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The following is an excerpt from a DEF 14A SEC Filing, filed by GENERAL ELECTRIC CO on 3/11/2013.
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GENERAL ELECTRIC CO - DEF 14A - 20130311 - OTHER_INFORMATION

OTHER INFORMATION

Explanation of Non-GAAP Financial Measures
Information on how GE calculates ENI for GE Capital, Industrial CFOA, Industrial ROTC, operating EPS and Industrial segment organic revenue growth, as presented on pages iii and 21 through 26, is disclosed on GE’s proxy website (see “ Helpful Resources ” on page 55) and on pages 78 to 83 of GE’s Annual Report on Form 10-K for the year ended December 31, 2012, as filed with the SEC.

Reconciliation of Realized Compensation Table to Summary Compensation Table
The amounts reported in the 2012 Realized Compensation Table on page 31 reflect income for the years shown as reported on the named executives’ W-2 Forms. These amounts differ substantially from the amounts reported as total compensation in the 2012 Summary Compensation Table on page 32 required under SEC rules and are not a substitute for the amounts reported in that table. For 2012, realized compensation represents: (1) total compensation, as determined under applicable SEC rules, minus (2) the aggregate grant date fair value of equity awards (as reflected in the Option Award column), minus (3) the year-over-year change in pension value and nonqualified deferred compensation earnings (as reflected in the Change in Pension Value and Nonqualified Deferred Comp. Earnings column), minus (4) contributions to the S&SP and medical premiums that are deducted from income on a pretax basis, minus (5) the difference between the cost attributable to personal use of aircraft as calculated under SEC rules versus tax rules, minus (6) the company’s S&SP match (as reflected in the 2012 All Other Compensation Table on page 33), plus (7) the value realized from the vesting of RSUs before payment of any applicable withholding taxes and brokerage commissions (as reflected in the 2012 Option Exercises and Stock Vested Table on page 37), including the value realized from the payment of any dividend equivalents, plus (8) travel costs attributable to the named executives’ guests where there is no aggregate incremental cost to the company under SEC rules but there is imputed income for tax purposes. In addition, realized compensation reflects any bonus and LTPA actually paid in the year shown, whereas total compensation under SEC rules reflects any bonus and LTPA earned for the year shown. For realized compensation purposes, most other benefits (as disclosed in the 2012 Other Benefits Table on page 33) are accounted for on a tax year of November through October, whereas these benefits are accounted for on a calendar-year basis under SEC rules. For more information on total compensation as calculated under SEC rules, see the narrative and notes accompanying the 2012 Summary Compensation Table on page 32.

Section 16(a) Beneficial Ownership Reporting Compliance
Section 16(a) of the Exchange Act requires GE’s directors and executive officers, and persons who beneficially own more than 10% of our common stock, to file initial reports of ownership and reports of changes in ownership of our common stock and our other equity securities with the SEC. As a practical matter, GE assists its directors and officers by monitoring transactions and completing and filing Section 16 reports on their behalf. Based solely on a review of the copies of such forms in our possession and on written representations from reporting persons, we believe that during fiscal 2012 all of our executive officers and directors filed the required reports on a timely basis under Section 16(a), except that one Form 4 to report a stock option grant to Jamie Miller was inadvertently filed late due to an administrative error.

2014 SHAREOWNER PROPOSALS

Shareowner Proposals for Inclusion in Next Year’s Proxy Statement
To be considered for inclusion in next year’s proxy statement, shareowner proposals submitted in accordance with SEC Rule 14a-8 must be received at our principal executive offices no later than the close of business on November 13, 2013. Proposals should be addressed to Brackett B. Denniston III, Secretary, General Electric Company, 3135 Easton Turnpike, Fairfield, CT 06828.

Other Shareowner Proposals for Presentation at Next Year’s Annual Meeting
Our by-laws require that any shareowner proposal that is not submitted for inclusion in next year’s proxy statement under SEC Rule 14a-8, but is instead sought to be presented directly at the 2014 Annual Meeting, must be received at our principal executive offices not earlier than the 150th day and not later than the close of business on the 120th day prior to the first anniversary of the date the company commenced mailing of its proxy materials in connection with the 2013 Annual Meeting. As a result, proposals, including director nominations, submitted pursuant to these provisions of our by-laws must be received no earlier than October 14, 2013 and no later than the close of business on November 13, 2013. Proposals should be addressed to Brackett B. Denniston III, Secretary, General Electric Company, 3135 Easton Turnpike, Fairfield, Connecticut 06828, and include the information set forth in those by-laws, which are posted on our website. SEC rules permit management to vote proxies in its discretion in certain cases if the shareowner does not comply with this deadline or, if this deadline does not apply, a deadline of the close of business on January 27, 2014, and in certain other cases notwithstanding the shareowner’s compliance with these deadlines.


GE 2013 Proxy Statement     53



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RELATIONSHIPS AND TRANSACTIONS CONSIDERED
FOR DIRECTOR INDEPENDENCE

Director Organization Relationship GE Transaction 2012 Size
Beattie Woodbridge Co. Former president Indebtedness to GE <2% of GE’s assets
Elizabeth Arden Brother is executive Purchases from GE <2% of other company’s revenues
Sales to GE <2% of other company’s revenues
Indebtedness to GE <2% of GE’s assets
D’Souza Cognizant CEO Purchases from GE <2% of other company’s revenues
      Indebtedness to GE <2% of GE’s assets
Dekkers Bayer AG Chair of Management Board Purchases from GE <2% of other company’s revenues
Sales to GE <2% of other company’s revenues
Indebtedness to GE <2% of GE’s assets
Jung Avon Former chair & CEO Purchases from GE <2% of other company’s revenues
      Sales to GE <2% of other company’s revenues
      Indebtedness to GE <2% of GE’s assets
Lazarus Ogilvy & Mather Former chair & CEO Sales to GE <2% of other company’s revenues
Indebtedness to GE <2% of GE’s assets
Mulva ConocoPhillips Former chair & CEO Purchases from GE <2% of other company’s revenues
      Indebtedness to GE <2% of GE’s assets
      Sales to GE <2% of other company’s revenues
  Exxon Mobil Brother is executive Purchases from GE <2% of other company’s revenues
      Sales to GE <2% of other company’s revenues
      Indebtedness to GE <2% of GE’s assets
Tisch Loews President & CEO Sales to GE <2% of other company’s revenues
  Purchases from GE <2% of other company’s revenues
Indebtedness to GE <2% of GE’s assets
Four Partners Brother is executive Indebtedness to GE <2% of GE’s assets
All directors Various charitable organizations Executive, director or trustee Charitable contributions from GE <1% of the organization’s revenues

ACRONYMS USED IN THIS PROXY STATEMENT

AC Audit Committee
AAA American Accounting Association
CFOA Cash From Operating Activities
CFTC Commodities Futures Trading Commission
CRO Chief Risk Officer
DSUs Deferred Stock Units
ENI Ending Net Investment
EPS Earnings Per Share
FINRA Financial Industry Regulatory Authority
GAAP Generally Accepted Accounting Principles
IRS Internal Revenue Service
LTPAs Long-Term Performance Awards
M&A Mergers and Acquisitions
MDCC Management Development and Compensation Committee
NCGC Nominating and Corporate Governance Committee
NYSE New York Stock Exchange
PCAOB Public Company Accounting Oversight Board
PRC Public Responsibilities Committee
PSUs Performance Share Units
R&D Research & Development
RC Risk Committee
ROTC Return On Total Capital
RSUs Restricted Stock Units
S&P Standard & Poor’s
S&SP GE Savings and Security Program
SG&A Selling, General and Administrative
SEC Securities and Exchange Commission
TSR Total Shareowner Return



54      GE 2013 Proxy Statement



Table of Contents

ADDITIONAL INFORMATION

HELPFUL RESOURCES

Annual Meeting
Proxy statement www.ge.com/proxy
Explanation of LTPA and non-GAAP financial measures www.ge.com/proxy
Voting www.investorvote.com/ge
Questions regarding admission www.ge.com/investor-relations
Webcast www.ge.com/investor-relations
SEC website on proxy matters www.sec.gov/spotlight/proxymatters.shtml
Electronic delivery of future proxy materials www.ge.com/investor-relations/investor-services/investor-updates OR www.ge.com/annualreport
Board of Directors
Board of Directors www.ge.com/company/leadership/directors.html
Board committees www.ge.com/company/governance/board/committees.html
       Audit Committee Charter www.ge.com/pdf/company/governance/board/ge_audit_committee_charter.pdf
       Audit Key Practices www.ge.com/pdf/company/governance/board/ge_audit_committee_key_practices.pdf
       MDCC Charter www.ge.com/pdf/company/governance/board/ge_management_dev_comp_charter.pdf
       MDCC Key Practices www.ge.com/pdf/company/governance/board/ge_management_dev_key_practices.pdf
       NCGC Charter www.ge.com/pdf/company/governance/board/ge_nominating_committee_charter.pdf
       NCGC Key Practices www.ge.com/pdf/company/governance/board/ge_nominating_committee_key_practices.pdf
       PRC Charter www.ge.com/pdf/company/governance/board/ge_public_responsibilities_charter.pdf
       Risk Committee Charter www.ge.com/pdf/company/governance/board/ge_risk_committee_charter.pdf
Communicating concerns to directors www.ge.com/company/governance/board/contact_board.html
Director independence www.ge.com/company/governance/board/director_independence.html
Policy on director attendance at annual meetings www.ge.com/investor-relations/governance/board-of-directors
Financial Reporting
Annual report www.ge.com/annualreport
Earnings reports www.ge.com/investors/financial_reporting/earnings_reports/index.html
Financial reports www.ge.com/investors/financial_reporting/index.html
GE
Corporate website www.ge.com
Leaders www.ge.com/company/leadership/executives.html
Citizenship report www.ge.com/citizenship/index.html
Investor relations www.ge.com/investor-relations
Ombudsperson process www.ge.com/company/governance/ombudsperson_process/index.html
Governance Documents
By-laws www.ge.com/company/governance/by_laws/index.html
Certificate of Incorporation www.ge.com/company/governance/certification/index.html
Code of conduct set forth in The Spirit & The Letter www.ge.com/files/usa/citizenship/pdf/english.pdf
Governance Principles www.ge.com/company/governance/principles/index.html
 
* Web links and QR codes throughout this document are provided for convenience only, and the content on the referenced websites does not constitute a part of this proxy statement.
** GE, the GE logo, FlexEfficiency, Evolution Series Locomotive and Mission 1 are trademarks and service marks of the General Electric Company. Other marks used throughout are trademarks and service marks of their respective owners.






GE 2013 Proxy Statement       55



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IMPORTANT ANNUAL MEETING INFORMATION    

Electronic Voting Instructions
Available 24 hours a day, 7 days a week!

Instead of mailing your proxy form, you may choose one of the voting methods outlined below to vote your proxy.

VALIDATION DETAILS ARE LOCATED BELOW IN THE TITLE BAR.

Proxies submitted by the Internet or telephone must be received by 11:59 p.m., Eastern Time, on April 23, 2013.

Vote by Internet

  • Go to www.investorvote.com/GE or scan the QR code with your mobile device
  • Follow the steps outlined on the secure website

     
Using a black ink pen, mark your votes with an X as shown in this example. Please do not write outside the designated areas.     x  

Vote by telephone

  • Call toll free 1-800-652-VOTE (8683) within the United States, U.S. territories & Canada on a touch tone telephone
  • Follow the instructions provided by the recorded message
 
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