Additional Proxy Soliciting Materials (definitive) (defa14a)
March 24 2017 - 4:19PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
INFORMATION
Proxy Statement Pursuant to
Section 14(a) of the Securities Exchange Act of 1934
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Preliminary Proxy Statement
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Confidential, for Use of the
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Definitive Proxy
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Definitive Additional
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Soliciting Material under §
240.14a-12
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General Electric
Company
(Name of Registrant as Specified In Its Charter)
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GEs 2017 Proxy 10 Key Highlights
Election of Directors
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Significant Board refreshment
over the last 5 years
more than 50%
of the Board refreshed (added 10 new directors & 8 directors retired),
including 2 new directors since the 2016 annual
meeting:
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Steven M.
Mollenkopf
, CEO of Qualcomm, brings
leadership, global, technology and finance experience
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Risa Lavizzo-Mourey
, President
& CEO of the Robert Wood Johnson Foundation (who will be retiring from
the position in April 2017), brings leadership, industry, talent
development and government experience
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For more information, see How We
Think About Board Refreshment on page 2 and Election of Directors on
page 12
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2.
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Board size at 18 is large, but
reflects the size of GE and the diversity and complexity of our businesses
and markets
in addition, we expect
that the following directors will retire over the next couple of years,
consistent with our term limit policy:
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Andrea Jung
, our longest-tenured
director, not expected to be renominated in 2018
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Rochelle Lazarus
, our next
longest-tenured director, not expected to be renominated in 2019
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For more information, see How We
Assess Board Size on page 19
Say on Pay
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Pay aligns with
performance
bonus pool funded 80% of
target as a result of 95% achievement of our strategic goals (including
significant moves to strengthen and simplify the portfolio, such as
integrating Alstom, announcing the planned Baker Hughes combination and
executing on the GE Capital exit plan) and 74% achievement of our
financial goals as follows:
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Above-maximum performance on cash flow goal
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Above-threshold, but below-target performance on EPS and margin
goals, and
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Below-threshold performance on operating profit goal
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For more information, see 2016
Annual Bonuses on page 32
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4.
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CEO year-over-year compensation
analysis
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SEC total compensation down
35%
driven by 26% lower grant date
fair values for equity awards (PSUs & options), 20% lower bonus, 79%
lower amount reported for long-term performance awards & 45% lower
change in pension value
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Realized compensation (based on W-2 cash) up 174%
driven by 3-year long-term performance award payout
reported in full in 2016
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For more
information, see CEO Compensation Analysis on page 35
Seeking approval of Amended
2007 Long-Term Incentive Plan
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Amendment would add 150M
shares to the plan
would bring total number of shares available for new grants after
2016 to 373.5M
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We expect this share authorization
to cover new grants for next 4 to 5 years
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The
150M additional shares includes 25M shares previously authorized for the
Consultants Plan that we are reallocating to the 2007 LTIP
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Amendment also would extend the term of the plan by 10 years, but
as a matter of good corporate governance we intend to seek shareowner
approval again within 5 years
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For more information, see Management
Proposal No. 3 Approval of the GE 2007 Long-Term Incentive Plan, as Amended to
Extend the Plan and Increase the Number of Plan Shares on page 56
6.
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GEs current equity grant
practices
balanced award mix of PSUs, RSUs and options for senior officers,
long-term vesting of 5 years for RSUs/options and 3 years for PSUs, no
dividend equivalents on unearned RSUs/PSUs for senior officers
GEs
grant practices over the last 3 years compare favorably with the Dow 30:
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GE
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Dow 30
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Gross burn rate
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0.6%
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0.9%
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Net burn rate
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0.5%
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0.7%
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(adjusted
for shares returned to pool)
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Overhang/dilution
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7.8%
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10.5%
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Proxy officer concentration
ratio
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4.2%
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7.6%
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7.
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Plan designed to protect
shareowner interests
no evergreen feature, no share recycling, no option repricing, no
discounted options, no automatic change-of-control
benefits
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Disclosure Enhancements
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How our Board
operates
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Four
new videos with Jack Brennan, our Lead Director, sharing the Boards
perspective on director recruitment, Board oversight of strategy, investor
outreach and how our performance-based compensation plans fit together
(see the videos at
www.ge.com/proxy
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More disclosure around Board
operations to provide investors a glimpse inside the boardroom
(
see Board Operations on page
21
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New
forward-looking disclosure of future director recruitment priorities
(
see Board Priorities Going Forward on
page 19
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9.
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Executive
compensation
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More
explanation about why we pay each element of compensation (
see Primary Compensation Elements for 2016 on page
31
)
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New
disclosure around changes in our incentive compensation performance
metrics and targets from the prior year (
see Aligning Pay with Performance on page 6
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Published our second annual integrated summary report, which
concisely links the most critical information from our annual report,
proxy statement and sustainability website in a user-friendly,
graphic-rich format
(download the
integrated report at
www.ge.com/ar2016/integrated-report
)
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