Washington, D.C. 20549


Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

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(as permitted by Rule 14a-6(e)(2))  
Soliciting Material under § 240.14a-12


General Electric Company
(Name of Registrant as Specified In Its Charter)

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Commencing on or after March 24, 2016, General Electric Company sent the following communication to certain shareowners.



      1.       Significant Board refreshment (3 new directors & 3 retiring directors in 2016) & new director term limit policy – see “How We Think About Board Refreshment” (p. 2) & “How We Refresh the Board” (p. 17)

For 2016, 3 new directors & 3 retiring directors … adopted new 15-year term limit policy for independent directors in September 2015

Over the last 5 years, 8 new directors & 8 retiring directors … resulting in 57% Board refreshment since 2011

      2.       Expanded disclosure to provide glimpse inside GE Boardroom – see “Board Rhythm,” “A Typical GE Board Meeting” & the “Recent Focus Areas” call-out boxes for the full Board/committees (p. 4) as well as “An Active & Engaged Board” & “Independent Board Leadership” (p. 1)

Annual Board rhythm

A typical Board meeting schedule

Recent Board & committee focus areas

      3.       Realigned Board committees to reflect changes in GE’s strategy – see “Committee Changes Reflect Strategic Shift” (p. 20)

Expansion of Technology & Industrial Risk Committee (formerly the Science & Technology Committee) reflects our increased investment in software/analytics with the launch of GE Digital

GE Capital Committee (formerly the Risk Committee) refocused specifically on risks from our remaining financial services businesses, consistent with the GE Capital exit plan

Executive/Director Compensation

      4.       GE outperformed, but bonus pool funded at only “near target” levels – see “CEO Compensation Aligns With Performance” (p. 33) & “How Our Incentive Compensation Plans Paid Out in 2015” (p. 30)

GE had one of the best performance years in its history:

GE’s 1-, 3- and 5-year TSR outperformance versus the S&P 500 and Industrial Select Sector Index

Our unprecedented portfolio changes (launch and substantial execution of the $200 billion GE Capital exit plan, $20 billion split-off of Synchrony Financial and $10 billion acquisition of Alstom)

Record $33 billion returned to shareowners

Notwithstanding this performance, the company’s overall bonus pool was funded at only 103% of target, evidencing the challenging nature of our incentive compensation performance targets

      5.       More detail on incentive compensation plan operation & alignment with our investor frameworks – see “Aligning Pay With Performance” (p. 6) & “2016-2018 LTPAs” (p. 38)

Explains how our new more formulaic bonus program as well as our long-term performance award (LTPA) and performance share unit (PSU) programs operated/paid out & how the performance goals aligned with our investor frameworks

Adds voluntary, forward-looking disclosure of our new LTPA program for 2016-2018, including the performance goals and threshold/maximum performance levels

      6.       Adjustments to bonus & LTPA to keep performance targets relevant amidst strategic shifts see “How the Compensation Committee Adjusted Performance Metrics” (pp. 30 and 33)

In light of the significant shift in strategy this past year, it was important for the Management Development & Compensation Committee to adjust our incentive compensation programs so that they continued to provide active incentives; for a discussion of the adjustments, see pages 30 and 33

Our Lead Director explains why it was important for the Board to adjust performance goals in “Q&A With Our Lead Director” (p. 1)

      7.       Eliminated director charitable award program – see “Changes to Director Compensation” (p. 50)

Our legacy program allowed directors to designate charities that would receive a $1 million contribution from GE upon the director’s retirement

We closed the program to directors who join the Board after 2015


      8.       New disclosure on the selection of KPMG’s lead engagement partner – see “Rotation of Key Audit Partners and Audit Firms” (p. 54)

Explains the Audit Committee’s role in overseeing the process

Complements our existing significant voluntary disclosure on the KPMG engagement process

Other Disclosure Enhancements

      9.       First-ever integrated summary report: boils 350+ pages of reporting down to 65 pages www.ge.com/ar2015/integrated-report

Combines in one concise document the most important information from our proxy statement, annual report & sustainability website

The full documents, which contain additional detail, are still available online

      10.       New online proxy – www.ge.com/proxy    

Interactive & mobile-friendly

Features 5 videos with our Lead Director on critical board oversight topics: capital allocation, proxy access, succession planning, term limits & compensation plan changes