Share Owner Proposal No. 8
The Teamsters Affiliates Pension Plan, 25 Louisiana Ave., N.W., Washington, D.C. 20001, has
notified GE that it intends to submit the following proposal at this year's meeting:
"Resolved: That the shareholders of General Electric Company ('GE'
or the 'Company') urge the Board of Directors to seek shareholder approval for future
severance agreements with senior executives that provide benefits in an amount exceeding
2.99 times the sum of the executive's base salary plus bonus. 'Severance pay' means '
payment by an employer to employee beyond his or her base pay and bonus upon termination
of his or her employment.' 'Future severance agreements' include employment agreements
containing severance provisions; retirement agreements; and agreements renewing,
modifying or extending existing such agreements. 'Benefits' include lump-sum cash
payments (including payments in lieu of medical and other benefits) and the estimated
present value of periodic retirement payments, fringe benefits and consulting fees
(including reimbursable expenses) to be paid to the executive.
"Supporting Statement: GE' s chief executive officer, Jeffrey Immelt,
does not have an employment or other agreement with GE specifying the severance he would
be entitled to receive upon termination of his employment. In the wake of the expensive
departures of CEOs such as Jill Barad of Mattel (package worth over $40 million) and
Stephen Hilbert of Conseco (package worth $72 million) both of whom were guaranteed
generous severance packages in their employment agreements Mr. Immelt' s lack of an
employment agreement might seem beneficial for GE and its shareholders.
"However, the lack of an employment agreement means there is no ceiling
on what the Board may agree to pay in the event it seeks to terminate Mr. Immelt' s employment.
We believe that requiring shareholder approval of any agreement whether entered into ahead of
time or at the time of termination may have the beneficial effect of insulating the Board
from manipulation in the event a senior executive's employment must be terminated by the
Company.
"Because it is not always practical to obtain prior shareholder approval,
the Company would have the option, if it implemented this proposal, of seeking approval after
the material terms of the agreement were agreed upon. Institutional investors such as the
California Public Employees Retirement System recommend shareholder approval of these types
of agreements in their proxy voting guidelines. The Council of Institutional Investors favors
shareholder approval if the amount payable exceeds 200% of the senior executive's annual
base salary. Institutional Shareholder Services' proxy voting guidelines generally favor
proponents when they call for shareholder approval on compensation exceeding 2.99 times
the sum of the executive's base salary plus bonus.
"For these reasons we urge shareholders to vote FOR this proposal."
Your Board of Directors recommends a vote AGAINST this proposal.
GE as a matter of business philosophy does not enter into severance
agreements when it hires or promotes its senior executives. GE senior executives serve at
the will of the Board. At this time, no GE senior executive has an employment agreement of
any type. This enables the Company to remove a senior executive prior to retirement whenever
it is in the best interests of the Company. On the rare occasion when GE chooses to separate
a senior executive, the Company needs to exercise its business judgment in developing an
appropriate separation arrangement in light of all relevant circumstances including the
individual's term of employment, past accomplishments, and reasons for separation from
the Company. Your Board does not believe that a mechanical formula should govern these
rare case-by-case determinations, and therefore recommends a vote against this proposal.
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