By Thomas Gryta
TARRYTOWN, N.Y. -- General Electric Co. shareholders approved
the company's executive-compensation plans and rejected a proposal
to appoint an independent chairman, but both measures garnered high
levels of protest votes after two difficult years for the
conglomerate.
At its annual meeting, GE said about 30% votes cast were opposed
to GE's executive-compensation plans and about 27% were in favor of
separating the roles of chairman and chief executive officer.
In response to a retiree who called for the company to halt
supplemental pension payments to former Chief Executive Jeff
Immelt, current CEO Larry Culp said, "If serious misconduct is
uncovered, clawbacks would be in order." However, Mr. Culp said the
bar for clawbacks is high, beyond just business decisions that
didn't go as anticipated.
A spokesman for Mr. Immelt declined to comment.
His comments came as shareholders gathered to elect an
overhauled board. The incoming directors have an average tenure of
only 2 1/2 years and are led by a pair of outsiders who joined just
a year ago: Mr. Culp and the lead independent director, Thomas
Horton.
The new leadership is a departure for a company that was once so
cozy with its board that it had to set a 15-year term limit to
ensure directors didn't stick around too long. But GE is operating
in a much different environment than it was just a few years
ago.
The company lost $200 billion in market value over 2017 and 2018
as it faced problems in its power and financial-services divisions
that were compounded by unrealistic performance goals and spending
decisions that led to two dividend cuts. The problems raised
questions about the board's oversight when Mr. Immelt was chairman
and CEO.
Mr. Immelt left in 2017, and several of GE's longest-serving
directors said they would do the same. In October, the company put
Mr. Culp in charge just months after he joined the board.
On Wednesday, shareholders gave an ovation to Mr. Culp, who said
he is trying to increase interactions with shareholders at all
levels.
"Good words and tough questions are welcome in equal measure,"
he said.
He reviewed his priorities of paying down debt and turning
around the power business. He went through the 2019 financial
targets, including negative cash flow of up to $2 billion, and said
it is "still tough for me to say that out loud."
Mr. Culp is facing GE shareholders for the first time. He
previously led the smaller conglomerate Danaher Corp. Early
Wednesday he said that Danaher's meetings were small and subdued.
"If we had 12 people show up, we had to order more catering," he
said.
Many retirees typically attend the annual GE gathering to voice
frustration with changes to their benefits. Last year, at a GE
factory near Pittsburgh, union protesters gathered outside.
This year, GE retiree Dennis Rocheleau submitted a proposal
seeking to claw back compensation from former top executives, who
he said set unrealistic financial forecasts and misspent billions
of dollars on stock buybacks.
"Immelt needs to be held accountable," Mr. Rocheleau said before
the meeting.
GE asked the Securities and Exchange Commission to exclude his
proposal from the proxy, saying that it was an attempt to
micromanage the board's decisions. The SEC granted the request.
GE's board explored naming an independent chairman when it
switched CEOs last year but opted to give both roles to Mr. Culp,
saying it would provide clarity on decision-making and
accountability.
The major proxy-advisory firms, Institutional Shareholder
Services and Glass Lewis, disagreed. They recommend having an
independent chairman to improve governance, and both opposed GE's
executive-compensation plans. Mr. Culp received a special stock
award to join GE, which the company valued at $13.7 million. ISS,
using a different method of calculating incentive compensation,
valued it at $37.8 million.
Last month, the board's compensation committee wrote a letter
encouraging shareholders to endorse the pay plans, saying they
should be considered in the context of hiring attractive
candidates.
GE, whose accounting is being investigated by federal
authorities, has promised to look into replacing KPMG LLP as its
auditor, a role KPMG has held for more than a century. In April
2018, 35% of GE shareholders voted against KPMG remaining as GE's
auditor, an unusually high amount of opposition. Only about 11% of
votes were cast against KPMG this year.
ISS supported KPMG continuing as auditor, citing GE's planned
process to find a replacement. Glass Lewis didn't, however, saying
shareholders should send a message that change is needed.
Mr. Culp is continuing the work of his predecessor, John
Flannery, a GE lifer who sought to reshape the board after 16 years
of Mr. Immelt at the helm. The board has met 15 times in each of
the past two years, according to proxy filings, but will reduce the
number of regularly scheduled meetings in 2019 to six from eight to
"permit senior leadership to focus on management." The board will
still hold regular conference calls every few weeks.
The board is down to 10 members from 18, but two more directors
will eventually join. Six of the 10 are new since Mr. Immelt
retired, and eight joined after 2016, including Ed Garden,
co-founder of the activist investor Trian Fund Management LP.
On Wednesday, Mr. Culp highlighted the fresh perspective of the
new smaller board that "can get around a smaller table and a
smaller room."
Write to Thomas Gryta at thomas.gryta@wsj.com
(END) Dow Jones Newswires
May 08, 2019 16:58 ET (20:58 GMT)
Copyright (c) 2019 Dow Jones & Company, Inc.
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