General Electric Co.
Jan. 27, 1982
INQUIRY LETTER 1
GENERAL ELECTRIC COMPANY
FAIRFIELD, CONNECTICUT 06431
December 21, 1981
TO BE HAND DELIVERED
Division of Corporation Finance
Securities and Exchange Commission
500 North Capitol Street
Washington, D.C. 20549
Gentlemen:
Proxy Statement - 1982 Annual Meeting
Proposed Omission of Share Owner Proposal by Isable
C.D. Hatchett
This letter is submitted on behalf of the General Electric Company, pursuant to
the provisions of Rule 14a-8(d) under the Securities Exchange Act of 1934, in
reference to the Companys intention to omit from its proxy statement and the
form of proxy for its 1982 Annual Meeting a proposal by Isable C.D. Hatchett,
who, we are advised, owns 1 share of General Electric common stock. The
proposal, in the form of a motion and summary, reads as follows:
SUMMARY
"THIS MOTION RECOMMENDS A SHAREHOLDERS STATEMENT OF POLICY THAT WE WANT
EDUCATIONAL INSTITUTIONS RECEIVING GRANTS FROM US TO REFRAIN FROM OBSTRUCTING
THE WORK OF U. S. INTELLIGENCE AGENCIES."
MOTION
"RESOLVED, THAT WE SHAREHOLDERS HEREBY RECORD OUR DESIRE THAT THE SCHOOLS TO
WHICH OUR COMPANY MAKES GRANTS REFRAIN FROM OBSTRUCTING THE WORK OF U. S.
INTELLIGENCE AGENCIES ON THEIR CAMPUSES, AND REQUEST MANAGEMENTS CONSIDERATION
OF THIS POLICY."
Copies of the proposal and a
letter dated November 13, 1981 from Isable hatchett transmitting the same are
enclosed.
We are of the opinion that the
proposal may be omitted from the Companys proxy material under Rule
14a-8(c)(12) on the basis that substantially the same proposal was submitted to
General Electric share owners at their Annual Meeting in 1980 and received less
than 3% of the total number of shares cast. The proposal presented to the
General Electric share owners meeting in 1980 read as follows:
"Resolved: That the
shareholders recommended that our corporation, its subsidiaries, affiliates, and
agents make no contributions to schools which to the knowledge of the President,
a Vice-President, or the Secretary of our corporation, or its subsidiaries,
affiliates and agents, restricts or attempts to restrict contacts between any
intelligence agency of the United States and members of the academic community
of such educational institutions."
This proposal received 2% of
the shares voted in connection with that meeting. (Copies of pages 33 and 35 of
thed Company Proxy Statement for the 1980 Meeting are enclosed).
We respectfully submit that the
only differences in the two proposals are of form. The object of the 1980
proposal, if adopted and implemented, would have been to bar grants to any
school which restricts or attempts to restrict contacts between any U.S.
intelligence agency and members of that educational institutions academic
community. The object of the present proposal is the same -- educational
institutions receiving grants from General Electric are to refrain from
obstructing the work of U.S. intelligence agencies.
We respectfully request
concurrence by the Commission staff in the Companys determination that it may
omit this proposal from the Companys proxy statement and its form of proxy.
By a copy of this letter, we
are advising the share owner that the Company does not intend to include her
proposal in the 1982 proxy material.
A schedule for filing the
Companys preliminary proxy material with the Securities and Exchange Commission
has not yet been determined, but it is expected that such material will be filed
on or about February 12, 1982. The proxy statement will be mailed to General
Electric share owners beginning on or about March 19, 1982. The Companys Annual
Meeting is scheduled to be held on April 28, 1982.
Four additional copies of this
letter and its attachments are enclosed.
Very truly yours,
David E. Bamford
/t
attachments
cc/Isabel C.D. Hatchett
INQUIRY LETTER 2
BGENERAL ELECTRIC COMPANYD
$$Line not legible$$
FAIRFIELD, CONNECTICUT 06431
TO BE HAND DELIVERED
Division of Corporation Finance
Securities & Exchange Commission
500 North Capitol Street, N.W.
Washington, D.C. 20549
Re: Proxy Statement - 1982 Annual
Meeting - Proposed Omission of
Share Owner Proposal by
Isabel C.D. Hatchett
Gentlemen:
This letter is in response to Ms. Hatchetts letter of January 5, 1982 to the
Security & Exchange Commission regarding my letter of December 21, 1981 to the
Commission requesting concurrence in the Companys determination that under Rule
14a-8(c)(12) it may omit Ms. Hatchetts proposal from the Companys proxy 1982
statement and form of proxy.
The argument advanced by Ms.
Hatchett is, we submit, without merit. The purpose behind the Commissions rule
on the exclusion of a share owner proposal recently considered and rejected
clearly is not furthered if it can be avoided simply by shifts in semantics.
Again, it is respectfully
submitted that Ms. Hatchetts proposal may be omitted under Rule 14a-8(c)(12).
Four copies of this letter are enclosed.
Very truly yours,
David E. Bamford
/t
enclosures
STAFF REPLY LETTER
January 27, 1982
Mr. David E. Bamford
Corporate Counsel
General Electric Company
Fairfield, Connecticut 06431
Re: General Electric Company
Dear Mr. Bamford:
This is in regard to your letters dated December 21, 1981 and January 19, 1982,
which were received by the Commission on December 22, 1981 and January 20, 1982,
respectively, concerning a request made to General Electric Company ("Company")
by Mrs. Isable Hatchett ("Proponent") to include one shareholder proposal in the
Companys proxy soliciting material for its 1982 annual meeting of security
holders. Pursuant to Rule 14a-8(d) under the Securities Exchange Act of 1934,
your letters indicated the managements intention to exclude this proposal from
the Companys proxy material. We also received a letter dated January 5, 1982
from the Proponent suggesting that the managements determination to omit the
proposal was erroneous.
The proposal, the text of which
is set forth on page 1 of your December 21, 1981 letter, relates to a request
that shareholders state their desire that educational institutions to which the
Company contributes refrain from obstructing the work of U.S. intelligence
agencies. In your letters you have expressed the opinion that the proposal is
excludable from the Companys proxy material under paragraph (c)(12) of Rule
14a-8 and you cite certain reasons in support of that opinion. The Proponent,
however, for the reasons stated in her letter on the matter, does not agree with
your position.
This Division does not concur
in your opinion that the proposal may be excluded under Rule 14a-8(c)(12). In
this regard, we note that, notwithstanding the similarity to the present
proposal, the effect of the 1980 proposal is different from that of the present
proposal. The 1980 proposal requested that the Company make no contributions to
educational institutions that obstruct the work of the U.S. intelligence
agencies. In contrast, the subject proposal requests only that the shareholders
go on record as opposing such obstruction by educational institutions. Whereas
the 1980 proposal called for a specified Company course of action, the instant
proposal calls for only a shareholder declaration of policy. Accordingly, we do
not believe that the proposals can be regarded as substantially the same within
the meaning of Rule 14a-8(c)(12). Thus, we do not believe that management may
rely on Rule 14a-8(c)(12) as a basis for omitting the proposal.
In connection with the
foregoing, your attention is directed to the enclosure, which sets forth a brief
discussion of the Divisions informal procedures regarding shareholders
proposals.
Sincerely,
Michael R. Kargula
Attorney Adviser
Enclosure
cc: Mrs. Isable Hatchett
3545 Grove Avenue
Richmond, Virginia 23221
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