New GE (NYSE: GE) bylaws tighten nominations and add exclusive forum rules
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
General Electric Company, operating as GE Aerospace, has amended and restated its By-Laws, effective June 25, 2026. The changes refine how shareholders can nominate directors, including additional procedures tied to Rule 14a-19 under the Exchange Act.
The amendments require information about nominating shareholders and their nominees to be accurate as of the record date and again ten business days before the meeting. Any shareholder soliciting proxies must now use a proxy card color other than white.
The By-Laws also adopt exclusive forum provisions, directing certain New York corporate law claims to courts in New York and Securities Act claims to U.S. federal district courts, unless the company agrees to another forum. The full text of the revised By-Laws is filed as Exhibit 3.1.
Positive
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Negative
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8-K Event Classification
2 items: 5.03, 9.01
2 items
Item 5.03
Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year
Governance
The company amended its charter documents, bylaws, or changed its fiscal year.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Figures
Bylaw amendment effective date: June 25, 2026
Information refresh window: 10 business days
Notes interest rate 2027: 1.875%
+3 more
6 metrics
Bylaw amendment effective date
June 25, 2026
Date Board approved and adopted Amended and Restated By-Laws
Information refresh window
10 business days
Information must be true as of ten business days before meeting date
Notes interest rate 2027
1.875%
Interest rate on GE 1.875% Notes due 2027 listed on NYSE
Notes interest rate 2029
1.500%
Interest rate on GE 1.500% Notes due 2029 listed on NYSE
Guaranteed subordinated notes 2035
7.5%
Coupon on 7 1/2% Guaranteed Subordinated Notes due 2035
Notes interest rate 2037
2.125%
Interest rate on GE 2.125% Notes due 2037 listed on NYSE
Key Terms
Amended and Restated By-Laws, Rule 14a-19, proxy card color other than white, exclusive forum, +2 more
6 terms
Amended and Restated By-Laws regulatory
"approved and adopted amendments to the Company’s By-Laws (as amended and restated, the “Amended and Restated By-Laws”)"
Rule 14a-19 regulatory
"including with respect to Rule 14a-19 under the Securities Exchange Act of 1934, as amended"
Rule 14a-19 is a U.S. Securities and Exchange Commission rule that governs how independent proxy advisory firms produce and distribute voting recommendations for shareholders. It requires these advisers to provide companies with notice of their recommendations and a chance to respond, and to disclose certain conflicts; think of it as a referee ensuring both sides see a game plan before fans cast votes. Investors care because proxy advisers influence voting outcomes and corporate governance, so the rule affects transparency, potential bias, and the reliability of guidance that many investors rely on when voting shares.
proxy card color other than white financial
"require that any shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white"
exclusive forum regulatory
"designate (i) the New York Supreme Court ... as the exclusive forum for bringing derivative actions"
derivative actions regulatory
"exclusive forum for bringing derivative actions, claims of breach of a fiduciary duty and other specified actions"
Securities Act of 1933 regulatory
"exclusive forum for bringing claims under the Securities Act of 1933, as amended"
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) June 25, 2026
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) | |||||||||||||||||||||
| (Address of principal executive offices) | (Zip Code) | ||||||||||||||||||||||
(Registrant’s telephone number, including area code) (513 ) 243-2000
_______________________________________________
(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 | ||||||
| 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. | ☐ | |||||||
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On June 25, 2026, the Board of Directors (the “Board”) of General Electric Company, operating as GE Aerospace (the “Company”), approved and adopted amendments to the Company’s By-Laws (as amended and restated, the “Amended and Restated By-Laws”), which became effective the same day. The amendments contained in the Amended and Restated By-Laws:
•supplement the procedures and information requirements for the nomination of persons for election to the Board, including with respect to Rule 14a-19 under the Securities Exchange Act of 1934, as amended;
•require that the information regarding the shareholder submitting a nomination and their nominees be true as of the record date and as of ten business days prior to the meeting date;
•require that any shareholder directly or indirectly soliciting proxies from other shareholders use a proxy card color other than white; and
•designate (i) the New York Supreme Court or, if such court does not have jurisdiction, the federal district courts in the State of New York or other state courts in the State of New York, as the exclusive forum for bringing derivative actions, claims of breach of a fiduciary duty and other specified actions under New York corporate law, and (ii) the federal district courts of the United States of America as the exclusive forum for bringing claims under the Securities Act of 1933, as amended, in each case, unless the Company otherwise consents in writing to the selection of an alternative forum.
The foregoing summary is qualified in its entirety by reference to the text of the Amended and Restated By-Laws, filed as Exhibit 3.1 and incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit | Description | ||||
3.1 | The By-Laws of General Electric Company, as amended on June 25, 2026. | ||||
104 | The cover page of this Current Report on Form 8-K formatted as 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: June 25, 2026 | /s/ Brandon Smith | ||||||||||
Brandon Smith Vice President, Chief Corporate, Securities & Finance Counsel | |||||||||||
3
FAQ
What did General Electric (GE) change in its bylaws on June 25, 2026?
General Electric updated and restated its By-Laws effective June 25, 2026. Key changes tighten director nomination procedures, add timing and accuracy requirements for shareholder information, specify proxy card colors, and introduce exclusive forum provisions for certain corporate and Securities Act claims.
What exclusive forum provisions are included in GE’s amended bylaws?
The bylaws designate New York courts as the exclusive forum for derivative actions, fiduciary duty claims, and specified New York corporate law disputes. They also designate U.S. federal district courts as the exclusive forum for Securities Act claims, unless GE consents to another forum.
Where can investors read the full text of GE’s amended and restated bylaws?
The complete Amended and Restated By-Laws are provided as Exhibit 3.1 to this report. The filing states that the brief description is qualified in its entirety by reference to that exhibit, which contains the full legal text of the changes.