The last year has been a difficult one for GE’s shareowners, and no one is more disappointed in our results than your Board of Directors. We take our role as stewards of your investment very seriously, and we have taken a critical look at our operations and processes to assess how we can more effectively protect and increase the value of your investment. As we approach the annual meeting, I want you to understand how the Board has been working on your behalf.

CEO SUCCESSION

The Board’s most important duty is to choose the right leadership for the company. Last June, we announced that John Flannery would take over as Chairman and CEO. John is a proven leader with financial acumen, operational expertise and a global outlook. He spent much of his career at GE Capital before leading and reshaping GE Healthcare. He’s led GE businesses in Argentina, Japan, India and the United Kingdom. John knows the company incredibly well, but he is also capable of looking at GE with fresh eyes and making difficult decisions that break with the company’s traditions. We believe the last six months have already demonstrated that John is the right person to lead GE.

Prior to John’s appointment, the Board conducted a deep dive to evaluate whether to continue to combine the Chairman and CEO roles. We did not begin the process with a pre-determined view, and, after a robust debate, ultimately concluded that continuing to have the CEO speak for and lead the company and the Board was the best approach in view of the size and complexity of GE.

FURTHER ALIGNING OUR EXECUTIVES WITH SHAREOWNERS

The Board has also been actively reviewing our executive compensation programs. A few years ago, we changed the annual cash bonus program to make it more formulaic and tied to our investor framework. But it is clear to us that more change is needed. To address this, we have revisited each of our executive compensation programs, with a few key, common elements as building blocks. First, to promote greater alignment with our shareowners, we are moving compensation for our senior executives away from cash and toward equity. We are doing away with our long-term performance awards, which pay out in cash, and focusing all long-term rewards on equity. Second, we have also been asking our executives to track and measure too many different metrics and targets, so we will refocus our evaluation criteria on fewer, higher impact metrics. We are also tying bonuses at the individual businesses to their performance, rather than overall company results, which we believe will produce a closer connection between pay and performance and accountability.

While our compensation programs did not drive company performance in the way we had hoped, they did hold the senior leadership team accountable. For 2017, the Compensation Committee determined that, for the first time in GE’s history, the senior leaders at GE’s headquarters – our past and present CEOs, CFOs, Vice Chairs, General Counsel and HR directors – would not receive bonuses. We also zeroed out the performance share units awarded to senior leaders in 2015 even though the recipients were technically eligible for a partial payout.

PROTECTING AND GROWING YOUR INVESTMENT

We realize that the company’s track record on M&A and other capital allocation decisions has been disappointing. To increase our oversight of major investment decisions, we have created a new Finance and Capital Allocation Committee of the Board, an important step that mirrors additional management efforts to take a more disciplined approach to capital allocation, including buybacks, dividends and other significant investment decisions as well as M&A. The Board has been deeply engaged in the ongoing portfolio review that is taking a closer look at GE’s businesses and how to maximize their value for the long-term benefit of our shareowners. We are also revisiting the Board’s processes to ensure that we are focused on the topics that are most salient for the company, with a greater emphasis on promoting constructive debate and challenge between our leadership team and the Board. We have also increased our outreach and discussions with major shareowners to better understand investor perspectives and priorities.

HOW WE ARE CHANGING THE BOARD

As part of the Board’s 2017 self-evaluation, we concluded that the Board did not need to be as large as it has been historically, and that reducing the Board to 12 directors would strike the right balance between ensuring sufficiently broad perspectives and expertise and promoting greater dialogue and the heightened sense of accountability that we are trying to drive at all levels of the company. In February, we announced the 2018 slate, which includes Larry Culp, Tom Horton and Leslie Seidman, who will bring additional insight into capital allocation, industrial manufacturing, the aviation industry, accounting and financial reporting.

Our departing directors have all been dedicated and made valuable contributions to GE. In thinking about the Board going forward, we decided to focus on skill sets that were closely aligned to GE’s future portfolio, while also looking at director tenure and each director’s ability to dedicate substantial time to the Board at this critical period. We realize that we need to maintain our Board’s historical focus on cognitive diversity, including attracting directors with different backgrounds, and we will use future refreshment opportunities to continue to advance this important goal. This process will begin with me - I have decided to serve one more term to help facilitate a transition to the next Lead Director and will not stand for reelection in 2019.

The Board is aware of the significant challenges in front of us and we are prepared to meet them. We will continue to work to earn your support, and we are confident and resolute that better days lie ahead for GE and all its stakeholders.

John J. Brennan, Lead Director

YOUR VOTE IS NEEDED ON DIRECTOR ELECTIONS: Election of the 12 nominees named in the proxy for the coming year
	YOUR BOARD RECOMMENDS A VOTE FOR EACH NOMINEE

HOW WE ARE CHANGING THE BOARD
	Significant refreshment, with increased focus on relevant industry and operational expertise
	Reduced board size
	New committee focused on GE portfolio and capital allocation decisions

GE POLICY:
create an experienced board with expertise in areas relevant to GE

75% INDUSTRY & OPERATIONS 9/12 directors		67% INVESTOR 8/12 directors
17% TECHNOLOGY 2/12 directors		75% RISK MANAGEMENT 9/12 directors
92% FINANCE & ACCOUNTING 11/12 directors		25% GOVERNMENT & REGULATORY 3/12 directors

JOINING THE BOARD SINCE THE 2017 ANNUAL MEETING					RETIRING FROM BOARD
2017: Flannery, Garden   2018: Culp, Horton, Seidman						2017: Immelt, Lane, McAdam   2018: Dekkers, Henry, Hockfield, Jung, Lazarus, Mollenkopf, Rohr, Schapiro

GE POLICY:
retirement age 75

DIVERSITY OF TENURE
GE POLICY: balanced mix of both deep GE knowledge & new perspectives TERM LIMIT POLICY: 15 years

GE POLICY:
build a cognitively diverse board representing a range of backgrounds

2 ethnically diverse	2 women	3 born outside the US	10 current & former CEOs	3 government & regulatory experience

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

GE POLICY:
all non-management directors must be independent

11/12
director nominees are independent

92% independent (all director nominees except CEO)	92% meet heightened committee independence standards

Significantly reducing size in 2018 to enhance dialogue and promote accountability

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

For a description of committees as of the date of this proxy and committee activities during 2017, see “Board Operations” on page 17.

AUDIT
CHAIR: Geoff Beattie MEMBERS: Jack Brennan, Tom Horton, Jim Mulva & Leslie Seidman	OVERSIGHT AND FOCUS AREAS –Financial reporting –KPMG –Internal audit –Accounting policies (e.g., revenue recognition, long-term service agreements) –Compliance –Significant litigation and investigations

FINANCE & CAPITAL ALLOCATION
CHAIR: Jim Mulva MEMBERS: Sébastien Bazin, Larry Culp, Ed Garden, Leslie Seidman & Jim Tisch	OVERSIGHT AND FOCUS AREAS –Capital allocation framework –Financial risk –Investments and uses of cash (e.g., dividends, buybacks, R&D) –Ongoing GE portfolio review –M&A activity –GE Capital structure

GOVERNANCE & PUBLIC AFFAIRS
CHAIR: Risa Lavizzo-Mourey MEMBERS: Sébastien Bazin, Frank D’Souza, Tom Horton & Jim Tisch	OVERSIGHT AND FOCUS AREAS –Director recruitment and board composition –GE leadership structure –Board governance processes –Climate change-related risk –Political & lobbying strategy and spending –Sustainability, environmental, human rights & supply chain practices

MANAGEMENT DEVELOPMENT & COMPENSATION
CHAIR: Jack Brennan MEMBERS: Geoff Beattie, Larry Culp, Frank D’Souza, Ed Garden & Risa Lavizzo-Mourey	OVERSIGHT AND FOCUS AREAS –CEO and management succession –CEO and senior executive performance evaluations & compensation plans –Equity planning –Retention of critical talent –Employee benefit plans

BENEFITS OF A LONG-TENURED AUDITOR

INDEPENDENCE CONTROLS

How We Are Changing the Board

The Governance & Public Affairs Committee (the Governance Committee) is charged with reviewing the composition of the Board and refreshing it as appropriate. With this in mind, the committee continuously reviews potential candidates and recommends nominees to the Board for approval.

As discussed in more detail under “How We Assess Board Size” on page 15, in 2017 the committee recommended, and the Board agreed, to significantly reduce the size of the Board to 12 directors, while at the same time adding three new directors. The Board has experienced significant refreshment over the past two years, and of the 12 nominees proposed for election, seven are new to the Board in the last two years.

IMPORTANT FACTORS IN ASSESSING BOARD COMPOSITION
The Governance Committee strives to maintain an independent board with broad and diverse experience and judgment that is committed to representing the long-term interests of our shareowners. The committee considers a wide range of factors when selecting and recruiting director candidates, including:

	INDUSTRY & OPERATIONS EXPERIENCE
	We have sought directors with leadership and operational experience in the industries in which we compete. For example, in the last two years we have added directors with industrial manufacturing, aviation and healthcare expertise.
	INVESTOR EXPERIENCE
	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, including with respect to setting executive compensation targets and objectives.
	FINANCE & ACCOUNTING EXPERIENCE
	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.
	TECHNOLOGY EXPERIENCE
	As a digital industrial company and leading innovator, we seek to add additional 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 the Industrial Internet.
	RISK MANAGEMENT EXPERIENCE
	In light of the Board’s role in overseeing risk management and understanding the most significant risks facing the company, including cybersecurity risk, we continue to require directors with experience in risk management and oversight.
	GOVERNMENT AND REGULATORY EXPERIENCE
	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 and regulatory actions and socioeconomic trends.

CANDIDATE RECOMMENDATIONS. The committee considers all shareowner recommendations for director candidates. We evaluate them in the same manner as candidates suggested by other directors and candidates suggested by third-party search firms, which the company retains from time to time to help identify potential candidates. Mr. Garden was recommended for the Board by Trian Fund Management, L.P., a GE shareowner. Mr. Culp was originally recommended for the Board by a shareowner, and Mr. Horton and Ms. Seidman were originally recommended by management.

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 73). In fall 2017, the committee recommended reducing the size of the Board. The committee made this recommendation following the Board’s self-evaluation and in light of the broader GE portfolio review, including the narrower scope of GE’s activities following the GE Capital exit plan, assessment of trends with peer companies and taking into account investor feedback. The Board announced its adoption of the committee’s recommendation in November 2017 by setting a target board size of 12 directors for the 2018 proxy slate. The Board and committee believe that reducing the size of the Board will enhance the operational oversight of the Board.

RECRUITMENT PRIORITIES GOING FORWARD

Cognitive diversity Industry expertise Capital allocation expertise Technology expertise

See the Board’s Governance Principles (see “Helpful Resources” on page 73) for more information on these policies.

BOARD MEMBERS. The Board’s Governance Principles require all non-management directors to be independent. All of our director nominees (listed under “Election of Directors” on page 10) other than Mr. Flannery are independent, as are retiring directors Messrs. Dekkers, Henry, Mollenkopf and Rohr, and Mses. Hockfield, Jung and Lazarus. Former directors Messrs. Lane and McAdam were independent throughout the period they served on our Board. Mr. Immelt, as our former CEO and chair, was not independent.

COMMITTEE MEMBERS. All members of the Audit Committee, Management Development and Compensation Committee (the Compensation Committee), and Governance Committee must be independent, as defined by the Board’s Governance Principles. Some committee members must also meet additional standards:

The Board has determined that all members of the Audit, Compensation and Governance Committees, as well as the Technology & Industrial Risk Committee (the Industrial Risk Committee) and the Finance & Capital Allocation Committee (the Finance Committee), are independent and also satisfy any committee-specific independence requirements.

The Board is elected by shareowners to oversee management and assure that shareowners’ long-term interests are being served. In 2017, there were eight regularly scheduled Board meetings. A significant portion of the Board’s oversight responsibilities is carried out through its independent committees.

New Finance & Capital Allocation Committee. The Board decided to create the committee, which began meeting in December 2017, to assist in the oversight of significant M&A activity and other capital allocation decisions, such as investments (including R&D), buybacks and dividends.

Phasing out the Technology & Industrial Risk Committee. In light of the smaller Board, following the annual meeting, we will be phasing out the committee and reallocating its oversight responsibilities to the full Board and other committees.

Independence. All committee members satisfy the NYSE’s and GE’s definitions of independent director.

Financial acumen. Ms. Schapiro and Messrs. Bazin, Beattie, Mulva and Rohr are “audit committee financial experts” (per SEC rules), and each of these directors, as well as Mr. Henry, are “financially literate” (per NYSE rules). New appointees to the Audit Committee following the annual meeting, Messrs. Brennan and Horton and Ms. Seidman, are also “audit committee financial experts.”

Each committee meets periodically throughout the year, reports its actions to the Board, receives reports from senior management, annually evaluates its performance and can retain outside advisors. Formal meetings are typically supplemented with additional calls and sessions.

The primary responsibilities of each committee are listed to the right. For more detail, see the Governance Principles and committee charters on GE’s website (see “Helpful Resources” on page 73).

Board Members Are Encouraged to Visit at Least Two GE Businesses Per Year

GE PRACTICE. We encourage our directors to meet with GE senior managers throughout the company. To facilitate this contact, directors are encouraged to make at least two visits to GE businesses each year, typically unaccompanied by corporate management. Priority goes to those businesses identified as strategically important during the company’s annual financial and strategic planning sessions as well as any that were recently acquired or are a particular focus of risk oversight. These visits also serve as an important tool in the Board’s succession planning process for the CEO and the rest of the senior leadership team.

	10 BUSINESS VISITS IN 2017
		UNITED STATES
		Additive, Cincinnati, Ohio
		Aviation, Cincinnati, Ohio
		GE Capital, Norwalk, Connecticut
		Global Research Center, Niskayuna, New York
		Healthcare, Chicago, Illinois
		Oil & Gas, Houston, Texas
		Power, Schenectady, New York
		EUROPE
		Oil & Gas, Florence, Italy
		ASIA
		Digital, Shanghai, China
		Healthcare, Beijing, China

How We Evaluate the Board’s Effectiveness

ANNUAL EVALUATION PROCESS. Each year, the lead director or an independent consultant interviews each director to obtain his or her assessment of director performance, Board dynamics and the effectiveness of the Board and its committees. In 2017, the Board used an independent outside consultant to conduct the assessment. The interviews focused on:

At times, directors may also complete written assessments. After the self-evaluation in 2017, the outside consultant reviewed the results with the lead director and chair of the Governance Committee and then met with the full Board to discuss the findings from the evaluation. For more information on this evaluation process, see the Board’s Governance Principles (see “Helpful Resources” on page 73).

CHANGES MADE IN RESPONSE TO 2017 EVALUATIONS. In response to feedback received from our directors in 2017, the Board made a number of changes, including:

Our CEO serves as the chairman of the Board. An independent director serves as the Board’s lead director, with broad authority and responsibility over Board governance and operations.

WHY OUR BOARD LEADERSHIP STRUCTURE IS APPROPRIATE FOR GE AT THIS TIME. The Board regularly reviews its leadership structure, and the Board conducted a deep dive to evaluate whether to continue to combine or to split the chair and CEO roles in the months leading up to the company’s recent CEO transition. After considering the perspectives of the independent directors, the views of our significant shareowners, voting results of recent independent chair proposals at GE, academic research, practical experience at peer companies, and benchmarking and performance data, the Board determined that appointing Mr. Flannery as chair and CEO (following a brief transition period in which Mr. Immelt continued to serve as the chair after retiring as CEO) was in the best interests of the company and its shareowners. In the Board’s view, this structure continues to allow our CEO to speak for and lead the company and Board while also providing for effective oversight and independent leadership by an independent director. The Board will continue to monitor the appropriateness of this structure.

HOW WE SELECT THE LEAD DIRECTOR. The Governance Committee considers feedback from the current lead director, our Board members and the chairman, and then makes a recommendation to the Board’s independent directors. The independent directors elect the lead director, taking into account the recommendation of the committee. Jack Brennan, chair emeritus of the Vanguard Group, was elected as the lead director in 2014. Under the Board’s Governance Principles, Mr. Brennan also serves as chair of the Compensation Committee. In the event of Mr. Brennan’s incapacity, the chair of the Governance Committee would serve as the lead director until the independent directors selected a new lead director.

We Have a Robust Investor Engagement Program

We conduct extensive governance reviews (i.e., assessing trends in global governance) and investor outreach throughout the year involving our directors, senior management, investor relations and legal departments. This ensures that management and the Board understand and consider the issues that matter most to our shareowners so GE can address them effectively.

How the Board Receives Direct Feedback from Major Institutional Investors

STRATEGY AND BUSINESS MATTERS. From time to time, the company invites major institutional investors to meet with GE’s independent directors. This complements management’s investor outreach program and allows directors to directly solicit and receive investors’ views on GE’s strategy and performance.

GOVERNANCE AND COMPENSATION MATTERS. Our lead director regularly accompanies management on its governance-focused roadshow with a number of significant investors. In late 2017 and early 2018, our lead director participated in discussions with a number of our largest investors to solicit feedback on the Board’s composition, executive compensation programs and the Board’s role in overseeing the company’s strategy and portfolio transformation.

How We Incorporated Investor Feedback Over the Past Year

In 2017, we sought feedback from investors on a number of issues, and the Board decided to:

Investor Outreach and Our 2017 Say-On-Pay Vote

At our 2017 annual meeting, 89% of shareowners expressed support for the compensation of our named executives. Following the meeting, we met with our largest investors to review compensation actions for the past year and discuss our say-on-pay vote.

As part of its assessment of GE’s executive compensation programs, the Compensation Committee reviewed these voting results, evaluated investor feedback and considered other factors discussed in this proxy statement, including the alignment of our compensation program with the long-term interests of our shareowners and the relationship between risk-taking and the incentive compensation we provide to our named executives.

After considering these factors, the committee decided to make the following changes to increase management accountability and more closely align management’s interests with shareowners:

These changes are discussed in more detail under “Changes to Our Compensation Plans for 2018,” on page 29.