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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General Electric Company
(Name of Registrant as Specified In Its Charter)

 
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Commencing on or after March 24, 2016, General Electric Company sent the following communication to certain shareowners.
 

GE’S 2016 PROXY – 10 ITEMS NOT TO MISS

Board/Governance

      1.       Significant Board refreshment (3 new directors & 3 retiring directors in 2016) & new director term limit policy – see “How We Think About Board Refreshment” (p. 2) & “How We Refresh the Board” (p. 17)
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For 2016, 3 new directors & 3 retiring directors … adopted new 15-year term limit policy for independent directors in September 2015

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Over the last 5 years, 8 new directors & 8 retiring directors … resulting in 57% Board refreshment since 2011


      2.       Expanded disclosure to provide glimpse inside GE Boardroom – see “Board Rhythm,” “A Typical GE Board Meeting” & the “Recent Focus Areas” call-out boxes for the full Board/committees (p. 4) as well as “An Active & Engaged Board” & “Independent Board Leadership” (p. 1)
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Annual Board rhythm

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A typical Board meeting schedule

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Recent Board & committee focus areas


      3.       Realigned Board committees to reflect changes in GE’s strategy – see “Committee Changes Reflect Strategic Shift” (p. 20)
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Expansion of Technology & Industrial Risk Committee (formerly the Science & Technology Committee) reflects our increased investment in software/analytics with the launch of GE Digital

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GE Capital Committee (formerly the Risk Committee) refocused specifically on risks from our remaining financial services businesses, consistent with the GE Capital exit plan

Executive/Director Compensation

      4.       GE outperformed, but bonus pool funded at only “near target” levels – see “CEO Compensation Aligns With Performance” (p. 33) & “How Our Incentive Compensation Plans Paid Out in 2015” (p. 30)
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GE had one of the best performance years in its history:

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GE’s 1-, 3- and 5-year TSR outperformance versus the S&P 500 and Industrial Select Sector Index

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Our unprecedented portfolio changes (launch and substantial execution of the $200 billion GE Capital exit plan, $20 billion split-off of Synchrony Financial and $10 billion acquisition of Alstom)

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Record $33 billion returned to shareowners

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Notwithstanding this performance, the company’s overall bonus pool was funded at only 103% of target, evidencing the challenging nature of our incentive compensation performance targets



      5.       More detail on incentive compensation plan operation & alignment with our investor frameworks – see “Aligning Pay With Performance” (p. 6) & “2016-2018 LTPAs” (p. 38)
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Explains how our new more formulaic bonus program as well as our long-term performance award (LTPA) and performance share unit (PSU) programs operated/paid out & how the performance goals aligned with our investor frameworks

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Adds voluntary, forward-looking disclosure of our new LTPA program for 2016-2018, including the performance goals and threshold/maximum performance levels


      6.       Adjustments to bonus & LTPA to keep performance targets relevant amidst strategic shifts – see “How the Compensation Committee Adjusted Performance Metrics” (pp. 30 and 33)
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In light of the significant shift in strategy this past year, it was important for the Management Development & Compensation Committee to adjust our incentive compensation programs so that they continued to provide active incentives; for a discussion of the adjustments, see pages 30 and 33

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Our Lead Director explains why it was important for the Board to adjust performance goals in “Q&A With Our Lead Director” (p. 1)


      7.       Eliminated director charitable award program – see “Changes to Director Compensation” (p. 50)
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Our legacy program allowed directors to designate charities that would receive a $1 million contribution from GE upon the director’s retirement

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We closed the program to directors who join the Board after 2015

Audit

      8.       New disclosure on the selection of KPMG’s lead engagement partner – see “Rotation of Key Audit Partners and Audit Firms” (p. 54)
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Explains the Audit Committee’s role in overseeing the process

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Complements our existing significant voluntary disclosure on the KPMG engagement process

Other Disclosure Enhancements

      9.       First-ever integrated summary report: boils 350+ pages of reporting down to 65 pages –www.ge.com/ar2015/integrated-report
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Combines in one concise document the most important information from our proxy statement, annual report & sustainability website

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The full documents, which contain additional detail, are still available online


      10.       New online proxy – www.ge.com/proxy    
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Interactive & mobile-friendly

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Features 5 videos with our Lead Director on critical board oversight topics: capital allocation, proxy access, succession planning, term limits & compensation plan changes