GE HealthCare (NASDAQ: GEHC) holders approve directors, pay plan and Deloitte

Rhea-AI Filing Summary

GE HealthCare Technologies Inc. held its annual stockholder meeting on May 7, 2026, where eight directors were elected to one-year terms. Vote totals for each nominee were strong, with Peter J. Arduini receiving 363,637,737 votes for and H. Lawrence Culp, Jr. receiving 351,620,004 votes for.

Stockholders approved the advisory vote on named executive officer compensation with 351,099,781 votes for and 12,973,200 against. They also ratified Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, with 398,257,878 votes for and 769,608 against.

Effective May 7, 2026, the Board appointed Rodney F. Hochman as independent lead director and named Anne T. Madden as chairperson of the Nominating and Governance Committee, signaling updated leadership roles within the board structure.

8-K Event Classification

2 items: 5.07, 8.01

2 items

Item 5.07 Submission of Matters to a Vote of Security Holders Governance

Results of a shareholder vote on proposals at an annual or special meeting.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Key Figures

Votes for Arduini: 363,637,737 votes Votes for Culp: 351,620,004 votes Say-on-pay support: 351,099,781 votes for +5 more

8 metrics

Votes for Arduini 363,637,737 votes Director election at annual meeting May 7, 2026

Votes for Culp 351,620,004 votes Director election at annual meeting May 7, 2026

Say-on-pay support 351,099,781 votes for Advisory vote on executive compensation

Say-on-pay opposition 12,973,200 votes against Advisory vote on executive compensation

Auditor ratification for votes 398,257,878 votes for Ratification of Deloitte & Touche LLP for 2026

Auditor ratification against votes 769,608 votes against Ratification of Deloitte & Touche LLP for 2026

Broker non-votes on directors 34,599,625 shares Director election items at annual meeting

Meeting date May 7, 2026 Annual meeting of stockholders and board appointments

Key Terms

broker non-votes, independent lead director, Nominating and Governance Committee, advisory vote, +1 more

5 terms

broker non-votes financial

"Broker Non-Votes Peter J. Arduini ... 34,599,625"

Broker non-votes occur when a brokerage firm is unable to vote on a shareholder’s behalf during a company election or decision because the shareholder has not given specific voting instructions, and the broker is not allowed or chooses not to vote on certain matters. They are important because they can affect the outcome of votes, especially when the results are close, by effectively reducing the total number of votes cast.

independent lead director financial

"appointed Rodney F. Hochman as the Board's independent lead director"

Nominating and Governance Committee financial

"appointed Anne T. Madden as chairperson of the Nominating and Governance Committee"

A nominating and governance committee is a group of board members tasked with choosing and evaluating directors, planning leadership succession, and setting the company’s board-related rules and ethical standards. Think of it as the company’s hiring and rule-making panel for its top overseers. Its work matters to investors because it shapes who governs the company, how leadership transitions are handled, and whether the board can effectively oversee management and protect shareholder interests.

advisory vote financial

"approved our named executive officers’ compensation in an advisory vote"

An advisory vote is a shareholder poll that expresses investors’ approval or concern about a company’s policy, executive pay, board decisions or other governance matters but does not legally force the company to act. Think of it like a customer survey: it signals investor sentiment and can pressure management to change course, so investors watch the result as a guide to future governance, risk and potential shifts in strategy.

independent auditor financial

"ratified the appointment of Deloitte & Touche LLP as our independent auditor"

An independent auditor is an outside, qualified accounting professional or firm that examines a company's financial records and controls to determine whether its financial statements are accurate and prepared according to accepted accounting rules. Like a neutral referee or home inspector, the auditor issues a report that gives investors confidence (or raises red flags) about the reliability of the numbers, which affects assessments of risk, valuation and investment decisions.

Understanding 8-K Material Events →

0001932393false00019323932026-05-072026-05-0700019323932025-05-282025-05-28

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 7, 2026

GE HEALTHCARE TECHNOLOGIES INC.

(Exact name of registrant as specified in its charter)

Delaware

001-41528

88-2515116

(State or other jurisdiction of incorporation)

(Commission  File Number)

(IRS Employer Identification No.)

500 W. Monroe Street,

Chicago,

IL

60661

(Address of principal executive offices)

(Zip Code)

(Registrant’s telephone number, including area code) (833) 735-1139

______________________________________________

(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

GEHC

The Nasdaq Stock Market LLC

			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 5.07 Submission of Matters to a Vote of Security Holders.

GE HealthCare Technologies Inc. (the "Company," “we,” or “our") held its annual meeting of stockholders on May 7, 2026. Set forth below are the final voting results for each of the matters submitted to a vote of the stockholders. For more information about the proposals set forth below, please see our definitive proxy statement filed with the U.S. Securities and Exchange Commission on March 19, 2026.

1.Our stockholders elected eight directors to each serve a one-year term until our 2027 annual meeting of stockholders or until his or her successor has been elected and qualified, based on the following voting results:

Nominee			Votes For			Votes Against			Abstentions			Broker Non-Votes
Peter J. Arduini			363,637,737			735,813			494,638			34,599,625
H. Lawrence Culp, Jr.			351,620,004			12,409,707			838,477			34,599,625
Rodney F. Hochman			360,969,846			3,400,154			498,188			34,599,625
Catherine Lesjak			362,377,938			2,071,223			419,027			34,599,625
Kevin A. Lobo			332,339,981			32,058,693			469,514			34,599,625
Anne T. Madden			361,399,817			2,837,076			631,295			34,599,625
William J. Stromberg			361,023,279			3,319,101			525,808			34,599,625
Phoebe L. Yang			361,640,539			2,588,148			639,501			34,599,625

2.    Our stockholders approved our named executive officers’ compensation in an advisory vote, based on the following voting results:

Votes For			Votes Against			Abstentions			Broker Non-Votes
351,099,781			12,973,200			795,207			34,599,625

3.    Our stockholders ratified the appointment of Deloitte & Touche LLP as our independent auditor for the fiscal year ending December 31, 2026, based on the following voting results:

Votes For			Votes Against			Abstentions			Broker Non-Votes
398,257,878			769,608			440,327			—

Item 8.01 Other Events.

Effective as of May 7, 2026, the Company’s Board of Directors (the "Board") appointed Rodney F. Hochman as the Board's independent lead director and appointed Anne T. Madden as chairperson of the Nominating and Governance Committee of the Board.

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.

						GE HealthCare Technologies Inc.
						(Registrant)
Date: May 11, 2026						/s/ Frank R. Jimenez
						Frank R. Jimenez, General Counsel and Corporate Secretary (authorized signatory)

FAQ

What did GEHC stockholders vote on at the May 7, 2026 annual meeting?

GEHC stockholders voted on electing eight directors, approving executive compensation in an advisory vote, and ratifying Deloitte & Touche LLP as independent auditor for the fiscal year ending December 31, 2026, providing routine corporate governance approvals.

How did GEHC stockholders vote on director elections at the 2026 annual meeting?

Stockholders elected eight directors to one-year terms, with each nominee receiving substantial support. For example, Peter J. Arduini received 363,637,737 votes for and 735,813 against, while H. Lawrence Culp, Jr. received 351,620,004 votes for and 12,409,707 against, plus broker non-votes.

Was GE HealthCare Technologies Inc. executive compensation approved in 2026?

Yes. Stockholders approved GE HealthCare’s named executive officers’ compensation in an advisory vote, with 351,099,781 votes for, 12,973,200 against, 795,207 abstentions, and 34,599,625 broker non-votes, indicating broad support for the company’s pay practices that year.

Did GEHC stockholders ratify Deloitte & Touche LLP as auditor for 2026?

Yes. Stockholders ratified Deloitte & Touche LLP as GEHC’s independent auditor for the fiscal year ending December 31, 2026, with 398,257,878 votes for, 769,608 against, and 440,327 abstentions, confirming continued engagement of Deloitte & Touche for audit services.

What board leadership changes did GEHC announce effective May 7, 2026?

Effective May 7, 2026, GE HealthCare’s Board appointed Rodney F. Hochman as independent lead director and named Anne T. Madden as chairperson of the Nominating and Governance Committee, adjusting key leadership roles within the board’s governance structure following the annual meeting.

How many broker non-votes occurred in GEHC’s 2026 director and say-on-pay votes?

For both director elections and the advisory vote on executive compensation, GEHC reported 34,599,625 broker non-votes. Broker non-votes arise when brokers hold shares but do not receive voting instructions on certain non-routine proposals from beneficial owners.

Filing Exhibits & Attachments

3 documents

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