Notice of 2014 Annual Meeting & Proxy Statement April 23, 2014 | Chicago, Illinois Jeffrey Immelt, Ralph S. Larsen, Chairman & CEO Lead Director Dear Shareowners: Dear Shareowners: With this year’s proxy statement, we continue our efforts As GE adapts to face new competitors and changing global to make our executive compensation programs transparent economic conditions, we continuously assess and enhance and explain how our pay practices relate to company Board governance to reflect these priorities. We have performance. Each year, I develop broad company objectives launched a number of critical initiatives over the last few that are important for winning in the marketplace and that years, including Global Growth & Operations, the Industrial drive shareowner value. I review these objectives with the Internet, Simplification and FastWorks, and are tackling the Management Development & Compensation Committee challenges of a new financial services regulatory environment. (MDCC) so it can set specific performance targets for GE To provide oversight of these important initiatives, we have leaders. I have discussions with Ralph Larsen, chair of brought new perspectives to the Board by recruiting directors the MDCC, and the full committee throughout the year with strong global, risk management, technology and financial to provide updates on company performance so that the services backgrounds. We work closely with Jeff and the MDCC can evaluate the effectiveness of GE’s executive senior leadership team to understand how our compensation compensation programs. programs are driving the success of these initiatives. At the December 2012 annual outlook meeting, I laid out We have also simplified and focused our governance structure. our long-term operating priorities, including increasing We combined two Board committees to form the Governance Industrial earnings as a percentage of total company earnings, & Public Affairs Committee. We created a new committee, outperforming peers on earnings and cash growth, achieving the Science & Technology Committee, chaired by Susan top-quartile performance in organic growth, margins and Hockfield, former president of MIT, to provide leadership in returns, and having a valuable capital allocation strategy. The light of the company’s focus on technology. The Board also 4 metrics in our 3-year long-term performance awards for has substantially enhanced its risk oversight of GE Capital 2013–2015 reflect these priorities: cumulative operating EPS, to position the business successfully in a new regulatory cumulative total cash generation, 2015 Industrial earnings environment. In 2013, members of the Risk Committee, which as a percentage of total company earnings, and 2015 ROTC. is responsible for oversight of GE Capital, met approximately Similarly, the performance metrics for the 4-year performance 30 times, including formal committee meetings, business visits share units the MDCC granted to me in 2013 include as one of and other in-depth risk reviews. 3 measures a new operating margin goal, another key metric discussed at the annual outlook meeting. At GE, we believe in governance with a purpose — ​governance that enhances the way we run the business, provides strong I believe that these changes to our compensation programs alignment with shareowners, and keeps our company safe will significantly enhance long-term shareowner value, and I am and secure. committed to working with the MDCC to continue to align our pay practices with shareowner value drivers. After 12 years of service as a director, I will now be retiring from the Board. It has been a privilege to serve this great Sincerely, company and you, its shareowners. Sincerely, Jeffrey R. Immelt, Chairman & CEO Ralph S. Larsen, Lead Director Notice of 2014 Meeting Information Date. April 23, 2014 Annual Meeting Time. 10:00 a.m., Central Time Location. Sheraton Chicago Hotel of Shareowners & Towers, 301 E. North Water St., Chicago, IL 60611 March 10, 2014 How to Vote Your vote is important. You are eligible to vote if you were a Dear Shareowners: shareowner of record at the close of business on February 24, 2014. To make sure that your shares are represented at the You are invited to attend General Electric Company’s 2014 meeting, please cast your vote as soon as possible by one of Annual Meeting of Shareowners. Following a report on GE’s the following methods: business operations, shareowners will vote: FOR REGISTERED HOLDERS FOR BENEFICIAL OWNERS: • to elect the directors named in the proxy statement for & RSP PARTICIPANTS: (hold shares through broker, the coming year; (hold shares directly with GE bank or nominee) • to approve our named executives’ compensation in an or through GE Retirement Savings Plan) advisory vote; • to ratify the selection of our independent auditor for 2014; and Using the Internet at Using the Internet at • on the shareowner proposals set forth on pages 44 www.investorvote.com/GE www.proxyvote.com through 49, if properly presented at the meeting. Shareowners also will transact any other business that may properly come before the meeting. If you plan to attend the meeting, please follow the advance Scanning this QR code to Scanning this QR code to registration instructions under “Attending the Meeting” on vote with your mobile device vote with your mobile device page 52 to obtain an admission card. To enter the meeting, you must present this card along with photo identification. Calling toll-free from Calling toll-free from If you are unable to attend the meeting, please view the U.S., U.S. territories the U.S., U.S. territories the live webcast from our Investor Relations website at and Canada to and Canada to www.ge.com/investor-relations. 1-800-652-VOTE (8683) 1-800-454-VOTE (8683) Cordially, Mailing your signed Mailing your signed proxy form voting instruction form Online Access to Proxy Materials Brackett B. Denniston III Secretary Important notice regarding the availability of GE’s proxy materials for the 2014 annual meeting: The proxy statement The annual report is available at is available at www.ge.com/proxy www.ge.com/annualreport Please visit the websites or scan the QR codes above with your mobile device to view our interactive proxy and annual report websites and download these materials. If you received a Notice of Internet Availability of Proxy Materials, please see “E-Proxy Process” on page 51 for more information. GE 2014 Proxy Statement Proxy Summary This summary highlights information contained elsewhere in the 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. Meeting Agenda PAGE NUMBER VOTING STANDARD BOARD VOTE RECOMMENDATION Election of 17 directors 1 Majority of votes cast For each director nominee Management proposals Advisory approval of our named executives’ compensation 19 Majority of votes cast For Ratification of KPMG as independent auditor for 2014 42 Majority of votes cast For Shareowner proposals 44 Majority of votes cast Against each proposal Board & Governance Highlights Board TENure IN years Board SIZE INdepeNDENce 20 ● ● ● ● ● ● ● 15 10 ● All director nominees are ● 5 independent except the CEO ● ● ● ● ● ● ● ● 00–2–2 3–5 6–106–10 11–15 >15>15 1973 1983 1993 2003 2013 YEARS OF service 17 Director nominees Board DIVersity 29% 24% 41% 76% 18% 18% 5 women 4 born outside 7 under age 60 13 current & 3 former 3 leading the U.S. former CEOs regulators academics GOVERNANCE ENHANCEMENTS SINCE 2013 ANNUAL MEETING Formalized additional responsibilities Realigned Board structure with Adopted anti-pledging policy for and enhanced process for selecting the GE’s strategic focus by forming Science explicitly prohibiting directors and executive independent lead director & Technology Committee officers from pledging GE stock …see page 9 …see page 10 …see page 30 Strengthened GE Risk Committee’s Transferred corporate political Eliminated currently paid-out oversight of GE Capital spending oversight to independent dividend equivalents on unvested RSUs …see page 13 Board committee for new grants to executive officers …see page 15 …see page 30 Enhanced annual Board and committee evaluation process Increased CEO stock ownership …see page 12 requirement from 6x to 10x salary …see page 30 iii Summary James S. Tisch Board NOMINees AND COMMITTEE MEMBERS Age: 61 Director Since: 2010 President & CEO, Loews All directors attended over 75% of the meetings of the Board and committees on which they served in 2013. Other Boards: Loews and its consolidated subsidiaries (CNA Financial, Diamond Offshore Drilling)* QualificatioNS Leadership Risk W. Geoffrey Audit Robert J. Technology Beattie Swieringa Committee Committee Global Age: 53 Director Since: 2009 Age: 71 Director Since: 2002 Chair: Mr. Beattie Chair: Mr. Warner Finance CEO, Generation Capital, & former Professor of Accounting & former 12 meetiNgs IN 2013 CEO, The Woodbridge Company 12 meetiNgs IN 2013 Dean, Johnson Graduate School of Management, Cornell University Risk Management Other Boards: Maple Leaf Foods, Royal Bank of Canada Industry Marketing Government Mary L. James J. Marijn E. Robert W. I Independent Schapiro Mulva Dekkers Lane Director Age: 58 Director Since: 2013 Age: 67 Director Since: 2008 Age: 56 Director Since: 2012 Age: 64 Director Since: 2005 Vice Chair of Advisory Board, Former Chair & CEO, ConocoPhilips Chair of the Board of Former Chair & CEO, Deere Promontory Financial Group Management, Bayer AG & former Chair, SEC Other