Description:Proxy Statement (definitive)

2019 Notice of Annual Meeting and Proxy Statement

Guide to GE's Proxy Statement

Significant Information in this Section

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PROXY OVERVIEW

GOVERNANCE

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Election of Directors	19	Board Leadership	25	Overboarding
Board Composition	25	Board Meeting Attendance	25	Political Spending Oversight
Board Leadership Structure	12	Director Biographies	26	Related Person Transactions
Board Operations	18	Director Independence	23	Risk Oversight
Board Governance Practices	16	Director Qualifications	27	Share Ownership for
Key Board Responsibilities	16	Director Term Limits	Executives & Directors
How We Get Feedback from Investors	24	Investor Outreach
Other Governance Policies & Practices
Stock Ownership Information
Environment, Social and Governance (ESG)

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COMPENSATION

Management Proposal No. 1 - Advisory Approval of Our Named Executives' Pay

• 30 Overview of Our Executive Compensation Program

• 32 How Our Incentive Compensation Plans Paid Out for 2018

• 35 Compensation Actions for 2018

• 38 Summary Compensation

• 40 Long-Term Incentive Compensation

• 44 Deferred Compensation

• 45 Pension Benefits

• 47 Potential Termination Payments

• 51 Other Executive Compensation Practices & Policies

• 52 Explanation of Non-GAAP Financial Measures and Performance Metrics

• 53 CEO Pay Ratio

• 54 Director Compensation

  • 53 CEO Pay Ratio

    51

  • 35 CEO Performance Evaluation 51

  • 51 Compensation Consultants

  • 49 Death Benefits

  • 52 Dividend Equivalents Policy

  • 52 Hedging Policy

  • 40 Long-Term Performance Award Program

  Pay For Performance Peer Group Comparisons

  • 52 Pledging Policy

  • 48 Severance Benefits

  • 51 Share Ownership Requirements

  • 51 Succession Planning

• 56 REDUCTION OF MINIMUM NUMBER OF DIRECTORS

• 56 Management Proposal No. 2 - Approval of Reduction of

  Minimum Number of Directors from Ten to Seven

• 57 AUDIT

• 57 Management Proposal No. 3 - Ratification of KPMG as

• Independent Auditor for 2019

• 57 Independent Auditor Engagement

• 58 Independent Auditor Information

• 59 Audit Committee Report

  • 58 Auditor Fees

  • 58 Auditor Tenure

• 60 SHAREOWNER PROPOSALS

• 60 Shareowner Proposal No. 1 - Independent Chairman

• 62 Shareowner Proposal No. 2 - Cumulative Voting

• 63 Submitting 2020 Proposals

  • 63 Deadlines for 2020

  • 63 Proxy Access

• 64 VOTING AND MEETING INFORMATION

• 64 Proxy Solicitation & Document Request Information

• 64 Voting Information

• 66 Attending the Meeting

• 67 Helpful Resources

Also see "Acronyms Used" on page 67 for a guide to the acronyms used throughout this proxy statement.

Why are we sending you these materials?

On behalf of our Board of Directors, we are making these materials available to you (beginning on March 20, 2019) in connection with GE's solicitation of proxies for our 2019 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.

GENERAL ELECTRIC COMPANY EXECUTIVE OFFICES 41 Farnsworth Street, Boston, MA 02210

Where can you find more information?

Check out our annual report, and be sure not to miss the important supplemental information posted on our proxy website.

www.ge.com/proxywww.ge.com/annualreport

Proxy Overview

This overview highlights information contained elsewhere in the proxy statement and does not contain all of the information that you should consider. You should read the entire proxy statement carefully before voting.

Dear Shareowners,

It is a privilege to serve as your lead director during this important time for GE. I want to share with you some of the major governance actions that the Board has taken in the last year.

CEO SUCCESSION

Choosing the right leadership for GE is the Board's most important responsibility. We made a CEO change in September 2018 to improve the speed and execution of our strategic plan, to strengthen the balance sheet and improve performance. This was a Board-driven process and the company faced a unique situation, particularly since there had just been a CEO transition in 2017.

In Larry Culp, we had a highly experienced and accomplished CEO who had already been an engaged member of the Board since April 2018. His prior track record as CEO at Danaher, with deep operational focus and a rigorous approach to capital allocation, speaks for itself. We discussed several alternatives leading to the CEO transition, but Larry was clearly and unanimously viewed as the best choice. Larry already had a clear understanding of the company's strategy and where it should be headed, and we were confident he would hit the ground running on day one.

Larry understands the challenges GE faces. He also knows that despite his excellent track record, he needs to prove himself everyday- to us, our shareowners and our employees.

GE'S STRATEGY

The Board was highly engaged in the review that culminated in the announcement of GE's new strategic plan in June 2018. The Board continues to believe that empowering the businesses, reducing the emphasis on Corporate and focusing on a narrower set of businesses is the right path for thecompany and its shareowners. While this plan entails a significant amount of transition, particularly for GE's employees, we believe it is key to unlocking value for shareowners and laying the foundation for a stronger GE going forward.

A central pillar of this plan is reducing the company's outstanding debt, and this continues to be an area of focus for the Board. We recently completed the merger of GE's Transportation business with Wabtec, we're exiting our interest in Baker Hughes, a GE company, and we recently announced an agreement to sell GE's BioPharma business to Danaher for $21 billion. These are important milestones. We are also engaged in improving the company's performance, particularly in Power, and on simplifying the company across multiple dimensions.

COMPENSATION AND TALENT

Last year the Board made several changes to GE's compensation plans with the objective of driving better performance, rewarding and retaining top talent, and better aligning incentives for executives with shareowners. For 2018, the bonus pool was redesigned to make payouts for business executives based on business unit performance, rather than overall company results. This was reflected in the bonuses paid to our Aviation and Healthcare teams, who exceeded expectations this past year. Smaller or no bonuses were paid to businesses that fell short of expectations. We have also shifted pay for our top executives to be increasingly weighted towards equity, rather than cash, to drive alignment with shareowners.

As GE works through a period of significant transition, we recognize the importance of ensuring that management has the right mix of new, outside views and experienced leaders who know the company well. In the last year, in addition to Larry, GE brought in anew general counsel, controller, and head of investor relations from outside the company, as well as several outside hires within the businesses. In February, GE also brought in a new head of human resources, who we expect to help reenergize our focus on talent and human capital management.

BOARD DEVELOPMENTS

In 2018, GE significantly reduced the size of its Board to twelve directors-a size we expect to target going forward. In addition to three new directors last year (including Larry and me), there are two new nominees on our slate of ten directors this year-Paula Rosput Reynolds and Cathie Lesjak. Paula has executive experience in the power and insurance industries, while Cathie brings strong experience in finance, accounting and operations from her career in the technology industry. Our two longest tenured directors, Jim Mulva and Geoff Beattie, are retiring from the GE board this year. We will continue to look for new directors who have relevant domain expertise and skill sets that tie to GE's long-term strategy.

The Board has also taken action based on investor feedback on several important issues. We announced in December that we would open up the tender for the company's independent auditor. We implemented a new approach to risk focused on the most critical strategic risks facing the company. And we have brought in new advisors to provide the Board with fresh perspectives on important strategic, financial and legal issues.

My fellow directors and I remain committed to continuing the progress we've made toward creating a stronger, simpler, more focused company, for you and all of GE's stakeholders. Thank you for your support.

Thomas W. Horton

Lead Director

DATE AND TIME:

May 8, 2019 at 10:00 a.m. Eastern Time

WEBCAST:www.ge.com/investor-relations

LOCATION:

Westchester Marriott 670 White Plains Rd. Tarrytown, NY 10591

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 66 or on our proxy website

Use the Internet atwww.proxypush.com/GE

Call toll-free (US/Canada) 1-866-883-3382

Mail your signed proxy form

Do you hold shares through a bank or broker?

Use the Internet atwww.proxyvote.com

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

Mail your signedvoting instruction form

1 Elect the 10 directors named in the proxy for the coming year

You are invited to attend GE's 2019 annual meeting. This page contains important information about the meeting, including how you can make sure your views are represented by voting today. Be sure to also check out our annual report at the website below.

Cordially,

Mike Holston, Secretary

• 2 Approve our named executives'

  compensation in an advisory vote

• 3 Amend the Certificate of Incorporation to reduce the minimum number of directors for our Board from ten to seven

• 4 Ratification of the selection of KPMG as

• independent auditor for 2019

5 Vote on shareowner proposals included in the proxy, if properly presented at the meeting

Board Recommendation

% FOR each director nominee

FOR

FOR

FOR

• X AGAINST each proposal

Read More

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

VOTING Q&A

Who can vote?

Shareowners as of our record date, March 11, 2019

How many shares are entitled to vote?

8.7 billion common shares (preferred shares are not entitled to vote)

How many votes do I get?

One vote on each proposal for each share you held as of the record date (see first question above)

Do you have an independent inspector of elections?

Yes, you can reach them at IVS Associates,

1000 N. West St., Ste. 1200, Wilmington, DE 19801

Can I change my vote?

Yes, by voting in person at the meeting, delivering a new proxy or notifying IVS Associates in writing. But, if you hold shares through a broker, you will need to contact them

Is my vote confidential?

Yes, only IVS Associates & certain GE employees/agents have access to individual shareowner voting records

How many votes are needed to approve a proposal?

Generally majority of votes cast, with abstentions & broker non-votes generally not being counted & having no effect; for the management proposal to amend the Certificate of Incorporation, majority of shares outstanding, with abstentions & broker non-votes having the same effect as a vote AGAINST

Where can I find out more information?

See "Voting and Meeting Information" on page 64

Board Composition & Refreshment

Your vote is needed on Director Elections:

Election of the 10 nominees named in the proxy for the coming year

Board Balance SIGNIFICANT BOARD REFRESHMENT SINCE 2017 ANNUAL MEETING Annual Board + Retirement +EvaluationAge  Term Limits Joining the Board Since the 2017 Annual Meeting 2017: Flannery, Garden 2018: Culp, Horton, Seidman, Reynolds 2019: Lesjak 7 new directors over last 2 years   15 retired directors Retiring from Board 2017: Immelt, Lane, McAdam 2018: Dekkers, Henry, Hockfield, Jung, Lazarus, Mollenkopf, Rohr, Schapiro, Flannery, Brennan 2019: Beattie, Mulva

Board Effectiveness BOARD SIZE Significantly reduced size in 2018 to enhance dialogue and promote accountability 20 10 director nominees 01979 1989 1999 2009 2019

Board Accountability % Annual director elections with majority voting standard % Proxy access on market terms at 3%, 3 years, 20% of Board, up to 20 shareowners can aggregate

TENURE 2.5 years average tenure

Newer (<3 years): 7

Medium-tenured (3-6 years): 1

Experienced (>6 years): 2

Our Board term limit is 15 years

INDEPENDENCE

Our Board is 90% independent

Independent: 9

Not Independent: 1

%

All director nominees except our CEO are independent, and meet heightened independence standards for our audit, compensation and governance committees

BOARD SKILLS AND EXPERIENCE

Our policy is to create an experienced board with expertise in areas relevant to GE

80%

INDUSTRY & OPERATIONS

8/10 directors

30%

TECHNOLOGY

3/10 directors

90%

FINANCE & ACCOUNTING

9/10 directors

YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEE

AGE

Median age is 57

<60 years: 6 60-70 years: 4 >70 years: 0

Our Board age limit is 75 years

DIVERSITY OF GENDER AND BACKGROUND

Our policy is to build a cognitively diverse board representing a range of backgrounds

Female: 4 (40%)

Ethnically diverse: 2 (20%)

Born outside U.S.: 3 (30%)

The Board is committed to building upon its diversity in connection with future refreshment opportunities and to interviewing female and ethnically diverse candidates for all vacancies

50%

INVESTOR

5/10 directors

80%

RISK MANAGEMENT

8/10 directors

20%

GOVERNMENT & REGULATORY

2/10 directors

70%

GLOBAL

7/10 directors