This summary highlights information
contained elsewhere in the proxy statement. This summary does not contain all of
the information that you should consider, and you should read the entire proxy
statement carefully before voting.
GE 2013 ANNUAL
MEETING OF SHAREOWNERS
Ernest N. Morial
900 Convention Center Blvd.
New Orleans, LA
Shareowners as of the record date,
February 25, 2013
, are entitled to vote. Each share of common stock is entitled to one
vote for each director nominee and one vote for each of the other proposals to
be voted on.
Even if you plan to attend our annual meeting in person,
please cast your vote as soon as possible by:
using the Internet at
calling toll-free from
United States, U.S. territories
Canada to 1-800-652-8683
scanning this QR code to vote
your mobile device
mailing your signed proxy or
GE shareowners as of the record date are entitled to
attend the annual meeting. In accordance with our security procedures, all
persons attending the annual meeting must present an admission card and picture
identification. Please follow the advance registration instructions under
Information about Attending the 2013 Annual Meeting and Advance Registration
on page 51 to obtain an admission card.
We will provide a live webcast of the annual meeting from
our Investor Relations website at www.ge.com/investor-relations.
Each shareowners vote is important.
Please complete, sign, date and return your proxy or voting instruction
form, or submit your vote and proxy by telephone or the
current chair of the PRC, is not standing for reelection at the 2013
each of our current directors attended at least 75% of the meetings of the
Board and committees on which the member served during the period the
member was on the Board or committee.
director is elected annually by a majority of votes
The MDCC believes that the CEO and other named executives have performed extremely well in a challenging global environment, and that their compensation is commensurate with this performance.
GE outperforms S&P
Under Mr. Immelts
leadership, GE performed very well in 2012,
with total shareowner return growing 21%, well ahead of the 16% growth in the
S&P 500. This return reflects the companys strong Industrial operating
results, with 10% growth in segment profits, organic segment revenue growth of
8%, accelerating margin expansion, and record-high orders backlog of $210
billion at year-end. GE Capital also had a strong year, with segment profits
growing 12%, while at the same time reducing GE Capitals ending net investment
by 6% (excluding cash and equivalents). This performance allowed GE Capital to
restart its dividend to GE and maintain a strong Tier 1 Common Ratio of 10.2% (Basel 1 U.S.). GE followed a balanced capital allocation plan and returned a total of $12.4 billion to
investors in 2012, including $7.2 billion in dividends and $5.2 billion in stock
repurchases, increasing the dividend 12% for the fifth increase in three years,
and continuing to invest in R&D and infrastructure adjacencies. Senior
management also continued to make important changes to position the company for
long-term growth, such as launching its Industrial Internet initiative and
streamlining the companys operations through its simplification
GE OUTPERFORMED THE S&P 500
ON EARNINGS, STOCK PRICE AND TSR
$210 BILLION RECORD YEAR-END
reflect a balanced and responsible pay approach.
The MDCC has responsibility for
oversight of GEs executive compensation framework and, within that framework and working with senior management, aligning pay with performance and creating incentives that
reward responsible risk-taking, while also considering the environment in which compensation decisions are made.
Managements strong performance over
the past three years led to an overall above-target achievement for the
performance goals under the 20102012 LTPA program. Cumulative Industrial cash from operating activities and 2012 Industrial return on total capital goals exceeded threshold performance levels, and cumulative earnings per share and GE Capital ending net investment goals neared or exceeded maximum performance levels. The LTPA program rewards executives
for performance over a three-year period but under SEC rules is reported in a
single year, 2012, and pays out in 2013. Considering this payout as well as the
value of recent equity awards, the MDCC determined not to grant equity awards to
the CEO and vice chairmen in 2012.
In light of Mr. Immelt’s strong performance and leadership in 2012, Mr. Immelt received a $4.5 million bonus in 2012, a 13% increase from the
preceding year. He also received a $12.1 million payout under the three-year LTPA program, which concluded in 2012. His salary remained
unchanged. Mr. Immelt’s total compensation for 2012 increased from 2011 primarily because of the LTPA payout, which reflects performance over
a three-year period. Mr. Immelt’s compensation for 2012 also reflects a $5.2 million increase in pension value, which is predominantly the result of
an increase in his service and age and changes in actuarial pension assumptions.
The MDCC believes that its decisions on Mr. Immelt’s pay reflect his outstanding leadership and, consistent with prior years, represent a balanced
approach to compensation. In this respect, the committee notes that, over the last five years, Mr. Immelt’s salary has remained unchanged and he
twice requested (and the MDCC approved) that he receive no bonus. During this five-year period, GE’s earnings have ranked between 4th and 14th
in the S&P 500, while Mr. Immelt’s compensation (excluding pension value change) has ranked between 79th and 329th among S&P 500 CEOs (169th in 2011, the most recent year
for which SEC compensation data is available).
Compensation decisions for Messrs. Sherin, Neal, Rice and Denniston reflect their strong contributions to the company’s overall performance and
that of their respective businesses or functions. Total compensation for these named executives was also significantly affected by the change in
pension value and LTPA payouts covering all three years of the 2010-2012 performance period.
SEC total compensation with
annualized LTPA payout.
GE grants LTPAs
to named executives only once every three or more years, in contrast to many
companies that grant such awards annually. Nevertheless, pursuant to SEC rules,
LTPA payouts are reported in full for 2012 in the Non-Equity Incentive Plan
Comp. and SEC Total columns in the Summary Compensation Table. To reflect
that LTPA payouts reward performance for each of the years in the performance
period, we have added the SEC Total With Annualized LTPA Payout column to the
right of the table below to show SEC total compensation with the LTPA payout
reported on an annualized basis.
Realized pay differs from reported
as reported in the Summary Compensation Table and calculated under SEC rules,
includes several items that are driven by accounting and actuarial assumptions.
Accordingly, it is not necessarily reflective of the compensation our named
executives actually realized in 2012. To supplement that disclosure we have
added the W-2 Realized Comp. column to the right of the table below to compare
our named executives 2012 compensation as determined under SEC rules with W-2
income for 2012, which is the compensation our named executives actually
received in 2012.
2012 Summary Compensation and