Notice of 2011 Annual Meeting and Proxy Statement IMPORTANT VOTING INFORMATION As a result of recent rule changes, your broker is not permitted to vote on your behalf on the election of directors and other matters to be considered at the shareowner meeting (except on ratification of the selection of KPMG as auditors for 2011), unless you provide specific instructions by completing and returning the Voting Instruction Form or following the instructions provided to you to vote your shares via telephone or the Internet. For your vote to be counted, you now will need to communicate your voting decisions to your broker, bank or other financial institution before the date of the shareowner meeting. Your Participation in Voting the Shares You Own Is Important Voting your shares is important to ensure that you have a say in the governance of your company and to fulfill the objectives of the majority voting standard that we apply in the election of directors. Please review the proxy materials and follow the instructions on the proxy card or Voting Instruction Form to vote your shares. We hope you will exercise your rights and fully participate as a shareowner in our company’s future. More Information Is Available If you have any questions about the proxy voting process, please contact the broker, bank or other financial institution where you hold your shares. The Securities and Exchange Commission (SEC) also has a website (www.sec.gov/spotlight/proxymatters.shtml) with more information about your rights as a shareowner. Additionally, you may contact our Investor Relations Department at www.ge.com/investors/index.html. IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE SHAREOWNERS MEETING TO BE HELD ON APRIL 27, 2011 The proxy statement is available at www.ge.com/proxy and the annual report is available at www.ge.com/annualreport. INFORMATION REGARDING ADMISSION TO THE 2011 ANNUAL MEETING In accordance with our security procedures, all persons attending the 2011 Annual Meeting must present an admission card and picture identification. Please follow the advance registration instructions on page 56 of this proxy statement to obtain an admission card. 2 General Electric Company 3135 Easton Turnpike Fairfield, Connecticut 06828 March 14, 2011 Dear Shareowner, You are invited to attend the 2011 Annual Meeting of Shareowners to be held on Wednesday, April 27, in Salt Lake City, Utah. The annual meeting will begin with a report on our operations, followed by discussion and voting on the matters set forth in the accompanying notice of annual meeting and proxy statement and discussion on other business matters properly brought before the meeting. If you plan to attend the meeting, please follow the advance registration instructions on page 56 of this proxy statement. An admission card, which is required for admission to the meeting, will be mailed to you prior to the meeting. Whether or not you plan to attend, you can ensure that your shares are represented at the meeting by promptly voting and submitting your proxy by telephone or by Internet, or by completing, signing, dating and returning your proxy form in the enclosed envelope. Cordially, Jeffrey R. Immelt Chairman of the Board 3 Contents Page 2011 Proxy Summary ..................................................................................... 5 Notice of 2011 Annual Meeting of Shareowners ............................................................. 9 Proxy Statement .......................................................................................... 9 ▪ Election of Directors ................................................................................ 10 Corporate Governance ................................................................................ 17 Board of Directors and Committees .................................................................... 19 Compensation Discussion and Analysis ................................................................ 21 Compensation Committee Report ...................................................................... 29 2010 Summary Compensation Table ................................................................... 30 2010 Grants of Plan-Based Awards .................................................................... 33 2010 Outstanding Equity Awards at Fiscal Year-End ..................................................... 34 2010 Option Exercises and Stock Vested ................................................................ 38 2010 Pension Benefits ................................................................................ 39 2010 Nonqualified Deferred Compensation ............................................................. 40 Potential Payments upon Termination ................................................................. 41 2010 Non-management Directors’ Compensation ....................................................... 43 Information on Stock Ownership ....................................................................... 45 Related Person Transactions .......................................................................... 46 Audit Committee Report .............................................................................. 47 Independent Auditor .................................................................................. 47 ▪ Management Proposals: ............................................................................ 48 1. Ratification of Selection of Independent Registered Public Accounting Firm .......................... 48 2. Proposal on Advisory Resolution on Executive Compensation ....................................... 49 3. Proposal on Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation .... 49 ▪ Shareowner Proposals .............................................................................. 49 Additional Information ................................................................................ 54 ▪ To be voted on at the meeting Every shareowner’s vote is important. Please complete, sign, date and return your proxy form, or submit your vote and proxy by telephone or by Internet. 4 2011 Proxy Summary This summary highlights information contained elsewhere in this proxy statement. This summary does not contain all of the information that you should consider, and you should read the entire proxy statement carefully before voting. Annual Meeting of Shareowners • Time and Date 10:00 a.m., April 27, 2011 • Place Salt Palace Convention Center 100 South West Temple Salt Lake City, Utah 84101 • Record date February 28, 2011 • Voting Shareowners as of the record date are entitled to vote. Each share of common stock is entitled to one vote for each director nominee and one vote for each of the proposals to be voted on. • Admission An admission card is required to enter GE’s annual meeting. Please follow the advance registration instructions on page 56. Meeting Agenda • Election of 16 directors • Ratification of KPMG as auditors for 2011 • Advisory vote on executive compensation • Advisory vote on the frequency of future advisory votes on executive compensation • Vote on five shareowner proposals • Transact other business that may properly come before the meeting Voting Matters Page Reference Board Vote Recommendation (for more detail) Election of Directors FOR EACH DIRECTOR NOMINEE 10 Management Proposals Ratification of KPMG as Auditor for 2011 FOR 48 Advisory Vote on Executive Compensation FOR 49 Advisory Vote on the Frequency of Future Advisory Votes on Executive Compensation FOR EVERY YEAR 49 Shareowner Proposals Cumulative Voting AGAINST 49 Future Stock Options AGAINST 50 Withdraw Stock Options Granted to Executives AGAINST 51 Climate Change Risk Disclosure AGAINST 52 Transparency in Animal Research AGAINST 53 Board Nominees • The following table provides summary information about each director nominee. Each director nominee is elected annually by a majority of votes cast. Director Experience/ Committee Memberships Other Public Name AgeSince OccupationQualification Independent AC MDCC NCGC PRC RC Company Boards W. Geoffrey Beattie 50 2009 President, • Leadership X F C • Maple Leaf Foods Woodbridge Company • Global • Royal Bank of • Finance Canada • Industry • Thomson Reuters James I. Cash, Jr. 63 1997 Emeritus James E. Robison • Education X X X X • Chubb Professor of Business • Finance • Wal-Mart Administration, Harvard • Leadership Graduate School of • Global Business • Technology Ann M. Fudge 59 1999 Former Chairman & CEO, • Leadership X X • Novartis Young & Rubicam • Marketing • Unilever • Global • Industry • Government Susan Hockfield 59 2006 President, Massachusetts • Leadership XXX Institute of Technology • Education • Technology • Industry 5 Director Experience/ Committee Memberships Other Public Name AgeSince OccupationQualification Independent AC MDCC NCGC PRC RC Company Boards Jeffrey R. Immelt 55 2000 Chairman & CEO, • Leadership X General Electric • Global • Industry • Government Andrea Jung 52 1998 Chairman & CEO, • Leadership X X X • Apple Avon • Global • Avon • Marketing • Industry • Technology Alan G. (A.G.) Lafley 63 2002 Former Chairman & CEO, • Leadership XXX Procter & Gamble • Global • Marketing • Industry • Technology Robert W. Lane 61 2005 Former Chairman & CEO, • Leadership X F X • Verizon Deere • Finance Communications • Global • Northern Trust • Industry • BMW Ralph S. Larsen 72 2002 Former Chairman & CEO, • Leadership XC,PX Johnson & Johnson • Global • Industry Rochelle B. Lazarus 63 2000 Chairman &