Company Name: General Electric Co.
Public Availability Date: December 20, 2007
Document Sections:
INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER
[INQUIRY LETTER]
November 30, 2007
VIA HAND DELIVERY
Office of Chief Counsel
Division of Corporation Finance
Securities and Exchange Commission
100 F Street, NE
Washington, DC 20549
Re: Shareowner Proposal of Sandra G. Holmes Exchange Act of 1934Rule 14a-8
Dear Ladies and Gentlemen:
On behalf of our client, General Electric Company ("GE"), we are submitting this
letter pursuant to Rule 14a-8(j) of the Securities Exchange Act of 1934, as
amended, as notice of GE's intention to exclude from its proxy statement and
form of proxy for its 2008 Annual Shareowners Meeting (collectively, the "2008
Proxy Materials") a shareowner proposal (the "Proposal") and supporting
statement received from Sandra G. Holmes (the "Proponent"), through her
representative James H. Callwood.
Pursuant to Rule 14a-8(j), we have:
enclosed herewith six (6) copies of this letter and its attachments;
filed this letter with the Securities and Exchange Commission (the
"Commission") no later than eighty (80) calendar days before GE intends to file
its definitive 2008 Proxy Materials with the Commission; and
concurrently sent copies of this correspondence to the Proponent.
Rule 14a-8(k) provides that shareowner proponents are required to send companies
a copy of any correspondence that the proponents elect to submit to the
Commission or the staff of the Division of Corporation Finance (the "Staff").
Accordingly, we are taking this opportunity to inform the Proponent that if the
Proponent elects to submit additional correspondence to the Commission or the
Staff with respect to this Proposal, a copy of that correspondence should
concurrently be furnished to the undersigned on behalf of GE pursuant to Rule
14a-8(k).
BASIS FOR EXCLUSION
We hereby notify the Staff of GE's intention to exclude the Proposal and
supporting statement under Rule 14a-8(i)(4) and based upon prospective advice
previously granted by the Staff.
THE PROPOSAL
The Proposal requires GE's Chief Executive Officer to address certain matters
specified in the Proposal. The Proposal and related correspondence are attached
hereto as Exhibit A. This Proposal relates to a personal dispute between the
Proponent and GE that has been pending for more than a decade. This is the
fourth time in four years that the Proponent has submitted the identical
proposal for inclusion in GE's proxy materials.
ANALYSIS
On December 8, 2006, GE submitted a no-action request to the Staff in response
to an identical proposal submitted by the Proponent for inclusion in GE's 2007
proxy materials (the "December 2006 Request"). The December 2006 Request set
forth the bases for excluding the Proposal under Rule 14a-8(i)(4). Those bases,
which we incorporate herein by reference, continue to apply with respect to the
Proposal. To reduce the volume of duplicative materials submitted to the
Commission, we have not resubmitted the December 2006 Request, but will provide
copies of these materials if the Staff requests.
In its response to the December 2006 Request, dated January 12, 2007 and
attached hereto as Exhibit B (the "Staff Response"), the Staff concurred that GE
could exclude the identical proposal under Rule 14a-8(i)(4).
The December 2006 Request also requested that the Staff further concur that its
no-action advice would apply to any future submissions to GE of the same or a
similar proposal by the Proponent or Mr. Callwood, and that the December 2006
Request be deemed to satisfy GE's future obligations under Rule 14a-8(j) with
respect to the same or similar proposals submitted by the Proponent or Mr.
Callwood. This process of prospective advice helps to reduce the burdens on
Commission resources and is acknowledged under Staff Legal Bulletin No. 14B
(Sept. 15, 2004) and reflected in various precedent. See, e.g., Unocal Corp.
(avail. Jan. 22, 2002); Cabot Corp. (avail. Jan. 16, 2002); Exxon-Mobil Corp.
(avail. Mar. 5, 2001); Unocal Corp. (avail. Mar. 30, 2000); United Technologies
Corp. (avail. Dec. 31, 1996); Int'l Business Machines Corp. (avail. Nov. 22,
1995); Marvel Entertainment Group, Inc. (avail. Jan. 31, 1995); Bristol-Myers
Squibb Co. (avail. Jan. 20, 1995); Cabot Corp. (avail. Nov. 4, 1994); Texaco,
Inc. (avail. Feb. 15, 1994); General Electric Co. (avail. Jan. 25, 1994). The
Staff Response concurred with this request, stating that the Staff Response
"shall also apply to any future submission to GE of the same or similar proposal
by the same proponent" and that the Staff would deem the December 2006 Request
to satisfy GE's future obligations under Rule 14a-8(j) with respect to the same
or similar proposals submitted by the same proponent.
Accordingly, because the Proposal is the same as the proposal addressed in the
Staff Response, and the Staff Response provided that GE's December 2006 Request
would satisfy its obligations under Rule 14a-8(j) with respect to the same or
similar proposals submitted by the Proponent, GE intends to exclude the Proposal
from its 2008 Proxy Materials in reliance on Rule 14a-8(i)(4).
We would be happy to provide you with any additional information and answer any
questions you may have regarding this subject. If we can be of any further
assistance in this matter, please do not hesitate to call me at (202) 955-8671
or David M. Stuart, GE's Senior Counsel, at (203) 373-2243.
Sincerely,
/s/
Ronald O. Mueller
ROM/lms
Enclosures
cc: David M. Stuart, General Electric Company
Sandra G. Holmes
James H. Callwood
[INQUIRY LETTER]
October 18, 2007
Mr. Brackett Denniston.
Secretary
General Electric Company
3135 Easton Turnpike
Fairfield, Connecticut 06828
Subject: Shareholder's Proposal Interposed by GE Shareholder - Sandra Holmes -
to be Considered For Inclusion in the 2008 GE Proxy Statement
Dear Mr. Denniston:
Pursuant to the provisions of SEC Rule 14-8(a)(1), listed hereinafter is
documentary support of record Ownership of GE stock by proponent Sandra G,
Holmes of a shareholder proposal to be considered for inclusion in the 2008
proxy statement of GE.
Name of shareholder - Sandra G. Holmes
Address 114 West 76th/ Street
New York, NY 10023
Apt. 1F
I, Sandra G. Holmes, am the record holder of a total of 168.4508, shares of GE
stock having an aggregate cash value of $ 6,99.13, as of October 12, 2007.
This record ownership is verified by the GE Transaction Processing System
Account Balance Inquiry appended hereto.
I, Sandra G. Holmes, the record owner of the requisite number of shares having
the requisite value to be eligible to be the proponent of a shareholder's
proposal, declare that I intend to continue ownership of said shares through the
date of the 2008, GE annual meeting of share owners.
My representative, Mr. James H. Callwood shall attend the 2008, GE annual
Meeting of shareholder's to present the shareholder's proposal of which I am the
proponent and is authorized to act on my behalf in any and all matters
pertaining to the stated shareholder's proposal.
Sincerely,
/s/
Sandra G Holmes
Subscribed and sworn to before me this 18\th/ day of October 2007
[APPENDIX]
Shareholder's Proposal -Relating to a Request That GE CEO, Jeffrey Immelt,
Reconcile the Dichotomy Between His Acquiescence in Allegations of Criminal
Conduct, at the April 24, 2003, Annual Meeting of GE Shareholders, and the
Statutorily Defined Duty to Personally Certify, under Sarbanes-Oxley That No
Fraud or Misleading Conduct Has Been Engaged in by GE/NBC
Sandra G. Holmes, 114 West 76\th/ Street, New York, NY 10023, a GE shareholder
hereby states her intention to interpose a shareholder's proposal to be
considered for inclusion in the 2008 General Electric proxy statement associated
with the 2008 General Electric Annual Meeting of Shareholders. In accordance
with applicable rules of the Securities and Exchange Commission, the proposal of
said shareholder (for which neither the Company nor its Board of Directors has
any responsibility) is set forth below.
Text of the Shareholder Proposal
Whereas, following hereinafter is a partial transcript of an address which was
made at the April 24, 2003, GE Annual Meeting of Shareowner's by proponent's
representative at the behest of proponent (the full text of said address is a
part of the official transcript of the April 24, 2003 Meeting and can be
accessed at the following website address):
http://cbs.marketwatch.com/discussions/msgReader.asp?siteId=mktw&boardId=1262&msgId=1241
Whereas, said partial transcript references a website which proponent has placed
in cyberspace at the following address:
http://cbs.marketwatch.com/discussions/msgReader.asp?siteId=mktw&boardId=1262&msgId=1181
which contains allegations of criminal conduct by GE amounting to obstruction of
justice, said partial address being set out as follows:
"...I, [proponent's representative], have placed in cyberspace a Website that
details with particularity not only the total lack of integrity [by GE/NBC] in
regard to the litigation of this case [involving proponent], but in fact
criminal conductcriminal conduct amounting to obstruction of justice."
Whereas said partial transcript references a posting on a marketwatch.com
bulletin board which alleges that there is a definitive correlation between a
precipitous drop in the value of GE stock and the placing of the following
website in cyberspace:
http://home.att.net/~james.callwood/SandraGHolmes.html
Whereas, Jeffrey Immelt, CEO of GE, instead of challenging the abovementioned
allegations of criminal conduct, amounting to obstruction of justice, and the
allegation that there is a definitive correlation between the placing of the
foregoing postings in cyberspace and the precipitous drop in the value of GE
stock, acquiesced in said allegations by sayiing, at the end of the
aforementioned address:
"...Thank you Mr. Callwood"
Whereas, new SEC rules pursuant to Sarbanes Oxley 13a-14 and 15d - 14that the
CEO of a corporation give a personal certification that, to the best of his
knowledge, the company which he represents has not engaged in any false or
misleading conduct.
Whereas, the acquiescence in the allegations of the above-mentioned conduct is
totally add odds with Sarbanes-Oxley
Be it resolved that Jeffrey Immelt, be required to reconcile the dichotomy
between the diametrically opposed positions represented by his acquiescence in
allegations of criminal conduct, and the personal certification requirements of
Sarbanes - Oxley.
[STAFF REPLY LETTER]
December 20, 2007
Ronald O. Mueller
Gibson, Dunn & Crutcher LLP
1050 Connecticut Avenue, N.W.
Washington, DC 20036-5306
Re: General Electric Company Incoming letter dated November 30, 2007
Dear Mr. Mueller:
This is in your response to your letter of November 30, 2007 concerning a
shareholder proposal submitted to GE by Sandra G. Holmes. Noting that the
proposal appears to be similar to the same proponent's proposal in General
Electric Company, January 12, 2007, we believe that the forward-looking relief
that we provided in that earlier response is sufficient to address her recent
proposal. Accordingly, we believe that a specific no-action response is
unnecessary.
In connection with this matter your attention is directed to the enclosure,
which sets forth a brief discussion of the Division's informal procedures
regarding shareholder proposals.
Sincerely,
/s/
Jonathan A. Ingram
Deputy Chief Counsel
Enclosures
cc: Sandra G. Holmes
114 West 76th Street Apt 1F
New York, NY 10023
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