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 25, 2006 |
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| | General Electric Company | |
| | (Exact name of registrant as specified in its charter) | |
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New York | | 1-35 | | 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) |
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Registrant’s telephone number, including area code (203) 373-2211 |
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| (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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
On April 25, 2006, the Board of Directors of General Electric Company amended the company’s By-Laws to implement its majority vote policy for director elections as new Article II, Section C of the By-Laws. Pursuant to this provision, in any non-contested election of directors, any director nominee who receives a greater number of votes “withheld” from his or her election than votes “for” such election shall immediately tender his or her resignation, and the Board of Directors will decide, through a process managed by the Nominating and Corporate Governance Committee and excluding the nominee in question, whether to accept the resignation at its next regularly scheduled Board meeting. Absent a compelling reason for the director to remain on the Board, the Board shall accept the resignation. The Board’s explanation of its decision shall be promptly disclosed on Form 8-K filed with the Securities and Exchange Commission.
Exhibit Index
3 Amended and Restated By-Laws of General Electric Company
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) | |
| | | | |
| Date: April 28, 2006 | | /s/ Michael R. McAlevey | |
| | | Michael R. McAlevey | |
| | | Chief Corporate & Securities Counsel | |
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