TEXT OF REPORT AND INTERVIEW

KAI RYSSDAL: Another company with pensions that're in some trouble had it's shareholder meeting today. General Motors. And for the first time in GM history two shareholder proposals were approved. They'd change the way the board of directors is elected. But the board could just as easily refuse to listen to shareholders as to follow instructions. So we asked Nell Minnow from the watchdog group, the Corporate Library, what the votes actually mean. And how CEO Rick Wagoner ought to respond.

NELL MINNOW: These votes have got to be seen as a vote of no confidence in management and the board. If he is smart, what he is doing right now is finding some very solid, very credible new directors to add to the board and he needs to present a plan to the shareholders that is better than, "We're gonna make good cars."

Wagoner had other plans for the meeting. He bragged about the company's profit last quarter. And he said the turnaround plan is working. Just like he promised. Micheline Maynard is the Detroit bureau chief for the New York Times.

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MICHELINE MAYNARD: I think General Motors has calmed down a bit. It actually isn't in much better shape than it was a year ago. But it's starting to look like it's getting a handle on its problem.

RYSSDAL: Whatever it is doing, is it doing it well enough?

MAYNARD: Well, their market share is down three points this year. They did make a profit in the first quarter but that was because of an accounting change. They're still losing money on automotive. So, the question is, Are the elements of this turnaround plan enough to make General Motors a competitor with companies like Toyota and Honda?

RYSSDAL: What do you think. Is it?

MAYNARD: Well, they talk about creating a new General Motors, but really what they're talking about is creating a smaller version of the General Motors that we've known. But if all we get is a General Motors with eight brands and 20 percent of the market, versus a General Motors with eight brands and 35 percent of the market, I don't know that that's fixed the basic problem.

RYSSDAL: Back in March, the board of General Motors had a very . . . not open-to-the-public meeting . . . but, a public meeting without Rick Wagoner in attendance. He has since redeemed himself in the board's eyes, hasn't he?

MAYNARD: Well, according to the published reports, Rick Wagoner gave the board an ultimatum and basically said, "If you don't back me, I'm leaving. And at that moment in time the board did not have a successor lined up for him. And the feeling was that there was nobody inside the company that was ready to replace him. And there was nobody outside GM that they could get fast enough to replace. And so, the board actually delivered a vote of confidence for Rick Wagoner. A public one.

RYSSDAL: Wagoner and the company have two constituencies, at least, that they have to satisfy. One is Wall Street and the investing community. The other is car buyers. Can they do that and make this company run again?

MAYNARD: Well, it's interesting. Because if you look back a couple of years ago, some of the analysts on Wall Street were saying that General Motors stock by now would be selling for $70 to about $85 a share. General Motors stock has been selling in the 20s for months. It hasn't even caught back up to where it was a year ago. What that says to me is that Wall Street is looking at this company and it's reserving judgment. Nobody's going to tank their stock down to the level of a Ford or one of the levels of the airlines, but they aren't ready to put their full faith behind General Motors until they see more progress.

RYSSDAL: You know, this is the first time since bankruptcy was so closely associated with General Motors that it has had to answer publicly to its shareholders. How do you think they're doing?

MAYNARD: Well, General Motors by nature is not a very forthcoming company. It likes to have a really tight control on its public image, on the spin. And, you know, that got away from GM during the winter, and I think they're trying to get that back. I think they're trying to get their arms back around the message that they're presenting. But one of the things that they have to remember is that they're not doing this in a vacuum. They're competing against companies like Toyota and Honda which are some of the richest companies in the world, and at the same time Ford is trying to do its own turnaround plan. So, you know, in the old days when GM had 50 percent of the market it could pretty much do as it pleased, but now I think competition is going to force it to act.

RYSSDAL: Micheline Maynard is the Detroit bureau chief for the New York Times. Mickey, thanks for being with us.

MAYNARD: My pleasure. Thank you.