UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 27, 2011
General Electric Company
(Exact name of registrant as specified in its charter)
| New York | 001-00035 | 14-0689340 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3135 Easton Turnpike, Fairfield, Connecticut | 06828-0001 | |||
| (Address of principal executive offices) | (Zip Code) | |||
Registrant’s telephone number, including area code (203) 373-2211
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 5.07. | Submission of Matters to a Vote of Security Holders. |
(a) The annual meeting of shareowners of the Company was held on April 27, 2011.
(b) The shareowners elected all of the Company’s nominees for director; ratified the appointment of KPMG LLP as the Company’s independent registered accounting firm for the fiscal year 2011; approved the advisory vote on executive compensation; and approved holding future advisory votes on executive compensation every year. The shareowners did not approve any of the shareowner proposals, which are listed below.
| A. | Election of Directors: |
| Shares For | Shares Against | Shares Abstain | Non-Votes | |||||||||||||
| W. Geoffrey Beattie |
5,717,325,631 | 383,106,769 | 43,344,740 | 2,116,572,066 | ||||||||||||
| James I. Cash, Jr. |
5,645,873,768 | 458,620,354 | 39,283,018 | 2,116,572,066 | ||||||||||||
| Ann M. Fudge |
5,980,010,414 | 125,446,071 | 38,320,655 | 2,116,572,066 | ||||||||||||
| Susan Hockfield |
5,753,374,448 | 352,901,081 | 37,501,611 | 2,116,572,066 | ||||||||||||
| Jeffrey R. Immelt |
5,820,576,981 | 287,746,410 | 35,453,749 | 2,116,572,066 | ||||||||||||
| Andrea Jung |
5,264,422,127 | 841,842,544 | 37,512,469 | 2,116,572,066 | ||||||||||||
| Alan G. (A.G.) Lafley |
6,009,125,481 | 94,909,446 | 39,742,213 | 2,116,572,066 | ||||||||||||
| Robert W. Lane |
5,693,451,078 | 410,460,140 | 39,865,922 | 2,116,572,066 | ||||||||||||
| Ralph S. Larsen |
5,687,148,399 | 415,960,151 | 40,668,590 | 2,116,572,066 | ||||||||||||
| Rochelle B. Lazarus |
5,721,498,411 | 384,331,125 | 37,947,604 | 2,116,572,066 | ||||||||||||
| James J. Mulva |
5,755,998,766 | 348,124,546 | 39,653,828 | 2,116,572,066 | ||||||||||||
| Sam Nunn |
5,561,936,241 | 543,866,478 | 37,974,421 | 2,116,572,066 | ||||||||||||
| Roger S. Penske |
5,503,458,091 | 569,136,352 | 71,182,697 | 2,116,572,066 | ||||||||||||
| Robert J. Swieringa |
6,001,616,478 | 102,018,837 | 40,141,825 | 2,116,572,066 | ||||||||||||
| James S. Tisch |
5,420,316,467 | 684,167,933 | 39,292,740 | 2,116,572,066 | ||||||||||||
| Douglas A. Warner III |
5,639,542,216 | 465,911,295 | 38,323,629 | 2,116,572,066 | ||||||||||||
| B. | Ratification of KPMG LLP: |
| For |
8,048,916,752 | |||
| Against |
147,038,400 | |||
| Abstain |
64,394,054 |
| C. | Advisory Vote on Executive Compensation: |
| For |
4,802,235,894 | |||
| Against |
1,238,198,783 | |||
| Abstain |
103,342,463 | |||
| Non-Votes |
2,116,572,066 |
(2)
| D. | Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation: |
| One year |
5,177,027,789 | |||
| Two years |
98,524,395 | |||
| Three years |
819,877,840 | |||
| Abstain |
48,347,116 | |||
| Non-Votes |
2,116,572,066 |
| 1. | Shareowner Proposal: Cumulative Voting: |
| For |
1,632,149,274 | |||
| Against |
4,445,784,633 | |||
| Abstain |
65,843,233 | |||
| Non-Votes |
2,116,572,066 |
| 2. | Shareowner Proposal: Future Stock Options: |
| For |
1,791,806,984 | |||
| Against |
4,284,369,342 | |||
| Abstain |
67,600,814 | |||
| Non-Votes |
2,116,572,066 |
| 3. | Shareowner Proposal: Withdraw Stock Options Granted to Executive Officers: |
| For |
450,822,488 | |||
| Against |
5,631,590,645 | |||
| Abstain |
61,364,007 | |||
| Non-Votes |
2,116,572,066 |
| 4. | Shareowner Proposal: Climate Change Risk Disclosure: |
| For |
240,369,492 | |||
| Against |
4,924,813,208 | |||
| Abstain |
978,594,440 | |||
| Non-Votes |
2,116,572,066 |
| 5. | Shareowner Proposal: Transparency in Animal Research: |
| For |
451,487,905 | |||
| Against |
4,384,712,509 | |||
| Abstain |
1,307,576,726 | |||
| Non-Votes |
2,116,572,066 |
(3)
| (d) | Disclosure Regarding Frequency of Stockholder Advisory Vote on Executive Compensation: |
A majority of the votes cast by shareowners voted, on an advisory basis, to hold an advisory vote to approve executive compensation every year. In line with this recommendation by our shareowners, the Board of Directors has decided that it will include an advisory shareowner vote on executive compensation in its proxy materials every year until the next required advisory vote on the frequency of shareowner votes on executive compensation, which will occur no later than our Annual Meeting of Shareowners in 2017.
(4)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| General Electric Company | ||||
| (Registrant) | ||||
| /s/ Michael R. McAlevey | ||||
| Date: May 2, 2011 | Michael R. McAlevey | |||
| Vice President and Chief Corporate, Securities and Finance Counsel | ||||
(5)