Notice of 1994
Annual Meeting
and
Proxy Statement
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CONTENTS
Letter from the Chairman 3
Notice of 1994 Annual Meeting of Share Owners 4
Proxy Statement 5
* Election of Directors 5
Information Relating to Directors, Nominees
and Executive Officers 11
Report of the Compensation Committee
of the Board of Directors 16
Summary Compensation Table 20
Stock Appreciation Rights and Stock Options 22
Financial Performance Comparison Graphs 24
Retirement Benefits 26
* Appointment of Independent Auditors 27
* Proposed 2-for-1 Stock Split and Increase in
Number of Authorized Shares 27
* Share Owner Proposals relating to:
No. 1 Political Contributions 30
No. 2 Economic Conversion 31
No. 3 NBC Programming 33
No. 4 The CERES Principles 34
Other Matters 37
* To be voted on at the meeting
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EVERY SHARE OWNER'S VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY FORM
Printed on recycled paper using soybean ink.
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General Electric Company
3135 Easton Turnpike, Fairfield, CT 06431
March 8, 1994
Dear Share Owner,
You are invited to attend the 1994 Annual Meeting to be held on
Wednesday, April 27, in Raleigh, North Carolina.
The Annual Meeting will begin with a report on Company operations,
followed by discussion and voting on the matters set forth in the
accompanying Notice of Annual Meeting and Proxy Statement and on other
business matters properly brought before the meeting.
If you plan to attend the meeting, please complete and return the
advance registration form on the back page of this Proxy Statement. An
admission card, which will expedite your admission to the meeting, will be
mailed to you about three weeks prior to the meeting.
Whether or not you plan to attend, you can be sure your shares are
represented at the meeting by promptly completing, signing, dating and
returning your proxy form in the enclosed envelope.
Cordially,
John F. Welch, Jr.
Chairman of the Board
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3
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NOTICE OF 1994 ANNUAL MEETING
OF SHARE OWNERS
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10:00 a.m., EDT, April 27, 1994
The Governor W. Kerr Scott Building
North Carolina State Fair
1025 Blue Ridge Boulevard
Raleigh, North Carolina
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March 8, 1994
To the Share Owners:
General Electric Company's 1994 Annual Meeting of Share Owners will
be held in the Governor W. Kerr Scott Building, North Carolina State
Fair, 1025 Blue Ridge Boulevard, Raleigh, North Carolina, on Wednesday,
April 27, 1994, at 10:00 a.m., EDT. Following a report on GE's business
operations, the share owners will act on the matters listed below:
(a) Election of Directors for the ensuing year;
(b) Approval of the appointment of Independent
Auditors for 1994;
(c) Proposed 2-for-1 Stock Split and Increase in
Number of Authorized Shares;
(d) Consideration of the share owner proposals described in the
accompanying Proxy Statement; and
(e) Consideration of any other matters which may
properly come before the meeting.
Share owners of record at the close of business on March 8, 1994, will be
entitled to vote at the meeting and any adjournments.
Benjamin W. Heineman, Jr.
Secretary
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4
PROXY STATEMENT
General Electric Company, Fairfield, Connecticut 06431
This Proxy Statement is furnished in connection with the solicitation of
proxies by General Electric Company on behalf of the Board of Directors for
the 1994 Annual Meeting of Share Owners. This Proxy Statement and a proxy
form are scheduled to be mailed to share owners beginning on March 8, 1994.
You can ensure that your shares are voted at the meeting by
completing, signing, dating and returning the enclosed proxy form in the
envelope provided. Sending in a signed proxy will not affect your right to
attend the meeting and vote. A share owner who gives a proxy may revoke it
at any time before it is exercised by voting in person at the Annual
Meeting, by submitting another proxy bearing a later date or by notifying
the Inspectors of Election in writing of such revocation.
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ELECTION OF DIRECTORS
At the 1994 Annual Meeting, 15 directors are to be elected to hold office
until the 1995 Annual Meeting and until their successors have been elected
and have qualified. The nominees, listed on pages six to ten with brief
biographies, are all now GE directors. The Board knows of no reason why any
nominee may be unable to serve as a director. If any nominee is unable to
serve, the shares represented by all valid proxies will be voted for the
election of such other person as the Board may recommend.
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5
H. BREWSTER ATWATER, JR., 62, CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND DIRECTOR, GENERAL MILLS, INC.,
CONSUMER FOODS AND RESTAURANTS, MINNEAPOLIS, MINN.
DIRECTOR SINCE 1989.
A graduate of Princeton University and Stanford University Graduate School
of Business, Mr. Atwater joined General Mills in 1958 and served in a
variety of sales and marketing positions. He was elected executive vice
president in 1970, chief operating officer in 1976, chief executive officer
in 1981 and chairman in 1982. Mr. Atwater is a director of Merck & Co.,
Inc.; a member of the Business Roundtable and the Business Council; a
member of the International Council, J. P. Morgan & Co. Incorporated; and a
director of American Public Radio, the Walker Art Center and the Mayo
Foundation.
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D. WAYNE CALLOWAY, 58, CHAIRMAN OF THE BOARD, CHIEF EXECUTIVE
OFFICER AND DIRECTOR, PEPSICO, INC., BEVERAGES, SNACK
FOODS AND RESTAURANTS, PURCHASE, N.Y. DIRECTOR SINCE 1991.
A graduate of Wake Forest University, Mr. Calloway joined PepsiCo in 1967,
became president and chief operating officer of Frito-Lay, Inc. in 1976 and
chairman of the board and chief executive officer of Frito-Lay in 1978. Mr.
Calloway became executive vice president, chief financial officer, and
director of PepsiCo in 1983, president and chief operating officer in 1985
and chairman and chief executive officer in 1986. He is a director of
Citicorp and Exxon, vice chairman of Grocery Manufacturers of America, and
a member of the Business Council, the Policy Committee of the Business
Roundtable, the Tri-Lateral Commission and the Business Council of New York
State. He is also chairman of the Board of Trustees of Wake Forest
University.
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SILAS S. CATHCART, 67, DIRECTOR AND RETIRED CHAIRMAN OF
THE BOARD, ILLINOIS TOOL WORKS, INC., DIVERSIFIED PRODUCTS,
CHICAGO, ILL. DIRECTOR 1972-1987 AND SINCE 1990.
Following his graduation from Princeton in 1948, Mr. Cathcart joined
Illinois Tool Works, Inc., a manufacturer of tools, fasteners, packaging
and other products. He was named a vice president in 1954, executive vice
president in 1962, president and director in 1964, and served as chairman
from 1972 to 1986. From 1987 to 1989, he served as chairman of the board of
Kidder, Peabody Group, Inc. Mr. Cathcart is a director of Baxter
International, Inc., Montgomery Ward & Co., Inc. and Quaker Oats Company.
He is also on the board of the Chicago Botanic Garden and is a trustee of
the Buffalo Bill Historical Society.
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6
LAWRENCE E. FOURAKER, 70, FORMER DEAN, HARVARD BUSINESS
SCHOOL, CAMBRIDGE, MASS. DIRECTOR SINCE 1981.
The holder of a PhD degree from the University of Colorado, Dr. Fouraker
joined the faculty of Harvard Business School in 1961, where he has taught
business and government relations, headed the international business area,
was director of the division of research, and served as dean of faculty
from 1970 to 1980. Dr. Fouraker is a director of Alcan Aluminum Ltd.,
Citicorp, Enserch, The Gillette Company, Inc., Ionics Corp. and New England
Mutual Life Insurance Company.
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PAOLO FRESCO, 60, VICE CHAIRMAN OF THE BOARD AND
EXECUTIVE OFFICER, GENERAL ELECTRIC COMPANY. DIRECTOR SINCE 1990.
Mr. Fresco received a law degree from the University of Genoa. After
practicing law in Rome, he joined GE's Italian subsidiary, Compagnia
Generale di Elettricita (COGENEL), in 1962 as corporate counsel, becoming
president and general manager of that company in 1972. In 1976, he joined
GE's International Group and was elected a vice president in 1977. Mr.
Fresco became vice president and general manager - Europe and Africa
Operations in 1979, and in 1985 was named vice president and general
manager - International Operations. In 1987, he was elected senior vice
president - GE International. He became a member of the Board in 1990, and
was elected vice chairman of the Board and executive officer in 1992.
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CLAUDIO X. GONZALEZ, 59, CHAIRMAN OF THE BOARD
AND MANAGING DIRECTOR, KIMBERLY-CLARK DE MEXICO, S.A. DE
C.V., MEXICO CITY, MEXICO, AND DIRECTOR, KIMBERLY-CLARK
CORPORATION, PAPER PRODUCTS. DIRECTOR SINCE 1993.
Mr. Gonzalez is a graduate of Stanford University. He was employed by
Kimberly-Clark in 1956 and by its subsidiary, Kimberly-Clark de Mexico,
S.A., in 1957. He was elected vice president of operations of Kimberly-
Clark de Mexico, S.A. in 1962 and executive vice president and managing
director in 1966. He assumed his present position in 1973. Mr. Gonzalez is
a director of Kellogg Company, IBM Latin America, The Mexico Fund, Inc.,
Banco Nacional de Mexico, Grupo Industrial ALFA, Grupo Industrial Saltillo,
Grupo Carso, Synkro and Telefonos de Mexico.
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7
HENRY H. HENLEY, JR., 72, RETIRED CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND FORMER DIRECTOR, CLUETT,
PEABODY & CO., INC., MANUFACTURING AND RETAILING OF
APPAREL, NEW YORK, N.Y. DIRECTOR SINCE 1972.
A 1943 graduate of Hendrix College, Mr. Henley joined McKesson & Robbins,
Inc., becoming a vice president in 1956, director and executive vice
president in 1959 and president in 1962. He served as a director of Cluett,
Peabody & Co., Inc., from 1963 to 1986, was elected president in 1967 and
served as chief executive officer from 1970 to 1986. He is a member of the
Business Council and a trustee of the Presbyterian Hospital in New York
City.
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DAVID C. JONES, 72, RETIRED U.S. AIR FORCE GENERAL
AND FORMER CHAIRMAN OF THE JOINT CHIEFS OF STAFF,
WASHINGTON, D.C. DIRECTOR SINCE 1986.
General Jones attended the University of North Dakota and Minot State
College before joining the Army Air Corps in 1942. He is a graduate of the
National War College. He became Chief of Staff of the Air Force in 1974 and
served as Chairman of the Joint Chiefs of Staff from 1978 to 1982. General
Jones is chairman of the board of National Education Corporation. He is
active in public service organizations.
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ROBERT E. MERCER, 69, RETIRED CHAIRMAN OF THE BOARD
AND FORMER DIRECTOR, THE GOODYEAR TIRE & RUBBER
COMPANY, AKRON, OHIO. DIRECTOR SINCE 1984.
A graduate of Yale University, Mr. Mercer joined Goodyear in 1947. He
became president of the Kelly-Springfield Tire Company subsidiary in 1974
and was elected an executive vice president of Goodyear in 1976. Mr. Mercer
was elected president of Goodyear in 1978, president and chief operating
officer in 1981, vice chairman and chief executive officer in 1982, and
served as chairman and chief executive officer from 1983 to 1989. He is
also a director of CPC International, Inc., Chemical Banking Corporation
and Roadway Services, Inc.
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8
GERTRUDE G. MICHELSON, 68, SENIOR ADVISOR AND DIRECTOR,
R. H. MACY & CO., INC., RETAILERS, NEW YORK, N.Y.
DIRECTOR SINCE 1976.
Mrs. Michelson received a BA degree from Pennsylvania State University in
1945 and an LLB degree from Columbia University in 1947, at which time she
joined Macy's - New York. Mrs. Michelson was elected a vice president in
1963, senior vice president in 1979, and was named senior vice president -
external affairs in 1980. She became senior advisor to R. H. Macy & Co.,
Inc. in 1992. She is a director of The Chubb Corporation, The Goodyear Tire
& Rubber Company, Quaker Oats Company and Stanley Works. Mrs. Michelson is
chairman emeritus of the Board of Trustees of Columbia University, a
governor of the American Stock Exchange and a trustee of the Rand
Corporation.
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BARBARA SCOTT PREISKEL, 69, FORMER SENIOR VICE PRESIDENT,
MOTION PICTURE ASSOCIATIONS OF AMERICA, NEW YORK, N.Y.
DIRECTOR SINCE 1982.
Mrs. Preiskel graduated from Wellesley College and Yale Law School. She
joined the Motion Picture Associations of America in 1959 as deputy
attorney and served as senior vice president and general counsel from 1977
to 1983. Mrs. Preiskel is a director of the New York Philharmonic Society;
is a trustee of Wellesley College, Tougaloo College and the Ford
Foundation; and is the chairman of the New York Community Trust. She is a
director of American Stores Company, Massachusetts Mutual Life Insurance
Company, Textron Inc. and the Washington Post Company.
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FRANK H. T. RHODES, 67, PRESIDENT, CORNELL UNIVERSITY,
ITHACA, N.Y. DIRECTOR SINCE 1984.
An English-born naturalized U.S. citizen, Dr. Rhodes holds bachelor of
science, doctor of philosophy and doctor of science degrees from the
University of Birmingham (U.K.). He was elected president of Cornell
University in 1977. Dr. Rhodes is a director of Tompkins County Trust
Company. He is a trustee of the Mellon Foundation and the Committee for
Economic Development. He was appointed by President Reagan as a member of
the National Science Board and by President Bush as a member of the
President's Education Policy Advisory Committee.
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9
ANDREW C. SIGLER, 62, CHAIRMAN OF THE BOARD, CHIEF
EXECUTIVE OFFICER AND DIRECTOR, CHAMPION INTERNATIONAL
CORPORATION, PAPER AND FOREST PRODUCTS, STAMFORD, CONN.
DIRECTOR SINCE 1984.
A graduate of Dartmouth College with an MBA degree from its Amos Tuck
School of Business Administration, Mr. Sigler joined Champion Papers Inc.,
a predecessor of Champion International, in 1956. He became executive vice
president of Champion International in 1972, a director in 1973, president
and chief executive officer in 1974 and chairman in 1979. Mr. Sigler is
also a director of Bristol-Myers Squibb Company and Chemical Banking
Corporation and is a member of the Board of Trustees of Dartmouth College.
He is a member of the Business Roundtable and the Business Council and is
active in various civic organizations.
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DOUGLAS A. WARNER III, 47, PRESIDENT AND DIRECTOR, J.P.
MORGAN & CO. INCORPORATED AND MORGAN GUARANTY TRUST
COMPANY, NEW YORK, N.Y. DIRECTOR SINCE 1992.
Following graduation from Yale University in 1968, Mr. Warner joined Morgan
Guaranty Trust Company, a wholly owned subsidiary of J.P. Morgan & Co.
Incorporated. He was named a senior vice president of the bank in 1985,
executive vice president in 1987, executive vice president of the parent in
1989, and managing director of the bank and its parent in 1989. He was
elected president and director of the bank and its parent in 1990. Mr.
Warner is also a director of Anheuser-Busch Companies, Inc., and is a
member of the Board of Overseers of the Memorial Sloan-Kettering Cancer
Center, a trustee of Cold Spring Harbor Laboratory and a trustee of the
Pierpont Morgan Library.
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JOHN F. WELCH, JR., 58, CHAIRMAN OF THE BOARD AND CHIEF
EXECUTIVE OFFICER, GENERAL ELECTRIC COMPANY. DIRECTOR
SINCE 1980.
A 1957 graduate of the University of Massachusetts with MS and PhD degrees
from the University of Illinois, Mr. Welch joined GE in 1960. Following
managerial assignments in the plastics and chemical and metallurgical
businesses, he was elected a vice president in 1972. In 1973, he was named
vice president and group executive of the Components and Materials Group.
He became a senior vice president and sector executive of the Consumer
Products and Services Sector in 1977 and was elected a vice chairman and
named an executive officer in 1979. Mr. Welch was elected chairman and
named chief executive officer in 1981.
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10
INFORMATION RELATING TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table includes all GE stock-based holdings, as of February 6,
1994, of the Company's Directors and five most highly-compensated executive
officers. This table indicates the alignment of the named individuals'
financial interests with the interests of the Company's share owners
because the value of their total holdings will increase or decrease in line
with the price of GE's stock.
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COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS
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NAME STOCK 1 TOTAL 2 NAME STOCK 1 TOTAL 2
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H. Brewster Atwater, Jr. 6,250 14,876 David C. Jones 7,750/6/ 20,275
D. Wayne Calloway 2,125 5,500 Robert E. Mercer 6,250 10,000
Silas S. Cathcart 58,199/3/ 61,949 Gertrude G. Michelson 6,050 22,731
Frank P. Doyle 395/4/ 207,203 Barbara Scott Preiskel 8,000/7/ 11,750
Lawrence E. Fouraker 6,650/5/ 17,079 Frank H. T. Rhodes 5,450 10,460
Paolo Fresco 36,000 352,247 Brian H. Rowe 50,883 279,006
Claudio X. Gonzalez 1,575 4,721 Andrew C. Sigler 7,250 11,000
Benjamin W. Heineman, Jr. 36,750 240,540 Douglas A. Warner III 2,675/8/ 5,300
Henry H. Henley, Jr. 6,050 39,061 John F. Welch, Jr. 177,672/9/ 1,244,092
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Common stock holdings of all directors and executive officers as a group were 637,183 /10/
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<FN>
NOTES:
1 No director or executive officer owns more than one-tenth of one
percent of the total outstanding shares, nor do all directors and executive
officers as a group own more than one percent of the total outstanding
shares. This column lists voting securities, including restricted stock
held by executive officers over which the officers have voting power but no
investment power. Otherwise, each director or officer has sole voting and
investment power over the shares reported, except as noted. This column
also includes 1,125 shares for Mr. Calloway, 2,250 shares for Mr. Cathcart,
3,000 shares for Mr. Fouraker, 375 shares for Messrs. Gonzalez and Warner,
and 5,250 shares for each other director, except Messrs. Fresco and Welch,
which may be acquired by such director pursuant to Stock Options that will
become exercisable within 60 days.
2 This column shows the individual's total stock-based holdings,
including the voting securities shown in the "Stock" column (as described
in footnote 1), plus non-voting securities, including, as appropriate, the
individual's holdings of stock appreciation rights, restricted stock units,
deferred compensation accounted for as units of GE stock, and Stock Options
that will not become exercisable within 60 days.
3 Includes 2,720 shares over which Mr. Cathcart has shared voting
and investment power.
4 Includes 395 shares over which Mr. Doyle has shared voting and
investment power but as to which he disclaims any other beneficial
interest.
5 Includes 1,300 shares over which Mr. Fouraker has shared voting
and investment power but as to which he disclaims any other beneficial
interest.
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11
NOTES (CONTINUED):
6 Includes 1,000 shares over which General Jones has shared voting
and investment power but as to which he disclaims any other beneficial
interest.
7 Includes 1,000 shares over which Mrs. Preiskel has shared voting
and investment power but as to which she disclaims any other beneficial
interest.
8 Includes 300 shares over which Mr. Warner has shared voting and
investment power but as to which he disclaims any other beneficial
interest.
9 Includes 19,200 shares over which Mr. Welch has shared voting and
investment power but as to which he disclaims any other beneficial
interest.
10 Includes 377,838 shares over which there are shared voting and/or
investment powers.
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* BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held nine meetings during 1993. The average
attendance by directors at these meetings was 97%, and all nominees
attended more than 96% of the Board and Committee meetings they were
scheduled to attend.
Among the committees of the Board of Directors are a Nominating
Committee, a Management Development and Compensation Committee, and an
Audit Committee.
Members of the Nominating Committee are Directors Atwater (Chairman),
Calloway, Cathcart, Henley, Michelson and Sigler. This committee's
responsibilities include the selection of potential candidates for director
and the recommendation of candidates to the Board. It also makes
recommendations to the Board concerning the structure and membership of the
other Board Committees. The Nominating Committee held three meetings during
1993. This committee will consider share owner recommendations for director
sent to the Nominating Committee, c/o Benjamin W. Heineman, Jr., Secretary,
General Electric Company, Fairfield, Conn. 06431.
Members of the Management Development and Compensation Committee are
Directors Cathcart (Chairman), Henley, Jones, Michelson and Rhodes. This
committee has two primary responsibilities: (1) to monitor the Company's
management resources, structure, succession planning, development and
selection process and the performance of key executives; and (2) to review
and approve executive compensation and changes. It also serves as the
committee administering the GE 1990 Long-Term Incentive Plan and the
Incentive Compensation Plan. This committee met nine times during 1993.
Members of the Audit Committee are Directors Michelson (Chairman),
Atwater, Cathcart, Fouraker, Preiskel and Rhodes. This committee is
primarily concerned with the effectiveness of the audits of GE by its
internal audit staff and by the independent auditors. Its duties include:
(1) recommending the selection of independent auditors; (2) reviewing the
scope of the audit to be conducted by them, as well as the results of their
audit; (3) reviewing the organization and scope of GE's internal system of
audit and financial controls; (4) appraising GE's financial reporting
activities (including its Proxy Statement and Annual Report)
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12
and the accounting standards and principles followed; and (5) examining
other reviews relating to compliance by employees with important GE
policies. There were four meetings of the Audit Committee during 1993.
Directors (other than those who are GE employees) are paid an annual
retainer of $50,000 plus a fee of $1,400 for each Board meeting and for
each Board Committee meeting attended. Non-employee directors are also paid
a travel allowance for attendance at Board meetings.
A director may make an irrevocable election each year to defer all or
a portion of annual retainer and fees. At the director's option, his or her
account is credited with units accounted for as GE common stock or the
dollar amount of the deferral. Accounts are also credited with common stock
dividend equivalents or interest equivalents based on the yield for long-
term U.S. government bonds. Participants will receive payments from their
account in cash, in either a lump sum or annual installments, after
termination of Board service.
Any non-employee director who has served as a director for at least
five years, is 65 years of age or older, and retires directly from the
Board is eligible to elect to receive: (1) an annual retirement benefit for
the lives of the director and eligible surviving spouse in the amount of
the retainer fee in effect at retirement; or (2) in lieu thereof, a life
insurance benefit in the amount of $450,000. The Board has decided that no
director shall stand for re-election after his or her 73rd birthday.
GE also provides each director (other than those who are GE
employees) with group life and accidental death insurance in the aggregate
amount of $150,000. The annual cost of this insurance is estimated to be a
total of $61,600. No present director or nominee is eligible to participate
in GE's Incentive Compensation Plan, employee stock option plans or in any
pension plans of GE or its subsidiaries, except for Messrs. Fresco and
Welch.
All the directors, except for Messrs. Fresco and Welch, are eligible
to participate in the 1989 Stock Option Plan for Non-Employee Directors.
The Plan automatically provides yearly grants of options (with each grant
becoming exercisable in four equal annual installments) to each director
who is serving on the Board at the time of such grant and who is not also
an employee of GE or any of its affiliates. Each annual grant permits the
holder to purchase from GE up to 1,500 shares of GE's common stock (subject
to adjustment as provided in the Plan) at the fair market value of such
shares on the date the option was granted. Payment to GE may be in cash, GE
common stock or a combination thereof. Annual grants are made on the last
day of trading of GE stock in each January through 1996. The options expire
ten years after the date they were granted or at such earlier date as may
be provided by the Plan provisions upon retirement, disability, death or
other termination of service. The Plan is administered by a committee of
employee directors, none of whom are eligible to receive awards under the
Plan. In 1993, each participating director received a grant of options on
1,500 shares at an exercise price of $86.125.
GE has had directors' and officers' liability insurance in effect
since 1968. National Union Fire Insurance Company, Aetna Casualty and
Surety Company,
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13
and Federal Insurance Company are the principal underwriters. GE also has
fiduciary liability insurance covering fiduciaries of GE's employee benefit
plans. National Union Fire Insurance Company, Federal Insurance Company,
and Aetna Casualty and Surety Company are the principal underwriters. The
directors' and officers' liability insurance covers directors, officers and
certain managers of GE and its subsidiaries. The fiduciary liability
insurance covers, among others, directors, officers and employees who may
be fiduciaries of any of GE's employee benefit plans. The current term of
the policies will be until September 25, 1994, for the directors' and
officers' liability insurance and May 31, 1994, for the fiduciary liability
insurance. The total annual premium is approximately $3,514,000.
As part of the Company's overall support for charitable institutions,
and in order to preserve its ability to attract directors with outstanding
experience and ability, the Company maintains a plan which permits each
director to recommend up to five charitable organizations that would share
in a $1 million contribution to be made by the Company upon the director's
retirement. The Company's payment of the contributions will ultimately be
recovered from life insurance policies that the Company maintains on the
directors for this purpose. The directors will not receive any financial
benefit from this program since the insurance proceeds and charitable
deductions accrue solely to the Company. The overall program will not
result in a material cost to the Company.
The directors (other than Messrs. Atwater, Calloway, Fresco,
Gonzalez, Jones and Warner) are defendants in a civil suit purportedly
brought on behalf of the Company as a share owner derivative action (the
Stern action) in the U.S. District Court in New York City in 1986. The
complaint relates to the Non-Partisan Political Support Committee For
General Electric Company Employees (PAC) and alleges that it was a waste of
corporate assets to provide Company funds to establish and operate the PAC
for GE employees because the PAC is allegedly used to attempt to buy favor
and influence with incumbent members of Congress and because solicitation
and administration costs were allegedly excessive. The complaint includes
allegations of bad faith, fraud, negligence and breach of fiduciary duty
under state law, and seeks compensatory damages and equitable relief. On
November 16, 1993, the Court granted summary judgment for all defendants on
all claims. Plaintiff has appealed, and that appeal is pending. The
defendants believe the appeal is without merit. In related proceedings, the
Federal Elections Commission and two federal courts held that the political
contributions made by the PAC were lawful and proper under federal election
law.
The directors (other than Messrs. Calloway, Gonzalez and Warner) and
certain officers are defendants in a civil suit purportedly brought on
behalf of the Company as a share owner derivative action (the McNeil
action) in New York State Supreme Court in 1991. The suit alleges the
Company was negligent and engaged in fraud in connection with the design
and construction of containment
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14
systems for nuclear power plants and contends that, as a result, GE has
incurred significant financial liabilities and is potentially exposed to
additional liabilities from claims brought by the Company's customers. The
suit alleges breach of fiduciary duty by the directors and seeks
unspecified compensatory damages and other relief. The defendants believe
these claims are without merit and are defending the suit.
The directors (other than Messrs. Gonzalez and Warner), certain
former directors, a former officer, and a former employee of the Company
are defendants in a civil suit purportedly brought on behalf of the Company
as a share owner derivative action (the Benfield action) in U.S. District
Court in Cincinnati, Ohio, in 1992. The suit seeks compensatory damages and
equitable relief arising out of the alleged failure of the director-
defendants to prevent government contract fraud. Plaintiff's claims relate
primarily to the fact that, in July 1992, the Company pled guilty to four
federal felony counts and settled a related federal False Claims Act civil
suit, all of which were related to diversions of U.S. military aid funds in
connection with the Company's sale of military aircraft engines to Israel.
The Company paid a fine of $9.5 million and simultaneously agreed to pay
$59.5 million to settle the False Claims Act civil suit. On December 3,
1993, the court approved a settlement of the derivative action. Under the
terms of the settlement, the Company will receive a payment of $19.5
million from an insurance policy it maintains to cover officers' liability,
less plaintiff's counsel fees and expenses awarded by the court. The
defendants have denied all allegations of wrongdoing, and all parties to
the action have agreed that the settlement is premised upon the litigation
risks associated with the claims that a single former officer non-willfully
failed to implement effectively the Company's compliance policies and
procedures. In agreeing to resolve this matter, plaintiff did not contest
the director-defendants' position that they had lawfully discharged their
duties to GE and that the Company, at all relevant times, has had in
existence detailed plans and procedures designed to promote and enforce
compliance with relevant laws. One share owner has appealed the District
Court's order approving the settlement. The defendants believe the appeal
is without merit.
The directors and certain former directors are defendants in a civil
suit purportedly brought on behalf of the Company as a share owner
derivative action (the Bildstein action) in New York State Supreme Court in
1994. The suit seeks compensatory damages arising out of the purported
failure of the defendants to prevent alleged government contract fraud and
alleged violations of the Foreign Corrupt Practices Act in connection with
U.S. government funded sales of military equipment to Egypt by a unit of
the Company's former GE Aerospace component. GE Aerospace was transferred
to Martin Marietta Corporation in 1993. The suit claims that the risk of
litigation arising from the alleged wrongdoing caused the Company to
receive less than it would have otherwise received in connection with the
transfer of GE Aerospace. The defendants are in the process of defending
the suit.
-----
15
* CERTAIN TRANSACTIONS
GE and its subsidiaries have purchase, sale, lease, finance, insurance and
other transactions in the normal course of business with companies or
organizations with which some of GE's directors are associated. Management
believes that all such transactions during 1993 were on terms that were
reasonable and competitive, and were not sufficiently significant to be
reportable. Additional transactions of this nature may be expected to take
place in the ordinary course of business in the future.
In connection with the relocation of William J. Conaty, who was
promoted to the position of Senior Vice President - Human Resources in
1993, the Company provided a $500,000 loan to assist him in purchasing a
home. The loan is secured by a second mortgage on the home and is
repayable, with interest at the Company's commercial paper borrowing rate,
in five years.
- ---------------------------------------------------------------------------
REPORT OF THE COMPENSATION COMMITTEE OF THE
BOARD OF DIRECTORS
* COMPENSATION POLICIES FOR EXECUTIVE OFFICERS
The Management Development and Compensation Committee of the Board of
Directors (Committee), consisting entirely of non-employee Directors,
approves all of the policies under which compensation is paid or awarded to
the Company's executive officers. In 1993, the Committee met nine times and
reviewed but, except as noted below, did not significantly change any of
the Company's executive compensation policies or programs. Among other
things, the Committee considered the possible effects of the new tax law
that limits the deductibility by the Company of compensation in excess of
$1 million paid to the Company's five most highly compensated executive
officers. The Committee established an annual performance goal for future
payments of annual bonuses and awards of restricted stock units (RSUs) to
the Company's executive officers under existing share-owner-approved plans
in order to preserve the Company's tax deductions for such payments and
awards.
The Company's compensation program for executive officers currently
consists of the following key elements: annual payments of salary and
bonuses; annual grants of stock appreciation rights (SARs); and periodic
grants of RSUs. Each element of the program has a somewhat different
purpose, and all of the Committee's determinations during 1993 (as in prior
years) regarding the appropriate form and level of executive compensation
payments and awards were ultimately judgments based upon the Committee's
ongoing assessment and understanding of the Company and its executive
officers. Salary payments in 1993 were made to compensate ongoing
performance throughout the year, while 1993 bonuses were paid in 1994 based
upon the Committee's judgment regarding the executive officers'
contributions during 1993. SAR and RSU
-----
16
awards are primarily designed to provide strong incentives for superior
long-term future performance and continued retention by the Company. The
exercisability of SARs and the lapse of restrictions on RSUs are therefore
conditioned upon the executive officer's continued employment by the
Company for periods of time specified by the Committee when these awards
are granted. Unexercised SARs and RSUs for which restrictions have not
lapsed are forfeited if the executive officer leaves the Company before
retirement. SARs granted prior to 1993 become exercisable in equal annual
installments over a period of four years from the date of grant. In order
to extend the incentive for longer-term superior efforts, the Committee
provided that SARs granted in 1993 would become exercisable in two
installments, the first half after three years and the other half after
five years from the date of grant.
All SAR and RSU awards are made under the share-owner-approved GE
1990 Long Term Incentive Plan, which limits total annual awards to less
than 1% of issued shares, and are directly linked to the share owners'
interests because the value of the awards will increase or decrease based
upon the future price of the Company's stock. SARs permit the executive
officer to receive an amount of cash, before tax, equal to the difference
between the grant price of the SAR (which is equal to 100% of the closing
price of the Company's common stock on the date of grant) and the highest
closing price of the Company's common stock during a ten-business-day
period, beginning on the third business day following the public release of
the Company's quarterly summary statement of sales and earnings, in which
the SAR is exercised. The Committee awards SARs, instead of stock options,
to the Company's executive officers to provide them with long-term
performance-based cash incentives equivalent to those provided by stock
options, without incurring the risk of frivolous private securities
litigation.
In determining the overall level and form of executive compensation
to be paid or awarded in 1993, the Committee's judgment was primarily based
upon its ongoing assessment of the Company's overall performance - and its
future objectives and challenges - rather than a guideline or formula based
on any particular performance measure in a single year. Some of the
specific factors affecting the Committee's judgment in 1993 included, among
other things: continued increases in the Company's ongoing earnings per
share and productivity in a period of slow growth and intensified
competition; continued improvements in the Company's global competitive
position through a number of strategic transactions, such as the transfer
of the Aerospace business to Martin Marietta and GE Capital's acquisition
of the assets of GPA Group; continued development of productivity and
employee empowerment programs - as discussed in the 1993 Annual Report to
Share Owners - that reduced inventories and improved working capital
turnover and cash flow; and acceleration in the introduction of new
products, such as ultrasound and AC locomotives. The Committee also
considered the compensation practices and performances of other major
corporations, including the companies in the Dow Jones Industrial Average,
which are most likely to compete with the Company for the services of
executive officers. Based upon all factors it deemed relevant, including
those noted above, the Committee considered it appropriate, and in the best
interest of the Company and the share
-----
17
owners, to set the overall level of the Company's salary and bonus payments
and SAR awards above the average of companies in the comparison group,
particularly in light of the Company's superior overall performance, and in
order to enable the Company to continue to attract and retain the highest
level of executive talent possible.
The Committee's decisions concerning the specific 1993 compensation
elements for individual executive officers, including the Chief Executive
Officer, were made within this broad framework and in light of each
executive officer's level of responsibility, performance, current salary,
and prior year bonus and SAR awards. As noted above, in all cases, the
Committee's specific decisions involving 1993 executive officer
compensation were ultimately based upon the Committee's judgment regarding
the individual executive officer's performance and whether each particular
payment or award would provide an appropriate reward and incentive for his
or her contribution to the continuation of the Company's long-term superior
performance as shown on the performance graphs on pages 24 and 25.
* BROAD-BASED EMPLOYEE STOCK OPTION PLAN
In addition to granting 971,000 SARs (nearly 10% of the total number of
SARs and stock options awarded in 1993) to the Company's 23 executive
officers under the programs described above, the Committee also granted
almost 8.8 million stock options (about 90% of the total) to over 10,000
other GE employees under the Company's broad-based stock option program.
This broad-based program was initiated in 1989 and is a vital element of
the Company's drive to empower and motivate outstanding long-term
contributions by the high-performing employees who will lead GE into the
21st century. It is designed to create in the Company the entrepreneurial
environment and spirit of a small company and to provide broad incentives
for the day-to-day achievements of these employees in order to sustain and
enhance GE's long-term performance. The performance of these individuals,
for example, has contributed to the Company's total cost productivity,
which, despite a weak global economy and a significant drop in Aircraft
Engine volume due to industry conditions, has averaged 4% in 1992 and 1993.
Currently, there are more than 15,000 employees below the executive officer
level who have been awarded one or more stock option grants under this
broad-based program.
* BASES FOR CHIEF EXECUTIVE OFFICER COMPENSATION
In 1993, Mr. Welch received total cash payments of $3,950,000 in salary and
bonus (as shown in the Summary Compensation Table on page 20), keeping him
among the highest-paid CEOs in terms of current salary and bonus. The
Committee continued to consider this level of payment appropriate in light
of Mr. Welch's leadership of one of the world's top companies in terms of
earnings, balance sheet, share owner value and management processes.
-----
18
As also shown in the Summary Compensation Table, Mr. Welch was also
granted 200,000 SARs in 1993, half of which become exercisable in 1996, and
half in 1998. These SARs will have no value at all if GE's stock price is
below $96.625 per share, the price of the stock on the date the SARs were
granted. These awards would also be forfeited if Mr. Welch were to leave
the Company for reasons other than retirement before they become
exercisable. The primary basis for the Committee's determination to grant
such long-term contingent awards to Mr. Welch in 1993 was to provide a
strong incentive for him to continue to serve the share owners by remaining
CEO of the Company and to increase the value of the Company during the
remainder of his employment.
The key judgment the Committee made in determining Mr. Welch's 1993
compensation continued to be its assessment of his ability and dedication
to enhance the long-term value of the Company by continuing to provide the
leadership and vision that he has provided throughout his tenure as CEO,
during which GE's market value has increased by more than $75 billion. This
performance is further highlighted on the Thirteen-Year Performance Graph
on page 25, which covers Mr. Welch's tenure as CEO and compares GE's stock
performance with the stock performance of other companies as measured by
broad indices. Thus, Mr. Welch's total compensation was based on both GE's
recent performance, including 1993 increases in revenues, on-going earnings
per share, operating margin, cash flow, productivity, and total return to
share owners and his contributions to the overall long-term strategy and
financial strength of the Company, all as reported in the 1993 Annual
Report to Share Owners.
* COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Management Development and Compensation Committee is comprised of the
following outside directors: Silas S. Cathcart (Chairman), Henry H. Henley,
David C. Jones, Gertrude G. Michelson, and Frank H. T. Rhodes. Mr. Cathcart
was reappointed to the Committee in 1992 and became Chairman in 1993. He
served as a member of the Committee from 1977 to 1987, and as a director of
the Company since 1972, except for the period during 1987 to 1989 when he
served as Chairman and CEO of Kidder, Peabody Group, Inc., a subsidiary of
the Company.
*****
The foregoing report on executive compensation is provided by the following
outside directors, who comprised the Management Development and
Compensation Committee during 1993:
Silas S. Cathcart (Chairman) Gertrude G. Michelson
Henry H. Henley Frank H. T. Rhodes
David C. Jones
-----
19
- ---------------------------------------------------------------------------
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
- ------------------------------------------------------------------------------------------------------
OTHER TOTAL
ANNUAL ANNUAL
NAME AND COMPEN- COMPEN-
PRINCIPAL POSITION YEAR SALARY BONUS SATION/1/ SATION
- ------------------------------------------------------------------------------------------------------
JOHN F. WELCH, JR. 1993 $ 1,750,000 $ 2,200,000 $ 62,767 $ 4,012,767
Chairman of the Board and 1992 1,600,000 1,900,000 - 3,500,000
Chief Executive Officer 1991 1,468,750 1,685,000 - 3,153,750
PAOLO FRESCO 1993 $ 762,500 $ 1,000,000 - $ 1,762,500
Vice Chairman of the Board 1992 653,333 650,000 - 1,303,333
and Executive Officer 1991 488,333 375,000 - 863,333
FRANK P. DOYLE 1993 $ 666,667 $ 625,000 $ 68,815 $ 1,360,482
Executive Vice President 1992 554,167 475,000 - 1,029,167
1991 480,833 365,000 - 845,833
BRIAN H. ROWE 1993 $ 775,000 $ 560,000 - $ 1,335,000
Chairman, 1992 747,917 560,000 - 1,307,917
GE Aircraft Engines 1991 651,667 540,000 - 1,191,667
BENJAMIN W. HEINEMAN, JR. 1993 $ 700,000 $ 565,000 - $ 1,265,000
Senior Vice President, 1992 656,667 500,000 - 1,156,667
General Counsel and Secretary 1991 581,250 450,000 - 1,031,250
- ------------------------------------------------------------------------------------------------------
<FN>
NOTES:
1 This column includes the aggregate incremental cost to the Company
of providing various perquisites and personal benefits, including financial
planning services for Mr. Welch ($26,373 for 1993 services) and Mr. Doyle
($54,676 for 1992 and 1993 services).
2 This column shows the market value of restricted stock unit (RSU)
awards on date of grant. The Committee periodically grants restricted stock
or RSUs to senior officers of the Company, but made no such grants in 1993
to any of the executives listed in this table. However, the aggregate
holdings/value of restricted stock and RSUs from prior years held on
December 31, 1993, by the individuals listed in this table, are: Mr. Welch,
240,000 shares or units/$25,170,000; Mr. Fresco, 69,000 shares or
units/$7,236,375; Mr. Rowe, 34,500 shares or units/$3,618,188; and Mr.
Heineman, 51,000 shares or units/$5,348,625. The restrictions on these
units lapse on a scheduled basis over the executive officer's career, or
upon death, with the restrictions on 25% of the units scheduled to lapse
three and seven years after the date of grant, and the restrictions on the
remaining 50% scheduled to lapse at retirement. Regular quarterly dividends
or dividend equivalents are paid on restricted stock and RSUs held by these
individuals.
3 These amounts represent Company payments of 31/2% of eligible pay
made in connection with the Company's Savings and Security Program.
-----
20
- ---------------------------------------------------------------------------
LONG-TERM
COMPENSATION ALL OTHER COMPENSATION
- ------------------------------------------------------------------------------------------------------------------
PAYMENTS VALUE OF
NUMBER RELATING TO EARNINGS ON SUPPLEMENTAL
RESTRICTED OF STOCK EMPLOYEE DEFERRED LIFE TOTAL ALL
STOCK APPRECIA- SAVINGS COMPEN- INSURANCE OTHER
UNITS /2/ TION RIGHTS PLAN /3/ SATION /4/ PREMIUMS /5/ COMPENSATION
- ------------------------------------------------------------------------------------------------------------------
- 200,000 $ 94,492 $ 67,383 $ 216,404 $ 378,279
$ 7,800,000 150,000 85,461 59,108 75,223 219,792
1,818,750 140,000
- 100,000 $ 26,717 $ 21,052 $ 51,777 $ 288,915/6/
$ 3,510,000 70,000 28,961 18,466 24,541 94,008/6/
- 28,000
- 50,000 $ 31,692 $ 24,924 $ 49,338 $ 105,954
- 65,000 25,761 21,863 4,163 51,787
- 22,000
- 30,000 $ 36,892 $ 10,388 $ 69,284 $ 116,564
- 55,000 35,661 9,112 31,401 76,174
- 30,000
- 40,000 $ 33,242 $ 8,465 $ 54,536 $ 96,243
$ 1,950,000 27,000 30,811 7,426 5,334 43,571
- 25,000
- ------------------------------------------------------------------------------------------------------------------
<FN>
NOTES (CONTINUED):
4 This compensation represents the difference between the 14%
interest credited by the Company on salary deferred by the executive
officers in 1987 and 1991, and market interest rates determined pursuant to
SEC rules. The executive officers must remain employed by the Company for
at least four years following the deferrals in order to obtain the 14%
interest rate.
5 This column sets forth the maximum potential estimated dollar
value of the Company's portion of insurance premium payments for
supplemental life insurance. GE will recover all premiums paid by it,
generally upon the latter of ten years after purchase of the policy or when
the insured executive reaches age 60. The maximum potential value is
calculated, in line with current SEC directions, as if the 1993 premiums
were advanced to the executive officers without interest until the time the
Company expects to recover the premium, as contrasted to the increase in
policy cash value calculation used last year. Under the terms of the
policies, the executive officers would receive significantly reduced value
from the premiums paid by the Company if they were to leave the Company
prior to retirement.
6 These figures include amounts which represent customary payments
made to employees who are temporarily located outside their home country.
The net payments to Mr. Fresco amounted to $22,040 in 1992 and $189,369 in
1993.
-----
21
- ---------------------------------------------------------------------------
STOCK APPRECIATION RIGHTS AND STOCK OPTIONS
As discussed in the Compensation Committee Report on pages 16 to 19, stock
appreciation rights (SARs) and stock options are granted as an incentive
for superior performance leading to increased share owner value. The
relationship between the potential gains in share owner value and the SARs
and stock options granted to employees in 1993 is illustrated in the
examples set forth in the first table on the opposite page.
That table shows, among other data, hypothetical potential gains from
SARs and stock options granted in 1993, and the corresponding potential
gains in total share owner value. These hypothetical gains are based
entirely on assumed annual growth rates of 5% and 10% in the value of the
Company's stock price over the ten-year life of the SARs and stock options
granted in 1993 (which would equal a total increase in stock price of 63%
and 159%, respectively). These assumed rates of growth were selected by the
Securities and Exchange Commission for illustration purposes only, and are
not intended to predict future stock prices, which will depend upon market
conditions and the Company's future performance and prospects. The SARs
granted to Mr. Welch in 1993, for example, would produce the pre-tax gain
of $30,726,000 shown in the table only if the Company's stock price rises
to over $250 per share before Mr. Welch exercises the SARs. Based on the
number of shares outstanding at the end of 1993, such an increase in the
Company's stock price would produce a corresponding aggregate pre-tax gain
of over $131,000,000,000 for the Company's share owners. In other words,
Mr. Welch's potential gain from SARs granted in 1993 would equal about two-
hundredths of one percent (i.e., 0.023%) of the potential gain to all share
owners resulting from the assumed future stock price increases.
The tables on the opposite page also provide information on SARs
granted to or exercised by the five most highly compensated executive
officers during 1993, as well as information on their SAR holdings at the
end of 1993. SARs expire ten years after the date of grant, and are
generally exercisable during quarterly ten-business-day periods beginning
on the third business day following the public release of the Company's
quarterly summary statement of sales and earnings. The Committee has the
authority to create additional exercise periods for SARs, and did so in
1993 in order to allow additional tax-planning flexibility by permitting
exercisable SARs to be exercised during an additional six-business-day
period at the end of December.
As shown in the second table, Mr. Welch received an actual pre-tax
gain of $2,894,375 from SARs exercised in 1993. This entire gain was based
upon increases in GE's stock price between the date of grant and the date
of exercise of these SARs.
-----
22
- ---------------------------------------------------------------------------
STOCK APPRECIATION RIGHTS AND
STOCK OPTIONS GRANTED IN 1993
POTENTIAL REALIZABLE VALUE
AT ASSUMED ANNUAL RATES OF
STOCK PRICE APPRECIATION
INDIVIDUAL GRANTS FOR TEN-YEAR GRANT TERM
- -----------------------------------------------------------------------------------------------------------------------------
% OF TOTAL
NUMBER OPTIONS/ EXERCISE AT 0% AT 5% AT 10%
OF OPTIONS/ SARS GRANT- OR BASE EXPIRA- ANNUAL ANNUAL ANNUAL
NAME OF SARS ED TO ALL PRICE PER TION GROWTH GROWTH GROWTH
EXECUTIVE/GROUP GRANTED EMPLOYEES SHARE DATE RATE RATE RATE
- -----------------------------------------------------------------------------------------------------------------------------
JOHN F. WELCH, JR. 200,000 2.0% $ 96.625 9/10/03 0 $12,174,000 $30,726,000
PAOLO FRESCO 100,000 1.0% $ 96.625 9/10/03 0 $ 6,087,000 $15,363,000
FRANK P. DOYLE 50,000 0.5% $ 96.625 9/10/03 0 $ 3,043,500 $ 7,681,500
BRIAN H. ROWE 30,000 0.3% $ 96.625 9/10/03 0 $ 1,826,100 $ 4,608,900
BENJAMIN W. HEINEMAN, JR. 30,000 0.3% $ 96.625 9/10/03 0 $ 1,826,100 $ 4,608,900
10,000 0.1% $ 92.500 4/27/03 0 $ 582,800 $ 1,470,800
- -------------------------
ALL SHARE OWNERS NA NA NA NA 0 $51,961,755,850/2/ $ 131,146,452,300 /2/
ALL OPTIONEES 9,861,550 100% $92.32 (1) 0 $ 573,547,748 $ 1,447,576,925
- % OF TOTAL SHARE NA NA NA NA NA 1.1% 1.1%
OWNERS' VALUE
- -----------------------------------------------------------------------------------------------------------------------------
<FN>
1 Options expire on various dates during the year 2003. Exercise price shown is an average of all grants.
2 Based on the number of shares outstanding at December 31, 1993.
- ---------------------------------------------------------------------------
AGGREGATED STOCK APPRECIATION RIGHTS EXERCISED
IN 1993 AND DECEMBER 31, 1993, SAR VALUE
EXERCISED IN 1993 UNEXERCISED AT DECEMBER 31, 1993
- ---------------------------------------------------------------------------------------------------------------
NUMBER OF SARS VALUE OF SARS /1/
-------------------------- --------------------------------
Name of Number $ Value Unexer- Unexer-
Executive of SARs Realized Exercisable cisable Exercisable cisable
- ---------------------------------------------------------------------------------------------------------------
John F. Welch, Jr. 55,000 $ 2,894,375 407,500 407,500 $ 19,468,438 $ 8,380,938
Paolo Fresco - - 68,750 172,250 $ 2,735,687 $ 2,954,563
Frank P. Doyle - - 73,250 107,750 $ 2,911,938 $ 2,128,562
Brian H. Rowe 34,000 $ 1,949,375 82,500 87,500 $ 3,348,125 $ 2,091,875
Benjamin W. Heineman, Jr. - - 96,000 76,000 $ 4,527,594 $ 1,609,906
- ---------------------------------------------------------------------------------------------------------------
<FN>
1 These values are based upon the difference between the grant prices of all SARs awarded in 1993 and
prior years and the December 31, 1993, closing price for the Company's stock of $104.875 per share.
-----
23
- ---------------------------------------------------------------------------
FIVE-YEAR PERFORMANCE GRAPH: 1988 - 1993
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG
GE, S&P 500, DOW JONES INDUSTRIAL AVERAGE (DJIA) AND
S&P ELECTRICAL EQUIPMENT GROUP
The annual changes for the five- and thirteen-year periods shown in the
graphs on this and the facing page are based on the assumption that $100
had been invested in GE stock and each index on December 31st of 1988 (as
required by SEC rules) and 1980, respectively, and that all quarterly
dividends were reinvested at the average of the closing stock prices at the
beginning and end of the quarter. The total cumulative dollar returns shown
on the graphs represent the value that such investments would have had on
December 31, 1993.
- ------------------------------------------------------------------------
S&P
GE Elec. DJIA S&P 500
--- ----- ---- -------
1988 $100 $100 $100 $100
1989 150 141 132 132
1990 137 130 132 128
1991 188 172 164 167
1992 216 188 176 179
1993 273 227 206 197
-----
24
- ---------------------------------------------------------------------------
THIRTEEN-YEAR PERFORMANCE GRAPH: 1980 - 1993
COMPARISON OF THIRTEEN-YEAR CUMULATIVE TOTAL RETURN AMONG
GE, S&P 500, DOW JONES INDUSTRIAL AVERAGE (DJIA) AND
S&P ELECTRICAL EQUIPMENT GROUP
- ---------------------------------------------------------------------------
The graph below shows the cumulative total return to GE share owners since
December 31, 1980, shortly before Mr. Welch became GE's Chairman and Chief
Executive Officer in April 1981, compared with the same indices shown on
the previous graph, thus illustrating the relative performance of the
Company during his tenure in that position.
S&P
GE Elec. DJIA S&P 500
--- ----- ---- -------
1980 $100 $100 $100 $100
1981 99 114 96 95
1982 171 151 123 116
1983 219 163 155 162
1984 220 166 156 151
1985 293 217 209 198
1986 357 233 266 235
1987 375 252 280 268
1988 394 255 326 289
1989 587 359 432 380
1990 538 329 429 368
1991 739 438 534 480
1992 851 479 573 517
1993 1,073 578 670 569
-----
25
- ---------------------------------------------------------------------------
RETIREMENT BENEFITS
Employees are generally eligible to retire with unreduced benefits under
Company retirement plans at age 60 or later. The approximate annual
retirement benefits provided under Company retirement plans and Social
Security for GE employees in higher salary classifications retiring
directly from the Company at age 62 or later are shown in the table below.
- -----------------------------------------------------------------------------------------------------
ESTIMATED TOTAL ANNUAL RETIREMENT BENEFITS UNDER THE GE PENSION PLAN, THE GE
SUPPLEMENTARY PENSION PLAN, THE GE EXCESS BENEFIT PLAN AND SOCIAL SECURITY
YEARS OF SERVICE AT RETIREMENT
EARNINGS CREDITED FOR ---------------------------------------------------------------------------
RETIREMENT BENEFITS 20 25 30 35 40
- -----------------------------------------------------------------------------------------------------
$250,000 $ 95,291 $116,387 $137,483 $150,000 $150,000
500,000 182,791 225,762 268,733 300,000 300,000
750,000 270,291 335,137 399,983 450,000 450,000
1,000,000 357,791 444,512 531,233 600,000 600,000
1,500,000 532,791 663,262 793,733 900,000 900,000
2,000,000 707,791 882,012 1,056,233 1,200,000 1,200,000
2,500,000 882,791 1,100,762 1,318,733 1,500,000 1,500,000
3,000,000 1,057,791 1,319,512 1,581,233 1,800,000 1,800,000
3,500,000 1,232,791 1,538,262 1,843,733 2,100,000 2,100,000
4,000,000 1,407,791 1,757,012 2,106,233 2,400,000 2,400,000
- -----------------------------------------------------------------------------------------------------
Amounts shown as "earnings credited for retirement benefits" in this
table represent the average annual covered compensation (as defined in the
GE Supplementary Pension Plan) paid for the highest 36 consecutive months
out of the last 120 months prior to retirement. For 1993, covered
compensation for the executive officers named in the table on page 20 is
the same as the total of their salary and bonus amounts shown in that
table. As of February 1, 1994, those executive officers had the following
years of credited service with GE: Mr. Welch, 33 years; Mr. Fresco, 32
years; Mr. Doyle, 31 years; Mr. Rowe, 37 years; and Mr. Heineman, 6 years.
The approximate annual retirement benefits provided under Company
retirement plans are payable in the form of a straight-life annuity, with a
guaranteed minimum term of five years.
-----
26
- ---------------------------------------------------------------------------
APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick have been recommended by the Audit Committee of the Board
for reappointment as the Independent Auditors for the Company. KPMG Peat
Marwick were the Independent Auditors for the Company for the year ended
December 31, 1993. The Firm is a member of the SEC Practice Section of the
American Institute of Certified Public Accountants. Subject to share owner
approval, the Board of Directors has appointed this Firm as the Company's
Independent Auditors for the year 1994.
Representatives of the Firm are expected to attend the 1994 Annual
Meeting. They will have an opportunity to make a statement if they desire
to do so and will be available to respond to appropriate share owner
questions.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
Resolved that the appointment by the Board of Directors of the Firm of KPMG
Peat Marwick, Stamford Square, Stamford, Connecticut, as Independent
Auditors for the Company for the year 1994 is hereby approved.
- ---------------------------------------------------------------------------
PROPOSED 2-FOR-1 STOCK SPLIT AND INCREASE IN
NUMBER OF AUTHORIZED SHARES
The Board of Directors proposes that the share owners authorize the
amending of the Company's Certificate of Incorporation to increase the
number of authorized shares of common stock from 1,100,000,000 shares with
a par value of $0.63 per share to 2,200,000,000 shares with a par value of
$0.32 per share, and thereby effectuate a 2-for-1 split of the issued and
unissued shares of the Company's common stock, including shares held by the
Company or its affiliates as Treasury stock.
As of February 6, 1994, there were 926,563,918 shares of issued
common stock, of which 72,944,404 were Treasury shares. None of the
authorized shares of Company preferred stock has been issued. Neither the
common stock nor the preferred stock provide preemptive rights to purchase
newly issued shares.
The Board believes that the proposed 2-for-1 split in the issued
common stock would result in a market price that should be more attractive
to a broader spectrum of investors and therefore should benefit both the
Company and its share owners. The Company does not wish to have the stock
split result in the creation of shares with a par value which includes a
fraction of a cent (i.e., $0.315). To avoid this, it is proposed that the
par value be $0.32 per share. The Company will transfer approximately
$4,632,820 from other capital (which is part of the surplus account) to its
stated capital account to cover the aggregate increase in the par value of
the issued stock. Otherwise, the stock split will not
-----
27
result in a change in the stated capital or surplus accounts of the
Company.
The increase in the authorized common shares will not affect the
present ratio of authorized but unissued stock to issued stock, thus
maintaining the same relative degree of flexibility for the Company in
meeting future stock needs. Based on figures as of February 6, 1994, of the
2,200,000,000 common shares which would be authorized, 1,853,127,836 shares
would be required to effectuate the 2-for-1 split of the issued shares. In
addition, as a result of the stock split, the number of shares issuable
under certain benefit and compensation programs and the dividend
reinvestment plans will also be adjusted accordingly.
No other uses of the remaining shares are planned at the present
time. Such shares could be used for general corporate purposes, including
future financings or acquisitions. Unless deemed advisable by the Board, no
further share owner authorization would be sought for the issuance of such
shares.
The stock split would be accomplished by mailing to each share owner
of record, as of the close of business on the effective date of the split,
certificates representing one additional share of common stock for each
present share of common stock held by the share owner on that date.
PRESENT CERTIFICATES WILL CONTINUE TO REPRESENT THE NUMBER OF SHARES
EVIDENCED THEREBY. PRESENT CERTIFICATES WILL NOT BE EXCHANGED FOR NEW
CERTIFICATES. CERTIFICATES SHOULD NOT BE RETURNED TO THE COMPANY OR TO ITS
TRANSFER AGENT.
If the proposed amendment is approved by the share owners, the
Company will apply to the New York and Boston Stock Exchanges, as well as
various foreign exchanges, upon which the Company's common stock is listed
for the continued listing of the stock on a split basis. The split will
become effective on the date on which the amendment to the Company's
Certificate of Incorporation is accepted for filing by the Secretary of
State of New York. This date is presently expected to be April 28, 1994.
Share owners of record at the close of business on that date will be
entitled to receive one additional share for each share then held. The
Company further expects to mail the certificates for the additional shares
on or about May 13, 1994, or as soon thereafter as possible.
The Company has been advised by its Tax Counsel that, under U.S.
federal income tax laws: the receipt of additional shares of common stock
in the stock split will not constitute taxable income to the share owners;
the cost or other tax basis to a share owner of each old share held
immediately prior to the split will be divided equally between the
corresponding two shares held immediately after the split; and the holding
period for each of the two shares will include the period for which the
corresponding old share was held. The laws of jurisdictions other than the
United States may impose income taxes on the receipt by a share owner of
additional shares of common stock resulting from the split; share owners
are urged to consult their tax advisors.
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28
Assuming transactions of an equivalent dollar amount, brokerage
commissions on purchases and sales of the common stock after the split and
transfer taxes, if any, may be somewhat higher than before the split,
depending on the specific number of shares involved.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE FOLLOWING PROPOSAL:
Resolved that the Company's Certificate of Incorporation, as heretofore
amended, is hereby authorized to be further amended by: Amending Section
3.A thereof to read in its entirety as follows:
"A. General Authorization
The aggregate number of shares which the corporation is authorized to
issue is 2,250,000,000 shares, consisting of: (1) 2,200,000,000
shares of common stock having a par value of $0.32 per share; and (2)
50,000,000 shares of preferred stock having a par value of $1 per
share."; and
providing that the shares of the Company's common stock, par value $0.63
per share, both issued and unissued, be split on a two-for-one basis as of
the effective date of the aforesaid amendment of Section 3.A, but so that
the par value of the split shares is $0.32 per share.
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29
- ---------------------------------------------------------------------------
SHARE OWNER PROPOSALS
Some of the following share owner proposals contain assertions about GE
which, in the judgment of the Board, are incorrect. Rather than refuting
all these inaccuracies, however, your Board has recommended a vote against
these proposals for broader policy reasons as set forth following each
proposal. Share holdings of the various share owner proponents and, where
applicable, names and addresses of filers and co-filers, will be supplied
upon oral or written request to GE.
* SHARE OWNER PROPOSAL NO. 1
Evelyn Y. Davis, Watergate Office Building, 2600 Virginia Avenue N.W.,
Suite 215, Washington, D.C. 20037, has notified GE that she intends to
present the following proposal at this year's meeting:
"Resolved: That the stockholders of General Electric assembled in
Annual Meeting in person and by proxy, hereby recommend that the
Corporation affirm its political non-partisanship. To this end the
following practices are to be avoided:
(a) The handing of contribution cards of a single political party to
an employee by a supervisor.
(b) Requesting an employee to send a political contribution to an
individual in the Corporation for a subsequent delivery as part of a
group of contributions to a political party or fund raising
committee.
(c) Requesting an employee to issue personal checks blank as to payee
for subsequent forwarding to a political party, committee or
candidate.
(d) Using supervisory meetings to announce that contribution cards of
one party are available and that anyone desiring cards of a different
party will be supplied one on request to his supervisor.
(e) Placing a preponderance of contribution cards of one party at
mail station locations.
Reasons: "The Corporation must deal with a great number of
governmental units, commissions and agencies. It should maintain scrupulous
political neutrality to avoid embarrassing entanglements detrimental to its
business. Above all, it must avoid the appearance of coercion in
encouraging its employees to make political contributions against their
personal inclinations. The Troy (Ohio) News has condemned partisan
solicitation for political purposes by managers in a local company (not
GE).
"Last year, the owners of 36,251,144 shares, representing
approximately 5.9% of shares voting, voted FOR this proposal.
"If you agree, please mark your proxy FOR this resolution."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
GE is firmly committed to the right of its employees, as individual
citizens, to
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30
participate or refrain from participation in the political process as they
see fit, regardless of party affiliation or political persuasion. Also,
like all corporations, GE is subject to laws and regulations controlling
the financing of political election campaigns, and is committed to full
compliance with those laws and regulations. Accordingly, the Board believes
it would serve no purpose for the Company to adopt the proposed resolution.
Therefore, your Board recommends a vote against the proposal.
* SHARE OWNER PROPOSAL NO. 2
GE Stockholders' Alliance, P.O. Box 22753, St. Petersburg, FL 33742-2753,
and other filers have notified GE that they intend to present the following
proposal at this year's meeting:
"Whereas national security needs call for a down-sizing of military
activity and stockpiling;
"Whereas the enormous federal deficit (caused in great part by
excessive military spending) requires substantial cut-backs in military
spending. Growing state and local budget deficits (caused by federal cuts
in aid to the states) reflect non-productive military expenditures;
"Whereas export of military equipment must be curtailed;
"Whereas the decaying infrastructure (highways, railroads, bridges,
water & gas pipelines, and water purification systems), resulting from cuts
in federal allocations (because of military spending), is threatening
public welfare;
"Whereas domestic and social programs sustained continual federal
cuts (in favor of military expenditures) causing decline in health care,
education, job training and affordable housing, contributing to loss of
morale and increases in drug and crime problems;
"Whereas many communities and state governments are establishing
commissions to study and plan for the orderly conversion of closing
military bases and de-funded military manufacturing facilities to provide
productive employment in socially useful, environmentally sustainable
occupations;
"Whereas many GE employees are being laid off because of reduced
military contracts; and
"Whereas GE is the 3rd largest weapons contractor and therefore has
already been and will be highly affected by future military cuts:
"Therefore be it resolved that the stockholders request management to
establish a policy such that economic conversion be part of the business
plans for each plant site with a military contract."
Supporting Statement: "Human experience demonstrates ultimate
national security is based on a just and healthy economy, not military
strength. There is a clear correlation between the economic and social
decay in our country and excessive military expenditures.
"Since there is no adversary on the horizon against which further
escalation of military equipment could be considered necessary, there is an
urgent and
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31
immediate need to plan useful employment of workers presently in those
military industries, as those contracts expire.
"Westinghouse and other top military contractors are involved in
conversion planning. There is much that GE could and should do to create an
orderly economic conversion. The resolution proponents recommend that the
policy include:
(1) a mandatory alternate-use planning committee at each GE plant
site with a military contract;
(2) the committee work cooperatively with unions or labor
representatives at each GE plant site;
(3) a working relationship with community and/or state agencies
specializing in conversion planning at each GE plant site with a
military contract; and
(4) a plan such that the Company influence federal policy to provide
incentives for corporate conversion.
"By taking leadership in economic conversion, GE would become the
catalyst for halting the deepening recession. GE can be #1 in creating
vital local economies by utilizing highly trained professionals and
employees in retraining programs for useful, environmentally sustainable
consumer products for GE's markets at home and worldwide."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
GE's business strategy is to be a competitive leader in each of the
markets it chooses to serve. The mix of GE businesses and the allocation of
resources among them is constantly changing, driven by corporate strategy
and shifting market demands.
In April 1993, for example, GE and Martin Marietta Corporation
completed a transaction in which GE's aerospace and defense electronics
businesses were transferred to Martin Marietta. This business decision to
substantially reduce GE's involvement in the defense industry was based on
the conditions in that industry, which continues to undergo a necessary
consolidation due, in large part, to governmental decisions to reduce
defense procurement.
Similarly, the future use of facilities taken out of service by any
GE business must be addressed on a case-by-case basis within the existing
business climate.
Because operating managers in all of GE's businesses are already
responsible for planning for the contingency of changing conditions,
including declining demand in the markets they serve, your Board recommends
a vote against the proposal.
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32
* SHARE OWNER PROPOSAL NO. 3
John V. Surr, 8217 Lilly Stone Drive, Bethesda, MD 20817-4505, has notified
GE that he intends to submit the following proposal at this year's
meeting:
"Whereas GE owns NBC, and is responsible for its programs;
"Whereas NBC has developed 'Program Standards guidelines' to
'reflect an appreciation of fundamental elements of taste and
propriety ...';
"Whereas those guidelines do not include some standards that are
needed for the healthy development of children in NBC's audience, and the
guidelines are not fully implemented in NBC's television programs, which
often appear to condone illegal violent conduct and exaggerate the amount
and severity of illegal violence in life;
"Whereas illegal violence in America has increased substantially
since the advent of television, and television viewing has been shown by
over 3,000 research studies to be one of the most significant indirect
causes of violence;
"Whereas watching television, with its excesses of illegal violence,
is known to increase aggressiveness and reduce compassion in viewers,
especially children;
"Whereas over a quarter of prisoners convicted of violent crimes
consciously imitated an illegal violent act they saw on television;
"Whereas draconian Federal regulations on violence and other
programming issues are likely in the absence of effective broadcast
industry initiatives;
"Whereas NBC's continued unwillingness to implement fully its Program
Standards and its unwillingness to limit significantly the dramatizations
of illegal violent acts are likely to affect adversely its public image and
profitability; and
"Whereas General Electric has a responsibility to lead broadcasters
toward less violent, more pro-social programming;
"Therefore be it resolved that the shareholders request the Board of
Directors to review and report back to shareholders about NBC's Program
Standards and their implementation from the perspective of GE's social
responsibility to the public, in the light of what is known from research
about the effects of violence and other television programming features on
its viewing audience, especially young children."
Supporting Statement: "Are you concerned about the rising tide of
violence in our communities? Are you concerned about the sleaze and the
callousness that seem to be taking over American culture? Now you can do
something positive about them.
"Over 3,000 research studies, including two by U.S. Surgeons-General,
show that current broadcast television programming is a hazard to our
nation's health. General Electric owns NBC, and therefore can lead others
to improve the quality of programming shown on broadcast television. NBC
has adopted positive-sounding Program Standards, but they are not
effectively implemented. Violence happens far too often on NBC's airwaves,
sometimes complete with graphic demonstrations of how to commit our most
heinous crimes and
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33
get away with them. Violence, irresponsible sex, and other eye-catching but
unconscionable sleaze parade daily on NBC before us and our young children
who learn about life from television.
"GE's Directors must 'bring good things to life' by taking a fresh
look at what NBC actually broadcasts, and by asking themselves, 'Do I want
my children and grandchildren to be guided by what I'm seeing?' By your
vote for this resolution, you can help to bring that about."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
NBC serves a vast national audience which has a great diversity of
backgrounds, customs and tastes.
NBC's goal is to present programming that reflects this broad
audience diversity and is consistent with NBC's standards for quality,
integrity and entertainment value. NBC has a well-staffed Broadcast &
Standards Department which sets and enforces standards and practices which
ensure that excessive or gratuitous violence are not in NBC programs. One
of the daily functions of the Department is to review every entertainment
program and every commercial before they air to ensure they are consistent
with NBC's programming standards and policies.
In addition to internal program standards, NBC is a full participant
in several industry initiatives aimed at addressing the issue of violence
in programming.
Because NBC's program standards review is intense and ongoing, the
Board recommends a vote against this proposal.
* SHARE OWNER PROPOSAL NO. 4
The Missionary Oblates of Mary Immaculate, 159 Moore Street, Lowell, MA
01852, and other filers have notified GE that they intend to submit the
following proposal at this year's meeting:
"Whereas we believe:
"The responsible implementation of sound environmental policy
increases long-term shareholder value by increasing efficiency, decreasing
clean-up costs, reducing litigation, and enhancing public image and product
attractiveness;
"Adherence to public standards for environmental performance gives a
company greater public credibility than is achieved by following standards
created by industry alone. In order to maximize public credibility and
usefulness, such standards also need to reflect what investors and other
stakeholders want to know about the environmental records of their
companies;
"Standardized environmental reports will provide shareholders with
useful information which allows comparisons of performance against uniform
standards and comparisons of progress over time. Companies can also attract
new capital from investors seeking investments that are environmentally
responsible, responsive, progressive, and which minimize the risk of
environmental liability.
-----
34
"And whereas:
"The Coalition for Environmentally Responsible Economies (CERES) -
which comprises large institutional investors with $150 billion in
stockholdings (including shareholders of this Company), public interest
representatives, and environmental experts - consulted with dozens of
corporations and produced comprehensive public standards for both
environmental performance and reporting. Over 50 companies have endorsed
the CERES Principles - including the Sun Company, a Fortune 500 company -
to demonstrate their commitment to public environmental accountability.
"In endorsing the CERES Principles, a company commits to work toward:
1. Protection of the biosphere 6. Safe products and services
2. Sustainable use of natural resources 7. Environmental restoration
3. Waste reduction and disposal 8. Informing the public
4. Energy conservation 9. Management commitment
5. Risk reduction 10. Audits and reports
"The full text of the CERES Principles and the accompanying CERES
Report Form are available from CERES, 711 Atlantic Avenue, Boston, MA
02110, telephone: (617) 451-0927.
"Concerned investors are asking the Company to be publicly
accountable for its environmental impact, including collaboration with this
corporate, environmental, investor, and community coalition to develop (a)
standards for environmental performance and disclosure; (b) appropriate
goals relative to these standards; (c) evaluation methods and tools for
measurement of progress toward these goals; and (d) a format for public
reporting of this progress.
"We believe this request is consistent with regulation adopted by the
European Community for companies' voluntary participation in verified and
publicly-reported eco-management and auditing.
"Resolved: Shareholders request the Company to endorse the CERES
Principles as a commitment to be publicly accountable for its environmental
impact.
"Supporting Statement: "We invite the Company to endorse the CERES
Principles by (1) stating its endorsement in a letter signed by a senior
officer; (2) committing to implement the Principles; and (3) annually
completing the CERES Report. Endorsing these Principles complements rather
than supplants internal corporate environmental policies and procedures.
"We believe that without this public scrutiny, corporate
environmental policies and reports lack the critical component of adherence
to standards set not only by management but also by other stakeholders.
Shareholders are asked to support this resolution, to encourage our Company
to demonstrate environmental leadership and accountability for its
environmental impact."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
GE has undertaken substantial efforts to remediate past waste, to comply
with
-----
35
current standards of environmental protection and to prevent future
environmental harm.
Moreover, environmental regulation is pervasive and extensive. GE is
accountable to many units and levels of government, both in the United
States and in other nations, for sound environmental practices.
Under these circumstances - a substantial Company program and the
requirement to comply with extensive regulation from localities, states,
the federal government and other nations - your Board does not believe that
adoption of another set of principles, however well-intentioned, would help
the Company better fulfill its commitment and obligation to protect the
environment. Therefore, your Board recommends a vote against this proposal.
-----
36
- ---------------------------------------------------------------------------
OTHER MATTERS
* SHARE OWNER PROPOSALS FOR 1995
Under the rules of the Securities and Exchange Commission, share owner
proposals submitted for next year's Proxy Statement must be received by GE
no later than the close of business on November 8, 1994, to be considered.
Proposals should be addressed to Benjamin W. Heineman, Jr., Secretary,
General Electric Company, Fairfield, Conn. 06431.
* Voting Securities
Share owners of record at the close of business on March 8, 1994, will be
eligible to vote at the meeting. The voting securities of GE consist of its
$0.63 par value common stock, of which 853,619,514 shares were outstanding
on February 6, 1994. Each share outstanding on the record date will be
entitled to one vote. Treasury shares are not voted.
Individual votes of share owners are kept private, except as
appropriate to meet legal requirements. Access to proxies and other
individual share owner voting records is limited to the Independent
Inspectors of Election (The Corporation Trust Company) and certain
employees of GE and its agents who must acknowledge in writing their
responsibility to comply with this policy of confidentiality.
* VOTE REQUIRED FOR APPROVAL
The 15 nominees for director receiving a plurality of the votes cast at the
meeting in person or by proxy shall be elected. A favorable vote of a
majority of the outstanding shares entitled to vote is required for
approval of the 2-for-1 stock split and increase in number of authorized
shares. All other matters require for approval the favorable vote of a
majority of shares voted at the meeting in person or by proxy. Under New
York law, abstentions and broker non-votes, if applicable, will have the
effect of a negative vote on the proposed 2-for-1 stock split and increase
in number of authorized shares since approval of that proposal requires a
favorable vote of a majority of the outstanding shares entitled to vote.
Abstentions and broker non-votes will not be treated as votes cast and,
therefore, will have no effect on the outcome of the other matters to be
voted on at the meeting.
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37
* MANNER FOR VOTING PROXIES
The shares represented by all valid proxies received will be voted in the
manner specified on the proxies. Where specific choices are not indicated,
the shares represented by all valid proxies received will be voted: (1) for
the nominees for director named earlier in this Proxy Statement; (2) for
approval of the appointment of Independent Auditors; (3) for approval of
the 2-for-1 stock split and increase in number of authorized shares; and
(4) against the share owner proposals described in this Proxy Statement.
Should any matter not described above be acted upon at the meeting,
the persons named in the proxy form will vote in accordance with their
judgment. Except for omitted share owner proposals, the Board knows of no
other matters which may be presented to the meeting.
* SOLICITATION OF PROXIES
Proxies will be solicited on behalf of the Board of Directors by mail,
telephone, telegraph or in person, and solicitation costs will be paid by
GE. Copies of proxy material and of the Annual Report for 1993 will be
supplied to brokers, dealers, banks and voting trustees, or their nominees,
for the purpose of soliciting proxies from beneficial owners, and GE will
reimburse such record holders for their reasonable expenses. Morrow & Co.
has been retained to assist in soliciting proxies at a fee of $17,000, plus
distribution costs and other costs and expenses.
March 8, 1994
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38
- ------------------------------------------------------------------------
1994 ANNUAL MEETING OF SHARE OWNERS
10:00 A.M., EDT, APRIL 27, 1994
THE GOVERNOR W. KERR SCOTT BUILDING
NORTH CAROLINA STATE FAIR
1025 BLUE RIDGE BOULEVARD
RALEIGH, NORTH CAROLINA
CUT OFF AT DOTTED LINE
-.-.-.-.-.-.-.-.-.-.-.-.--.-.-.-.-.-.-.-.-.-.-.-.--.-.-.-.-.-.--.-.-.-.-
.-
ADVANCE REGISTRATION FORM
Send your completed and signed proxy form in the enclosed envelope.
Include this Advance Registration Form in the envelope if you plan to
attend or send a representative to the Annual Meeting.
Attendance at the Annual Meeting is limited to GE share owners, members
of their immediate family or their named representative. We reserve the
right to limit the number of guests or representatives who may attend
the meeting.
(PLEASE PRINT)
Share Owner's
Name -------------------------------------------------------------------
Address ----------------------------------------------------------------
- ------------------------------------------------------------------------
- ---------------------------------------------------- Zip ---------------
Name(s) of
Family Member(s)
Who Will Also Attend ---------------------------------------------------
I am a GE Share Owner. My Representative at the Annual Meeting Will be:
- ------------------------------------------------------------------------
(Admission card will be returned c/o the share owner's address)
- ------------------------------------------------------------------------
Share Owner's Signature
PROXY SOLICITED ON BEHALF OF BOARD OF DIRECTORS FOR THE ANNUAL
MEETING OF SHARE OWNERS, APRIL 27, 1994.
The share owner(s) whose signature(s) appear(s) on the reverse
side of this Proxy Form hereby appoint(s) John F. Welch, Jr.,
Gertrude G. Michelson and Benjamin W. Heineman, Jr., or any of
them, each with full power of substitution, as proxies, to
vote all stock in General Electric Company which the share
owner(s) would be entitled to vote on all matters which may
come before the 1994 Annual Meeting of Share Owners and any
adjournments thereof.
Returned proxy forms will be voted: (1) as specified on the
matters listed on the reverse side of this form; (2) in
accordance with the Directors' recommendations where a choice
is not specified; and (3) in accordance with the judgment of
the proxies on any other matters that properly come before the
meeting.
The nominees for Director are H. Brewster Atwater, Jr., D.
Wayne Calloway, Silas S. Cathcart, Lawrence E. Fouraker, Paolo
Fresco, Claudio X. Gonzalez, Henry H. Henley, Jr., David C.
Jones, Robert E. Mercer, Gertrude G. Michelson, Barbara Scott
Prieskel, Frank H. T. Rhodes, Andrew C. Sigler, Douglas A.
Warner III, and John F. Welch, Jr.
Your shares will not be voted unless your signed Proxy Form is
returned or you otherwise vote at the meeting.
Please mark your vote and sign on the reverse side and
return promptly to: Inspectors of Election, Post Office
Box 9110, Farmingdale, NY 11735-9541.
The Board of Directors recommends a vote FOR the proposals
regarding:
(A) ELECTION OF DIRECTORS
(INSTRUCTIONS: To withhold
authority to vote for any
individual nominee, write
that nominee's name in the
space provided below.)
FOR WITHHOLD
all nominees listed on the / / Authority to vote for all / /
reverse side (except as nominees on the reverse side
marked to the contrary to
the right)
FOR AGAINST ABSTAIN FOR AGAINST ABSTAIN
--- ------- ------- --- ------- -------
(B) KPMG Peat Marwick as (C) Proposed 2-for-1 Stock Split
Independent Auditors / / / / / / and Increase in Number of / / / / / /
Authorized Shares
The Board of Directors recommends a vote AGAINST the share
owner proposal regarding:
(1) Political Contributions / / / / / /
(2) Economic Conversion / / / / / /
(3) NBC Program Standards / / / / / /
(4) The CERES Principles / / / / / /
If you wish to include any comments, please mark this box and
then write your comments on the reverse side of this form.
/ /
SIGNATURE ------------------------------ DATE ------- Please sign as registered.
Executors, trustees and others
SIGNATURE ------------------------------ DATE ------- signing in a representative capacity
should include their names and the
capacity in which they sign.
General Electric Company
3135 Easton Turnpike,
Fairfield, CT 06431
April 7, 1994
Dear Share Owner:
We have not, as yet, received your proxy for GE's Annual Meeting of
Share Owners to be held on April 27.
I sincerely believe that as a share owner you will want to have your
shares represented and voted the way you wish at the meeting.
Accordingly, we are enclosing a duplicate proxy statement and proxy
form. If you've just recently mailed back your original proxy, you
needn't send another. If, however, that is not the case, please
complete, sign and mail this form as soon as possible. By doing so,
you can be sure your shares will be represented at the meeting
whether or not you plan to attend.
Cordially,
s/John F. Welch, Jr.
Chairman of the Board
Differences between the Proxy Materials
Proposed for Circulation
and the Materials in Electronic Format
A. PROXY STATEMENT
All headings in the Proxy Statement are in boldface large and small caps
and are represented in the EDGAR document by all caps.
The cover pages of the circulated document, the table of contents and the
pages of the form of proxy and reminder letter are not numbered.
Page 1 is the front cover of the Proxy Statement. The blank space above
the line on that cover contains a General Electric monogram. The words
"Notice of 1994 Annual Meeting and Proxy Statement" are in boldface upper
and lower case and the word "and" is italicized.
On the table of contents (page 2) and throughout the Proxy Statement, solid
boxes are represented by asterisks in the EDGAR document, and the words on
page 2 "Every Share Owner's Vote Is Important Please Complete, Sign, Date
and Return your Proxy Vote" are in large and small caps. A recycling logo
precedes the words "Printed on recycled paper using soybean ink."
The top of page 3 has the General Electric monogram. The space above John
F. Welch, Jr.'s name holds his signature. All other words on this page are
in italics.
On page 4, the time and location of the annual meeting are in italics.
On pages 6-10 there are black and white photographs of each director or
nominee adjacent to the respective biography. The first sentence of each
biography, stating name, age, current employment and date of first service,
is in boldface upper and lower case.
On page 11, the table caption, column headings and the word "Notes:" are
all in boldface upper and lower case.
On page 12, the words "Notes (continued):" and the subheading "Board of
Directors and Committees" are in boldface upper and lower case.
On pages 14-15, the words "Stern", "McNeil", "Benfield" and "Bildstein" are
in italics.
On page 16, the subheading "Certain Transactions" is in boldface upper and
lower case.
On pages 16-19, the subheadings "Compensation Policies for Executive
Officers," "Broad-Based Employee Stock Option Plan," "Bases for Chief
Executive Compensation" and "Compensation Committee Interlocks and Insider
Participation" are in boldface upper and lower case.
Pages 20-21 (the summary compensation table) are facing pages in the
centerfold of the proxy statement. The column headings, the names of the
listed executive officers and the words "Notes" and "Notes (continued)" are
in boldface upper and lower case.
On page 23, the column headings, the names of the listed executive officers
and other row headings are in boldface upper and lower case.
On pages 24 and 25, the data points are used to create line graphs, and the
words "Comparison of Five-Year Cumulative Total Return Among GE, S&P 500,
Dow Jones Industrial Average (DJIA) and S&P Electrical Equipment Group" and
"Comparison of Thirteen-Year Cumulative Total Return Among GE, S&P 500, Dow
Jones Industrial Average (DJIA) and S&P Electrical Equipment Group" are in
boldface upper and lower case.
On page 26, the table caption, the column headings and the word "Note:" are
all in boldface upper and lower case.
On pages 27-36, all voting recommendations of the Board of Directors shown
as all caps in the EDGAR document are in bold face and are in upper and
lower case except for the words "FOR" and "AGAINST."
On page 28, the following paragraph is in boldface:
"Present certificates will continue to represent the number of shares
evidenced thereby. Present certificates will not be exchanged for new
certificates. Certificates should not be returned to the Company or to its
transfer agent."
The words "Share Owner Proposal No. 1" on page 30 and the similar
subheadings of the remaining share owner proposals on pages 30 to 34 are in
boldface upper and lower case.
On pages 37-38, the subheadings "Share Owner Proposals for 1995," "Voting
Securities," "Vote Required for Approval," "Manner for Voting Proxies," and
"Solicitation of Proxies" are all in boldface upper and lower case.
Page 39 is the back cover of the Proxy Statement. On that page the words
"cut off at dotted line" are centered and above dotted lines. The words
"1994 Annual Meeting of Share Owners" and "Advance Registration Form" and
the time and location of the annual meeting are in boldface.
B. PROXY CARD
The language on pages 40 and 41, comprising the form of proxy, is printed,
one page each, on observe sides of a white card with dimensions of
approximately 7 3/4" x 5 l/4". The language is printed so that it reads
with the card's longest dimension held horizontally.
At the top of pages 40 and 41 there is a gray stripe. A General Electric
monogram appears at the left edge of this stripe, and the words "GE Proxy
Form" appear towards the right edge.
On page 40, the space on the bottom left is held blank to contain the
name(s) and address of the share owner(s). The sentences:
(i) "Returned proxy forms will be voted: (1) as specified on matters listed
on the reverse side of this form; (2) in accordance with the Directors'
recommendations where a choice is not specified; and (3) in accordance with
the judgment of the proxies on any other matters that may properly come
before the meeting"
and
(ii) "Your shares will not be voted unless your signed Proxy Form is
returned or you otherwise vote at the meeting";
and the language at the top of the page
"Proxy Solicited on Behalf of Board of Directors for the Annual Meeting of
Share Owners, April 27, 1994"
are all in bold face.
On page 41, space beneath the grey bar is held blank for an account number
and a control number. The phrase "The Board of Directors recommends a vote
FOR the proposals relating to" is bold. An unbroken line encloses, in a
rectangle, the items so referenced and this phrase. Similarly the phrase
"The Board of Directors recommends a vote AGAINST the share owner proposals
relating to" is bold, and an unbroken line encloses, in a rectangle, the
items so referenced and this phrase. Empty boxes are positioned opposite
each item to be voted on, one each below the words "FOR" or "VOTE WITHHELD"
or "FOR" or "AGAINST" or "ABSTAIN" respectively.
C. REMINDER LETTER
Page 42 is a form of letter from John F. Welch, Jr. dated April 7, 1994
sent to share owners who have not returned their proxies by that date.
This letter is printed on the top portion of Mr. Welch's stationery (8 1/2"
x 11") and contains his signature. The bottom portion of his stationery
will be a duplicate proxy card as shown on pages 40 and 41.
The two sections of this letter will be perforated so the card can be
separated and mailed back.