that record to argue that Barra should not also hold the chair.
What shareholders decided on the proposal was not disclosed in the material made available from the meeting. For now, the meaningful fact is narrower and sharper: on June 2, NLPC put GM's board structure on trial, and GM answered by defending the status quo.
