General Electric Company (LON:GEC) Files An 8-K Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers
Item 5.02 Departure of Directors or Certain Officers; Election of
Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On June 12, 2017, General Electric Company (“GE” or the
“Company”) announced that the Board of Directors (the
“Board”) has appointed John L. Flannery, 55, as Chief Executive
Officer (“CEO”) and a director of GE, effective August 1, 2017.
Mr. Flannery succeeds Jeffrey R. Immelt, 61, who will retire as
CEO on July 31, 2017. Mr. Immelt will remain Chairman of the
Board for a transition period through December 31, 2017, at which
point Mr. Flannery will succeed Mr. Immelt as Chairman, effective
January 1, 2018. John J. Brennan will continue to serve as the
Board’s Lead Independent Director. The Board has been planning
for this CEO succession since 2011.
“Company”) announced that the Board of Directors (the
“Board”) has appointed John L. Flannery, 55, as Chief Executive
Officer (“CEO”) and a director of GE, effective August 1, 2017.
Mr. Flannery succeeds Jeffrey R. Immelt, 61, who will retire as
CEO on July 31, 2017. Mr. Immelt will remain Chairman of the
Board for a transition period through December 31, 2017, at which
point Mr. Flannery will succeed Mr. Immelt as Chairman, effective
January 1, 2018. John J. Brennan will continue to serve as the
Board’s Lead Independent Director. The Board has been planning
for this CEO succession since 2011.
Mr. Immelt’s retirement comes after a 35-year career with the
Company, during which he led the successful transformation of GE
into a simpler, stronger and more focused digital industrial
company aligned to key markets power, aviation, transportation,
healthcare, and oil and gas. Mr. Immelt’s long-term strategic
vision and willingness to disrupt GE has been demonstrated by the
bold portfolio moves the Company has made over the last decade,
including the GE Capital exit plan, acquisition of global energy
leader Alstom, announcement of the combination of GE Oil Gas with
Baker Hughes, and divestiture of legacy businesses such as
Appliances, NBC Universal and Plastics.
Company, during which he led the successful transformation of GE
into a simpler, stronger and more focused digital industrial
company aligned to key markets power, aviation, transportation,
healthcare, and oil and gas. Mr. Immelt’s long-term strategic
vision and willingness to disrupt GE has been demonstrated by the
bold portfolio moves the Company has made over the last decade,
including the GE Capital exit plan, acquisition of global energy
leader Alstom, announcement of the combination of GE Oil Gas with
Baker Hughes, and divestiture of legacy businesses such as
Appliances, NBC Universal and Plastics.
Flannery appointment as director. The Board also elected Mr.
Flannery to the Company’s Board of Directors, effective August
1, 2017. In connection with Mr. Flannery’s election, the Board
authorized an increase in its size, effective August 1, 2017,
from 18 to 19 directors, and Mr. Flannery will join the Board to
fill the resulting vacancy. As a non-independent director, Mr.
Flannery is not expected to serve on any of the Board’s standing
committees.
Flannery to the Company’s Board of Directors, effective August
1, 2017. In connection with Mr. Flannery’s election, the Board
authorized an increase in its size, effective August 1, 2017,
from 18 to 19 directors, and Mr. Flannery will join the Board to
fill the resulting vacancy. As a non-independent director, Mr.
Flannery is not expected to serve on any of the Board’s standing
committees.
Flannery biography. Mr. Flannery has served as Senior Vice
President, GE and President CEO of GE Healthcare since October
2014 and previously was Senior Vice President, Corporate Business
Development from April 2013 through October 2014. Mr. Flannery
joined GE in 1987, serving in a number of leadership roles at GE
Capital, and then served as President and CEO of GE India from
October 2009 through April 2013.
President, GE and President CEO of GE Healthcare since October
2014 and previously was Senior Vice President, Corporate Business
Development from April 2013 through October 2014. Mr. Flannery
joined GE in 1987, serving in a number of leadership roles at GE
Capital, and then served as President and CEO of GE India from
October 2009 through April 2013.
Flannery compensation changes. In connection with his promotion
to CEO, the Management Development and Compensation Committee
(“MDCC”) of the Board took the following actions with respect
to Mr. Flannery’s compensation: (1) increased his salary to
$2,000,000; (2) set his target annual bonus for 2017 as a
percentage of salary at 150%, with the payout amount determined
by the Company’s achievement of the pre-established performance
goals, including the cost reduction and Industrial operating
profit goals disclosed by the Company in its Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission
(“SEC”) on March 22, 2017; and (3) determined that his
long-term performance award for the 2016-2018 performance period
will be paid out in shares of GE common stock instead of cash,
with the payout amount determined by the Company’s achievement
of the pre-established performance goals. The MDCC will determine
Mr. Flannery’s equity compensation at the same time that it
approves the annual grant to executives across the Company for
2017. For more information regarding the Company’s annual bonus
program, long-term performance award program and equity award
program, see the Company’s Definitive Proxy Statement for the
2017 Annual Meeting of Shareowners filed with the SEC on March 8,
2017.
to CEO, the Management Development and Compensation Committee
(“MDCC”) of the Board took the following actions with respect
to Mr. Flannery’s compensation: (1) increased his salary to
$2,000,000; (2) set his target annual bonus for 2017 as a
percentage of salary at 150%, with the payout amount determined
by the Company’s achievement of the pre-established performance
goals, including the cost reduction and Industrial operating
profit goals disclosed by the Company in its Current Report on
Form 8-K filed with the U.S. Securities and Exchange Commission
(“SEC”) on March 22, 2017; and (3) determined that his
long-term performance award for the 2016-2018 performance period
will be paid out in shares of GE common stock instead of cash,
with the payout amount determined by the Company’s achievement
of the pre-established performance goals. The MDCC will determine
Mr. Flannery’s equity compensation at the same time that it
approves the annual grant to executives across the Company for
2017. For more information regarding the Company’s annual bonus
program, long-term performance award program and equity award
program, see the Company’s Definitive Proxy Statement for the
2017 Annual Meeting of Shareowners filed with the SEC on March 8,
2017.
Other succession planning actions. As part of the Board’s
broader succession planning process, the Board has:
broader succession planning process, the Board has:
|
appointed Jeffrey S. Bornstein, 51, a Vice Chairman,
effective immediately. Mr. Bornstein will continue to serve as Chief Financial Officer. In connection with his promotion, the MDCC granted Mr. Bornstein 250,000 restricted stock units (“RSUs”) under the Company’s 2007 Long-Term Incentive Plan. The RSUs vest in two equal installments, the first one in 2020 and the second one in 2022, subject to Mr. Bornstein’s continued service with the Company. |
|
appointed Kieran Murphy, 54, currently Senior Vice
President, GE and CEO of the Life Sciences business within GE Healthcare to succeed Mr. Flannery as Senior Vice President, GE and President CEO of GE Healthcare. |
(2)
Mr. Immelt will serve as Chairman of Baker Hughes, a GE company,
immediately following the anticipated combination of GE Oil Gas
with Baker Hughes, as planned.
immediately following the anticipated combination of GE Oil Gas
with Baker Hughes, as planned.
Item 5.03. Amendments to Articles of Incorporation or By-Laws;
Change in Fiscal Year.
Change in Fiscal Year.
On June 9, 2017, the Board amended and restated the Company’s
By-Laws (the “Amended and Restated By-Laws”) to remove the
requirement that the Chairman shall be the CEO of the Company and
to reassign the duties previously assigned to the President to
the CEO. The Amended and Restated By-Laws also make
clarifications and other, non-substantive changes.
By-Laws (the “Amended and Restated By-Laws”) to remove the
requirement that the Chairman shall be the CEO of the Company and
to reassign the duties previously assigned to the President to
the CEO. The Amended and Restated By-Laws also make
clarifications and other, non-substantive changes.
This description of the amendments to the By-Laws is qualified in
its entirety by reference to the text of the Amended and Restated
By-Laws filed as Exhibit 3.1 to this Report.
its entirety by reference to the text of the Amended and Restated
By-Laws filed as Exhibit 3.1 to this Report.
Item 9.01 Financial Statements and Exhibits.
The following exhibit is being filed as part of this report:
3.1 The By-Laws of General Electric Company, as amended and
restated on June 9, 2017
restated on June 9, 2017
The following exhibit is being furnished as part of this report:
99 GE Press Release dated June 12, 2017
Caution Concerning Forward-Looking Statements:
This document contains “forward-looking statements” that is,
statements related to future events that by their nature address
matters that are, to different degrees, uncertain. For details on
the uncertainties that may cause our actual future results to be
materially different than those expressed in our forward-looking
statements, see
http://www.ge.com/investor-relations/disclaimer-caution-concerning-forward-looking-statements
as well as our annual reports on Form 10-K and quarterly reports
on Form 10-Q. We do not undertake to update our forward-looking
statements. This document also includes certain forward-looking
projected financial information that is based on current
estimates and forecasts. Actual results could differ materially.
statements related to future events that by their nature address
matters that are, to different degrees, uncertain. For details on
the uncertainties that may cause our actual future results to be
materially different than those expressed in our forward-looking
statements, see
http://www.ge.com/investor-relations/disclaimer-caution-concerning-forward-looking-statements
as well as our annual reports on Form 10-K and quarterly reports
on Form 10-Q. We do not undertake to update our forward-looking
statements. This document also includes certain forward-looking
projected financial information that is based on current
estimates and forecasts. Actual results could differ materially.
(3)
