DEFA14A 1 ddefa14a.htm DEFINITIVE ADDITIONAL MATERIALS Definitive Additional Materials



Washington, D.C. 20549


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General Electric Company

(Name of Registrant as Specified In Its Charter)

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Responding to shareowners on executive compensation

We have had a number of constructive conversations with our shareowners on stock options that were awarded to Mr. Immelt in March 2010. Our Management Development and Compensation Committee (MDCC) granted Mr. Immelt two million stock options to increase the equity-based portion of his compensation and to underscore the Board’s confidence in his leadership. Some shareowners have expressed the view that additional performance conditions should be applied to Mr. Immelt’s 2010 stock option award. After taking into account these views, the MDCC, with Mr. Immelt’s full support, has modified that award to include the following performance conditions to vesting:



50% of the options would vest only if GE’s cumulative industrial cash flow from operating activities, adjusted to exclude the effect of unusual events, is at least $55 billion over the four-year performance period beginning on January 1, 2011 and ending on December 31, 2014, and



50% would vest only if GE’s total shareowner return meets or exceeds that of the S&P 500 over the same period.

These performance conditions are consistent with existing goals under a 2009 performance share unit (PSU) grant to Mr. Immelt.

As indicated in our 2011 Proxy Statement, the MDCC will resume the practice in 2011 of granting Mr. Immelt equity-based compensation solely in PSUs with disclosed performance goals.