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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 - PROXY_STATEMENT
GE 2013 Proxy Statement



Table of Contents

PROXY SUMMARY

PROXY SUMMARY

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

April 24, 2013
10:00 a.m.
Central Time
Ernest N. Morial Convention Center
900 Convention Center Blvd.
New Orleans, LA 70130

Voting. 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
www.investorvote.com/ge

calling toll-free from the
United States, U.S. territories and
Canada to 1-800-652-8683

scanning this QR code to vote with
your mobile device

mailing your signed proxy or voting
instruction form


Admission. 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.

Webcast. We will provide a live webcast of the annual meeting from our Investor Relations website at www.ge.com/investor-relations.

Each shareowner’s 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 Internet.

MEETING AGENDA AND VOTING RECOMMENDATIONS

  Page Reference for
More Information
Board Vote Recommendation
Election of 17 directors 2 For
each director nominee
Management proposals    
     Advisory approval of our named executives’ compensation 20 For
     Ratification of KPMG as auditor for 2013 42 For
Shareowner proposals 44 Against
each proposal
Transact other business that properly comes before the meeting    


GE 2013 Proxy Statement     i



Table of Contents


BOARD NOMINEES

    Director   Inde- Committee Memberships Other Public
Name Age Since   Principal Occupation pendent AC MDCC NCGC RC PRC* Company Boards
W. Geoffrey Beattie 52 2009 Deputy Chairman, Thomson Reuters X F C
  • Maple Leaf Foods
  • Royal Bank of Canada
  • Thomson Reuters
John J. Brennan 58 2012 Chairman Emeritus and Senior Advisor, The Vanguard Group X       X  
  • Hanover Insurance
  • LPL Financial Holdings
James I. Cash, Jr. 65 1997 Emeritus James E. Robison Professor of Business Administration, Harvard Business School X X X X
  • Chubb
  • Wal-Mart
Francisco D’Souza 44 2013 CEO, Cognizant Technology Solutions Corporation X          
  • Cognizant
Marijn E. Dekkers 55 2012 Chairman of the Board of Management, Bayer AG X
  • Bayer
Ann M. Fudge 61 1999 Former Chairman & CEO, Young & Rubicam Group X         X
  • Infosys
  • Novartis
  • Unilever
Susan Hockfield 61 2006 President Emerita and Professor of Neuroscience, Massachusetts Institute of Technology X X   X
  • Qualcomm
Jeffrey R. Immelt 57 2000 Chairman & CEO, General Electric Company           X  
Andrea Jung 54 1998 Former Chairman & CEO, Avon X X X
  • Apple
Robert W. Lane 63 2005 Former Chairman & CEO, Deere X F X      
  • BMW
  • Northern Trust
  • Verizon Communications
Ralph S. Larsen 74 2002 Former Chairman & CEO, Johnson & Johnson X C X
Rochelle B. Lazarus 65 2000 Chairman Emeritus & former CEO, Ogilvy & Mather X     C   X
  • Merck
James J. Mulva 66 2008 Former Chairman & CEO, ConocoPhillips X F X
  • General Motors
Mary L. Schapiro 57 Former Chairman, Securities and Exchange Commission X            
Robert J. Swieringa 70 2002 Professor of Accounting and former Dean, Johnson Graduate School of Management, Cornell University X F
James S. Tisch 60 2010 President & CEO, Loews X       X  
  • Loews and its consolidated subsidiaries (CNA Financial, Diamond Offshore Drilling)
Douglas A. Warner III 66 1992 Former Chairman, JPMorgan Chase X C, F X X
2012 Meetings         13 9 7 11 3  
 
AC      Audit Committee
MDCC   Management Development and Compensation Committee
NCGC   Nominating and Corporate Governance Committee
PRC   Public Responsibilities Committee
RC   Risk Committee
C      Chair
F   Financial expert
*   Mr. Nunn, current chair of the PRC, is not standing for reelection at the 2013 Annual Meeting




Attendance:
In 2012, 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 Elections:
Each director is elected annually by a majority of votes cast.




ii     GE 2013 Proxy Statement



Table of Contents

PROXY SUMMARY

2012 PERFORMANCE AND COMPENSATION HIGHLIGHTS

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 500. Under Mr. Immelt’s 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 company’s 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 Capital’s 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 company’s operations through its simplification initiative.


GE OUTPERFORMED THE S&P 500
ON EARNINGS, STOCK PRICE AND TSR

$210 BILLION RECORD YEAR-END BACKLOG


Compensation decisions reflect a balanced and responsible pay approach. The MDCC has responsibility for oversight of GE’s 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.

Management’s strong performance over the past three years led to an overall above-target achievement for the performance goals under the 2010–2012 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).


GE 2013 Proxy Statement     iii



Table of Contents


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 total compensation. Total compensation, 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 Realized Compensation

Name and
Principal Position
Salary Bonus Stock
Awards
Option
Awards
Non-Equity
Incentive
Plan Comp.
Change in
Pension
Value and
Nonqualified
Deferred
Comp.
Earnings
All Other
Comp.
SEC Total SEC Total
Without
Change in
Pension
Value
SEC Total
With
Annualized
LTPA Payout
W-2
Realized
Comp.
Jeffrey R. Immelt $3,300,000 $4,500,000 $0 $              0 $12,080,250 $5,351,595 $   574,507 $25,806,352 $20,592,769 $17,752,852 $7,907,751
Chairman of the
Board and CEO
Keith S. Sherin $1,850,000 $3,500,000 $0 $              0 $  8,595,563 $5,953,692 $   258,110 $20,157,365 $14,302,883 $14,426,990 $6,574,575
Vice Chairman                      
and CFO                      
Michael A. Neal $2,100,000 $3,800,000 $0 $              0 $  9,137,625 $7,821,436 $   343,922 $23,202,983 $15,497,598 $17,111,233 $6,927,241
Vice Chairman
John G. Rice $2,200,000 $3,800,000 $0 $              0 $  9,447,375 $7,524,925 $2,075,677 $25,047,977 $17,678,431 $18,749,727 $8,484,728
Vice Chairman                      
Brackett B. $1,575,000 $2,650,000 $0 $3,040,000 $  6,659,625 $1,909,377 $   461,890 $16,295,892 $14,401,341 $11,856,142 $6,736,113
Denniston III            
SVP, General                      
Counsel and                  
Secretary    
 

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. For more information regarding amounts reported in the “W-2 Realized Comp.” column, see “ 2012 Realized Compensation ” on page 31. For a reconciliation of realized compensation and total compensation as shown above, see “ Reconciliation of Realized Compensation Table to Summary Compensation Table ” on page 53. The amounts reported as realized compensation differ substantially from the amounts reported as total compensation in the 2012 Summary Compensation Table and are not a substitute for those amounts.


iv     GE 2013 Proxy Statement



Table of Contents

PROXY SUMMARY

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