UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 17, 2023
General Electric Company
(Exact name of registrant as specified in its charter)
| New York | 001-00035 | 14-0689340 | ||
| (State or other jurisdiction | (Commission | (IRS Employer | ||
| of incorporation) | File Number) | Identification No.) | ||
| One Financial Center, Suite 3700, Boston, MA | 02111 | |||
| (Address of principal executive offices) | (Zip Code) | |||
(Registrant’s telephone number, including area code) (617) 443-3000
5 Necco Street, Boston, MA, 02210
(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instructions A.2. below):
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
| Common stock, par value $0.01 per share | GE | New York Stock Exchange |
| 1.250% Notes due 2023 | GE 23E | New York Stock Exchange |
| 0.875% Notes due 2025 | GE 25 | New York Stock Exchange |
| 1.875% Notes due 2027 | GE 27E | New York Stock Exchange |
| 1.500% Notes due 2029 | GE 29 | New York Stock Exchange |
| 7 1/2% Guaranteed Subordinated Notes due 2035 | GE /35 | New York Stock Exchange |
| 2.125% Notes due 2037 | GE 37 | New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards pursuant to Section 13(a) of the Exchange Act. ☐
(1)
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On May 18, 2023, General Electric Company (“GE”) announced that Rahul Ghai, 51, will become Senior Vice President and Chief Financial Officer of GE effective September 1, 2023, succeeding Carolina Dybeck Happe. Mr. Ghai will assume this role in addition to his current responsibilities as Chief Financial Officer of GE Aerospace.
Mr. Ghai has been Chief Financial Officer of GE Aerospace, a division of GE, since August 2022. Prior to joining GE Aerospace, Mr. Ghai served as Executive Vice President and Chief Financial Officer of Otis Worldwide Corporation, an elevator and escalator manufacturing, installation and service company, from July 2019 to August 2022. Prior to that, Mr. Ghai served as Senior Vice President and Chief Financial Officer of Harris Corporation (which now operates as L3Harris Technologies, Inc.), a technology company and defense contractor, from 2016 to July 2019.
Ms. Dybeck Happe is expected to remain a Senior Vice President for a period of time after September 1, 2023 to assist with the CFO transition and the ongoing work to prepare for GE’s planned spin-off of GE Vernova in early 2024. To facilitate the transition and secure her continuing assistance, GE and Ms. Dybeck Happe agreed that she will remain eligible for the severance benefits under her existing Employment Agreement and applicable equity award agreements if she resigns for “Good Reason” on or before February 14, 2024 as a result of the CFO transition. This amendment, which also specifies reductions to Ms. Dybeck Happe’s salary and future eligibility for bonus and equity awards following the CFO transition effective date, is attached as Exhibit 10 and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 10 | Amendment No. 2 to Employment Agreement between Carolina Dybeck Happe and General Electric Company and Amendment No. 1 to GE Performance Stock Unit Grant Agreement for Carolina Dybeck Happe, dated May 17, 2023. | |
| 104 | The cover page from this Form 8-K, formatted in Inline XBRL. |
(2)
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| General Electric Company | |
| (Registrant) | |
| Date: May 18, 2023 | /s/ Brandon Smith |
| Brandon Smith | |
| Vice President, Chief Corporate, Securities & Finance Counsel | |
(3)
Exhibit 10
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
AND
AMENDMENT NO. 1 TO GE PERFORMANCE STOCK UNIT GRANT AGREEMENT
THIS AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT AND AMENDMENT NO. 1 TO GE PERFORMANCE STOCK UNIT GRANT AGREEMENT (this “Amendment”) is hereby made and entered into as of May 17, 2023, by and between General Electric Company (the “Company”) and Carolina Dybeck Happe (“Executive”).
WHEREAS, the Company and Executive have entered into that certain (i) Employment Agreement, dated as of November 24, 2019, as amended by Amendment No. 1 thereto, dated as of October 1, 2020 (the “Employment Agreement”), and (ii) GE Performance Stock Unit Grant Agreement, dated as of September 3, 2020 (the “PSU Agreement”); and
WHEREAS, the parties wish to amend the Employment Agreement and PSU Agreement, with such amendment to be effective as of May 17, 2023 (the “Amendment Effective Date”).
NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:
1. Effective September 1, 2023, the Base Salary will be reduced to $1,000,000.
2. If Executive’s employment continues through December 31, 2023, Executive will remain eligible to receive an Annual Bonus with a target amount equivalent to 125% of Base Salary, provided that the Base Salary used for purposes of this calculation shall be pro-rated to give effect to the change in Base Salary effective September 1, 2023.
3. Effective January 1, 2024, Executive will no longer be eligible to receive an Annual Bonus or LTIP Award.
4. Each instance of “December 31, 2023” in Section 3(b) of the Employment Agreement shall be amended to instead refer to “February 14, 2024.” In addition, for purposes of calculating Executive’s severance under Section 3(b)(iii), the reference to Base Salary shall be deemed to be a reference to Executive’s Base Salary as in effect prior to September 1, 2023.
5. Section 3(d)(y) of the Employment Agreement and Section 3(b)(y) of the PSU Agreement are each hereby amended and restated as set forth below, effective as of the Amendment Effective Date:
“(y) the Company and the Board have been given at least 30 calendar days from the date on which such Good Reason Notice is provided to cure such circumstances (the “Good Reason Cure Period”) and, following the Company’s or the Board’s failure to cure such circumstances prior to the end of the Good Reason Cure Period, you terminate your employment no later than February 14, 2024.”
6. No Waiver of Good Reason. Notwithstanding this Amendment, Executive has not provided written consent to any provision of this Amendment or any other action taken by the Company in connection with this Amendment, in each case, that may trigger Executive’s right to resign for Good Reason.
7. Employee Availability. After the Termination Date, Executive agrees to make herself reasonably available to the Company or its affiliates to respond to requests for information related to her employment with the Company. Executive will fully cooperate with the Company or its affiliates in connection with existing or future litigation or investigations brought by or against the Company or any Releasees, whether administrative, civil, or criminal in nature. The Company will reimburse Executive for reasonable out-of-pocket expenses she incurs as a result of such cooperation.
8. Definitions. Capitalized terms used in this Amendment but not defined herein shall have the meanings set forth in the Employment Agreement or PSU Agreement, as applicable.
9. Effect of Amendment. Except as set forth in this Amendment, the terms of the Employment Agreement and PSU Agreement shall remain in full force and effect.
10. Governing Law. This Amendment will be governed by and construed in accordance with the laws of the State of New York (without regard to its choice of law provisions).
11. Counterparts. This Amendment may be executed in counterparts, each of which shall be an original.
[Signature Page Follows]
2
IN WITNESS WHEREOF, this Amendment has been duly executed by and on behalf of the parties hereto as of the date first written above.
| GENERAL ELECTRIC COMPANY | |
| By: | /s/ L. Kevin Cox |
| Name: L. Kevin Cox | |
| Title: Chief Human Resources Officer | |
| EXECUTIVE | |
| /s/ Carolina Dybeck Happe | |
| Carolina Dybeck Happe | |
[Signature Page to Amendment No. 2 to Employment Agreement
and Amendment No. 1 to PSU Agreement]