8-KLeadership ChangesCorporate ChangesExhibits & Filings

GENERAL ELECTRIC CO 8-K Report, Executive Changes (Feb 15, 2013)

Filed February 15, 2013For Securities:GE

Summary

General Electric Company (GE) filed an 8-K on February 15, 2013, primarily announcing two significant governance changes. Firstly, Francisco D’Souza, CEO of Cognizant Technology Solutions Corporation, was elected to GE's Board of Directors, increasing the board's size and adding external expertise, particularly from the technology sector. Mr. D'Souza has been deemed an independent director. Secondly, GE's Board of Directors amended and restated the company's By-Laws, implementing key changes to enhance shareholder rights and streamline procedural requirements. Notably, the threshold for shareholders to call a special meeting was reduced from 20% to 10%. Additionally, the advance notice deadline for shareholder nominations and proposals at annual meetings was adjusted to align more closely with SEC deadlines, providing a clearer framework for shareholder engagement.

Key Highlights

  • 1Election of Francisco D’Souza, CEO of Cognizant Technology Solutions, to GE's Board of Directors.
  • 2Increase in the size of the Board of Directors from 18 to 19 members.
  • 3Francisco D’Souza has been classified as an independent director.
  • 4Amendment to By-Laws to lower the shareholder threshold for calling a special meeting from 20% to 10%.
  • 5Revision of advance notice deadlines for shareholder nominations/proposals at annual meetings to align with SEC timelines.
  • 6Clarification of information required from shareholders for nominations or proposals.
  • 7The Company's By-Laws were amended and restated, effective February 15, 2013.

Frequently Asked Questions

Francisco D’Souza is the CEO and Director of Cognizant Technology Solutions Corporation. His election to GE's Board of Directors, effective February 15, 2013, was part of an effort to expand the board's expertise and independence. He has been determined to be an independent director.

Reducing the threshold from 20% to 10% for shareholders to call a special meeting empowers a broader group of shareholders to convene and discuss important company matters outside of the regular annual meeting schedule. This change generally reflects a move towards greater shareholder rights and engagement.

The By-Laws were amended to adjust the advance notice deadline for shareholder nominations or proposals at annual meetings. The new timeframe (150-120 days prior to the anniversary of proxy material mailing) is designed to align with SEC Rule 14a-8, making the process more consistent and clearer for shareholders wishing to submit proposals or nominate directors.

As of the filing date (February 15, 2013), the Board had not yet appointed Mr. D'Souza to any specific Board committees.