Ge Aerospace

This proposal asks shareholders to provide a non‑binding advisory vote to approve the named executives’ compensation as disclosed in the proxy statement. Management seeks shareholder support to affirm its overall compensation philosophy—balancing annual and long‑term incentives with safety and performance modifiers—and to validate decisions by the Management Development & Compensation Committee, including PSU design, AEIP metrics, and CEO employment and incentive arrangements. The board recommends a vote FOR, citing strong alignment between pay and performance, measured by free cash flow, adjusted EPS and operational metrics; it notes robust shareholder engagement and addresses prior dissent related to an off‑cycle CEO grant by reiterating that such grants are not routine. A FOR vote signals shareholder support for management’s compensation approach; a vote AGAINST could prompt the committee to reassess program elements and increase outreach. Context includes GE Aerospace’s recent strong financial performance in 2025, PSU design changes post spin‑offs, and prior say‑on‑pay voting trends and shareholder feedback. The recommendation rationale emphasizes alignment with shareholder interests and retention of leadership during transition periods.

The management proposal requests shareholder approval to amend and restate the 2022 Long‑Term Incentive Plan to decrease the share reserve from approximately 79.5 million to 50 million shares while extending the plan’s term to May 5, 2036. Management frames the change as a governance improvement to reduce dilution following employee population reductions and equitable adjustments from prior spin‑offs (GE HealthCare and GE Vernova) that left the existing reserve larger than needed; the company will also rely on an ESPP if approved. The board recommends FOR because it expects the reduced reserve to better align with near‑term equity needs and to provide continued flexibility for granting equity awards under customary limits and anti‑repricing protections. The proposal affects long‑term incentive capacity and share utilization metrics; analysts should evaluate run‑rate burn rates, Dilution and overhang implications, and combined effects with the proposed ESPP’s 15 million share reserve. Approval would lock in adjusted share counting rules (including 2.21x counting for non‑option awards) and preserve ability to grant ISOs up to the stated limits, while retaining standard anti‑repricing and clawback provisions. Rejection would leave the current larger reserve in place until expiration.

Management requests shareholder approval for a 15‑million share ESPP intended to broaden employee ownership among non-Section 16 employees and those not otherwise receiving annual equity awards. The ESPP contemplates payroll deductions for purchases on regular offering periods (typically quarterly), optional matching awards (up to 100% match) and incentive awards, vesting rules (matching awards typically vest after one year), and standard anti‑dilution, transferability, and change in control provisions. The board recommends FOR, arguing the plan supports retention, alignment with shareholders and an owners’ mindset while excluding executive officers subject to Section 16 to avoid governance concerns. Analysts should consider ESPP dilution (15M shares), likely modest uptake based on contribution caps (default max $2,500 per offering period), and interaction with Amended LTIP share reduction; approval would reduce LTIP reserve to 50M and allocate 15M to ESPP yielding total 65M for equity programs. If rejected, management will not launch the broad-based employee ownership program. The ESPP includes global flexibility and customary withholding and Section 409A compliance.

This shareholder proposal seeks to require the Board to permit shareholders to act by written consent with a threshold equal to the number of votes required to approve the action at a meeting where all outstanding shares were present and voted. The proponent argues written consent empowers shareholders to act between meetings, citing governance bodies and major asset managers that support written consent and noting that Delaware/New York law allows charter amendments to set a lower threshold than unanimous consent. Management counters that GE Aerospace already provides robust shareholder mechanisms—annual director elections, a 10% special meeting right, proxy access, and year-round engagement—and that written consent could enable a small group to take significant corporate actions without full shareholder participation; management recommends a vote AGAINST. The substantive governance trade-off involves balancing shareholder responsiveness and timeliness versus protections for broad shareholder participation and disclosure; analysts should weigh GE Aerospace’s 10% special meeting threshold (notably more shareholder-friendly than many peers) against the proponent’s argument that written consent is a complementary accountability tool and the empirical practices of investors and proxy advisors.

This shareholder proposal requests that the board commission an independent third‑party assessment of GE Aerospace’s due diligence processes concerning potential human rights and IHL risks from customer use of defense-related products in conflict areas. The proponent emphasizes rising global conflict, documented civilian harm linked to weapons use, and public allegations tying GE products to militaries with human rights concerns, arguing for increased transparency and potentially stronger mitigation policies. Management responds that defense sales are tightly regulated, subject to U.S. government oversight, trade controls, and internal compliance and human rights standards (Human Rights Statement of Principles and Human Rights Enterprise Standard), and that existing reporting (2025 Sustainability Report) and programs already address these issues; the board therefore opposes, viewing the requested report as redundant and not a productive use of resources. Analysts should assess the adequacy of GE’s current due diligence and transparency relative to peers, the potential reputational and regulatory risks of defense sales, and whether an independent review would materially change investor understanding or risk exposure.