Who is James S. Tisch and why was he appointed to the Board?

James S. Tisch is the President and Chief Executive Officer and a director of Loews Corporation. He was elected to General Electric's Board of Directors as an independent director to fill a vacancy, increasing the board size to seventeen members.

What are the key changes to the By-laws regarding shareholder proposals and director nominations?

The By-laws now require shareholders to provide advance notice for director nominations or other business proposals within a window of 90-120 days prior to the anniversary of the prior year's annual meeting, replacing the previous fixed 90-day deadline. Additionally, shareholders must provide representations that they are entitled to vote and update this information as of the record date, and disclose any material direct or indirect interest, arrangements, or hedging transactions related to the company's securities.

How do the By-law amendments affect indemnification for GE's directors and officers?

The amendments significantly strengthen indemnification provisions. They establish a right to advancement of expenses, clarify that indemnification is a contractual right, expand covered proceedings, allow for recovery of legal fees in enforcement actions ('fees on fees'), and create a presumption of indemnification and advancement of expenses. These changes aim to provide greater assurance and protection for directors and officers.

When can shareholders expect to nominate directors or propose other business for the next annual meeting under the new By-laws?

For the 2011 annual meeting, shareholders must provide written notice to the Company on or after December 29, 2010, and no later than January 28, 2011, to nominate a director or bring other business (excluding proposals governed by Rule 14a-8).

GE 8-K: Leadership Changes & Corporate Changes

Summary

This 8-K filing by General Electric Company (GE) on June 16, 2010, primarily announces two key corporate governance changes. Firstly, James S. Tisch, President and CEO of Loews Corporation, was elected to GE's Board of Directors, increasing its size to seventeen members. Mr. Tisch has been deemed an independent director and will participate in the standard compensation program for non-management directors. Secondly, the filing details significant amendments to GE's By-laws approved by the Board on June 11, 2010. These amendments adjust the notice period for shareholder nominations and business proposals, enhance disclosure requirements for shareholder proponents regarding their interests and arrangements, and strengthen indemnification provisions for directors and officers, including establishing advancement of expenses and clarifying indemnification as a contractual right. These changes impact the process for shareholders to nominate directors or present business at future annual meetings.

Key Highlights

1James S. Tisch, CEO of Loews Corporation, elected to GE's Board of Directors, expanding it to 17 members.
2Mr. Tisch has been classified as an independent director under NYSE and GE's guidelines.
3GE's By-laws were amended to modify the advance notice period for shareholder nominations and business proposals from a fixed 90 days to a 90-120 day window prior to the anniversary of the prior year's annual meeting.
4Enhanced disclosure requirements for shareholder proponents include providing representations of voting entitlement and updating information as of the record date.
5Shareholder proposals must now disclose material interests, arrangements, and hedging transactions related to company securities.
6By-laws were amended to strengthen indemnification for directors and officers, establishing a right to advancement of expenses and clarifying indemnification as a contractual right.
7Amendments create a presumption of indemnification and advancement of expenses for directors and officers under specified conditions.

GENERAL ELECTRIC CO 8-K Report, Executive Changes (Jun 16, 2010)

Summary

Key Highlights

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