SCHEDULE 14 A INFORMATION
Proxy Statement Pursuant to Section 14(a) 9f the Securities Exchange Act of
1934 (Amendment No. )
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[ ] Definitive Additional Materials by Rule 14a-6(e)(2))
[ ] Soliciting Material Pursuant to sec. 240.14a-11(c) or sec. 240.14a-12
General Electric Company
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(Name of Registrant as Specified in its Charter)
------------------------------------------------
Name of Person(s) Filing Proxy Statement
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14a-6(i)(3)
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11
1) Title of each class of securities to which transaction applies:
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pursuant to Exchange Act Rule 0-11 (Set forth the amount on which
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<PAGE>
[GE LOGO]
NOTICE OF 1996
ANNUAL MEETING
AND
PROXY STATEMENT
<PAGE>
CONTENTS
Notice of 1996 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
Financial Performance Comparison Graphs 22
Stock Appreciation Rights and Stock Options 24
Retirement Benefits 26
* Appointment of Independent Auditors 27
* Proposed 1996 Stock Option Plan for
Non-Employee Directors 27
* Share Owner Proposals relating to:
No. 1 Prior Government Service 29
No. 2 GE's Nuclear Power Business 30
No. 3 Radioactive Waste and Decommissioning 31
No. 4 Maquiladoras 33
No. 5 Global Corporate Standards 34
No. 6 NBC Programming 36
No. 7 Retirement Plan for Non-Employee Directors 37
No. 8 Equal Credit Opportunity 39
Other Matters 41
Exhibit A: Proposed 1996 Stock Option Plan for
Non-Employee Directors 43
* To be voted on at the meeting
EVERY SHARE OWNER'S VOTE IS IMPORTANT
PLEASE COMPLETE, SIGN, DATE AND RETURN
YOUR PROXY FORM
[RECYCLE LOGO] Printed on recycled paper using soybean ink
<PAGE>
[GE LOGO]
General Electric Company
3135 Easton Turnpike, Fairfield, CT
06431
March 6, 1996
Dear Share Owner,
You are invited to attend the 1996 Annual Meeting to be held on Wednesday,
April 24, in Charlottesville, Virginia.
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,
/s/ John F. Welch, Jr.
-------------------------------------
John F. Welch, Jr.
Chairman of the Board
<PAGE>
4
NOTICE OF 1996 ANNUAL MEETING OF SHARE OWNERS
10:00 a.m., EDT, April 24,1996
Charlottesville Performing Arts Center
1562 Dairy Road
Charlottesville, Virginia 22903
March 6, 1996
To the Share Owners:
General Electric Company's 1996 Annual Meeting of Share Owners will be held
in the Charlottesville Performing Arts Center, 1562 Dairy Road,
Charlottesville, Virginia, on Wednesday, April 24, 1996, 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 1996;
(c) Proposed 1996 Stock Option Plan for Non-Employee Directors;
(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 6, 1996, will be
entitled to vote at the meeting and any adjournments.
Benjamin W. Heineman, Jr.
Secretary
<PAGE>
5
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 1996 Annual Meeting of Share Owners. Distribution of this Proxy
Statement and a proxy form to share owners is scheduled to begin on or about
March 11, 1996.
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.
ELECTION OF DIRECTORS
At the 1996 Annual Meeting, 14 directors are to be elected to hold office
until the 1997 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. Mr. John D. Opie was elected to the
Board in October 1995. 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.
<PAGE>
6
[PICTURE OF D. WAYNE CALLOWAY]
D. WAYNE CALLOWAY, 60, 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, chairman of Grocery Manufacturers of America, and a
member of the Business Council and the Business Roundtable. He is also a
trustee of Wake Forest University.
- ---------------------------------------------------------------------------
[PICTURE OF SILAS S. CATHCART]
SILAS S. CATHCART, 69, 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.
- ---------------------------------------------------------------------------
[PICTURE OF DENNIS D. DAMMERMAN]
DENNIS D. DAMMERMAN, 50, SENIOR VICE PRESIDENT, FINANCE, AND CHIEF FINANCIAL
OFFICER, GENERAL ELECTRIC COMPANY. DIRECTOR SINCE 1994.
Mr. Dammerman joined GE after graduating from the University of Dubuque in
1967. He had financial assignments in several GE businesses before being
named vice president and comptroller of General Electric Credit Corporation
(now General Electric Capital Corporation) in 1979. In 1981, he became vice
president and general manager of GE Capital's Commercial Financial Services
Department and, later that year, of GE Capital's Real Estate Financial
Services Division. In 1984, he was elected senior vice president for finance
and became an executive officer of GE.
<PAGE>
7
[PICTURE OF PAOLO FRESCO]
PAOLO FRESCO, 62, 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.
- ---------------------------------------------------------------------------
[PICTURE OF CLAUDIO X. GONZALEZ]
CLAUDIO X. GONZALEZ, 61, CHAIRMAN OF THE BOARD AND CHIEF EXECUTIVE OFFICER,
KIMBERLY-CLARK DE MEXICO, S.A. DE C.V., MEXICO CITY, AND DIRECTOR, KIMBERLY-
CLARK CORPORATION, CONSUMER AND PAPER PRODUCTS. DIRECTOR SINCE 1993.
Mr. Gonzalez is a graduate of Stanford University. He was employed by
Kimberly-Clark in 1956 and by 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,
The Mexico Fund, Inc., Banco Nacional de Mexico, Grupo Industrial ALFA,
Grupo Industrial Saltillo, Grupo Carso, Synkro and Telefonos de Mexico.
- ---------------------------------------------------------------------------
[PICTURE OF ROBERT E. MERCER]
ROBERT E. MERCER, 71, 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 chairman
of the board of Roadway Express, Inc.
<PAGE>
8
[PICTURE OF GERTRUDE G. MICHELSON]
GERTRUDE G. MICHELSON, 70, FORMER SENIOR VICE PRESIDENT - EXTERNAL AFFAIRS
AND FORMER 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 served as senior advisor to R. H. Macy & Co.,
Inc. from 1992 to 1994. She is also a director of The Chubb Corporation,
Federated Department Stores, The Goodyear Tire & Rubber Company and Stanley
Works. Mrs. Michelson is chairman emeritus of the Board of Trustees of
Columbia University and a governor of the American Stock Exchange.
- ---------------------------------------------------------------------------
[PICTURE OF JOHN D. OPIE]
JOHN D. OPIE, 58, VICE CHAIRMAN OF THE BOARD AND EXECUTIVE OFFICER, GENERAL
ELECTRIC COMPANY. DIRECTOR SINCE 1995.
Mr. Opie joined GE after graduating from Michigan College of Mining and
Technology with a BS degree in 1961. He has held key leadership positions in
several GE materials and electrical products businesses. He was named vice
president of the Lexan Products Division in 1980, vice president of the
Specialty Plastics Division in 1982, vice president of the Construction
Equipment Business Operations in 1983, and senior vice president and head of
GE Lighting in 1986. He was elected vice chairman of the Board and executive
officer in 1995.
- ---------------------------------------------------------------------------
[PICTURE OF ROGER S. PENSKE]
ROGER S. PENSKE, 59, CHAIRMAN OF THE BOARD, PRESIDENT AND DIRECTOR, PENSKE
CORPORATION AND DETROIT DIESEL CORPORATION, TRANSPORTATION AND AUTOMOTIVE
SERVICES, DETROIT, MICH. DIRECTOR SINCE 1994.
A 1959 graduate of Lehigh (Pa.) University, Mr. Penske became president of
Penske Corporation in 1969. He became chief executive officer of Detroit
Diesel Corporation in 1988. Mr. Penske is also a director of Philip Morris
Companies Inc. He serves as a trustee of the Henry Ford Museum and
Greenfield Village and as a director of Detroit Renaissance.
<PAGE>
9
[PICTURE OF BARBARA SCOTT PREISKEL]
BARBARA SCOTT PREISKEL, 71, 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 trustee of Wellesley College and Tougaloo College, 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.
- ---------------------------------------------------------------------------
[PICTURE OF FRANK H. T. RHODES]
FRANK H. T. RHODES, 69, PRESIDENT EMERITUS, 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 served as president of Cornell
University from 1977 to 1995. 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, of which he is chairman, and by President
Bush as a member of the President's Education Policy Advisory Committee.
- ---------------------------------------------------------------------------
[PICTURE OF ANDREW C. SIGLER]
ANDREW C. SIGLER, 64, 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 AlliedSignal, Inc., 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.
<PAGE>
10
[PICTURE OF DOUGLAS A. WARNER III]
DOUGLAS A. WARNER III, 49, CHAIRMAN OF THE BOARD, PRESIDENT, CHIEF EXECUTIVE
OFFICER 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 and became
chairman and chief executive officer in 1995. Mr. Warner is also a director
of Anheuser-Busch Companies, Inc., a member of the Board of Managers and 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.
- ---------------------------------------------------------------------------
[PICTURE OF JOHN F. WELCH, JR.]
JOHN F. WELCH, JR., 60, 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.
<PAGE>
11
INFORMATION RELATING TO DIRECTORS, NOMINEES AND EXECUTIVE OFFICERS
The following table includes all GE stock-based holdings, as of February 9,
1996, 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.
<TABLE>
COMMON STOCK AND TOTAL STOCK-BASED HOLDINGS
<CAPTION>
- ---------------------------------------------------------------------------------------------------------------
NAME STOCK<F1> TOTAL<F2> NAME STOCK<F1> TOTAL<F2>
- ---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <S> <C> <C>
H. Brewster Atwater, Jr. 18,500 36,397 Gertrude G. Michelson 18,100 52,993
D. Wayne Calloway 9,500 17,000 John D. Opie 109,538 633,791
Silas S. Cathcart 122,398<F3> 129,898 Roger S. Penske 4,750 10,901
Dennis D. Dammerman 60,078<F4> 649,915 Barbara Scott Preiskel 21,971<F6> 31,975
Frank P. Doyle 790<F5> 410,546 Frank H. T. Rhodes 16,900 33,242
Paolo Fresco 98,705 1,068,968 Andrew C. Sigler 20,500 28,000
Claudio X. Gonzalez 6,900 18,705 Douglas A. Warner III 9,100<F7> 16,600
Benjamin W. Heineman, Jr. 81,756 548,503 John F. Welch, Jr. 443,169<F8> 3,120,979
Robert E. Mercer 18,500 26,000
- ---------------------------------------------------------------------------------------------------------------
<FN>
Common stock holdings of all directors and executive officers as a group
were 1,359,625 <F9>
- ---------------------------------------------------------------------------------------------------------------
</TABLE>
NOTES:
<F1> 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 7,500 shares for Mr. Calloway, 10,500 shares for Mr. Cathcart, 4,500
shares for Messrs. Gonzalez and Warner, 750 shares for Mr. Penske and 16,500
shares for each other non-employee director, which may be acquired by such
director pursuant to stock options that are or will become exercisable within
60 days. 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.
<F2> 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 interests, 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.
<F3> Includes 5,440 shares over which Mr. Cathcart has shared voting and
investment power.
<F4> Includes 2,439 shares over which Mr. Dammerman has shared voting
and investment power but as to which he disclaims any other beneficial
interest.
<F5> Includes 790 shares over which Mr. Doyle has shared voting and
investment power but as to which he disclaims any other beneficial interest.
<F6> Includes 2,000 shares over which Mrs. Preiskel has shared voting
and investment power but as to which she disclaims any other beneficial
interest.
<PAGE>
12
NOTES (CONTINUED):
<F7> Includes 600 shares over which Mr. Warner has shared voting and
investment power but as to which he disclaims any other beneficial interest.
<F8> Includes 49,000 shares over which Mr. Welch has shared voting and
investment power but as to which he disclaims any other beneficial interest.
<F9> Includes 661,653 shares over which there are shared voting and/or
investment powers.
* BOARD OF DIRECTORS AND COMMITTEES
The Board of Directors held eight meetings during 1995. The average
attendance by directors at Board meetings, and Committee meetings they were
scheduled to attend, was over 94%.
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, Michelson, Sigler and Warner. 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
1995. 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), Gonzalez, Michelson, Rhodes and Sigler. 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 1995.
Members of the Audit Committee are Directors Michelson (Chairman),
Atwater, Cathcart, 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) 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 1995.
Non-employee directors are paid an annual retainer of $50,000 plus a fee
of $1,400 for each Board meeting and for each Board Committee meeting
<PAGE>
13
attended. 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. Non-employee directors are also paid a travel
allowance for attendance at Board meetings.
To further align the non-employee directors' interests with the long
term interests of the share owners, the share-owner-approved 1989 Stock Option
Plan for Non-Employee Directors automatically provided yearly grants of
options from 1989 through 1996 (with each grant becoming exercisable in four
equal annual installments) to each non-employee director who was serving on
the Board at the time of such grant. Each annual grant permits the holder to
purchase from GE up to 3,000 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. Annual grants were made on April 27, 1989,
and on the last day of trading of GE stock in each January thereafter 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 is eligible to receive awards
under the Plan. Each participating director received a grant of options on
3,000 shares at an exercise price of $51.50 on January 31, 1995, and an
additional and final grant of 3,000 shares at an exercise price of $76.75 on
January 31, 1996. As described on pages 27 and 28, the Board is recommending
that the share owners approve the adoption of a similar stock option plan for
non-employee directors extending from 1997 through 2003.
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 non-
employee director with group life and accidental death insurance in the
aggregate amount of $150,000. The non-employee directors are not eligible to
participate in GE's Incentive Compensation Plan, employee stock option plans
or in any pension plans of GE or its subsidiaries.
GE has had directors' and officers' liability insurance in effect since
1968. National Union Fire Insurance Company, Aetna Casualty and Surety
Company, 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
<PAGE>
14
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, 1996, for the
directors' and officers' liability insurance and May 31, 1996, for the
fiduciary liability insurance. The total annual premium is approximately
$4,041,000.
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 or death. 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. Calloway, Gonzalez, Opie, Penske 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, New York County, in 1991. The
suit alleges the Company was negligent and engaged in fraud in connection with
the design and construction of containment 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 Company and the defendants believe these claims are without merit and are
defending the suit.
The directors (other than Messrs. Dammerman, Opie and Penske) are also
defendants in two civil suits purportedly brought on behalf of the Company as
share owner derivative actions (the Kidder actions) in New York State Supreme
Court, New York County, in 1994. The suits claim that the Company's directors
breached their fiduciary duties to the Company by failing to adequately
supervise and control its indirect subsidiary, Kidder, Peabody & Co.,
Incorporated, where an employee created $350 million of false trading profits.
The suits seek compensatory damages and other relief. The Company moved to
dismiss these suits for failure to meet certain requirements of New York
corporate law.
Pursuant to the indemnification provisions of the By-laws, the Company
paid a total of $769,160 in defense costs incurred since 1992 by the directors
and a former officer named as defendants in a share owner derivative suit
which alleged that they failed to prevent government contract fraud in
connection with the Company's sale of military aircraft engines to Israel.
<PAGE>
15
The settlement of that suit, which involved no finding of director fault and
was based on the litigation risk relating to a single employee, received
final court approval in 1995. The Company also paid $63,151 in defense costs
incurred by the directors named as defendants in a share owner derivative
suit which alleged failure to prevent purported misconduct in connection
with the sales of military equipment to Egypt by a unit of the Company's
former Aerospace business. That suit was dismissed in 1995.
* CERTAIN TRANSACTIONS
Mr. Penske has an indirect financial interest in Penske Truck Leasing Co.,
L.P., a partnership formed in 1988 between a subsidiary of Penske
Corporation and a subsidiary of GE Capital (GE Capital) in order to operate
a truck leasing and rental business. In 1996, the partnership repurchased,
for $275 million which was loaned to the partnership by GE Capital, a
portion of the 50% partnership interest held by the Penske Corporation
subsidiary, reducing that interest to 21% and increasing GE Capital's
interest in the partnership from 50% to 79%. In addition, the Penske
Corporation subsidiary will receive annual payments, declining from $11.3
million to $9.3 million over a 10-year period, with the majority of such
payments contingent upon the partnership achieving certain revenue
thresholds. GE and its subsidiaries also have purchase, lease, finance,
insurance and other transactions and relationships in the normal course of
business with companies and organizations with which GE directors are
associated, but which are not sufficiently significant to be reportable.
Management believes that all of these transactions and relationships during
1995 were on terms that were reasonable and competitive. Additional
transactions and relationships of this nature may be expected to take place
in the ordinary course of business in the future. In the normal course of
his employment by the Company, Mr. Opie's son earned compensation in excess
of $60,000 during 1995. In connection with the relocation of William J.
Conaty at the time of his promotion 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 from the date the loan was made.
<PAGE>
16
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. The Company's basic compensation program
for executive officers consists of the following elements: annual payments
of salary and bonuses; annual grants of stock appreciation rights (SARs);
and periodic grants of restricted stock units (RSUs) and other contingent
long-term financial performance awards. As described more fully below, each
element of the Company's executive compensation program has a somewhat
different purpose. All SAR, RSU and contingent long-term financial
performance awards were made under the share-owner-approved GE 1990 Long
Term Incentive Plan (Plan), which limits total annual awards to less than 1%
of issued shares.
All of the Committee's judgments during 1995, as in prior years,
regarding the appropriate form and level of executive compensation payments
and awards were ultimately based upon the Committee's assessment of the
Company's executive officers, the increasingly competitive demand for superior
executive talent, the Company's overall performance, and GE's future
objectives and challenges. Although the Committee did not rely solely upon a
guideline or formula based on any particular performance measure or single
event in 1995, some of the specific factors affecting the Committee's judgment
included, among other things: strong increases in the earnings of the Company
and a record operating margin rate reflecting solid productivity gains in a
period of intense competition; increased revenues derived outside the United
States and further improvements in the Company's global competitive position
through a number of strategic transactions and numerous joint ventures with
partners in developing markets; the increasing worldwide development and
introduction of new products and services; leadership in insuring compliance
with applicable law and company ethics policies; and continuation of
productivity, quality and employee involvement initiatives that, among other
things, improved cash flow and increased return on share owner equity. The
Committee also considered the compensation practices and performances of other
major corporations 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 and the Company's superior overall long-term
performance, the Committee considered it appropriate, and in the best interest
of the Company and the share owners, to set the overall level of the Company's
salary, bonus and other compensation awards well above the average of
<PAGE>
17
companies in the comparison group in order to enable the Company to continue
to attract and retain the highest level of executive talent possible.
Salary payments in 1995 were made to compensate ongoing performance
throughout the year, while 1995 bonuses were based upon the Committee's
determination that the Company's 1995 financial results had exceeded
performance goals previously established by the Committee, and its judgment
regarding the significance of the executive officers' contributions during
1995. SARs and RSUs provide strong incentives for continued superior
performance because unexercised SARs and RSUs for which restrictions have not
lapsed are forfeited if the executive officer is terminated by the Company for
performance or voluntarily leaves the Company before retirement. Generally,
the restrictions on 25% of RSUs lapse three years after grant, an additional
25% lapse in seven years, and the remaining 50% lapse at retirement. SARs
become exercisable in two installments, the first half after three years and
the other half after five years from the date of grant.
After determining that the Company's performance during 1994 had
exceeded goals which it had previously set, the Committee granted RSUs in 1995
to the Company's senior executives whose future contributions were considered
to be particularly important to the continued long-term success of the
Company. The value of the RSUs granted to the five most highly compensated
executive officers is shown in the Summary Compensation Table on pages 20 and
21. The Committee also granted SARs to key executives in 1995. The number of
SARs granted to the Company's five most highly compensated executive officers,
and the hypothetical potential value of the awards, are shown in the table on
page 25. No SARs or RSUs were granted to Mr. Doyle in view of his planned
retirement. 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 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 awarded SARS, instead
of stock options, to the Company's executive officers in 1995 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.
The Committee's decisions concerning the specific 1995 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 other compensation awards. As noted above, in all cases the
Committee's specific decisions involving 1995 executive officer compensation
were ultimately based upon the Committee's judgment regarding the individual
executive officer's performance, potential future contributions, and whether
<PAGE>
18
each particular payment or award would provide an appropriate reward and
incentive for the executive to sustain and enhance the Company's long-term
superior performance as shown on the performance graphs on pages 22 and 23.
* BROAD-BASED EMPLOYEE STOCK OPTION PLAN
In addition to granting 1,260,000 SARs (about 9% of the total number of SARs
and stock options awarded in 1995) to the Company's 22 executive officers
under the programs described above, the Committee also granted 12 million
stock options (about 91% 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 Committee believes that the superior performance of
these individuals has contributed significantly to the productivity gains
that led to the solid financial performance of the Company's operations in
1995. Currently, there are almost 22,000 individuals 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 1995, Mr. Welch received total cash payments of $5,250,000 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 view of
Mr. Welch's leadership of one of the world's top companies in terms of
earnings growth, balance sheet strength, share owner value and management
processes.
In 1995, the Committee also granted Mr. Welch 200,000 Restricted Stock
Units. The restrictions on 25% of these RSUs will lapse in three years and the
remaining 75% will lapse on retirement at age 65. The Committee also granted
Mr. Welch 320,000 SARs in 1995, half of which will become exercisable in 1998,
and half in 2000. These SARs will have no value at all if GE's stock price is
below $63.875 per share, the price of the stock on the date the SARs were
granted. These RSU and SAR awards would be forfeited if Mr. Welch were
voluntarily to leave the Company for reasons other than retirement before
their restrictions lapse or they become exercisable. The primary basis for the
Committee's determination to grant such RSUs and SARs to Mr. Welch in 1995 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.
<PAGE>
19
The bases for the Committee's determinations regarding Mr. Welch's
compensation in 1995 included the outstanding financial results of the
Company, his decisive management of operational and strategic issues, the
improved overall global competitive position of the Company, and his drive to
reinforce a culture of integrity, quality, stretch targets, and boundaryless
behavior. As in prior years, the key judgment the Committee made in
determining Mr. Welch's 1995 compensation was its assessment of his ability
and dedication to enhance the long-term value of the Company for the share
owners 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 $106 billion. This performance is further highlighted on the Fifteen-
Year Performance Graph on page 23, 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.
* COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The Management Development and Compensation Committee is composed of the
following outside directors: Silas S. Cathcart (Chairman), Claudio X.
Gonzalez, Gertrude G. Michelson, Frank H. T. Rhodes and Andrew C. Sigler.
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
former operating subsidiary of the Company.
*****
The foregoing report on executive compensation is provided by the following
outside directors, who constituted the Management Development and
Compensation Committee during 1995:
Silas S. Cathcart (Chairman) Frank H. T. Rhodes
Claudio X. Gonzalez Andrew C. Sigler
Gertrude G. Michelson
<PAGE>
20
SUMMARY COMPENSATION TABLE
ANNUAL COMPENSATION
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
OTHER ANNUAL TOTAL ANNUAL
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS COMPENSATION <F1> COMPENSATION
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
JOHN F. WELCH, JR. 1995 $2,000,000 $3,250,000 $71,228 $5,321,228
Chairman of the Board 1994 1,850,000 2,500,000 - 4,350,000
and Chief Executive Officer 1993 1,750,000 2,200,000 $62,767 4,012,767
PAOLO FRESCO 1995 $1,025,000 $1,550,000 $60,059 $2,635,059
Vice Chairman of the Board 1994 875,000 1,250,000 - 2,125,000
and Executive Officer 1993 762,500 1,000,000 - 1,762,500
DENNIS D. DAMMERMAN 1995 $850,000 $850,000 - $1,700,000
Senior Vice President, 1994 775,000 700,000 - 1,475,000
Finance 1993 656,250 560,000 $64,228 1,280,478
FRANK P. DOYLE 1995 $800,000 $875,000 $53,705 $1,728,705
Executive Vice President 1994 716,667 760,000 - 1,476,667
1993 666,667 625,000 $68,815 1,360,482
BENJAMIN W. HEINEMAN, JR. 1995 $800,000 $775,000 $64,081 $1,639,081
Senior Vice President, 1994 762,500 665,000 - 1,427,500
General Counsel and Secretary 1993 700,000 565,000 - 1,265,000
- ------------------------------------------------------------------------------------------------------
<FN>
NOTES:
<F1> This column includes the aggregate incremental cost to the Company
of providing various perquisites and personal benefits in excess of reporting
thresholds, including the following amounts for financial planning services:
Mr. Welch ($53,523); Mr. Fresco ($33,782); Mr. Doyle ($40,626); and Mr.
Heineman ($48,293).
</TABLE>
<PAGE>
21
SUMMARY COMPENSATION TABLE (CONTINUED)
<TABLE>
LONG-TERM COMPENSATION
<CAPTION>
- ------------------------------------------------------------------------------------------
NUMBER
RESTRICTED OF STOCK
NAME AND STOCK APPRECIATION
PRINCIPAL POSITION YEAR UNITS <F2> RIGHTS
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
JOHN F. WELCH, JR. 1995 $11,425,000 320,000
Chairman of the Board 1994 - 320,000
and Chief Executive Officer 1993 - 400,000
PAOLO FRESCO 1995 $5,712,500 160,000
Vice Chairman of the Board 1994 - 160,000
and Executive Officer 1993 - 200,000
DENNIS D. DAMMERMAN 1995 $3,427,500 85,000
Senior Vice President, 1994 1,687,500 95,000
Finance 1993 - 150,000
FRANK P. DOYLE 1995 - -
Executive Vice President 1994 - 80,000
1993 - 100,000
BENJAMIN W. HEINEMAN, JR. 1995 $1,713,750 45,000
Senior Vice President, 1994 - 45,000
General Counsel and Secretary 1993 - 80,000
- ------------------------------------------------------------------------------------------
<CAPTION>
ALL OTHER COMPENSATION
- ------------------------------------------------------------------------------------------------------------------
PAYMENTS
RELATING TO VALUE OF
EMPLOYEE EARNINGS ON SUPPLEMENTAL TOTAL
NAME AND SAVINGS DEFERRED LIFE INSURANCE ALL OTHER
PRINCIPAL POSITION YEAR PLAN <F3> COMPENSATION <F4> PREMIUMS <F5> COMPENSATION<F6>
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
JOHN F. WELCH, JR. 1995 $113,750 $195,605 $200,689 $510,044
Chairman of the Board 1994 103,225 101,112 189,794 394,131
and Chief Executive Officer 1993 94,492 67,383 216,404 378,279
PAOLO FRESCO 1995 $35,875 $77,555 $47,068 $160,498
Vice Chairman of the Board 1994 30,626 35,450 46,187 284,416
and Executive Officer 1993 26,717 21,052 51,777 288,915
DENNIS D. DAMMERMAN 1995 $42,050 $18,591 $53,144 $113,785
Senior Vice President, 1994 36,901 10,970 43,404 91,275
Finance 1993 30,992 6,443 47,123 84,558
FRANK P. DOYLE 1995 $41,350 $36,926 $44,801 $123,077
Executive Vice President 1994 36,050 28,413 44,142 108,605
1993 31,692 24,924 49,338 105,954
BENJAMIN W. HEINEMAN, JR. 1995 $39,650 $26,048 $65,157 $130,855
Senior Vice President, 1994 36,594 15,252 54,485 106,331
General Counsel and Secretary 1993 33,242 8,465 58,906 100,613
- ------------------------------------------------------------------------------------------------------------------
<FN>
NOTES (CONTINUED):
<F2> 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. The aggregate holdings/value of
restricted stock and RSUs from prior years held on December 31, 1995, by the
individuals listed in this table, are: Mr. Welch, 617,500 shares or
units/$44,460,000; Mr. Fresco, 215,500 shares or units/$15,516,000; Mr.
Dammerman, 189,500 shares or units/$13,644,000; and Mr. Heineman, 119,500
shares or units/$8,604,000. 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 generally 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.
<F3> These amounts represent Company payments of 31/2% of eligible pay
made in connection with the Company's Savings and Security Program.
<F4> This compensation represents the difference between market interest
rates determined pursuant to SEC rules and the 14% interest credited by the
Company on salary deferred by the executive officers in 1987 and 1991, the 10%
interest credited on salary deferred in 1994, and the 14% interest credited on
salary deferred by Messrs. Fresco and Welch in 1995 in order to preserve the
Company's tax deduction for their 1995 compensation. The executive officers
must remain employed by the Company for at least four years following the
deferrals, or retire after the full year of deferral, in order to obtain the
stated interest rate.
<F5> 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 later
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 1995 premiums were advanced to the executive
officers without interest until the time the Company expects to recover the
premium. 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.
<F6> For Mr. Fresco, 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 $189,369 in 1993 and
$172,153 in 1994.
</TABLE>
<PAGE>
22
FIVE-YEAR PERFORMANCE GRAPH: 1990 - 1995
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 fifteen-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 1990 (as
required by SEC rules) and 1980, respectively, and that all quarterly
dividends were re-invested 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, 1995.
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
- ------------------------------------------------------------------------
GE S&P Elec. DJIA S&P 500
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
1990 $100.0 $100.0 $100.0 $100.0
1991 137.3 132.6 124.3 130.4
1992 158.1 145.3 133.5 140.4
1993 199.4 175.3 156.2 154.5
1994 199.9 177.4 164.1 156.6
1995 290.0 249.0 225.0 215.0
- ------------------------------------------------------------------------
</TABLE>
<PAGE>
23
FIFTEEN-YEAR PERFORMANCE GRAPH: 1980 - 1995
COMPARISON OF FIFTEEN-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.
<TABLE>
[GRAPH APPEARS HERE]
<CAPTION>
- ------------------------------------------------------------------------
GE S&P Elec. DJIA S&P 500
- ------------------------------------------------------------------------
<S> <C> <C> <C> <C>
- ------------------------------------------------------------------------
1980 $ 100.0 $100.0 $100.0 $100.0
1981 98.7 113.5 96.4 95.1
1982 171.3 151.0 122.6 115.6
1983 219.2 162.6 154.6 141.7
1984 219.7 166.3 156.6 150.5
1985 292.7 214.7 209.4 198.3
1986 356.7 233.4 266.4 235.4
1987 375.3 252.0 280.9 247.5
1988 393.7 254.5 326.4 288.5
1989 586.5 358.9 432.1 380.0
1990 538.1 329.8 429.5 368.1
1991 739.1 437.5 533.8 480.1
1992 850.8 479.1 573.4 516.7
1993 1,072.9 578.2 670.9 568.7
1994 1,075.5 584.9 704.9 576.4
1995 1,563.0 822.0 965.0 793.0
- ------------------------------------------------------------------------
</TABLE>
<PAGE>
24
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 were granted in 1995 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 1995 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 1995, 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 1995
(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 1995, for example, would produce the
pre-tax gain of $32,500,000 shown in the first table only if the Company's
stock price rises to over $165 per share before Mr. Welch exercises the SARs.
Based on the number of shares outstanding at the end of 1995, such an increase
in the Company's stock price would produce a corresponding aggregate pre-tax
gain of over $169 billion for the Company's share owners. In other words, Mr.
Welch's potential gain from SARs granted in 1995 would equal less than two-
hundredths of one percent (i.e., 0.019%) of the potential gain to all share
owners resulting from the assumed future stock price increases.
The second table on the opposite page provides information on SARs
exercised by the five most highly compensated executive officers during 1995,
as well as information on their SAR holdings at the end of 1995. 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. As shown in the second table, Mr. Welch received an actual
pre-tax gain of $5,315,625 from SARs exercised in 1995. 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.
<PAGE>
25
<TABLE>
- ------------------------------------------------------------------------------------------
STOCK APPRECIATION RIGHTS AND STOCK OPTIONS GRANTED IN 1995
INDIVIDUAL GRANTS
<CAPTION>
- ------------------------------------------------------------------------------------------
% OF TOTAL EXERCISE OR
NUMBER OF OPTIONS/SARS BASE
NAME OF OPTIONS/SARS GRANTED TO PRICE EXPIRATION
EXECUTIVE/GROUP GRANTED ALL EMPLOYEES PER SHARE DATE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
JOHN F. WELCH, JR. 320,000 2.4% $63.875 9/15/05
PAOLO FRESCO 160,000 1.2% $63.875 9/15/05
DENNIS D. DAMMERMAN 85,000 0.6% $63.875 9/15/05
BENJAMIN W. HEINEMAN, JR. 45,000 0.3% $63.875 9/15/05
_______________________
ALL SHARE OWNERS NA NA NA NA
ALL OPTIONEES 13,446,100 100% $56.85 <F1>
- % OF TOTAL SHARE NA NA NA NA
OWNERS' VALUE
- ------------------------------------------------------------------------------------------
<CAPTION>
POTENTIAL REALIZABLE VALUE AT ASSUMED ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR TEN-YEAR GRANT TERM
- ------------------------------------------------------------------------------------------
AT 0% AT 5% AT 10%
NAME OF ANNUAL ANNUAL ANNUAL
EXECUTIVE/GROUP GROWTH RATE GROWTH RATE GROWTH RATE
- ------------------------------------------------------------------------------------------
<S> <C> <C> <C>
JOHN F. WELCH, JR. 0 $ 12,877,000 $ 32,500,000
PAOLO FRESCO 0 $ 6,439,000 $ 16,250,000
DENNIS D. DAMMERMAN 0 $ 3,420,000 $ 8,633,000
BENJAMIN W. HEINEMAN, JR. 0 $ 1,811,000 $ 4,570,000
ALL SHARE OWNERS 0 $67,062,100,000 <F2> $169,252,600,000 <F2>
ALL OPTIONEES 0 $ 481,639,300 $ 1,215,393,000
- % OF TOTAL SHARE NA 0.7% 0.7%
OWNERS' VALUE
- ------------------------------------------------------------------------------------------
<FN>
<F1> Options expire on various dates during the year 2005. Exercise price
shown is an average of all grants.
<F2> Based on the number of shares outstanding at December 31, 1995.
- ------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
AGGREGATED STOCK APPRECIATION RIGHTS EXERCISED IN 1995 AND DECEMBER 31, 1995, SAR VALUE
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------
EXERCISED IN 1995 UNEXERCISED AT DECEMBER 31, 1995
- ------------------------------------------------------------- -------------------------------------------------------------
NUMBER OF SARS <F1> VALUE OF SARS <F1>
---------------------------- ----------------------------
NUMBER $ VALUE
NAME OF EXECUTIVE OF SARS REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
JOHN F. WELCH, JR. 150,000 $5,315,625 905,000 1,115,000 $35,380,000 $21,195,000
PAOLO FRESCO 86,000 $2,804,125 161,000 555,000 $ 5,533,500 $10,517,500
DENNIS D. DAMMERMAN 25,500 $ 680,031 111,500 312,500 $ 3,429,000 $ 6,063,750
FRANK P. DOYLE 42,500 $1,191,594 154,000 200,000 $ 5,277,750 $ 4,688,750
BENJAMIN W. HEINEMAN, JR. 50,000 $1,802,500 215,500 168,500 $ 8,476,250 $ 3,292,625
- ------------------------------------------------------------------------------------------------------------------------------
<FN>
<F1> SAR values are based upon the difference between the grant prices of
all SARs awarded in 1995 and prior years and the December 31, 1995,
closing price for the Company's stock of $72.00 per share.
- ------------------------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
26
RETIREMENT BENEFITS
Employees are generally eligible to retire with unreduced benefits under
Company retirement plans at age 60 or later, and with social security
benefits at age 62 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.
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
$ 250,000 $ 95,917 $ 116,950 $ 137,984 $ 150,000 $ 150,000
500,000 183,417 226,325 269,234 300,000 300,000
750,000 270,917 335,700 400,484 450,000 450,000
1,000,000 358,417 445,075 531,784 600,000 600,000
1,500,000 533,417 663,825 794,234 900,000 900,000
2,000,000 708,417 882,575 1,056,734 1,200,000 1,200,000
2,500,000 883,417 1,101,325 1,319,234 1,500,000 1,500,000
3,000,000 1,058,417 1,320,075 1,581,734 1,800,000 1,800,000
3,500,000 1,233,417 1,538,825 1,844,234 2,100,000 2,100,000
4,000,000 1,408,417 1,757,575 2,106,734 2,400,000 2,400,000
4,500,000 1,583,417 1,976,325 2,369,234 2,700,000 2,700,000
5,000,000 1,758,417 2,195,075 2,631,734 3,000,000 3,000,000
- ------------------------------------------------------------------------------------------------------------------
</TABLE>
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 1995, 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 9, 1996,
those executive officers had the following years of credited service with GE:
Mr. Welch, 35 years; Mr. Fresco, 34 years; Mr. Doyle, 35 years; Mr. Dammerman,
28 years; and Mr. Heineman, 8 years. The approximate annual retirement
benefits provided under Company retirement plans are payable in fixed monthly
payments for life, with a guaranteed minimum term of five years.
<PAGE>
27
APPOINTMENT OF INDEPENDENT AUDITORS
KPMG Peat Marwick LLP have been recommended by the Audit Committee of the
Board for reappointment as the Independent Auditors for the Company. KPMG
Peat Marwick LLP were the Independent Auditors for the Company for the year
ended December 31, 1995. 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 1996.
Representatives of the Firm are expected to attend the 1996 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 LLP, Stamford Square, Stamford, Connecticut, as Independent
Auditors for the Company for the year 1996 is hereby approved.
PROPOSED 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
The Board of Directors proposes that the share owners approve the 1996 Stock
Option Plan for Non-Employee Directors (the Plan). The Plan is designed to
maintain GE's ability to attract and retain the services of experienced and
highly qualified outside directors and to increase the alignment of their
interests with the interests of share owners in GE's continued success. The
following summary description of the Plan is qualified in its entirety by
reference to the full text of the Plan, which is attached to this Proxy
Statement as Exhibit A.
If approved by the share owners, the Plan shall, from 1997 to 2003
inclusive, automatically provide 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 will permit the
holder to purchase from GE up to 3,000 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. Annual grants shall be made on the last day
of trading of GE stock in January 1997 and in each succeeding January through
2003.
<PAGE>
28
The options shall expire ten years after the date they were granted, or
at such other date as may be provided by the Plan provisions summarized in
this paragraph. If a director terminates service on the Board through
retirement, death or disability, previously granted options shall become
immediately exercisable and shall expire five years after such termination, or
on their stated expiration date, whichever occurs first. For this purpose,
retirement shall mean mandatory retirement pursuant to Board policy, or
retirement at a time that would qualify the director for a retirement benefit
under GE's Directors' Retirement and Optional Life Insurance Plan. If a
director terminates service on the Board for any reason other than retirement,
disability or death, such director's outstanding options may be exercised only
to the extent that they were exercisable at the time of such termination and
shall expire three months after such termination. However, in the event that a
director should die less than two years before the expiration date of any of
such director's then outstanding options, the expiration date for such options
shall be extended until two years after the director's death.
An aggregate of 350,000 shares of common stock (subject to adjustment as
provided in the Plan) will be subject to the Plan. Shares subject to options
which terminate unexercised will be available for future option grants. The
options granted under the Plan shall be non-statutory options not intended to
qualify under Section 422A of the Internal Revenue Code. The grant of options
will not result in taxable income to the director or a tax deduction for GE.
The exercise of an option by a director will result in taxable ordinary income
to the director and a corresponding deduction for GE, in each case equal to
the difference between the fair market value of the shares on the date the
option was granted (the option price) and their fair market value on the date
the option was exercised.
The Plan will be administered by a committee of nonparticipating
directors who will be authorized to interpret the Plan but will have no
discretion with respect to the selection of directors to receive options, the
number of shares subject to the Plan or to each grant thereunder, or the
purchase price for shares subject to option. The committee shall have no
authority to materially increase the benefits under the Plan. The Board may
suspend or terminate the Plan or revise or amend it. However, any revision or
amendment that changes the selection or eligibility of directors to receive
options, the number of shares subject to the Plan or to any option, or the
purchase price for shares subject to option, or that materially increases
benefits under the Plan, will require the approval of GE share owners.
Adjustments shall be made in the number and kind of shares subject to the Plan
and subject to subsequent and outstanding options, and in the purchase price
of outstanding options, in each such case to reflect changes in GE's common
stock through changes in the corporate structure or capitalization such as
through merger or stock split.
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THIS PROPOSAL.
<PAGE>
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 GE assembled in Annual Meeting in
person and by proxy hereby request the Board of Directors to have the Company
furnish the stockholders each year with a list of people employed by the
Corporation with the rank of Vice President or above, or as a consultant, or
as a lobbyist, or as legal counsel or investment banker or director, who, in
the previous five years have served in any governmental capacity, whether
Federal, City or State, or as a staff member of any congressional committee or
regulatory agency, and to disclose to the stockholders whether such person was
engaged in any matter which had a direct bearing on the business of the
Corporation and/or its subsidiaries, provided that information directly
affecting the competitive position of the Corporation may be omitted. This
resolution is intended for disclosure purposes only, and in no way does it
imply any improper contacts."
Reasons: "Full disclosure on these matters is essential at GE because of
its many dealings with Federal and State agencies, and because of pending
issues forthcoming in Congress and/or State and Regulatory Agencies. Last year
the owners of approximately 3.8% of shares voting, voted for my similar
resolution.
"If you agree, please mark your proxy FOR this resolution."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
GE consistently seeks both highly qualified employees and outside advice
from diverse sources: from colleges and universities, from other businesses,
from the professions and from government.
In hiring or retaining such employees or advisors, GE follows internal
policies and has programs to comply with all laws and regulations pertaining
to individuals with prior government service, or who have had prior contacts
with government officials or agencies.
Because following Company policies relating to hiring or retaining
individuals with a prior employment relationship with government is an ongoing
<PAGE>
30
responsibility of management, and because compliance with the law does not
require such disclosure, the Board believes that no purpose would be served
by furnishing the list called for in this proposal. Therefore, your Board
recommends a vote against this proposal.
* SHARE OWNER PROPOSAL NO. 2
GE Stockholders' Alliance, 1302 W. Ajo Way, #313, Tucson, AZ 85713-5727, and
other filers have notified GE that they intend to present the following
proposal at this year's meeting:
"Whereas: Operating GE Boiling Water Reactors have dangerous aging
problems that pose excessive economic costs for repairs and cause decreasing
safety margins;
"Whereas: GE should avoid possible sources of further litigation as GE's
reactors are subject to serious accidents due to the plants' aging and
defective design;
"Whereas: Nuclear reactors generate radioactive waste, a source of
material for making nuclear bombs, contributing to potential nuclear weapons
proliferation;
"Whereas: There is still no method or permanent location for isolating
radioactive waste, making it irresponsible to continue to generate radioactive
waste;
"Whereas: Increasing knowledge about adverse health consequences of
radiation exposure also dictates a halt to the further generation and use of
radioactive materials;
"Whereas: GE could replace nuclear generated energy with its energy
efficient, safe operating and environmentally superior gas combined cycle
units -- thus both protecting the environment and promoting business
opportunities;
"Whereas: GE's 'advanced reactors' have only minimal improvements in
design and still generate long-lived radioactive waste; and
"Whereas: There are no domestic and few foreign market opportunities for
selling the so-called 'advanced' reactor; in the U.S. no nuclear power plant
order has been placed in 21 years - that is, all orders placed since 1973 have
been cancelled;
"Therefore be it resolved that GE management shall: assist all customers
of its nuclear reactors (domestic and foreign) to close nuclear operations and
halt further development of any 'advanced' reactors as soon as possible, to
help avert environmental catastrophe, reduce the potential for weapons
proliferation, and remove a source of liability for lawsuits; and promote the
sale of GE's energy efficient non-nuclear generating units."
Supporting Statement: "Independent scientific organizations warn about
impending serious accidents from continued operation of GE's boiling water
reactors. In 1986 there was wide publicity (and subsequent lawsuits against
GE) about GE's flawed pressure-suppression containments -- still unresolved --
and other unresolved generic issues. Additional serious plant design flaws
continue to be revealed, including maintenance problems of corrosion of
<PAGE>
31
reactor internals involving 19 components. The continuing need to repair and
replace worn-out or defective parts makes nuclear power prohibitively
expensive.
"We urge General Electric to withdraw from this failed technological
experiment as soon as possible to avert further environmental and biological
harm, and, potentially, a catastrophic accident."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
Nuclear power makes a significant contribution to meeting the world's demand
for electricity. In 1995, about 20% of the electrical power used in the
United States was generated at nuclear plants, many of them using reactors
provided by GE. An even greater percentage of the electricity needs of many
other nations is produced with nuclear power. The Nuclear Regulatory
Commission in the United States and similar regulatory bodies in other
countries have the ongoing responsibility for ensuring that nuclear
facilities operate safely.
The focus of GE's profitable nuclear business today is to provide high-
quality nuclear fuel and plant support services for utility customers. These
products and services are aimed at making existing nuclear plants run safely
and efficiently. Your Board also believes it is appropriate for GE to
participate in the development of advanced designs for nuclear generating
plants to support utility customers in areas of the world where a mix of
technologies will be necessary to supply a growing need for electrical
generating capacity.
Because GE's nuclear business continues to provide important products
and services for the Company's utility customers, your Board recommends a vote
against this proposal.
* SHARE OWNER PROPOSAL NO. 3
Patricia T. Birnie, 1302 W. Ajo Way, #313, Tucson, AZ 85713-5727, and other
filers, have notified GE that they intend to present the following proposal
at this year's meeting:
"Whereas GE has hundreds of highly trained nuclear energy engineers and
technicians;
"Whereas it is in the interest of public health and the environment that
we halt further generation of radioactive waste and develop responsible
methods for isolation of radioactive materials; and
"Whereas there will be enormous demand for expertise in decommissioning
nuclear facilities in the near future;
"Therefore be it resolved that GE management shall promote environmental
sustainability and expand business opportunities, by directing GE's nuclear
engineers and staff to try to help resolve problems of radioactive waste
isolation and develop technology for decommissioning all reactors and nuclear
fuel cycle facilities."
Supporting Statement: "We face a major crisis of growing quantities of
radioactive waste for which no method nor location exists to safely isolate
<PAGE>
32
this highly toxic material. In spite of nuclear industry claims that failure
to resolve the problem is merely political, objective scientists maintain
that no safe technical solution or location exists, at this time. The
nuclear industry has been generating radioactive waste for over 50 years; to
continue -- knowing that no safe solution or location exists for any of it -
- - is unconscionable.
"GE would perform a worldwide public service if it were to halt its own
promotion of nuclear power (stopping the generation of this major source of
radioactive waste) and apply the expertise of its nuclear engineers to try to
help resolve this most urgent problem.
"Waste isolation and decommissioning of nuclear facilities will provide
jobs for GE's engineers and thousands of people now needing jobs.
"Department of Energy documents show that more than 760 U.S. nuclear
reactors (civilian, research, university, and military) will need to be
decommissioned, many within the next few years. Uranium fuel fabrication
plants and other fuel cycle facilities, irradiators for medical supplies and
food, and other commercial radioactive facilities will also need to be
decommissioned. The worldwide market for these services is a great potential
for Company business.
"Radioactive pollution of the air, ground, and water that exists from
the routine operation of nuclear facilities (from planned as well as
accidental releases), transportation, and illegal dumping have increased the
level of 'background' radiation. Ingestion and inhalation of some of this
radioactivity are known causes of cancer and other life-shortening diseases
and many other grave health problems including damage to immune, reproductive
and neurological systems. The need to minimize further releases of radiation
cannot be overstated.
"General Electric has the expertise and prestige, and should feel the
responsibility to take leadership in efforts to resolve the radioactive waste
crisis."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
As discussed in the response to Share Owner Proposal No. 2, the focus of
GE's nuclear business today is to provide nuclear fuel and plant support
services to help utility customers operate their plants safely and
efficiently.
Under the Federal Nuclear Waste Policy Act of 1983, permanent storage of
spent fuel from the nation's nuclear generating facilities is the
responsibility of the U.S. Department of Energy. GE has decided that there is
no viable business opportunity for nuclear fuel storage at present.
Decisions on whether, and when, nuclear electrical generating plants
should be decommissioned are the responsibility of the utility companies which
operate them and the regulators. Under its current business strategy, the
Company does not plan to pursue the market for decommissioning services.
Because the Company does not currently intend to pursue market
opportunities in either nuclear fuel storage or decommissioning services, your
Board recommends a vote against this proposal.
<PAGE>
33
* SHARE OWNER PROPOSAL NO. 4
National Council of the Churches of Christ in the USA, 475 Riverside Drive,
Room 880, New York, NY 10115-0050, and other filers have notified GE that
they intend to present the following proposal at this year's meeting:
"Whereas, we believe U.S. companies have the responsibility wherever
they do business to pay employees a living sustainable wage, enabling them to
provide for themselves and their families.
"The economic crisis in Mexico, precipitated by the peso devaluation in
December, 1994, has further undermined the purchasing power of maquiladora
workers. Prior to the crisis, the average pay of a maquiladora worker was $30
to $50 for a 48 hour week. Today, as a result of a 1995 projected annual
inflation rate of 50%, workers' purchasing power has declined dramatically. We
believe that the modest wage increases suggested by the Mexican government of
7% in January 1995 and 12% in April 1995 do not adequately address the
workers' loss of purchasing power.
"A 1994 market basket study, using First Quarter, 1994 figures prior to
the devaluation, reveals a maquiladora worker worked 69.0 minutes to purchase
5 lbs. of rice, 113.2 minutes for cooking oil (48 oz.), 87.0 minutes for 1 lb.
of chicken, 142.9 minutes for a gallon of milk, and 69.8 minutes for one dozen
eggs ('Market Basket Survey', Ruth Rosenbaum, 1994).
"Pollution from the maquiladora industry is a bi-national problem which
threatens the health of citizens both in Mexico and the United States.
Hazardous waste pollutes rivers and aquifers and contaminates drinking water.
Accidental chemical leaks from plants or transportation vehicles carrying
hazardous materials impact both sides of the border.
"Resolved: The shareholders request the Board of Directors to initiate a
review of our company's maquiladora operations, including the adequacy of wage
levels and environmental standards and practices. A summary report of the
review and recommendations for changes in policies, programs and practices in
light of this review to be made available to shareholders within six months of
the 1996 meeting."
Supporting Statement: "The proponents of this resolution firmly believe
there is a need for strict, enforceable standards of conduct for corporations
operating around the world, including Mexico. We believe corporations should
protect the environment and pay sustainable community wages which are
significantly higher than the marginal survival wages paid in the
maquiladoras. We define a sustainable community wage as one that allows a
worker to meet basic needs, set aside money for future purchases and earn
enough discretionary income to participate in support of the development of
small businesses in a local community ('Market Basket Survey').
"It is essential that our company regularly review its environmental
performance, as well as its wages and benefits policies, including average
wages paid to employees, how these compare to the local cost of living and
poverty level, and the level of profit sharing with employees (required by
Mexican law).
<PAGE>
34
We propose that the reviews utilize an ongoing market basket survey to
determine sustainable wage purchasing power. Our company should consider
additional ways to support environmentally sound sustainable development in
the communities where it operates."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
GE is committed to operating its maquiladora (or maquila) facilities in
compliance with all applicable Mexican laws and regulations and in accordance
with GE's policies and procedures. GE's maquila facilities benefit their
employees because they provide wages which are fair and competitive for the
region. These facilities also provide quality training, work and benefits.
GE constantly reviews the working conditions and environmental
performance of its maquila facilities in light of applicable law and
regulation and GE's policies and procedures, in order to advance the Company's
goals of providing fair and competitive wages and following sound
environmental practices.
Because it believes that the Company's continuous review process is
sufficient, your Board recommends a vote against this proposal.
* SHARE OWNER PROPOSAL NO. 5
Medical Mission Sisters Office for Responsible Investment, 20 Belgrade
Avenue, Room 6, Roslindale, MA 02131, and other filers have notified GE that
they intend to present the following proposal to this year's meeting.
"Whereas, our company, as a major global corporation, faces an
increasing number of complex problems which also affect our interests as
shareholders. The international context within which our company operates is
very different as we approach the year 2000.
"Companies operating in the global economy are faced with important
concerns arising from diverse cultures and political and economic contexts
which force management to address issues beyond the traditional business
focus. These concerns include human rights, just wages and safe working
conditions, freedom of association, nondiscrimination, child and forced labor,
the environment, and sustainable community development.
"We believe global companies need to develop comprehensive codes of
conduct or standards to guide the formulation of company policies, programs
and practices to address the new challenges they face in the global
marketplace. In fact many companies are doing just this and revising their
traditional codes or guidelines to meet these new realities. In addition,
hundreds of companies have created a special set of global environmental
standards to guide their operations.
"For example, our company needs to develop and implement clear
guidelines for its maquiladora operations in Mexico, where its employees are
receiving marginal survival wages. Our company should assure shareholders that
its employees are paid a sustainable community wage which enables them to meet
basic needs, set aside money for future purchases and earn enough discretional
income to participate in support of the development of small businesses in
<PAGE>
35
a local community. Improving the quality of life for employees and their
communities can lead to productivity and enhance the bottom line for the
company.
"Resolved, the shareholders request the Board of Directors to review or
amend, where applicable, its code or standards for its international
operations and to report a summary of this review to shareholders by September
1996."
Supporting Statement: "We recommend the review include the following
areas:
"1. To study wages to its employees at a sustainable community wage level,
measured in terms of real purchasing power, and paying equal salaries for
equal work regardless of gender, age, race, religion, class or culture.
"2. To investigate whether the company implements employment practices in
all its operations which respect employees' rights to freedom of
association, labor organization, collective bargaining and is non-
discriminatory in employment.
"3. To describe ways to protect human rights - civil, political, social
and economic - consistent with respect for human dignity and international
human rights standards.
"4. To establish high standards for worker health and safety, and promote
a fair and dignified quality of life for workers and their communities.
"5. To improve local infrastructure in communities where plants are
located, such as, housing, potable water, sewers, child care, upgrading
management and mechanical skills of workers.
"6. To review other categories that the company believes are essential to
its global operations.
"We believe a company poised to compete in the 21st Century should have
clear global standards to guide them."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
As a global company, GE is committed to operating in every country where
it does business in full compliance with all applicable laws and in accordance
with Company policies regarding such matters as business standards;
environment, health and safety; and fair treatment of employees. GE's business
leaders have the responsibility to continually review and apply these policies
in all locations in which they operate. To achieve these goals, GE has adopted
a code of conduct and implemented a substantial and ongoing global education
effort - including, for example, translating its code of conduct and policies
into 22 languages - to assure that employees and managers understand both the
spirit and letter of these requirements. A global, multi-language network of
helplines and ombudspersons has also been established so that employees can
raise concerns and have them promptly addressed with care and respect.
Because ensuring compliance with applicable law and the Company's ethics
policies in the context of its global operations is an important, ongoing
responsibility of management, your Board recommends a vote against this
proposal.
<PAGE>
36
* SHARE OWNER PROPOSAL NO. 6
The Presbyterian Church (USA), 100 Witherspoon Street, Louisville, KY
40202-1396, and other filers have notified GE that they intend to present
the following proposal at this year's meeting:
"Whereas, GE owns NBC, and is responsible for its programs;
"Whereas, we believe NBC has cut back substantially on its programs for
young children, and has not promoted good citizenship systematically in the
few such programs that remain;
"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,
has been proven to increase aggressiveness and reduce compassion in viewers,
especially children;
"Whereas, the Federal Government may find it necessary to regulate the
more obvious abuses of broadcaster responsibility to the viewing public, if
the broadcasters fail to exercise self-discipline effectively; and
"Whereas, NBC's continuing neglect of its youngest audience, its
hesitancy to implement fully its Program Standards, and its reticence to limit
significantly the dramatizations of illegal violent acts are likely to affect
adversely its public image and profitability;
"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, and its effect on our culture and our people? Now
you can do something positive about it.
"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, even graphic in nature, happens far too often on NBC's airwaves,
sometimes without indication of its consequences or remorse by its
<PAGE>
37
perpetrators. Violence is paraded 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 initiate such a review. This is the first
step toward a reduction of violence which negatively affects children, and the
creation of more programming which will influence children positively. We ask
for your support."
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, among other
things, 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. 7
William J. Freeda and Susan Freeda, 58 Ruth Court, Wantagh, NY 11793-1904,
have notified GE that they intend to present the following proposal at this
year's meeting:
"Be it resolved: That the shareholders of General Electric Company
('Company') request that the Board of Directors in the future refrain from
providing pension or other retirement benefits to non-employee or outside
Directors unless such benefits are specifically submitted to the shareholders
for approval."
Stockholder's Statement in Support: "The Board of Directors should play
a vital and independent role in helping to determine overall corporate policy
and strategic direction. They should actively monitor senior management in
faithfully implementing these policies. In their capacity on the Board,
Directors owe their fundamental allegiance to the shareholders of the company
- - the owners who elect them, and not to management.
"We believe, however, that certain business or financial relationships
can adversely affect the ability of Directors to function in their appropriate
<PAGE>
38
oversight role. This is especially critical for so-called outside or
independent Directors who are not employee/Directors and who should bring a
certain arms-length objectivity to Board deliberations. According to the
Company's most recent proxy statement '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 retainer is now a generous $50,000. Directors are also paid a fee of
$1,400 for each Board meeting and for each Board Committee meeting attended
and a travel allowance for attendance at Board meetings.
"While non-employee or outside Directors should be entitled to
reasonable compensation for their time and expertise, we are of the opinion
that additional layers of compensation in the form of retirement benefits,
which are 100 percent of the Director's base compensation, has the pernicious
effect of compromising their independence and impartiality. It is our view
that such generous and unnecessary extra compensation for outside Directors of
the Company is management's way to insure their unquestioning loyalty and
acquiescence to whatever policy management initiates. Accordingly, when viewed
from this perspective, these types of retirement benefits become yet another
device to enhance and entrench management's control over corporate policy
while being accountable only to themselves, and not to the company's owners.
We believe that this additional layer of compensation to Directors may
influence their ability to exercise that degree of independence from
management which is critical to the proper functioning of the Board.
"Because of our strong concern for maximizing the ability of Boards of
Directors to act in a shareholder's interest, we feel that the long-term best
interests of the Company are not well-served by such retirement policies. The
vast preponderance of Directors at various corporations are undoubtedly
covered by generous retirement policies at their principal place of
employment, and they need not be 'double-dipping' at this Company or any
others."
"We urge your support for this Proposal."
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
As one of the world's largest and most diverse companies, GE provides an
overall level and mix of non-employee director compensation and benefits, as
described on pages 13 and 14, in order to consistently attract individuals
with broad perspectives and relevant experience to serve on your Board, to
fairly compensate them for the service they provide to the share owners, and
to align their interests with the long-term interests of the share owners. For
example, the Stock Option Plan for Non-Employee Directors, which the share
owners approved in 1989, provides an incentive and reward to the directors for
increases in the price of the Company's stock because the options have no
value whatsoever to the directors unless the stock price increases above the
<PAGE>
39
price on the date the options were granted. Also, the Company, as part of
the overall compensation and benefit program, provides a retirement plan for
directors. This plan gives directors an equitable benefit in return for
extended service to the Company.
Because the superior long-term increases in share owner value depicted
in the performance graphs on pages 22 and 23 show the results of the long-term
commitment by your directors and management to the interests of share owners,
and indicate that the Company's overall compensation and benefit programs for
both directors and management are achieving their goals, your Board recommends
a vote against this proposal.
* SHARE OWNER PROPOSAL NO. 8
The Domestic and Foreign Missionary Society of the Protestant Episcopal
Church in the United States of America, Episcopal Church Center, 815 Second
Avenue, New York, NY 10017-4594, and other filers have notified GE that they
intend to present the following proposal at this year's meeting:
"Whereas the Equal Credit Opportunity Act (ECOA) prohibits lenders from
discriminating in any aspect of a credit transaction with regard to race or
color, religion, national origin, sex, marital status, or age.
"Whereas a lender can be in violation of the ECOA when it applies a
policy or practice equally to credit applicants, but the policy or practice
has a disproportionately adverse impact on applicants from a group protected
from discrimination. Such a policy or practice is described as having a
'disparate impact' and can only be justified on necessary business grounds.
"Whereas several lenders have entered into agreements with the Justice
Department arising out of possible lending discrimination, including Chevy
Chase Federal Savings Bank and Shawmut Mortgage Company. The former opened a
new branch in Washington (D.C.) and the latter adopted new underwriting
standards and agreed to pay damages of $10,000 to $15,000 to minority loan
applicants unfairly denied credit.
"Whereas, CANICCOR has analyzed the 1993 Home Mortgage Disclosure Act
data for all subsidiaries of the corporation and has found it to be 43 percent
below the industry level in lending to Black borrowers, 39 percent below the
industry level in lending to Hispanic borrowers, and 34 percent below the
industry level in lending to low-income borrowers.
"Whereas we believe our corporation has a duty and a business
opportunity to incorporate all its financial subsidiaries in a coherent
corporate-wide program which would insure its compliance with the ECOA.
"Be it resolved that the shareholders request the Board of Directors to
develop an overall Fair Lending Policy which includes all financial
subsidiaries of the corporation with a general program goal of achieving at
least the industry level of lending to each major disadvantaged group and to
report annually to shareholders on its achievements."
<PAGE>
40
Supporting Statement: "We believe fair lending not only raises the
quality of life in communities but also is good business.
"Richard M. Rosenberg, CEO of BankAmerica, stated at the 17th Annual
Real Estate and Economics Symposium (December 1994): '... we believe a long-
term, sustainable community reinvestment program does benefit the corporation
and its shareholders. ... Businesses that learn how to meet this demand
profitably, and integrate it into their business lines, will gain a tremendous
competitive advantage. ... So we developed a home loan program that considered
employment and credit histories in new ways. ... This nontraditional
underwriting was a measured risk we took to serve an underserved market - low-
and moderate-income individuals and low-income communities. Since its
introduction, it has generated $6 billion in home loans, and now accounts for
50 percent of all our home loan originations in California. ... Frankly, we
have been pleasantly surprised with how well they perform. In fact, when we
compare the delinquency and foreclosure rate of (this) portfolio with our
conventional home loans, it is about two-thirds lower - even during a period
when residential real estate was falling in value.'"
YOUR BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
The Company's lending and credit businesses are conducted through GE
Capital, which provides a broad and diverse range of lending and financial
services in many segments of the domestic and international capital markets.
These businesses are fully committed to complying with the Equal Credit
Opportunity Act (ECOA) and other applicable credit protection laws. For many
years, GE Capital has had a formal written policy which implements that
commitment and makes its employees and business leaders responsible for
conducting its activities in compliance with the requirements of those laws.
Moreover, GE Capital's residential mortgage lending business has initiatives
in place to increase the number of minority applications and to ensure that
all applicants, including minority applicants, receive the benefit of
available underwriting standards. For example, the Home Mortgage Disclosure
Act data show a consistent increase in the number of residential mortgage loan
applications received by GE Capital from minority applicants since 1992, and
the 1994 data show that the percentage of such applications approved by GE
Capital in that year was significantly higher than the industry average.
Because GE Capital has policies in place reflecting its commitment to
comply with applicable credit protection laws, and is implementing programs
and services to address the credit needs of all loan applicants in the markets
which it serves, your Board recommends a vote against this proposal.
<PAGE>
41
OTHER MATTERS
* SHARE OWNER PROPOSALS FOR 1997
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 6, 1996, 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 6, 1996, will be
eligible to vote at the meeting. The voting securities of GE consist of its
$0.32 par value common stock, of which 1,663,051,612 shares were outstanding
on January 31, 1996. 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 14 nominees for director receiving a plurality of the votes cast at the
meeting in person or by proxy shall be elected. The Proposed 1996 Stock
Option Plan for Non-Employee Directors requires for approval a favorable
vote in person or by proxy of a majority of outstanding shares eligible to
vote. All other matters require for approval the favorable vote of a
majority of shares voted at the meeting in person or by proxy. Abstentions
and broker non-votes will not be counted as votes for the Proposed 1996
Stock Option Plan for Non-Employee Directors. However, as they will not be
treated as votes cast under New York law, they will have no effect on the
outcome of the other matters to be voted on at the meeting.
* 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
<PAGE>
42
Proposed 1996 Stock Option Plan for Non-Employee Directors; 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, other electronic means, or in person, and solicitation costs will
be paid by GE. Copies of proxy material and of the Annual Report for 1995
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 $20,000,
plus distribution costs and other costs and expenses.
March 6, 1996
<PAGE>
43
EXHIBIT A: PROPOSED 1996 STOCK OPTION PLAN FOR NON-EMPLOYEE DIRECTORS
1. PURPOSE
The purpose of this 1996 Stock Option Plan for Non-Employee Directors (the
"Plan") of General Electric Company (the "Company") is to increase the
ownership interest in the Company of non-employee directors whose services
are considered essential to the Company's continued progress and to provide
a further incentive to serve as a director of the Company.
2. ADMINISTRATION
The Plan shall be administered by a committee consisting of directors who
are not eligible to participate in the Plan (the "Committee"). Subject to
the provisions of the Plan, the Committee shall be authorized to interpret
the Plan, to establish, amend, and rescind any rules and regulations
relating to the Plan, and to make all other determinations necessary or
advisable for the administration of the Plan; provided, however, that the
Committee shall have no discretion with respect to the eligibility or
selection of directors to receive options under the Plan, the number of
shares of stock subject to any such options or the Plan, or the purchase
price thereunder, and provided further that the Committee shall not have the
authority to take any action or make any determination that would materially
increase the benefits accruing to participants under the Plan. The
determination of the Committee in the administration of the Plan, as
described herein, shall be final and conclusive and binding upon all persons
including, without limitation, the Company, its share owners and persons
granted options under the Plan. The Secretary of the Company shall be
authorized to implement the Plan in accordance with its terms and to take
such actions of a ministerial nature as shall be necessary to effectuate the
intent and purposes thereof. The validity, construction, and effect of the
Plan and any rules and regulations relating to the Plan shall be determined
in accordance with the laws of the State of New York.
3. PARTICIPATION IN THE PLAN
Directors of the Company who are not employees of the Company or any
affiliate of the Company shall be eligible to participate in the Plan
("Eligible Directors").
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 7, an aggregate of 350,000
shares of Company common stock ("Stock") shall be available for issuance
upon the exercise of options granted under the Plan. The shares of Stock
deliverable upon the exercise of options may be made available from
authorized but unissued shares or shares reacquired by the Company,
including shares purchased in the open market or in private transactions. If
any option granted under the Plan shall expire or terminate for any reason
without having been exercised in full, the shares subject to, but not
delivered under, such option may again become available for the grant of
<PAGE>
44
other options under the Plan. No shares deliverable to the Company in full
or partial payment of the purchase price payable pursuant to paragraph f. of
Section 6 shall become available for the grant of other options under the
Plan.
5. NON-STATUTORY STOCK OPTIONS
All options granted under the Plan shall be non-statutory options not
intended to qualify under Section 422A of the Internal Revenue Code of 1986,
as amended.
6. TERMS, CONDITIONS AND FORM OF OPTIONS
Each option granted under this Plan shall be evidenced by a written
agreement which shall comply with and be subject to the following terms and
conditions:
a. OPTION GRANT DATES. Options to purchase 3,000 shares of Stock (as
adjusted pursuant to Section 7) shall be granted automatically to each
Eligible Director on the last trading day of Stock on the New York
Stock Exchange in each January from 1997 through 2003.
b. PURCHASE PRICE. The purchase price per share of Stock for which each
option is exercisable shall be 100% of the fair market value per share
of Stock on the date the option is granted, which shall be the closing
per-share price of the Stock based upon its consolidated trading as
generally reported for New York Stock Exchange listed stocks.
c. EXERCISABILITY AND TERM OF OPTIONS. Each option granted under the Plan
will become exercisable and mature in four equal installments,
commencing on the first anniversary of the date of grant and annually
thereafter. Each option granted under the Plan shall expire ten years
from the date of the grant, except as hereinafter provided.
d. TERMINATION OF SERVICE. In the event of the termination of service on
the Board by an Eligible Director, other than by reason of retirement,
total and permanent disability or death, the then outstanding options
of such director may be exercised only to the extent that they were
exercisable on the date of such termination and shall expire three
months after such termination, or on their stated expiration date,
whichever occurs first. For purposes of this Plan, the term "by reason
of retirement" shall mean (i) mandatory retirement pursuant to Board
policy, or (ii) termination of service at a time when the holder would
be entitled to a retirement benefit under the Company's Directors'
Retirement and Optional Life Insurance Plan.
e. RETIREMENT, DISABILITY OR DEATH. In the event of termination of
service on the Board by reason of retirement (as defined above) or the
total and permanent disability or death of an Eligible Director, each
of the then outstanding options of such director shall become
immediately exercisable and shall expire five years after such
termination, or on the stated expiration date, whichever occurs first.
However, in the event that a director should die less than two years
before the expiration date of any such director's then outstanding
options, the expiration date for such options shall be extended until
two years after the director's death.
<PAGE>
45
f. PAYMENT. Options may be exercised only upon payment to the Company in
full of the purchase price of the shares to be delivered. Such payment
shall be made in cash or in Stock, or in a combination of cash and
Stock. The sum of the cash and the fair market value of such Stock
shall be at least equal to the aggregate purchase price of the shares
to be delivered.
7. ADJUSTMENT UPON CHANGES IN STOCK
If there shall be any change in the Stock subject to the Plan or to any
option granted thereunder through merger, consolidation, reorganization,
recapitalization, stock dividend, stock split, exchange of stock or other
change in the corporate structure, appropriate adjustments shall be made in
the aggregate number and kind of shares or other securities or property
subject to the Plan, and the number and kind of shares or other securities
or property subject to outstanding and to subsequent option grants and in
the purchase price of outstanding options to reflect such changes.
8. LIMITATION ON TRANSFERABILITY OF OPTIONS
Except to the extent then permitted under Rule 16b-3 promulgated by the
Securities and Exchange Commission under the Securities Exchange Act of
1934, as amended, or any successor rule or regulation thereto, each option
and all rights thereunder shall be non-assignable and non-transferable other
than by will or the laws of descent and distribution and shall be
exercisable during the holder's lifetime only by the holder or the holder's
guardian or legal representative.
9. LIMITATION OF RIGHTS
a. NO RIGHT TO CONTINUE AS A DIRECTOR. Neither the Plan, nor the granting
of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express
or implied, that the director has a right to continue as a director
for any period of time, or at any particular rate of compensation.
b. NO SHARE OWNERS' RIGHTS FOR OPTIONS. An optionee shall have no rights
as a share owner with respect to the shares covered by options granted
hereunder until the date of the issuance of a stock certificate
therefor, and no adjustment will be made for dividends or other rights
for which the record date is prior to the date such certificate is
issued.
10. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective immediately following approval by the share
owners at the 1996 Annual Meeting of Share Owners. The period during which
option grants shall be made under the Plan shall terminate on February 1,
2003 (unless the Plan is extended or terminated at an earlier date by share
owners) but such termination shall not affect the terms of any then
outstanding options.
11. AMENDMENT, SUSPENSION OR TERMINATION OF THE PLAN
The Board of Directors may suspend or terminate the Plan or revise or amend
it in any respect whatsoever; provided, however, that without approval of
the share owners, no revision or amendment shall change the selection or
<PAGE>
46
eligibility of directors to receive options under the Plan, the number of
shares of Stock subject to any such options or the Plan, the purchase price
thereunder, or materially increase the benefits accruing to participants
under the Plan.
12. NOTICE
Any written notice to the Company required by any of the provisions of this
Plan shall be addressed to the Secretary of the Company and shall become
effective when it is received.
13. USE OF PROCEEDS
Proceeds from the sale of Stock pursuant to options granted under the Plan
shall constitute general funds of the Company.
14. FRACTIONAL SHARES
No fractional shares of Stock shall be issued pursuant to options granted
hereunder, but in lieu thereof, the cash value of such fraction shall be
paid.
<PAGE>
1996 ANNUAL MEETING OF SHARE OWNERS
10:00 A.M., EDT, APRIL 24, 1996
CHARLOTTESVILLE PERFORMING ARTS CENTER
1562 DAIRY ROAD
CHARLOTTESVILLE, VIRGINIA 22903
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
<PAGE>
[GE Logo] PROXY FORM
PROXY SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING OF
SHARE OWNERS, APRIL 24, 1996
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 1996 Annual Meeting of Share Owners and any adjournments thereof.
THE PROXIES SHALL VOTE SUBJECT TO THE DIRECTIONS INDICATED ON THE REVERSE SIDE
OF THIS CARD AND PROXIES ARE AUTHORIZED TO VOTE IN THEIR DISCRETION UPON OTHER
BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY ADJOURNMENTS OR
POSTPONEMENTS THEREOF. THE PROXIES WILL VOTE AS THE BOARD OF DIRECTORS
RECOMMENDS WHERE A CHOICE IS NOT SPECIFIED.
The nominees for Director are: D. Wayne Calloway, Silas S. Cathcart, Dennis
D. Dammerman, Paolo Fresco, Claudio X. Gonzalez, Robert E. Mercer, Gertrude G.
Michelson, John D. Opie, Roger S. Penske, Barbara Scott Preiskel, Frank H. T.
Rhodes, Andrew C. Sigler, Douglas A. Warner III, and John F. Welch, Jr.
FOR PARTICIPANTS IN GE'S SAVINGS AND SECURITY PROGRAM (S&SP):
IN ACCORDANCE WITH THE TERMS OF THE SAVINGS AND SECURITY PROGRAM (S&SP), ANY
SHARES HELD IN THE SHARE OWNER'S S&SP ACCOUNT ON THE RECORD DATE WILL BE VOTED
BY THE TRUSTEES OF THE S&SP TRUST IN ACCORDANCE WITH THE INSTRUCTIONS
INDICATED ON THE REVERSE, AND IN ACCORDANCE WITH THE JUDGMENT OF THE TRUSTEES
UPON OTHER BUSINESS AS MAY PROPERLY COME BEFORE THE MEETING AND ANY
ADJOURNMENTS OR POSTPONEMENTS THEREOF. IF NO INSTRUCTIONS ARE PROVIDED OR IF
THIS CARD IS NOT RECEIVED ON OR BEFORE APRIL 22, 1996, SHARES HELD IN THE
SHARE OWNER'S S&SP ACCOUNT WILL BE VOTED IN ACCORDANCE WITH THE
RECOMMENDATIONS OF GE'S BOARD OF DIRECTORS.
INSPECTORS OF ELECTION
P.O. BOX 20190
NEWARK, NJ 07101-9759
<PAGE>
[GE Logo] PROXY FORM
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS A, B AND C.
A. Election of Directors
For Withhold
All [ ] for All [ ] Exceptions [ ]
Exceptions _______________________________________________
INSTRUCTIONS: To withhold authority to vote for any individual
nominee(s), mark the exception box and write the person(s) name(s) on the
space provided above.
B. KPMG Peat Marwick LLP as Independent Auditors.
For [ ] Against [ ] Abstain [ ]
C. Proposed 1996 Stock Option Plan for Non-Employee Directors.
For [ ] Against [ ] Abstain [ ]
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" THE SHARE OWNER PROPOSALS 1
THROUGH 8.
1. Prior Government Service
For [ ] Against [ ] Abstain [ ]
2. GE's Nuclear Power Business
For [ ] Against [ ] Abstain [ ]
3. Radioactive Waste and Decommissioning
For [ ] Against [ ] Abstain [ ]
4. Maquiladoras
For [ ] Against [ ] Abstain [ ]
5. Global Corporate Standards
For [ ] Against [ ] Abstain [ ]
6. NBC Programming
For [ ] Against [ ] Abstain [ ]
7. Retirement Plan for Non-Employee Directors
For [ ] Against [ ] Abstain [ ]
8. Equal Credit Opportunity
For [ ] Against [ ] Abstain [ ]
If you do not wish to receive an
Annual Report for this account, please
mark this box. [ ]
To include any comments please mark
this box and use reverse side. [ ]
To change your address please mark
this box and correct at left. [ ]
(When signing as attorney, executor, administrator, trustee or guardian, give
full title. If more than one trustee, all should sign.)
Dated: ____________________________, 1996
_________________________________________
Signature of Share Owner
_________________________________________
Signature of Share Owner
PLEASE DATE, SIGN AND RETURN PROMPTLY IN THE ACCOMPANYING ENVELOPE.
VOTE MUST BE INDICATED [X] IN BLACK OR BLUE INK.
<PAGE>
[GE Logo]
General Electric Company
3135 Easton Turnpike,
Fairfield, CT 06431
April 5, 1996
Dear Share Owner:
We have not, as yet, received your proxy for GE's Annual Meeting
of Share Owners to be held on April 24.
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
