8-KMaterial Agreements

GENERAL ELECTRIC CO 8-K Report, Material Agreement (Sep 20, 2005)

Filed September 20, 2005For Securities:GE

Summary

General Electric Company (GE) filed an 8-K on September 20, 2005, reporting on executive compensation and a new deferred salary plan. The key event is the grant of 250,000 performance share units (PSUs) to CEO Jeffrey R. Immelt, representing his sole equity-based compensation for 2005. These PSUs are tied to specific five-year performance targets related to cash flow growth and total shareholder return relative to the S&P 500, aligning executive incentives with long-term company performance. Additionally, GE announced the adoption of the 2006 Executive Deferred Salary Plan, effective January 1, 2006. This plan allows approximately 4,000 executives to defer a portion of their salary, which accrues interest at 8.5% and receives a company credit of 3.5% of the deferred amount. Vesting of interest is contingent on remaining with the company for five years, emphasizing executive retention. Notably, the five highest-paid executive officers in 2004 will not participate in this new plan.

Key Highlights

  • 1CEO Jeffrey R. Immelt granted 250,000 performance share units (PSUs) as his only equity compensation for 2005.
  • 2PSUs are contingent on achieving specific 5-year performance targets (2005-2009): average 10% annual cash flow growth (adjusted) for half, and outperforming the S&P 500 in total shareholder return for the other half.
  • 3Performance period for the PSUs is from 2005 through 2009.
  • 4Mr. Immelt will receive quarterly dividend payments on the granted PSUs during the performance period.
  • 5GE adopted the 2006 Executive Deferred Salary Plan, effective January 1, 2006, aimed at executive retention.
  • 6The plan allows approximately 4,000 executives to defer 10-50% of their 2006 salary, earning 8.5% annual interest and a 3.5% company credit.
  • 7Vesting of interest in the deferred salary plan requires five years of service, with exceptions for specific events like retirement or death.

Frequently Asked Questions

The primary purpose of this 8-K filing is to disclose material events related to executive compensation. Specifically, it details the grant of performance share units (PSUs) to CEO Jeffrey R. Immelt and the adoption of a new executive deferred salary plan.

Half of Mr. Immelt's 250,000 PSUs will convert to stock only if GE's adjusted operating cash flow grows by an average of 10% or more annually over the five-year period from 2005 to 2009. The other half will convert only if GE's total shareholder return meets or exceeds that of the S&P 500 over the same period.

The plan allows about 4,000 executives to defer between 10% and 50% of their 2006 salary. This deferred amount accrues 8.5% annual interest and receives a 3.5% company credit. The interest earned vests only after five years of continued employment with the company, except in cases of retirement, death, disability, or layoff.

No, the filing explicitly states that none of GE's five highest-paid executive officers in 2004 will participate in the 2006 Executive Deferred Salary Plan.