Summary
General Electric Company (GE) filed an 8-K report on February 11, 2015, detailing amendments to its By-Laws, effective February 6, 2015. The most significant change implemented is the adoption of a proxy access by-law. This new by-law allows shareholders, or a group of up to 20 shareholders, who collectively own at least 3% of the company's outstanding common stock for a continuous period of three years, to nominate and include director candidates in GE's proxy materials. These nominated directors can constitute up to 20% of the board, subject to specific requirements being met by both the shareholders and the nominees. In addition to proxy access, the amendments also include clarifications and updates to the existing advance notice provisions for director nominations. These changes are primarily administrative and non-substantive in nature. Investors should note that this proxy access provision could potentially increase shareholder influence on board composition and director nominations in the future.
Key Highlights
- 1GE adopted a new proxy access by-law allowing significant long-term shareholders to nominate directors.
- 2Shareholders owning 3% or more of GE stock for at least three years can nominate directors.
- 3Nominees can represent up to 20% of the Board of Directors.
- 4The proxy access provision requires shareholders and nominees to meet specific criteria.
- 5The company also updated and clarified its existing advance notice provisions for director nominations.
- 6These amendments to the By-Laws became effective on February 6, 2015.
- 7The full text of the Amended and Restated By-Laws is available as an exhibit to this filing.