UAW trust move puts GM board seat at risk

Nora Naughton and Daniel Howes
The Detroit News

The United Auto Workers’ retiree health care trust intends to sell 40 million of its shares in General Motors Co., imperiling the trust’s ability to replace retired UAW Vice President Joe Ashton on the automaker’s board of directors.

The UAW Retiree Medical Benefits Trust — by far GM’s largest stakeholder — plans to sell about a third of its roughly 140.15 million shares in one or more transactions through underwriters Citigroup and Barclays, according to a Tuesday statement from GM and the automaker’s filing with the Securities and Exchange Commission.

For the UAW trust to retain the right to name a board member to represent its interests, the trust must own at least 50 percent of the shares it initially acquired following the automaker’s historic bankruptcy, according to the 2009 Stockholders Agreement between GM, the UAW trust and the U.S. Treasury.

GM’s March 2017 proxy statement says the trust held a 9.3 percent stake in the company, totaling 140.15 million shares. That’s about 53.4 percent of what it initially acquired in 2010 after GM emerged from its federally induced bankruptcy. The UAW trust lost its representative on GM’s board in December when Ashton resigned.

The trust’s proposed transactions could potentially bring its holdings below the 50 percent threshold that appears to guarantee the union’s trust a seat on the board. The trust won’t have the chance to name a replacement until GM’s annual shareholders’ meeting in June.

It’s not clear if the trust’s 40 million shares all would be sold by that time. Talks are continuing between GM, the UAW and the health care trust on whether the union trust would keep the seat, according to sources familiar with the situation.

In a year-end roundtable, UAW president Dennis Williams said the union intended to keep the seat vacated by the resignation of Ashton. Williams planned “to take up filling the seat” with the UAW trust, the Detroit Bureau reported at the time.

“Right now, we’re focused on helping (the trust) with this offering,” GM spokesman Tom Henderson said. “We’ll have time to address issues of governance in terms of board nominations in the future.”

A spokeswoman for the retiree trust deferred comment to Brock Fiduciary Services, the trust’s independent fiduciary and investment manager for its GM shares. A representative from Brock did not immediately respond to request for comment.

The UAW retiree trust will receive all of the proceeds from this offering, and none of the shares are being sold by GM, according to the automaker’s Tuesday statement. GM plans to repurchase a portion of the 40 million shares the trust is selling, valuing about $100 million as the price per share at the time of the offering. Based on GM’s closing price Tuesday, that would amount to about 2.4 million shares.

The proposed transaction comes as federal officials are pressing ahead with an investigation of the joint training centers funded by Detroit’s three automakers. A vice president of Fiat Chrysler Automobiles NV and the wife of a deceased UAW vice president already have pleaded guilty to charges in an alleged scheme involving the embezzlement of hundreds of thousands of dollars from the funds earmarked for member training.

It’s still not clear what caused Ashton’s abrupt resignation, which GM announced in a four-sentence news release at the time. He left the board weeks after being linked to a federal grand jury investigation into auto industry corruption.

Ashton resigned amid a separate internal investigation GM launched this fall after learning of the widening federal investigation. Ashton’s abrupt departure came six weeks after The Detroit News reported that he had drawn the scrutiny of federal agents looking into potential corruption at UAW joint training centers funded by all three automakers.