Current Executive Offices
(through August 2016)
3135 Easton Turnpike
Fairfield, CT 06828

New Executive Offices
(effective September 2016)
33-41 Farnsworth Street
Boston, MA 02210

WHY ARE WE SENDING YOU THESE MATERIALS?

Beginning on March 14, 2016, we are making these materials available to you in connection with GE’s solicitation of proxies, on behalf of its Board of Directors, for the 2016 Annual Meeting of Shareowners.

WHAT DO WE NEED FROM YOU?

Please read these materials and submit your vote and proxy by telephone, mobile device, the Internet, or, if you received your materials by mail, you can also complete and return your proxy card or voting instruction form.

WHERE CAN YOU FIND MORE INFORMATION?

Check out our interactive, mobile-friendly online proxy & annual report as well as our new integrated summary report

www.ge.com/proxy www.ge.com/annualreport www.ge.com/ar2015/     integrated-report

See our proxy website (www.ge.com/proxy) for a video Q&A with our Lead Director

AN ACTIVE & ENGAGED BOARD

Recruited 8 new directors over last 5 years, including 3 new nominees for 2016

BOARD ACCOUNTABILITY TO INVESTORS

Annual director elections with majority voting standard

Proxy access at 3%, 3 years, 20% of Board

Annual Board review of investor views & feedback

Periodic independent director meetings with investors

INDEPENDENT BOARD LEADERSHIP

3X/year
meetings in executive session
without management present

50+
committee meetings in 2015
(all committees are independent)

2X+/year
visits to GE businesses
by each director

annual
assessment of Board
leadership structure

DIRECTOR QUALIFICATIONS

16 (100%)
leadership

12 (75%)
global

10 (63%)
industry

10 (63%)
finance

7 (44%)
talent development

5 (31%)
investor

5 (31%)
technology

4 (25%)
risk management

3 (19%)
government

2 (13%)
marketing

HOW WE THINK ABOUT BOARD REFRESHMENT

term limits

retirement age

annual Board evaluation

8 new directors & 8 retired directors over last 5 years

DIVERSITY OF BACKGROUND

INDEPENDENCE

94% independent (all director nominees except CEO)

81% of current directors meet heightened independence standards for Audit, Compensation or Governance Committees

50% with 5 years or less

75% with 10 years or less

GE POLICY: all non-management directors must be independent

GE POLICY: balanced mix of both deep GE knowledge & new perspectives

BOARD SIZE

2016 BOARD REFRESHMENT

AGE DIVERSITY

Chair: Sandy Warner
2015 meetings: 16

Recent focus areas

Accounting, controls & disclosure for GE Capital exit plan

Alstom integration, including compliance

New revenue recognition standard

Chair: Shelly Lazarus
2015 meetings: 4

Recent focus areas

Board refreshment & recruiting new directors

New director term limit policy

Implementation of proxy access

Members: Brennan, Hockfield, Jung, Lazarus, Tisch, Warner
Oversees: director recruitment, corporate governance, sustainability, political spending

Chair: Jack Brennan

Recent focus areas

Operation of new annual cash incentive program for 2015

Implementation of new long-term equity incentive program for senior executives

Impact of GE Capital exit plan on compensation

2015 meetings: 10
Members: Brennan, Cash, Dekkers, Jung, Lane, Rohr, Warner
Oversees: succession planning, CEO & senior executive performance evaluations & compensation

Chair: Geoff Beattie
2015 meetings: 21

Recent focus areas

Risk oversight of execution of GE Capital exit plan, Synchrony exchange offer & GE Capital reorganization

Capital planning & liquidity

Members: Beattie, Brennan, Rohr, Schapiro
Oversees: GE Capital, risk management & governance frameworks, risk appetite

Chair: Susan Hockfield
2015 meetings: 4

Recent focus areas

R&D funding

Launch of GE Digital

Product management & technology

Members: Cash, D’Souza, Dekkers, Hockfield, Jung, Mulva
Oversees: technology, software & innovation strategies & investments/initiatives, R&D

$3.8M
Base salary
(same as 2014)

$5.4M
Cash bonus (100% of
target, same as 2014) 
 

200K
PSUs (same as 2014)

600K
options (up from
500K in 2014)

TOTAL COMPENSATION ANALYSIS

5%

11%

Adjusted
SEC total

14%

Stronger GE stock price performance (drove 70% higher accounting value for PSUs)

ACCOUNTABILITY

Significant portion of compensation tied to GE’s operating and/or stock price performance 83% of compensation at risk in 2015

Balanced approach to compensation CEO declined $11.7M LTPA payout and two bonuses over the last 10 years

Substantial stock ownership 1.02M+ GE shares purchased since 2001

OUTPERFORMED ON TSR

WHAT WE ARE PAYING FOR

500K+
audit hours

1,200+
statutory audits globally

~300
partners

Attending in Person: You must be a GE shareowner as of the record date, and you must bring your admission card & photo ID. Follow the instructions on page 64 or on our proxy website

Elect the 16 directors
named in the proxy for
the coming year
read more on page 11

Your Board recommends a vote for each director nominee

Ratify the selection of
KPMG as independent
auditor for 2016
read more on page 52

Your Board recommends a vote for this proposal

Approve our named
executives’ compensation
in advisory vote
read more on page 28

Vote on shareowner
proposals included in proxy
if properly presented
read more on page 55

Shareowners also will transact any other business that properly comes before the meeting

Vote standard: Majority of votes cast; abstentions & broker non-votes not counted & therefore have no effect

Check out our interactive, mobile-friendly online proxy & annual report

www.ge.com/proxy www.ge.com/annualreport

Also check out our new integrated summary report, which combines key information from GE’s annual report, proxy statement and sustainability websites.

www.ge.com/ar2015/
   integrated-report

Do you hold shares directly with GE
or in the Retirement Savings Plan (RSP)?

Do you hold shares through a bank
or broker?

Use the Internet at
www.investorvote.com/GE

Use the Internet at
www.proxyvote.com

Call toll-free (US/Canada)
1-800-652-VOTE (8683)

Call toll-free (US/Canada)
1-800-454-VOTE (8683)

Mail your signed proxy form

Mail your signed voting
instruction form

What are you voting on?

At the 2016 annual meeting, 16 directors are to be elected to hold office until the 2017 annual meeting and until their successors have been elected and qualified. All nominees are currently GE directors who were elected by shareowners at the 2015 annual meeting, except for Sébastien Bazin and Lowell McAdam, whose Board service would commence upon their election at the annual meeting, and Peter Henry, whose Board service would commence in July 2016 due to pre-existing commitments.

Consistent with the Board’s tenure policies (see “How We Build a Board That Is Right for GE” on page 17), Douglas A. Warner III and James I. Cash, Jr., the longest-tenured incumbent directors, are not standing for reelection after serving 24 and 19 years, respectively. Robert J. Swieringa is retiring from the Board after 14 years of service. Their terms will end at the annual meeting.

We thank Sandy, Jim and Bob for their years of service and dedication to the Board and GE.

Director since: New Nominee       Age: 54

Director since: 2009       Age: 55

Birthplace: France       Independent

Birthplace: Canada     Independent

Qualifications:  

Qualifications:  

Chairman and CEO, Accor, a global hotel company, Paris, France (since 2013) Leadership, Global

CEO, Generation Capital, a private investment company, Toronto, Canada (since 2013) Leadership, Investor

PRIOR BUSINESS EXPERIENCE

PRIOR BUSINESS EXPERIENCE

CURRENT PUBLIC COMPANY BOARDS

PAST PUBLIC COMPANY BOARDS

OTHER POSITIONS

EDUCATION

CURRENT PUBLIC COMPANY BOARDS

PAST PUBLIC COMPANY BOARDS

OTHER POSITIONS

EDUCATION

See the Board’s Governance Principles (see “Helpful Resources” on page 65) for more information on these policies.

Ensuring an experienced, qualified Board with expertise in areas relevant to GE. The committee seeks directors who have held significant leadership positions and who have experience in technology, finance, risk management, global business, investing, marketing, government and the industries in which we compete, as described below.

   16/16 directors

We believe that directors who have held significant leadership positions over an extended period, especially CEO positions, possess extraordinary leadership qualities and demonstrate a practical understanding of organizations, processes, strategy and risk management, and know how to drive change and growth.

GLOBAL EXPERIENCE

   12/16 directors

We have added directors with global business experience because GE’s continued success depends, in part, on continuing to grow its businesses outside the US. For example, approximately 55% of our revenues and 64% of our infrastructure orders came from outside the US in 2015.

INDUSTRY EXPERIENCE

   10/16 directors

We have sought directors with leadership experience in the industries in which we participate. For example, over the last few years we have added directors with oil and gas and healthcare industry experience given the significance of our Oil & Gas and Healthcare businesses, which comprise 14% and 15% of our revenues, respectively.

DIRECTOR “MUST-HAVES”

   10/16 directors

GE uses a broad set of financial metrics to measure its performance, and accurate financial reporting and robust auditing are critical to our success. We have added a number of directors who qualify as audit committee financial experts, and we expect all of our directors to have an understanding of finance and financial reporting processes.

TALENT DEVELOPMENT EXPERIENCE

   7/16 directors

In light of the importance of the Board’s role in succession planning, we have sought directors with talent development experience, including those with academic backgrounds. We believe that these directors have a unique ability to inspire and develop others and an acute skillfulness in identifying talent.

INVESTOR EXPERIENCE

   5/16 directors

To ensure strong alignment with our investors, we have added directors who have experience overseeing investments and investment decisions. We believe that these directors can help focus management and the Board on the most critical value drivers for the company.

TECHNOLOGY EXPERIENCE

   5/16 directors

As a science and technology company and leading innovator, we have added directors with technology backgrounds because our success depends on developing and investing in new technologies and ideas. Technology experience has become increasingly important as we intensify our focus on software and the Industrial Internet with the launch of GE Digital.

RISK MANAGEMENT EXPERIENCE

   4/16 directors

In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, we have added directors with experience in risk management and oversight.

GOVERNMENT EXPERIENCE

   3/16 directors

We have added directors with experience in governmental and regulatory organizations because many of GE’s businesses are heavily regulated and are directly affected by governmental actions and socioeconomic trends.

MARKETING EXPERIENCE

   2/16 directors

GE seeks to grow organically by identifying and developing new markets for its products and services. Directors with marketing expertise, especially on an international basis, are therefore important to us. Marketing and branding expertise is also important as we shift our portfolio to be more industrial and software focused.

Enhancing the Board’s diversity of background. Although the Board does not have a formal diversity policy, the Governance Committee takes into account a candidate’s ability to contribute to the diversity of background on the Board, which we call cognitive diversity. We consider the candidate’s and the existing Board members’ race, ethnicity, gender, age, cultural background and professional experience. The committee reviews its effectiveness in balancing these considerations when assessing the composition of the Board.

Complying with regulatory requirements and the Board’s independence guidelines. The Governance Committee considers regulatory requirements affecting directors, including potential competitive restrictions and financial institution management interlocks. It also looks at other positions the director has held or holds (including other board memberships), and the Board reviews director independence.

DIRECTOR CANDIDATE RECOMMENDATIONS. The committee considers all shareowner recommendations for director candidates, evaluating them in the same manner as candidates suggested by other directors or third-party search firms (which the company retains from time to time, and has retained over the past year, to help identify potential candidates). Mr. Bazin was recommended to the Governance Committee by management, and Messrs. Henry and McAdam were recommended by a third-party search firm.

HOW YOU CAN RECOMMEND A CANDIDATE

Write to the Governance Committee, c/o Alex Dimitrief, Secretary, GE, at the applicable address listed on the inside front cover of this proxy statement, and include all information that our by-laws require for director nominations. The general qualifications and specific qualities and skills sought by the committee for directors are discussed under “How We Build a Board That Is Right for GE” on page 17.

How We Assess Board Size

The Governance Committee takes a fresh look at Board size each year. Consistent with the Board’s Governance Principles (see “Helpful Resources” on page 65), the committee believes that the Board’s current size (16 directors) is appropriate, given the size of GE and the need to access a wide range of director views and backgrounds to reflect the diversity and complexity of the businesses and markets in which we operate. This size also is consistent with our historical approach. Over the last 40 years, we have had between 14 and 20 directors with the median at 16, a range the committee believes has served the company and its shareowners well.

The Board’s guidelines. For a director to be considered independent, the Board must determine that he or she does not have any material relationship with GE. The Board’s guidelines for director independence conform to, or are more exacting than, the independence requirements in the New York Stock Exchange’s (NYSE) listing standards. In addition to applying these guidelines, which you can find in the Board’s Governance Principles on GE’s website (see “Helpful Resources” on page 65), the Board considers all relevant facts and circumstances when making an independence determination.

Applying the guidelines in 2015. In determining director independence for 2015, the Board considered relevant transactions, relationships and arrangements in assessing independence, including relationships among Board members, their family members and the company, as described under “Relationships and Transactions Considered for Director Independence” below.

Heightened standards for Audit Committee members. Under a separate SEC independence requirement, Audit Committee members may not accept any consulting, advisory or other fee from GE or any of its subsidiaries, except compensation for Board service.

Heightened standards for members of the Compensation and Governance Committees. As a policy matter, the Board also applies a separate, heightened independence standard to members of the Compensation and Governance Committees: no member of either committee may be a partner, member or principal of a law firm, accounting firm or investment banking firm that accepts consulting or advisory fees from GE or a subsidiary. In addition, in determining that Compensation Committee members are independent, NYSE rules require the Board to consider their sources of compensation, including any consulting, advisory or other compensation paid by GE or a subsidiary.

COMMITTEE CHANGES REFLECT STRATEGIC SHIFT

In line with GE’s strategic shift away from financial services to focus on its industrial businesses as well as its increased investment in software and analytics with the recent launch of GE Digital, in February 2016, the Board changed its committee structure as follows:

COMMITTEE COMPOSITION

All committee members satisfy the NYSE’s and GE’s definitions of independent director, and all Audit Committee members are audit committee financial experts (as defined under SEC rules), in each case as determined by the Board.

COMMITTEE OPERATIONS

Each committee meets periodically throughout the year, reports its actions and recommendations to the Board, receives reports from senior management, annually evaluates its performance and has the authority and funding to retain outside advisors.

COMMITTEE RESPONSIBILITIES

The primary responsibilities of each committee are listed to the right (and committee responsibilities relating to risk oversight are described under “How We Oversee & Manage Enterprise Risk” on page 24). For more detail, see the committee charters and key practices on GE’s website (see “Helpful Resources” on page 65).